Agenda packet — Orange City Council, January 13, 2026 (part 3 of 3)

N:\4900\2254995 - Tract 18163 TMP, Orange\Report\4995 Tract 18163 Construction Haul Route TMP Memorandum - Orange, 08-13-25.doc In addition to the six (6) provisions listed above, the following should also be addressed, subject to concurrence by the City of Orange:

7. Maintain all haul routes clean and free of debris including but not limited to gravel and dirt as a result of Project’s operations. The Applicant shall clean adjacent streets, as directed by the City Traffic Engineer (or representative of the City Traffic Engineer), of any material which may have been spilled, tracked, or blown onto adjacent streets or areas.

8. Haul trucks entering or exiting public streets shall at all times yield to public traffic.

9. If hauling operations cause any damage to existing pavement, street, curb, and/or gutter along the haul route, the applicant will be fully responsible for repairs. The repairs shall be completed to the satisfaction of the City Traffic Engineer.

10. All construction-related parking and staging of vehicles will be kept out of the adjacent public roadways and will occur on- site to the extent feasible.

It should be noted that there are two (2) haul route options under consideration, of which both may be utilized during the soil import operation for the proposed Project.

Therefore, this Haul Route TMP addresses both options, accordingly.

To address the applicable requirements as noted above in City’s haul route condition of approval, Figure 1 schematically illustrates the recommended Option 1 H aul Route that construction-related truck traffic w ould utilize during the import of soil from the Project site during site grading. Figure 2 illustrates the recommended Option 2 Haul Route that construction -related truck traffic w ould utilize during the import of soi l from the Project site during site grading . Figure 3 illustrates the truck turning movements associated with the Option 1 haul route for the anticipated trucks that will be used for the import of soil at the key intersections along the route in the vicinity of the Project site. Figure 4 illustrates the truck turning movements associated with the Option 2 haul route for the anticipated trucks that will be used for the import of soil at the adjacent site access along Santiago Canyon Road in the vicinity of the Project site. Based on information provided by Milan Capital, the Project Applicant/Proponent, the anticipated construction work schedule and frequency associated with the construction related traffic to and from the site is as follows:

3 3
391
Diane Scioli
August 13, 2025

Page 3 ends

N:\4900\2254995 - Tract 18163 TMP, Orange\Report\4995 Tract 18163 Construction Haul Route TMP Memorandum - Orange, 08-13-25.doc Construction Activity (Soil Import)
 The expected number of employees is 12 per day, with parking on-site.  Duration: 6 months days (excludes Saturdays and Sundays).  Employee hours of operation: Monday through Friday, 7:30 AM to 4:30 PM.  Truck hauling hours of operation: Monday through Friday, 8:30 AM to 3:30 PM.  Truck capacity: 14 CY per truck.
 Average number of trucks per day: 240 trucks per day.  Truck operation restriction:
 Maintain a 5-minute headway at all times,
 No stacking of trucks on any public street in the City,  Construction traffic is prohibited on Mabury Avenue.
 Streets shall be regularly swept as determined by the City and free of dirt and debris

* * * * * * * * * * *

Should you have any questions regarding this memorandum, please contact me at (949) 825-6175.

Attachments

392
3 393
2 394
3 395
2 396

Santa Ana Regional Water Quality Control Board

December 23, 2025
Christopher Nichelson
President
Milan Capital Management, Inc.
701 S. Parker Street, Suite 5200
Orange, CA 92868
(
[email protected])

COMMENTS ON REQUESTED ALTERATION OF STOCKPILE H TO

ACCOMMODATE TRUCK HAULING ROUTE FOR PROPOSED MABURY
RESIDENTIAL DEVELOPMENT –
RIO SANTIAGO, 6145 E. SANTIAGO CANYON
ROAD, ORANGE, CA (GLOBAL ID NO. T10000023109; CR SITE ID NO. 2080228) Dear Mr. Nichelson:

Santa Ana Regional Water Quality Control Board (Santa Ana Water Board) staff have reviewed Requested Alteration of Stockpile H to Accommodate Truck Hauling Route for Proposed Mabury Residential Development (Requested Alteration), dated December 10, 2025, for Rio Santiago, located at 6145 East Santiago Road in Orange (Site). The Requested Alteration was prepared on your behalf by your consultant, Verdantas Inc. (Verdantas) and submitted to the Orange County Health Care Agency (OCHCA) and the Santa Ana Water Board. This letter provides our comments on the Requested Alteration.

Proposed Scope of Work
Stockpile H, located at the Site, is requested to be altered to accommodate an on-Site haul route to the northern adjacent Mabury residential development site (Mabury site).

The Requested Alteration proposes the following activities:
• Relocation of approximately 12,765 cubic yards (CY ) of soil from Stockpile H to two areas on the Site.
o Per an email from Mr. Nichelson, dated December 22 , 2025, the lower ten feet of Stockpile H will not be moved or disturbed as part of the alteration. • Approximately 1,275 CY of the 12,765 CY of Stockpi le H soil will be emplaced in the area depicted in olive green (Attachment 1) to provide the fill needed to widen a portion of the proposed haul route.
o The depth of the area to be filled is approximatel y 10 to 15 feet. o The maximum width of the area to be filled is appr oximately 40 to 45 feet. 397
Mr. Christopher Nichelson - 2 - December 23, 2025
• The remaining balance of Stockpile H soil proposed for relocation, approximately 11,490 CY, will be moved to and re-stockpiled at the area outlined in purple (Attachment 1).
• A California-licensed Professional Land Surveyor wi ll conduct a survey of Stockpile H and the proposed soil relocation areas to provide “before and after” topographic exhibits.
• Engineering controls, as listed below, will be used to help prevent soil from migrating off-Site:
o Municipal water will be continuously applied, as n eeded, to disturbed soils during loading, transportation, and emplacement to mitigate airborne fugitive dust emissions
o Shaker/track plates will be installed on the Rio S antiago Site side of the proposed temporary earthen bridge to mitigate soil transfer originating from the Site to the Mabury site.

Discussion
The Mabury site, directly north of the Rio Santiago Site, requires the import of clean fill material. The Requested Alteration presents two haul route options for transporting the clean fill material to the Mabury site: Option 1 will transport the material via city streets through the current Mabury Ranch residential community north of the Mabury site; Option 2 will transport the material through the Rio Santiago Site and onto the Mabury site by way of a temporary earthen bridge across Santiago Creek. The proposed earthen bridge has been permitted by the United States Army Corps of Engineers. The bridge will be constructed from clean fill material excavated from the Mabury site, per Ms. Diane Scioli, Construction Manager for Milan Capital Management, Inc. As stated in the Requested Alteration, Option 2 is the preferred haul route as it will eliminate approximately 200 daily dump truck trips through the Mabury Ranch residential community over the course of approximately four to six months.

The Santa Ana Water Board prefers that imported clean fill material be used for the haul route area that needs to be filled. However, the use of material from Stockpile H, as described above, is acceptable to fill in the area needed for the on-Site haul route.

Regardless of where the fill material is sourced from, the Santa Ana Water Board may require sampling of the haul route fill area in the future, if warranted.

Comments
We concur with the proposed scope of work, provided that the following comments are addressed:

1. Ensure that no visible dust migration is observe d during stockpile grading and relocation activities, including during non-working hours. Refer to Department of Toxic Substances Control (DTSC)’s Community Air Monitoring Plan Guidance and 398
399
400
Agenda Item
Orange City Council
Item #: 9.2. 1/13/2026 File #: 25-0631
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Approval of dedication agreement with Milan REI X, LLC; and acceptance of the dedication of 30.75 acres of open space to the City of Orange from Milan REI X, LLC. Resolution No. 11649.

2. SUMMARY
Milan REI X LLC wishes to dedicate 30.75 acres of land to the City to be used for open space purposes. As part of the open space dedication, conservation easements will be given to Rivers & Lands Conservancy and the California Department of Fish and Wildlife for land conservation and management activities.

3. RECOMMENDED ACTION

1. Adopt Resolution No. 11649. A Resolution of the City Council of the City of Orange accepting a dedication from Milan REI X, LLC of a 30.75 acres parcel (parcel map no. 2021-187 parcel no. 2) (APNs 370-141-19. 370-041-12, 370-011-08, 370-011-18, 093-280-30, 370-213-01, and 370- 011-21) for inclusion in the City’s open space reserve.

2. Approve dedication agreement with Milan REI, LLC which dedicates 30.75 acres of land to the City to be used for open space purposes; and authorize the Mayor and City Clerk to execute on behalf of the City.

3. Authorize the City Manager to approve additional agreements and/or easements related to this dedication.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

6. DISCUSSION AND BACKGROUND
In November 2019, Milan REI X, LLC (Milan) entered into a development agreement with the City. As part of this agreement, Milan was entitled to build 22 homes, just south of Mabury Avenue in east Orange. The development will impact native habitat and as a result will need to be mitigated through the establishment of a conservation easement adjacent to the 22-home development to off-set habitat loss.

In 2024, a new parcel map (No. 2021-187) was prepared and recorded for the Milan properties City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
401
Item #: 9.2. 1/13/2026 File #: 25-0631
In 2024, a new parcel map (No. 2021-187) was prepared and recorded for the Milan properties subject to the development agreement. The new parcel map created a new 30.75-acre parcel (Parcel 2) that surrounds the property entitled for the 22 homes (Parcel 1). As Milan concludes various projects within the City and begins divesting from these properties, it has approached the City with a proposal to dedicate Parcel 2 to the City, which would also include the conservation easement discussed previously.

Accordingly, Parcel 2 will be formally dedicated to the City through a dedication agreement outlining the specific terms of the land transfer, as well as a City Council resolution establishing the public benefit. Once accepted, the parcel will be incorporated into the City’sopen space reserve for long- term management.

In conjunction with this dedication, the City, in fulfillment of Milan’sconservation obligation, will also enter into an agreement with the Rivers and Lands Conservancy and California Department of Fish and Wildlife. City staff are currently finalizing the easement language in collaboration with the respective agencies to ensure the long-term conservation of the dedicated property. Milan or its successors will bear all costs associated with the establishment and maintenance of the conservation easement.

7. ATTACHMENTS
· Attachment 1 Resolution No. 11649
· Attachment 2 Extracted Pages from Parcel Map No. 2021-187 · Attachment 3 Exhibit D1A
· Attachment 4 Exhibit D1B
· Attachment 5 LD 11003 - Storm Drain Easement Legal Description · Attachment 6 LD 11004 - Temp Construction Access Easement Legal Description · Attachment 7 LD 11007 - Parcel 2 Permanent Access Legal Description · Attachment 8 Dedication Agreement with Milan REI X
City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
402
Agenda Item
Orange City Council
Item #: 9.2. 1/13/2026 File #: 25-0631
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Approval of dedication agreement with Milan REI X, LLC; and acceptance of the dedication of 30.75 acres of open space to the City of Orange from Milan REI X, LLC. Resolution No. 11649.

3. RECOMMENDED ACTION

3. Authorize the City Manager to approve additional agreements and/or easements related to this dedication.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

In 2024, a new parcel map (No. 2021-187) was prepared and recorded for the Milan properties City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
403
Item #: 9.2. 1/13/2026 File #: 25-0631
In 2024, a new parcel map (No. 2021-187) was prepared and recorded for the Milan properties subject to the development agreement. The new parcel map created a new 30.75-acre parcel (Parcel 2) that surrounds the property entitled for the 22 homes (Parcel 1). As Milan concludes various projects within the City and begins divesting from these properties, it has approached the City with a proposal to dedicate Parcel 2 to the City, which would also include the conservation easement discussed previously.

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ORANGE ACCEPTING A DEDICATION
FROM MILAN REI X, LLC OF A 30.75 ACRES
PARCEL (PARCEL MAP NO. 2021 -187 PARCEL
NO. 2) (APNS 370-141-19, 370-041-12, 370-011-08, 370-
011-18, 093-280-30, 370-213-01, AND 370-011-21) FOR
INCLUSION IN THE CITY’S OPEN SPACE

RESERVE

WHEREAS, Milan Rei X, LLC ("Grantor") is the owner of the property described herein and has offered to dedicate Parcel 2 to the City of Orange for the public benefit and for inclusion in the City’s Open Space Reserve; and

WHEREAS, Parcel Map No. 2021 -187 was recorded in Book 415, Pages 38 –47 of Parcel Maps, in the Office of the County Recorder of Orange County, creating Parcel 2 consisting of approximately 30.75 acres; and

WHEREAS, Parcel 2 consists of the following Assessor’s Parcel Numbers, in whole or in part: 370 -141-19, 370 -041-12, 370 -011-08, 370 -011-18, 093 -280-30, 370 -213-01, and 370-011-21; and

WHEREAS, acceptance of Parcel 2 is consistent with the City of Orange General Plan, including the Open Space and Conservation Elements, and will serve the long -term public interest by preserving natural open space resources; and

WHEREAS, Government Code section 27281 requires that a city accept interests in real property through a certificate or resolution of acceptance, and the Orange Municipal Code authorizes the City Council to accept dedications of land on behalf of the City; and

WHEREAS, the City desires to accept fee title to Parcel 2 free of any reversionary rights, conditions subsequent, reservations, or rights of re -entry, and solely subject to matters of record as disclosed in the Preliminary Report issued by Commonwealth Land Title Company, Order No. 932506344.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Orange as follows:

SECTION I:

The City of Orange hereby accepts the dedication of Parcel 2 of Parcel Map No. 2021 - 187, as shown in Parcel Map Book 415, Pages 38 –47, in the Office of the Orange County Recorder, consisting of approximately 30.75 acres and comprising APNs 370 -141-19 (portion), 370 -041-12 (portion), 370 -011-08 (portion), 370 -011-18 (portion), 093 -280-30 (portion), 370-213-01 (portion/whole), and 370-011-21 (portion).

405
2 SECTION II:

The City accepts Parcel 2 in fee simple absolute, without any reversion, condition subsequent, limitation, right of re -entry, or reservation of rights in favor of the Grantor.

Grantor retains no access rights, development rights, or reversionary interests of any kind.

SECTION III:

The City accepts Parcel 2 subject only to existing matters of record, including easements, rights-of-way, and restrictions disclosed in Commonwealth Land Title Company Preliminary Report No. 932506344, and not subject to any unrecorded encumbrances or newly imposed conditions.

SECTION IV:

The Mayor is authorized to execute any required Certificate of Acceptance pursuant to Government Code section 27281, and the City Manager, City Clerk, and City Attorney are authorized to take all actions necessary to complete the transfer and recordation.

SECTION V:

This acceptance shall be effective upon recordation of a City -executed Certificate of Acceptance pursuant to Government Code section 27281.

ADOPTED this ____ day of ____________________, 2025

Daniel R. Slater, Mayor, City of Orange

ATTEST:

Pamela Coleman, City Clerk, City of Orange

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney, City of Orange

406
3 STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )

I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regular meeting thereof held on the day of , 2025 by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange

407
408
(DIRT PILES)
(385.3)
(388.1)
(375.4)(379.6)
(398.8)
(380)
(390)
(380)(390)
(394)
(392)
(380)(374)(374)
(376)(378)
(380)
(376)(376)
(378)(380)
(386)
(386) LOT 'C'LOT 'C'TR. BNDRY
SANTIAGO CREEKHABITAT LIMITS(100 YEAR FLOOD PLAIN)
SANTIAGO CREEKHABITAT LIMITS(100 YEAR FLOOD PLAIN)

SANTIAGO CREEK CL

PERMIT LIMITS GRADING &

CONSERVATIONEASEMENT
"B" ST.(Private)
QUALITY BASINPROP. WATERPROP. PUBLIC ACCESSEASEMENT
LEGENDAREA OFCONSERVATIONEASEMENTTR. BOUNDARY
AREA OFSANTIAGO CREEKHABITATSHEET 1 OF 2CURRENT NATURAL CONDITION OF THE EASEMENT AREACONSERVATIONEASEMENTBOUNDARYMARKER 409
(411.6)
(407.0)
(408.3)(409.0)(402.5)
(401.2)
(383.3)
(431.3)(400)
(410)
(430)(400)(390)
(380)
(390)
(BLOW-OFF)
(420)
(394)
(392)
(382)(382)
(382)
"A" ST. (Private)

LOT 'E'

LOT 'C'

LOT 'D'
SANTIAGO CREEKHABITAT LIMITS(100 YEAR FLOOD PLAIN)SANTIAGO CREEKHABITAT LIMITS(100 YEAR FLOOD PLAIN)

SANTIAGO CREEK CL

PERMIT LIMITS GRADING &

CONSERVATIONEASEMENT

CONSERVATIONEASEMENT
"A" ST. (Private)
"A" ST. (Private)

EXISTINGMWD EASEMENT

EXISTINGMWD EASEMENT
PROP. GATEFENCEQUALITY BASINPROP. WATERPROP. PUBLIC ACCESSEASEMENT PROP. SEWER &WATER EASEMENT
SHEET 2 OF 2CURRENT NATURAL CONDITION OF THE EASEMENT AREA LEGENDAREA OFCONSERVATIONEASEMENTTR. BOUNDARY

AREA OFSANTIAGO CREEKHABITAT

CONSERVATIONEASEMENTBOUNDARYMARKER
410
EXHIBIT “A”

LEGAL DESCRIPTION
November 17, 2025
WO No. 1375-94X

Page 1 of 1 ends

H&A Legal No. 11003
By: T. Vo
Checked By: J. Kinnie
Parcel A
In the City of Orange, County of Orange, State of California, being that portion of Parcel 2 of Parcel Map No. 2021-187 filed in Book 415, Pages 38 through 47, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, described as follows:

Beginning at the northwesterly terminus of that certain course described as “N51°02'35"W 121.31'” in the northeasterly line of said Parcel 2; thence along said northeasterly line South 51°02'35" East 21.95 feet; thence leaving said northeasterly line South 81°50'32" West 11.25 feet; thence South 34°57'39" West 44.59 feet; thence North 55°02'21" West

30.00 feet; thence North 34°57'39" East 59.84 feet to said northeasterly line, said point being on a non-tangent curve concave northeasterly having a radius of 31.00 feet, a radial line said point bears South 71°32'38" West; thence along said northeasterly line, southeasterly 17.63 feet along said curve through a central angle of 32°35'13" to the Point of Beginning.

Containing an area of 1,676 square feet, more or less.

As shown on Exhibit “B” attached hereto and by this reference made a part hereof.

Jason R. Kinnie, L.S. No. 7090
Date:
411
JASONR.KINNIE
STATE OF CALIFORNIA No. 7090LCENSEDLANDSURVEYOR

STATEOFCALIFORNIA
I
412
EXHIBIT “A”

LEGAL DESCRIPTION
November 17, 2025
WO No. 1375-94X

Page 1 of 2 ends

H&A Legal No. 11004
By: T. Vo
Checked By: J. Kinnie
Parcel A
A strip of land 20.00 feet wide in the City of Orange, County of Orange, State of California, being that portion of Parcel 2 of Parcel Map No. 2021-187 filed in Book 415, Pages 38 through 47, inclusive, of Parcel Maps, in the Office of the County Recorder of said County, the centerline of said strip being described as follows:

Commencing at the southwesterly terminus of that certain curve in the southerly line of said Parcel 2, said curve being concave southerly having a radius of 1870.00 feet, a radial line to the beginning of said curve bears North 23°02'10" West; thence easterly 196.27 feet along said southerly line and curve through a central angle of 6°00'49" to the True Point of Beginning and the beginning of a non-tangent curve concave southwesterly having a radius of 25.00 feet, a radial line to said point bears North 62°45'51" East; thence leaving said southerly line northwesterly 31.98 feet along said curve through a central angle of 73°17'19"; thence South 79°28'32" West 137.50 feet to a curve concave northerly having a radius of 25.00 feet; thence westerly 22.94 feet along said curve through a central angle of 52°33'54"; thence North 47°57'34" West 92.11 feet to a curve concave southwesterly having a radius of 45.00 feet; thence northwesterly 19.37 feet along said curve through a central angle of 24°39'34"; thence North 72°37'08" West 71.03 feet to northerly line of said Parcel and the terminus of this description.

The sideline of said strip shall prolonged or shortened to originate in said southerly line of Parcel 2 and to terminate in said northerly line of Parcel 2.

Containing an area of 7,495 square feet, more or less.
413
EXHIBIT “A”

LEGAL DESCRIPTION
November 17, 2025
WO No. 1375-94X

Page 2 of 2 ends

H&A Legal No. 11004
By: T. Vo
Checked By: J. Kinnie
As shown on Exhibit “B” attached hereto and by this reference made a part hereof.

Jason R. Kinnie, L.S. No. 7090
Date:
11-17-2025
414
JASONR.KINNIE
STATE OF CALIFORNIA No. 7090LCENSEDLANDSURVEYOR

STATEOFCALIFORNIA
I
415
4924-7108-8763
391567.00004 -1-

AGREEMENT REGARDING DEDICATION

This AGREEMENT REGARDING DEDICATION ( “Agreement”) is made and entered into as of __________________, 2025, by and between MILAN REI X, LLC, a California limited liability (“Property Owner ”), on the one hand, and the CITY OF ORANGE, a municipal corporation (“City”), on the other hand, with reference to the facts set forth in the Recitals below:

R E C I T A L S :

A. Property Owner owns that certain real property located in the City of Orange, County of Orange, State of California, as more particularly described and depicted on Exhibit A attached hereto and made a part hereof (“Property”), which includes Parcel 1 of Parcel Map 2021- 187 (“Parcel 1”) and Parcel 2 of Parcel Map 2021-187 (“Parcel 2”).

B. Parcel 1 will be developed with residential uses, while Parcel 2 is preserved as open space and a portion thereof preserved via a conservation easement as noted below.

C. Property Owner is required to grant a conservation easement ( “Conservation Easement”) over a portion of Parcel 2 as described on Exhibit B and depicted on Exhibit B-1 attached hereto and incorporated by this reference (“Conservation Area”).

D. To facilitate the open space preservation of Parcel 2 and the grant of the Conservation Easement on a portion thereof, Property Owner intends to grant fee title to Parcel 2 to City, subject to acceptance by the City, as approved in City of Orange Resolution No. 11649.

E. Owner has negotiated the form of the Conservation Easement with Rivers & Lands Conservancy (“RLC”), which the City will grant following its acceptance of Parcel 2.

A G R E E M E N T:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Property Owner agree as follows:

1. Agreement. In consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein, Property Owner agrees to voluntarily grant and convey to City fee simple absolute title in to Parcel 2 pursuant to the Grant Deed attached hereto as Exhibit C (“Grant Deed”). Within ten (10) business days following the mutual execution of this Agreement, Property Owner shall deliver the original executed and notarized Grant Deed to Escrow Agent (defined below). City shall be responsible for reviewing title to Parcel 2 and any matters of record thereon and, to the extent necessary, working with Escrow Agent regarding any issues arising therefrom. Property Owner shall reasonably cooperate with City and Escrow Agent in connection with any title issues that arise as is reasonably necessary to facilit ate City’s acceptance of the Grant Deed.

2. Conditions Precedent. The following conditions (“Conditions”) are for the benefit of Property Owner and City and must be met (or waived in writing by both parties) prior to the 416
4924-7108-8763
391567.00004 -2-

recordation of the Grant Deed (with failure of such conditions being handled in accordance with Section 2(e) below):
(a) D.R. Horton Los Angeles Holding Company, Inc., a California corporation (“Builder”), shall have acquired fee title to Parcel 1 as contemplated by the Purchase Agreement (“Builder Acquisition”). Prior to or concurrently with such acquisition, Property Owner shall have conveyed to Builder (i) a permanent stormwater outlet easement onto Parcel 2 for the benefit of Parcel 1 , and (ii) a temporary access easement to pass through Parcel 2 during development activities for the benefit of Parcel 1.
(b) City shall have executed an assumption agreement of the Land Conservation Monitoring and Management Agreement by and between Property Owner and Irvine Ranch Conservancy, a California nonprofit public benefit corporation dated as of August 1, 2023, as amended by that certain Land Conservation Monitoring and Management Agreement Amendment dated as of February 11, 2025 (as amended, “Land Conservation Agreement ”), provided Builder shall be obligated to pay the fees for the Services (as defined in the Land Conservation Agreement) pursuant to Paragraph 3 of the Land Conservation Agreement. (c) Builder shall have assumed or replaced the Fund Agreement for the Mabury Conservation Area Fund by and between Property Owner and the San Diego Foundation dated as of February 19, 2025 (“Fund Agreement”). For the avoidance of doubt, Builder, not the City, shall be obligated to pay any amounts for the endowment fund, as further described in the Fund Agreement.
(d) Builder and RLC shall have entered into an endowment management agreement to fund the long -term management of the Conservation Area (“Endowment Management Agreement”). For the avoidance of doubt, Builder, not the City, shall be obligated to pay (i) the Endowment Amount thereunder, and (ii) the Initial Financial Requirement thereunder, as defined and further described in the Endowment Management Agreement. (e) If the foregoing conditions fail to occur on or before September 30, 2030 (“Outside Date”), then either party may elect to terminate this Agreement by written notice to the other party, in which event neither party shall have any further rights, obligations or liabilities under this Agreement.

3. City Acceptance. Upon satisfaction of the Conditions, and upon Builder’s deposit into an escrow account (“Escrow Account ”) of the full amount of all required conservation, stewardship, monitoring, enforcement, and endowment funding pursuant to the Conservation Easement and the Endowment Management Agreement and segregated for that sole purpose (the “Escrowed Endowment Funds”), the City shall execute the Certificate of Acceptance attached to the Grant Deed (“Certificate of Acceptance”), and Escrow Agent shall submit the Grant Deed to be recorded in the Official Records of Orange County, California ( “Official Records ”) within five (5) days of its receipt of the signed Certificate of Acceptance from City. The Escrow Account shall be deemed fully prepaid upon Builder’s deposit for purposes of the City’s acceptance as evidenced by its execution of the Certificate of Acceptance , with release conditioned only upon completion of agency -required work and receipt of applicable agency sign -off, as set forth in separate escrow instructions. The City shall have no obligation to manage, disburse, enforce, or 417
4924-7108-8763
391567.00004 -3-

otherwise administer the Escrowed Endowment Funds. Recordation fees and escrow fees shall be paid by Property Owner. City hereby approves of the form of Conservation Easement attached hereto as Exhibit D and agrees to be bound by the terms of such Conservation Easement, subject to (i) third-party revisions and (ii) Property Owner’s reimbursement of City’s out-of-pocket expenses incurred in connection with the review and approval of such third-party revisions. City hereby acknowledges and agrees to perform and be bound by the obligations of (i) the Long-Term Management Plan for the Mabury Tentative Tract Map No. 18163 dated as of September 2024 (the “Management Plan”), (ii) the Land Conservation Agreement , (iii) the Fund Agreement, and (iv) the Endowment Management Agreement.

4. Escrow Agent. The escrow agent shall be First American Title Company , 18500 Von Karman Avenue , Suite 600, Irvine, California 92612 , Attention: Wendy Mendoza, Email:
[email protected] (“Escrow Agent ”). City and Property Owner shall execute any additional instructions as may be reasonably necessary by Escrow Agent to implement the terms of this Agreement.

5. Post-Closing Obligations. City hereby covenants and agrees to cause the following to be recorded in the Official Records following the Closing, to the extent the same have not yet been recorded:
(a) The Conservation Easement.
(b) A permanent access easement through Parcel 2 for the benefit of RLC and IRC.

6. Miscellaneous.
(a) Counterparts. This Agreement may be executed in multiple counterparts, including the transmission and execution of counterparts by electronic means without the need to exchange original signatures, each of which shall constitute an original, but all of which shall collectively constitute one Agreement.
(b) Authority. Each person signing this Agreement warrants and represents that he or she has the requisite authority and ability to enter into this Agreement and to bind the party on behalf of which such person is signing.
(c) Governing Law. This Agreement shall be governed by the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Orange, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings. (d) Further Assurances . City and Property Owner shall perform any other reasonable acts and execute and deliver any and all other reasonable documents as may be reasonably necessary to carry out the purpose and intent of this Agreement. [Signatures continue on the following page(s)]

418
4924-7108-8763
391567.00004 -4-

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first set forth above.

SELLER:

MILAN REI X, LLC,
a California limited liability company
By: Tivoli Capital Inc.,
a California corporation
Its: Managing Member

By:

Claus Dieckell
Its: President

CITY:

CITY OF ORANGE,
a municipal corporation

By:

Daniel R. Slater, Mayor

ATTEST:

By:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

By:

Nathalie Adourian, City Attorney √

[Signatures continue on the following page]

419
4924-7108-8763
391567.00004 -1-

-5-

AGREEMENT OF ESCROW AGENT:

The undersigned hereby executes this Agreement to confirm its agreement to act as Escrow Agent in accordance with the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned Escrow Agent has executed this Agreement as of ___________________, 20__.

FIRST AMERICAN TITLE COMPANY

By: __________________________
Name: _______________________
Title: ________________________
420

4924-7108-8763
391567.00004

EXHIBIT A
-1-

EXHIBIT A

LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND DESCRIBED AS FOLLOWS:

PARCEL 1 AND 2 OF PARCEL MAP NO. 2021-187, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 415, PAGES 38 THROUGH 47 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY.

PARCEL 2 IS DEPICTED IN GREEN BELOW:

421

4924-7108-8763
391567.00004 EXHIBIT B

EXHIBIT B

LEGAL DESCRIPTION AND DEPICTION OF THE CONSERVATION AREA [see attached]
422

4924-7108-8763
391567.00004 EXHIBIT B

423

4924-7108-8763
391567.00004 EXHIBIT B

424

4924-7108-8763
391567.00004 EXHIBIT B

425

4924-7108-8763
391567.00004 EXHIBIT B

426

4924-7108-8763
391567.00004 EXHIBIT B-1

427

4924-7108-8763
391567.00004 EXHIBIT B-1

428

4924-7108-8763
391567.00004 EXHIBIT B-1

429

4924-7108-8763
391567.00004 EXHIBIT B-1

430

4924-7108-8763
391567.00004 EXHIBIT B-1

431

4924-7108-8763
391567.00004 EXHIBIT B-1

432

4924-7108-8763
391567.00004 EXHIBIT B-1

433

Exhibit C

EXHIBIT C

GRANT DEED/

CERTIFICATE OF ACCEPTANCE
[See Attached]

434

4924-7108-8763
391567.00004 -9-

-1-

Recording Requested by:

City Clerk of the City of Orange

WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF ORANGE
300 E. CHAPMAN AVENUE
ORANGE, CA 92866

EXEMPT-GOVERNMENT AGENCY
(Government Code §§6103 & 27383)

By:

City Clerk, City of Orange (Space Above Line For Recorder’s Use Only)

GRANT DEED

DOCUMENTARY TRANSFER TAX: City Deed #
Exempt pursuant to Revenue and Taxation Code Section 11922 APN # File #

FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, MILAN REI X, LLC, a California limited liability (“Grantor”) HEREBY GRANTS to the CITY OF ORANGE, a municipal corporation (“Grantee”) all that real property situated in the County of Orange, State of California, described as follows (the “Property”):

SEE EXHIBIT A ATTACHED HERETO.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
435

4924-7108-8763
391567.00004 -1-

-2-

GRANTOR:

MILAN REI X, LLC,
a California limited liability company
By: Tivoli Capital Inc.,
a California corporation
Its: Managing Member

By:

Claus Dieckell
Its: President

[Signature(s) continue on the following page]
436

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

437

CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
THIS IS TO CERTIFY that the interest in real property conveyed under the foregoing Grant Deed from MILAN REI X, LLC, a California limited liability to the CITY OF ORANGE, a municipal corporation, is hereby accepted by the ________________ on behalf of the City of Orange (“Grantee”) pursuant to authority conferred by Resolution No. ______________ of the City Council of the City of Orange adopted on _______________ and the Grantee consents to the recordation thereof by its duly authorized officer.

CITY OF ORANGE,
a municipal corporation and charter city
By:

Name:

Its:

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

438

4924-7108-8763
391567.00004

EXHIBIT A
-1-

EXHIBIT A
Legal Description

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND DESCRIBED AS FOLLOWS:

PARCEL 2 OF PARCEL MAP NO. 2021 -187, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 415, PAGES 38 THROUGH 47 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY.

439

4924-7108-8763
391567.00004

EXHIBIT D
-1-

EXHIBIT D

FORM OF CONSERVATION EASEMENT
[to be attached]

440

4924-7108-8763
391567.00004

EXHIBIT D
-2-

RECORDING REQUESTED BY AND )
WHEN RECORDED MAIL TO: )
)
Rivers & Lands Conservancy )
c/o J. Matthew Wilcox, Esq. )
Fennemore, LLP )
550 East Hospitality Lane, Suite 350 )
San Bernardino, CA 92408 )
)
)
WITH COPY TO: )
)
State of California )
Department of Fish and Wildlife )
Habitat Conservation Planning Branch )
Post Office Box 944209 )
Sacramento, CA 94244-2090 )

Space Above Line for Recorder’s Use Only

CONSERVATION EASEMENT DEED
(Including Third-Party Beneficiary)

THIS CONSERVATION EASEMENT DEED (“Conservation Easement”) is made as of _________________, 2025 by the CITY OF ORANGE (“Grantor”), in favor of RIVERS & LANDS CONSERVANCY, a California nonprofit corporation (“Grantee”), with reference to the following facts:

R E C I T A L S

A. Grantor is the sole owner in fee simple of certain real property containing approximately 30.755 acres of land, located in the County of Orange, State of California, designated as portions of Assessor’s Parcel Numbers 370-141-19, 370-041-12, 370-011-08, 370- 011-18, 093-280-30, 370-213-01 and 370-011-21 (“Property”). The Property is legally described and depicted in Exhibit A attached to this Conservation Easement and incorporated in it by this reference. Grantor intends to grant a conservation easement over an approximately 2.3 acre portion of the Property ( “Easement Area ”). The Easement Area is legally described and depicted in Exhibit B attached to this Conservation Easement and incorporated in it by this reference.

B. The Easement Area is in an unimproved natural condition and possesses wildlife and habitat values of great importance to Grantee, the California Department of Fish and Wildlife (“CDFW”), and the people of the State of California . The Easement Area conserves existing and restored riparian habitat which provides important functions benefitting a variety of wildlife species, including the state and federally endangered least Bell ’s vireo ( Vireo bellii pusillus ).

Individually and collectively, these wildlif e and habitat values comprise the “Conservation Values” of the Easement Area.
441

4924-7108-8763
391567.00004

EXHIBIT D
-3-

C. Grantee is authorized to hold conservation easements pursuant to Civil Code section 815.3. Specifically, Grantee is a tax-exempt nonprofit organization qualified under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and qualified to d o business in California which has as its primary purpose the preservation, protection or enhancement of land in its natural, scenic, historical, agricultural, forested, or open-space condition or use.

D. The Easement Area provides, among other things, compensatory mitigation for unavoidable impacts associated with the Mabury Tentative Tract Map No. 18163 project (“Project”) pursuant to requirements of the following State and Federal approvals (collectively, “Agency Approvals”): (1) Biological Opinion (FWS-OR-22-0029849-S7-F), issued by the United States Fish and Wildlife Service (“USFWS”), in consultation with the United States Army Corps of Engineers, (2) California Endangered Species Act (CESA) Consist ency Determination (No. 2080-2022-018-05), which was issued by CDFW, and (3) the Long -Term Management Plan (“LTMP”) prepared by ESA dated September, 2024 ( “LTMP”). USFWS and Department are sometimes referred to herein as an “Agency” and collectively the Agencies”.

E. USFWS is an agency within the United States Department of the Interior, has jurisdiction over the conservation, protection, restoration and management of fish, wildlife, native plants, and the habitat necessary for biologically sustainable populations of t hese species within the United States pursuant to the federal Endangered Species Act (ESA), 16 U.S.C. Section 1531, et seq., the Fish and Wildlife Coordination Act, 16 U.S.C. Sections 661-666c, the Fish and Wildlife Act of 1956, 16 U.S.C. Section 742(f), et seq., and other provisions of federal law.

F. CDFW has jurisdiction, pursuant to Fish and Game Code section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and CDFW is authori zed to hold conservation easements for these purposes pursuant to Civil Code section 815.3, Fish and Game Code section 1348, and other provisions of California law.

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to California law, including Civil Code section 815, et seq., Grantor hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Easement Area.

1. Purposes. The purposes of this Conservation Easement are to ensure the Easement Area will be retained forever in its natural, restored, or enhanced condition (“Natural Condition”) and to prevent any use of the Easement Area that will impair or interfere with the Conservation Values of the Easement Area. Grantor intends that this Conservation Easement will confine the use of the Easement Area to activities that are consistent with such purposes, including, without limitation, those involving the preserva tion, restoration, and enhancement of native species and their habitats. The term “Natural Condition” shall mean the condition of the Easement Area, as it exists at the time this Conservation Easement is executed, as well as future enhancements or changes to the Easement Area that occur directly as a result of: (i) activities described herein; and (ii) changes occurring over time not caused by a violation of this Conservation Easement. If a controversy arises with respect to the present Natural Condition of the Easement Area, Grantor, 442

4924-7108-8763
391567.00004

EXHIBIT D
-4-

Grantee, or the Agencies shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy.

2. Grantee’s Rights and Duties.
(a) To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee and to CDFW as a third -party beneficiary of this Conservation Easement:
(i) To preserve and protect the Conservation Values of the Easement Area;
(ii) To enter the Property at reasonable times in order to access the Easement Area to monitor compliance with and otherwise enforce the terms of this Conservation Easement, and for scientific research and interpretive purposes by Grantee or its designees and CDFW or its designees, provided that neither Grantee nor CDFW shall unreasonably interfere with Grantor’s authorized use and quiet enjoyment of the Property; (iii) To prevent any activity on or use of the Easement Area that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Easement Area that may be damaged by any act, failure to act, or any use or activity that is inconsistent with the purposes of this Conservation Easement; (iv) Subject to the Mineral Rights Reservation (as defined in Section 22 (m), to require that all mineral, air and water rights as Grantee or CDFW deems necessary to preserve, protect, and sustain the biological resources and Conservation Values of the Easement Area shall remain a part of and be put to beneficial use upon the Easement Area, consistent with the purposes of this Conservation Easement; and
(v) All present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Area; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Easement Area, the Property, nor any other property adjacent or otherwise. (b) In carrying out its duties under this Conservation Easement, Grantee, its successors and assigns shall:
(i) Prior to the execution of this Conservation Easement, Grantee has prepared baseline survey and report documenting the existing condition of the Easement Area (“Baseline Report”). Such Baseline Report documents the Conservation Values, public benefits, and conditions that relate to this Conservation Easement ’s restrictions and reserved rights, including written descriptions along with related maps and photographs. Prior to the execution of this Conservation Easement, the Baseline Report shall be signed and dated by Grantee and submitted to Grantor for review and dated signature, indicating that both Grantee and Grantor attest to the accuracy of the information contained in the Baseline Report; 443

4924-7108-8763
391567.00004

EXHIBIT D
-5-

(ii) Perform at least a semi -annual compliance inspection of the Easement Area to document site conditions and to identify any activity or use that is inconsistent with the purpose of this Conservation Easement or which may compromise Conservation Values, including the presence of non-native plants, pests, trespassers or other prohibited activities (“Field Survey”). During such semi-annual Field Survey, Grantee will document existing site conditions, document changes in site conditions and uses prohibited under the Conservation Easement, visit photo points and take photos, and arrange for corrective actions, as necessary. Grantee shall retain relevant documents relating to such semi-annual Field Surveys, notify Grantor within one (1) week of any such Field Survey of any conditions that require corrective measures, and will arrange for follow-up surveys to be conducted, as needed, to review and address management issues; and (iii) Prepare an annual report documenting the results of the semi-annual Field Survey (“Annual Report”). Such Annual Report will summarize activities undertaken during the preceding year, including the semi-annual Field Survey, and contacts with the fee owner of the Easement Area. Such Annual Report will describe the conditions of the Easement Area, describe changes in site conditions, identify any problems or management issues, and describe uses prohibited under the Conservation Easement. It will inclu de photos, maps and other relevant exhibits. The Annual Report will include the annual Land Management Report provided by Grantor, as an appendix. Grantee will provide a copy of the Annual Report to Grantor, and to the Agencies. Grantee shall store mate rials including field notes, photos, photo location maps, and maps of site conditions.
(c) Concurrently with the execution of this Conservation Easement, Grantee shall be paid: (i) certain funds for Grantee’s costs, and the costs of Grantee’s obligations hereunder for the first three (3) years ( “Initial Financial Requirement”), and (ii) a non -wasting endowment (“Endowment”), for the Grantee ’s obligations hereunder, in perpetuity. The Initial Financial Requirement and Endowment shall be paid pursuant to a separate Endowment Agreement between [DR HORTON] and Grantee, of even date herewith . Notwithstanding anything to the contrary contained herein, Grantee shall have no obligation to expend any monies other tha n the interest, gains, or other earnings, addition and appreciation, accrued on the Endowment funds, to satisfy its obligation under this Conservation Easement. Grantee shall not be liable to Grantor or to any other person for losses arising out of the in vestment of the Endowment, or if Grantee is unable to undertake certain obligations hereunder as a result of the lack of funding.

3. Prohibited Uses. Any activity on or use of the Easement Area that is inconsistent with the purposes of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, and subject to Grantor ’s Reserved Rights as provided in Section 5, the following uses and activities by Grantor, Grantor’s agents, and third parties are expressly prohibited:
(a) Unseasonable watering; use of chemical fertilizers, pesticides, biocides, herbicides, rodenticides, fungicides or other agents; weed abatement activities; incompatible fire protection activities; and any and all other activities and uses which may adversely affect the Conservation Values of the Easement Area or otherwise interfere with the purposes of this Conservation Easement;
(b) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways;
444

4924-7108-8763
391567.00004

EXHIBIT D
-6-

(c) Agricultural activity of any kind;
(d) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing;
(e) Commercial, industrial, institutional, or residential structures or uses; (f) Any legal or de facto division, subdivision or partitioning of the Easement Area, including a request for a certificate of compliance pursuant to the Subdivision Map Act (Gov. Code section 66499.35);
(g) Construction, reconstruction , expansion, location, relocation, installation, or placement of any building, billboard or sign, or any other structure or improvement of any kind; (h) Deposit or accumulation of soil, trash, ashes, refuse, waste, bio -solids or any other materials;
(i) Planting, introduction, or dispersion of non-native or exotic plant or animal species;
(j) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extracting minerals, loam, soil, sands, gravel, rocks or other material on or below the surface of the Easement Area, or granting or authorizing surface entry for any such purpose;
(k) Altering the surface or general topography of the Easement Area, including building roads or trails, or paving or otherwise covering any portion of the Easement Area; (l) Removing, disturbing, altering, destroying, or cutting of trees, shrubs or other vegetation, except as required by law and in conformance with a management plan approved by Grantee and CDFW for (1) maintenance of existing foot trails or roads, or (2) prevention or treatment of disease;
(m) Removing, disturbing, altering, destroying, or cutting trees, shrubs, or other vegetation, beyond that which is reasonably required by applicable law, the fire department, or to provide for fire suppression;
(n) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Easement Area, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters; (o) Without the prior written consent of Grantee and CDFW, which Grantee and CDFW each may withhold, transferring, encumbering, selling, leasing, or otherwise separating the mineral, air, or water rights for the Easement Area; changing the place or purpose of use of the water rights; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area, including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) 445

4924-7108-8763
391567.00004

EXHIBIT D
-7-

rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (4) any water from wells that are in existence or may be constructed in the future on the Easement Area; (p) Any activity or use that may violate or fail to comply with relevant federal, state, or local laws, regulations, or policies applicable to Grantor, the Easement Area, or the activity or use in question.

4. Grantor’s Duties. Grantor, its successors and assigns shall be responsible for the following, in coordination with Grantee:
(a) Grantor shall provide written notice to Grantee following the issuance of final approvals from the Agencies confirming that all obligations of the Agency Approvals have been completed (“Agency Sign Off Notice ”). Such Agency Sign Off Notice shall be sent to Grantee via certified mail, and shall indicate in bold conspicuous type “Agency Sign Off Notice”.

The Agency Sign Off Notice shall not be given until all Agencies have provided final sign off and approval for all Agency Approvals
(b) Undertake all reasonable actions to prevent the unlawful entry and trespass onto the Easement Area using all reasonable methods available to Grantor including City code enforcement, and local law enforcement;
(c) Maintenance of access control measures to prevent unlawful entry onto the Easement Area, together with signage indicating “Protected Area”, “No Trespassing”, and similar signage to prevent trespassing;
(d) Notify Grantee at least twenty (20) days in advance of any of the following activities on the Easement Area: (i) any scheduled action and necessary infrastructure maintenance, and (ii) any habitat enhancement and restoration work on the Easement Area; (e) Notify Grantee of any occurrence of trespass, disturbance, or alteration of the Easement Area, which notice shall include a description of the actions Grantor contemplates to address such trespass, disturbance and/or alteration; (f) Within thirty (30) days of a trespass, disturbance or alteration of the Easement Area, undertake corrective and remediation measures to restore the Easement Area, and to prevent future trespass, disturbance and alteration of the Easement Area; (g) Undertake all land management responsibilities of the owner of the Easement Area, including all responsibilities of the “Land Manager” pursuant to the LTMP (“Land Manager”). Grantor acknowledges and agrees that: (i) Grantor is responsible for all obligations of the Land Manager, notwithstanding that Grantor may contract with another entity to undertake all, or any portion of, such obligations, and (ii) Grantee is not the Land Manager, and nothing contained herein shall be construed to obligate Grantee to undertake any obligations of the Land Manager;
(h) Undertake all reasonable protections designated by Grantee to ensure the protection of the Easement Area, and the Conservation Values, as may be designated by Grantee 446

4924-7108-8763
391567.00004

EXHIBIT D
-8-

in the exercise of its commercially reasonable discretion; (i) Cooperate with Grantee, its successors or assigns in the protection of the Conservation Values;
(j) In connection with any entry onto the Easement Area, whether pursuant to this Section 4, or pursuant to the Reserved Rights below, limit Grantor ’s access to the smallest area possible and, if directed by Grantee, retain a Biological Monitor (as hereinafter defined), to oversee Grantor’s entry onto the Easement Area;
(k) Grantor shall undertake all necessary actions to perfect the rights of Grantee and CDFW under Section 2 of this Conservation Easement; and

5. Reserved Rights. Grantor reserves all rights accruing from its ownership of the Easement Area, that are not expressly prohibited or limited by, and are consistent with, the Purpose of this Conservation Easement, including the following uses:
(a) Reasonable access through the Easement Area and Property to adjacent land over existing roads, or to perform obligations or other activities permitted by this Conservation Easement. In addition, during the construction of the Project, Grantor shall have the right to provide ingress and egress over that certain portion of the Easement Area depicted on Exhibit “C”, attached hereto and incorporated herein by reference (“Construction Access Area”). For purposes of using the Construction Access Area, the P roject will require the installation of a temporary culvert (e.g. a large pipe), and a temporary bridge over the culvert. Upon completion of construction, the temporary construction access bridge and historic fill, as well as any other improvements placed in the Construction Access Area, shall be removed and the Construction Access Area shall be restored to open water and riparian habitat, as required by the Project ’s Compensatory Mitigation Plan (Revised) prepared by ESA, and dated July 2021. (b) Creation and enhancement of native plant communities, including the right to plant native trees and shrubs, for purposes of preventing erosion and reestablishing native vegetation, or to revegetate areas that may be damaged (whether by permitted activities, by severe weather or fire, or by the acts of persons wrongfully damaging the Natural Condition of the Easement Area). Prior to any habitat enhancement activities, Grantor shall have a Biological Monitor (as hereinafter defined) submit detailed plans to Grantee and to the Agencies for review and approval. Habitat enhancement activities shall not be in direct or potential conflict with the preservation of the Natural Condition of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable statutes, regulations, and permitting requirements. The term “Biological Monitor ” shall mean a qualified third party consultant approved by Grantee, with successful habitat restoration experience and knowledge of resources in the County in which the Property is located, and expertise in the field of biology or a related field.
(c) Removal or trimming of vegetation downed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species; provided that any such activities shall be undertaken only after obtaining Grantee ’s approval, based upon detailed plans submitted to Grantee. Vegetation, debris, and exotic plant species removal shall not be in direct 447

4924-7108-8763
391567.00004

EXHIBIT D
-9-

or potential conflict with the preservation of the Natural Condition of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable laws, regulations, and permitting requirements.
(d) The right, in an emergency situation only, to maintain firebreaks (defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove brush, and to perform preventative measures required by the fire department to protect struc tures and other improvements from encroaching fire.
(e) The application of pesticides as may be mandated by applicable pest control programs of the local jurisdictions. Detailed plans for the implementation of pest control activities, other than the standard application of pesticides, shall be submitted to the Agencies and Grantee, for review and approval. Pesticide activities shall not be in direct or potential conflict with the preservation of the Natural Condition of the Easement Area or the Purpose of this Conservation Easement and shall be performed i n compliance with all applicable laws, regulations, and permitting requirements.

6. Grantee’s Remedies.
(a) CDFW and USFWS, as a third party beneficiaries of this Conservation Easement, shall have the same rights and remedies as Grantee under this Section 6. If Grantee determines that a violation of the terms of this Conservation Easement has occurred or is threatened, Grantee shall give writt en notice to Grantor of such violation and demand in writing the cure of such violation (“Notice of Violation”). At the time of giving any such notice, Grantee shall give a copy of the notice to CDFW (or, if CDFW gives a Notice of Violation it shall also give a copy of the notice to Grantee). Notice shall be provided in accordance with Section 20 of this Conservation Easement.
(b) If Grantor fails to cure the violation within fifteen (15) days after receipt of the Notice of Violation, or if the cure reasonably requires more than fifteen (15) days to complete and Grantor fails to begin the cure within the fifteen (15)-day period or fails to continue diligently to complete the cure, Grantee may bring an action at law or in equity in a court of competent jurisdiction for any or all of the following: to recover any damages to which Grantee may be entitled for violation of the terms o f this Conservation Easement or for any injury to the Conservation Values of the Easement Area; to enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies; to pursue any other legal or equitable relief, including, but not limited to, the restoratio n of the Easement Area to the condition in which it existed prior to any such violation or injury; or to otherwise enforce this Conservation Easement.

Without limiting the liability of Grantor, Grantee may apply any damages recovered to the cost of undertaking any corrective action on the Easement Area. (c) If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate injury to the Conservation Values of the Easement Area, Grantee may pursue its remedies under this Conservation Easement without prior notice to Grantor or without waiting for the period provided for cure to expire. Grantee ’s rights under this section apply equally to actual or threatened violations of the terms of this Conservation Easement. 448

4924-7108-8763
391567.00004

EXHIBIT D
-10-

(d) Grantor agrees that Grantee’s remedies at law for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee ’s remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in Civil Code section 815, et seq. (e) If at any time in the future Grantor or any subsequent transferee uses or threatens to use the Easement Area for purposes inconsistent with this Conservation Easement then, despite the provisions of Civil Code section 815.7, the California Attorney General, any person and any entity with a justiciable interest in the preservation of this Conservation Easement has standing as an interested party in any proceeding affecting this Conservation Easement.

7. Costs of Enforcement. Grantor shall bear all costs incurred by Grantee or CDFW, where it is a prevailing party in enforcing the terms of this Conservation Easement against Grantor.

These costs include, but are not limited to, the following: costs of suit and attorneys’ and experts’ fees, and any costs for restoration necessitated by Grantor ’s negligence or breach of this Conservation Easement.

In the event that Grantee is the Party exercising its right to enforce the terms of this Conservation Easement, in addition to the Enforcement Costs, Grantor shall also reimburse Grantee for all of Grantee ’s staff time, based upon its standard hourly rate at the time of such violation (collectively with the Enforcement Costs, “Grantee’s Costs”). In the event that Grantor fails to pay Grantee’s Costs to Grantor within thirty (30) days of a demand by Grantee, Grantee’s Costs shall thereafter bear interest at the greater of: (a) the Prime Rate as published by Bank of America, plus 2%, or (b) the maximum amount allowed pursuant to California law.

At Grantee’s election, Grantee shall have the option to require that Grantor advance Grantee’s Costs to Grantee. Grantee shall exercise such right by notice to Grantor, together with an estimate of Grantee ’s Costs (“Advanced Amount”). Grantor shall pay the Advanced Amount to Grantee, within thirty (30) days of the receipt of a demand from Grantee. Grantee shall deposit such Advanced Amount into a separate bank account, and shall have the right to draw down and pay itself from the Advance Amount, as Grantee’s Costs are incurred. In the event that Grantee’s Costs exceed the Advanced Amount, Grantor shall pay the balance to Grantee, within thirty (30) days of a demand. If the event that the actual Grantee’s Costs are less than the Advanced Amount, Grantee shall reimburse Grantor for any sum remaining following the completion of such enforcement action. Payment of the Advanced Amount shall not be construed to limit Grantor ’s obligations hereunder to pay all of Grantee’s Costs.

8. Discretion of Grantee and CDFW. Enforcement of the terms of this Conservation Easement by Grantee or CDFW shall be at the discretion of the enforcing party , and any forbearance by Grantee or CDFW to exercise its rights under this Conservation Easement in the event of any breach of any term of this Conservation Easement shall not be deemed or construed to be a waiver by Grantee or CDFW of such term or of any subsequent breach of the same or any other term of this Conservation Easement or of any rights of Grantee or CDFW under this 449

4924-7108-8763
391567.00004

EXHIBIT D
-11-

Conservation Easement. No delay or omission by Grantee or CDFW in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

9. Acts Beyond Grantor’s Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee or CDFW to bring any action against Grantor for any injury to or change in the Easement Area resulting from (i) any natural cause beyond Grantor’s control, including, without limitation, fire not caused by Grantor, flood, storm, and earth movement, or any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from s uch causes; or (ii) acts by Grantee or its employees or CDFW or its employees.

10. CDFW Right of Enforcement. All rights and remedies conveyed to Grantee under this Conservation Easement shall extend to and are enforceable by CDFW. These enforcement rights are in addition to, and do not limit, the rights of enforcement under the Agency Approvals.

11. Reversion. If the Agencies determine that Grantee is not holding, monitoring or managing this Conservation Easement for conservation purposes in the manner specified in this Conservation Easement or in the LTMP then, pursuant to California Government Code Section 65967(e), this Conservation Easement shall revert to the State of California, or to another public agency or nonprofit organization qualified pursuant to California Civil Code Section 815.3 and Government Code Section 65967 (and any successor or other provision(s) then applicable) and approved by the Agencies.

12. Access. This Conservation Easement does not convey a general right of access to the public.

13. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the Easement Area. Grantor agrees that neither Grantee nor CDFW shall have any duty or responsibility for the operation, upkeep or maintenance of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions on the Property. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals required for any activity or use permitted by this Conservation Easement, including those required from CDFW acting in its regulatory capaci ty, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, codes, ordinances, rules, regulations, orders and requirements.

14. Taxes; No Liens . Grantor shall pay before delinquency all taxes, assessments (general and special), fees, and charges of whatever description levied on or assessed against the Property, including the Easement Area, by competent authority (collectively “Taxes”), including any Taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee and CDFW with satisfactory evidence of payment upon request. Grantor shall keep the Easement Area free from any liens (other than a security interest that is expressly subordinate to this Conservation Easement as provided in Section 22(j)) , including those arising out of any obligations incurred by Grantor for any labor or materials furnished or alleged to have been furnished to or for Grantor at or for use on the Property, including the Easement Area. 450

4924-7108-8763
391567.00004

EXHIBIT D
-12-

15. Hold Harmless. Grantor shall hold harmless, protect, and indemnify Grantee and its directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each a “Grantee Indemnified Party” and, collectively, “Grantee’s Indemnified Parties”) and CDFW and its directors, officers, employees, agents, contractors and representatives, and the heirs, personal representatives, successors and assigns of each of them (each a “CDFW Indemnified Party ” and, collectively, “CDFW’s Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation, reasonable attorneys’ fees and experts’ fees), causes of action, claims, demands, orders, liens or judgments (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that this indemnification shall be inapplicable (a) to Grantee ’s Indemnified Parties with respect to any Claim due solely to the negligence of Grantee and (b) to CDFW’s Indemnified Parties with respect to any Claim due solely to the negligence of CDFW; (2) the obligations specified in Sections 4, 13, and 14, and (3) the existence or administration of this Conservation Easement. If any action or proceeding is brought against any of the CDFW’s Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from CDFW, defend such action or proceeding by counsel reasonably acceptable to the CDFW Ind emnified Party or reimburse CDFW for all charges incurred for services of the California Attorney General in defending the action or proceeding.

16. Extinguishment. If circumstances arise in the future that render the purposes of this Conservation Easement impossible to accomplish, this Conservation Easement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction. The Parties agree that any proceeds from the extinguishment shall be used for the purchase of property (including conservation easements) that replaces the natural resource characteristics this Conservation Easement was intended to protect and conserve, or as near as reasonably feasible. The selection of replacement property shall be subject to Agencies prior, written approval. A replacement conservation easement shall be granted in favor of an entity acceptable to the Agencies, and meeting the requirements of Civil Code section 815.1 et seq. and Government Code section 65967 (and any successor or other provision(s) then applicable), and containing the same protections and purposes embodied in this Conservation Easement.

17. Condemnation. Pursuant to Code of Civil Procedure section 1240.055, this Conservation Easement is “property appropriated to public use,” as used in Article 6 (commencing with section 1240.510) and Article 7 (commencing with section 1240.610) of Chapter 3 of Title 7 of the Code of Civil Procedure. A person authorized to acquire property for public use by eminent domain shall seek to acquir e the Property, if at all, only as provided in Code of Civil Procedure section 1240.055. CDFW is a public entity th at imposed conditions on approval of a project that were satisfied, in whole or in part, by the creation of this Conservation Easement. If any person seeks to acquire the Property for public use, Grantee shall provide notice to CDFW and comply with all obligations of the holder of a conservation easement under Code of Civil Procedure section 1240.055. If the Conservation Easement is condemned, the net proceeds from the condemnation shall be used in compliance with Government Code section 65966(j).]

18. Transfer of Easement. This Conservation Easement may be assigned or transferred by Grantee only to CDFW or another entity or organization authorized to acquire and hold 451

4924-7108-8763
391567.00004

EXHIBIT D
-13-

conservation easements pursuant to Civil Code section 815.3 and Government Code section 65967 (and any successor or other provisions then applicable) or the laws of the United States. Grantee shall require the assignee to record the assignment in the county where the Property is located.

The failure of Grantee to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforcement in any way.

19. Transfer of Property. Grantor agrees to incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument by which Grantor divests itself of any interest in all or any portion of the Property, including, without limitation, a leasehold in terest.

Grantor further agrees to give written notice to Grantee and CDFW of the intent to transfer any interest at least sixty (60) days prior to the date of such transfer. Grantee or CDFW shall have the right to prevent subsequent transfers in which prospective subsequent claimants or transferees are not given notice of the terms, covenants, conditions and restrictions of this Conservation Easement.

The failure of Grantor, Grantee, or CDFW to perform any act provided in this sec tion shall not impair the validity of this Conservation Easement or limit its enforceability in any way. In the event that Grantee elects to transfer the Easement Area, Grantor shall transfer all of the Easement Area (in no event shall Grantor transfer only a portion of the Easement Areas, which includes the underlying fee property). From and after the date of any transfer of the Easement Area by Grantor, and each transfer thereafter: (i) the transferee shall be deemed to have assumed all of the obligations of Grantor, as set forth in this Conservation Easement, (ii) the transferee shall be deemed to have accepted the restrictions contained herein, and (iii) all references to Grantor in this Conservation Easement shall thereafter be deemed to refer to such transferee.

20. Notices. Any notice, demand, request, consent, approval, or other communication that any party desires or is required to give to the other parties shall be in writing and be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class United States mail, postage fully prepaid, and addressed as follows:

To Grantor: City of Orange
300 E. Chapman Avenue
Orange, CA 92886-1591
Attn: Director of Public Works
To Grantee: Rivers & Lands Conservancy
Attn: Executive Director
6876 Indiana Avenue
Suite J-2
Riverside, California 92506
To CDFW: Department of Fish and Wildlife
[Name of Region]
[Region’s address]
[Region’s City, State Zip]
Attn: Regional Manager
To USFWS: United States Fish and Wildlife Service
Carlsbad Fish and Wildlife Office
452

4924-7108-8763
391567.00004

EXHIBIT D
-14-

2177 Salk Ave., Suite 250
Carlsbad, CA 92008
Attn: Field Supervisor

or to such other address as Grantor, Grantee, or CDFW shall designate by written notice to the other parties. Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, three (3) days after deposit into the United States mail.

21. Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement and subject to the prior written consent of CDFW. Any such amendment shall be consistent with the purposes of this Conservation Easement and California law governing conservation easements and shall not affect its perpetual duration. Any such amendment shall be recorded in the Official Records of the county in which the Property is located.

22. Additional Provisions.
(a) Controlling Law. The interpretation and performance of this Conservation Easement shall be governed by the laws of the State of California, disregarding the conflicts of law principles of such state.
(b) Liberal Construction . Despite any general rule of construction to the contrary, this Conservation Easement shall be liberally construed to accomplish the purposes of this Conservation Easement and the policy and purpose of Civil Code section 815, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.
(c) Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to any other persons or circumstances. (d) Entire Agreement. This instrument set s forth the entire agreement of the parties with respect to the Conservation Easement and supersede s all prior discussions, negotiations, understandings, or agreements of the parties relating to the Conservation Easement.

No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 21.
(e) No Forfeiture. Nothing contained in this Conservation Easement will result in a forfeiture or reversion of Grantor’s title in any respect. Notwithstanding the foregoing, if CDFW reasonably determines that this Conservation Easement is not being held, monitored, or stewarded for conservation purposes in accordance with the requirements of Government Code section 65967(e), then pursuant to Government Code section 65967(e) the Conservation Easement shall revert to CDFW or to another public agency, governmental entity, special district, or nonprofit organization approved in advance in writing by CDFW. 453

4924-7108-8763
391567.00004

EXHIBIT D
-15-

(f) Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties and their respective personal representatives, heirs, successors, and assigns and shall constitute a servitu de running in perpetuity with the Property.
(g) Termination of Rights and Obligations . A party’s rights and obligations under this Conservation Easement terminate upon transfer of the party’s interest in the Conservation Easement or Property, except that liability for acts, omissions, or breaches occurring prior to transfer shall survive transfer.
(h) Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon its construction or interpretation.
(i) No Hazardous Materials Liability.
(1) Grantor represents and warrants to Grantee and CDFW that it has no knowledge or notice of any Hazardous Materials (defined below) or underground storage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Property, or transported to or from or affecting the Property. All references to “Property in this Section 22 (i) include, but are not limited to, the Easement Area. (2) Without limiting the obligations of Grantor under Section 15 of this Conservation Easement, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee’s Indemnified Parties and the CDFW’s Indemnified Parties (each as defined in Section 15) from and against any and all Claims arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, from, or about, or otherwise associated with the Property at any time, except that (A) this indemnification shall be inapplicable to the Grantee’s Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by Grantee and (B) this indemnification shall be inapplicable to the CDFW’s Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by CDFW. This release and indemnification includes, without limitation, Claims for injury to or death of any person or physical damage to any property; and the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined bel ow). If any action or proceeding is brought against any of the CDFW’s Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from CDFW, defend such action or proceeding by counsel reasonably acceptable to the CDFW Indemnified Party or reimburse CDFW for all charges incurred for services of the California Attorney General in defending the action or proceeding.
(3) Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives to Grantee or CDFW any of the following:
(A) The obligations or liability of an “owner” or “operator,” as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. section 9601, et seq.; hereinafter, “CERCLA”); or 454

4924-7108-8763
391567.00004

EXHIBIT D
-16-

(B) The obligations or liabilities of a person described in 42 U.S.C. section 9607(a)(3) or (4); or
(C) The obligations of a responsible person under any applicable Environmental Laws; or
(D) The right or duty to investigate and remediate any Hazardous Materials associated with the Property; or
(E) Any control over Grantor’s ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. (4) The term “Hazardous Materials ” includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. section 6901, et seq .; hereinafter “RCRA”); the Hazardous Materials Transportation Act (49 U.S.C. section 5101, et seq.; hereinafter “HTA”); the Hazardous Waste Control Law (Health & Saf. Code section 25100, et seq .; hereinafter “HCL”); the Carpenter - Presley-Tanner Hazardous Substance Account Act (Health & Saf . Code section 25300, et seq.; hereinafter “HSA”), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable Environmental Laws now in effect or enacted after the date of this Conservation Easement.
(5) The term “Environmental Laws ” includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other federal, state, local or administrative agency statute, code, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the envir onment or Hazardous Materials. Grantor represents, warrants and covenants to Grantee and CDFW that activities upon and use of the Property by Grantor, its agents, employees, invitees and contractors will comply with all Environmental Laws. (j) Warranty. Grantor represents and warrants that Grantor is the sole owner of fee simple title to the Property; that the Property is not subject to any other conservation easement; and there are no outstanding mortgages, liens, encumbrances or other interests in the Property (including, without limitation, water and mineral interests) that may conflict or are otherwise inconsistent with this Conservation Easement and which have not been expressly subordinated to this Conservation Easement by a written, r ecorded Subordination Agreement approved by Grantee and CDFW.
(k) Additional Easements. Grantor shall not grant any additional easements, rights of way , or other interests in the Property (other than a security interest that is expressly subordinated to this Conservation Easement), or grant , transfer, abandon, or relinquish (each a “Transfer”) any mineral, air, or water right, or any water associated with the Property, without first obtaining the written consent of Grantee and CDFW. Grantee or CDFW may withhold such consent if it determines that the proposed interest or Transfer is inconsistent with the purposes of this Conservation Easement or may impair or interfere with the Conservation Values of the Easement Area. This section shall not limit the provisions of Sections 2(a)(iv) or 3(n), nor prohibit transfer of a fee or leasehold interest in the Property that is subject to this Conservation Easement 455

4924-7108-8763
391567.00004

EXHIBIT D
-17-

and complies with Section 19. Grantor shall provide a certified copy of any recorded or unrecorded grant or Transfer document to Grantee and CDFW.
(l) Recording. Grantee shall record this Conservation Easement in the Official Records of the county in which the Property is located, and Grantee or CDFW may re-record it at any time as it deems necessary to preserve its rights in this Conservation Easement. (m) Grantor’s Representations. To the best of the Grantor’s knowledge, Grantor represents and warrants that there are no structures or improvements existing on the Easement Area as of the date hereof. Grantor further represents and warrants that there are no other previously granted easements existing on the Easement Area that interfere or conflict with the Purpose of this Conservation Easement. Grantor has delivered evidence of the present Natural Condition to the Agencies consisting of (1) a color aerial photograph of the Easement Area at an appropriate scale taken as close in time as possible to the date this Conservation Easement is executed; (2) an overlay of the Easement Area boundaries on such aerial photograph; and (3) on - site color photographs showing all man -made improvements or structures (if a ny) and the major, distinct natural features of the Easement Area.

Notwithstanding the foregoing, Grantee acknowledges that certain of the mineral, oil and gas rights ( “Mineral Rights Reservation”) have been severed from the Property. Grantor has provided Grantee a Mineral Remoteness Evaluation Report dated June 2025, and prepared by Ganey Science ( “Mineral Report”), which has made the finding that the likelihood of any party exercising any rights pursuant to a Mineral Rights Reservation in the Property is remote and characterized as negligible. Grantee represents to Gra ntee that, to Grantor ’s knowledge, the Mineral Report accurately characterizes the rights and obligations of any person relative to such Mineral Rights Reservation.
456

4924-7108-8763
391567.00004

EXHIBIT D
-18-

(n) Exhibits. The following Exhibits referenced in this Conservation Easement are attached to and incorporated by reference in this Conservation Easement:

EXHIBIT A – Legal Description and Map of Property
EXHIBIT B – Legal Description and Map of Easement Area
EXHIBIT C – Construction Access Area
IN WITNESS WHEREOF Grantor has executed this Conservation Easement as of the day and year first above written.

GRANTOR:

BY:

NAME:

TITLE:

DATE:

[NOTE: ATTACH EXHIBITS AND FORM OF NOTARY ACKNOWLEDGMENT]

457
Agenda Item
Orange City Council
Item #: 9.3. 1/13/2026 File #: 25-0684
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Approval of speed cushion installation on Maple Avenue between Main Street and Batavia Street.

2. SUMMARY
The City has received recurring requests for speed humps on Maple Avenue. Based on the history of concerns and the street’s traffic characteristics, speed cushions were proposed. The City Traffic Commission voted to recommend that the City Council conditionally approve their installation.

3. RECOMMENDED ACTION

1. Approve the installation of speed cushions on Maple Avenue between Main Street and Batavia Street.

2. Direct staff to conduct a before-and-after study as part of a pilot program.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology

6. DISCUSSION AND BACKGROUND
Background:

City staff received numerous inquiries concerning traffic speeds on Maple Avenue between Main and Batavia Streets. This portion of Maple Avenue is a two-lane residential street with a curb-to-curb width that varies from 36 to 38 feet. Parking is supported on both sides, and the land use is comprised of single-family residential dwellings. Moreover, painted edge lines (shoulder stripes) have been installed as a traffic calming feature.

Despite the prior traffic calming effort, the City continues to receive complaints over vehicle speeds.

In response to the concerns, City staff conducted an initial traffic study to gather the 85th percentile speed and the average daily traffic volume on Maple Avenue. The study showed that the average daily traffic is 692 vehicles, travelling at an 85th percentile speed of 31 MPH. These values are below those at which speed humps are typically considered, based on the City’s approved Residential Neighborhood Traffic Management Program (RNTMP).

Notwithstanding the above and considering continuing concerns, staff determined that it would be appropriate to consider a pilot program to implement speed cushions on the street. Speed cushions City of Orange Printed on 1/8/2026Page 1 of 3
powered by Legistar™
458
Item #: 9.3. 1/13/2026 File #: 25-0684
appropriate to consider a pilot program to implement speed cushions on the street. Speed cushions are like speed humps in that they are raised roadway features designed to slow vehicles down.

Unlike traditional speed humps, these speed cushions are prefabricated, can be bolted down, and are divided into segments with gaps that allow emergency vehicles to straddle the cushions. Due to the street’sproximity to a fire station and location on the local street network, staff consulted with Orange Fire Department on the design and configuration of the speed cushions.

While the speed cushions are the first of their kind in Orange, they are portable and removable. And, if installed, they would serve as the basis of a pilot program, by providing an opportunity to assess their effectiveness, as well as long-term durability and desirability. The cost to furnish and install the speed cushions is estimated to be between $15,000 and $20,000 and can be funded within the approved FY 26 budget.

Petition Phase:

To identify the level of neighborhood support, a petition was circulated to residents of the affected blocks. To ensure residents were fully informed, the petition was accompanied by a Tentative Speed Cushion Location Map and a Speed Cushion Information Sheet, both of which are included as attachments to this report. These materials provided detailed information on the proposed installation sites, the function of speed cushions, and their anticipated benefits in encouraging slower vehicle speeds.

The table below shows the petition results and indicates a majority of the residents on Maple Avenue are in support of speed cushions.

Street Segment Homes in Favor Homes Opposed Unresponsive Maple Avenue 19 55% 6 17% 9 28%
City Traffic Commission Meeting:

At the December 10, 2025, meeting, the City Traffic Commission (CTC) received public input regarding the proposed installation of speed cushions on Maple Avenue. Residents expressed both support and opposition to the proposal, with most speakers expressing support. · Support: The four residents in favor cited concerns about excessive vehicles speeds along Maple Avenue and noted that speed cushions could help mitigate these issues. · Opposition: The two residents opposed raised concerns about increased noise and the potential changes to vehicle travel paths due to the presence of the cushions.

The CTC discussed potential challenges related to maintenance and cost of the speed cushions.

Also discussed were expected benefits of speed cushions along with concerns and drawbacks, particularly those expressed by the speakers. After deliberation and to balance the interests of the neighborhood, the CTC voted to recommend that the City Council approve the installation of speed cushions on Maple Avenue. The CTC also recommended the speed cushions be installed as a six- month pilot program that includes a before-and-after traffic study to evaluate their effectiveness. Staff is recommending that upon the completion of the six-month evaluation this item return to the City Council if the speed cushions are determined to be ineffective for further discussion.

The recommended action in this report represents the CTC’saction. Should the City Council elect to City of Orange Printed on 1/8/2026Page 2 of 3
powered by Legistar™
459
Item #: 9.3. 1/13/2026 File #: 25-0684
The recommended action in this report represents the CTC’saction. Should the City Council elect to approve the proposed speed cushions, it may do so as recommended by the CTC, or it may add or modify conditions(s), including, but not limited to, the proposed program’s 6-month duration.

7. ATTACHMENTS
· Attachment 1 Area Map
· Attachment 2 Tentative Speed Cushion Location Map
· Attachment 3 Speed Cushion Information Sheet
· Attachment 4 Draft December 10, 2025, Traffic Commission Meeting Minutes · Attachment 5 Traffic Commission Staff Report dated December 10, 2025 · Attachment 6 Notification Letter
City of Orange Printed on 1/8/2026Page 3 of 3
powered by Legistar™
460
Agenda Item
Orange City Council
Item #: 9.3. 1/13/2026 File #: 25-0684
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Approval of speed cushion installation on Maple Avenue between Main Street and Batavia Street.

3. RECOMMENDED ACTION

1. Approve the installation of speed cushions on Maple Avenue between Main Street and Batavia Street.

2. Direct staff to conduct a before-and-after study as part of a pilot program.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology

6. DISCUSSION AND BACKGROUND
Background:

Despite the prior traffic calming effort, the City continues to receive complaints over vehicle speeds.

Notwithstanding the above and considering continuing concerns, staff determined that it would be appropriate to consider a pilot program to implement speed cushions on the street. Speed cushions City of Orange Printed on 1/8/2026Page 1 of 3
powered by Legistar™
461
Item #: 9.3. 1/13/2026 File #: 25-0684
appropriate to consider a pilot program to implement speed cushions on the street. Speed cushions are like speed humps in that they are raised roadway features designed to slow vehicles down.

Petition Phase:

The table below shows the petition results and indicates a majority of the residents on Maple Avenue are in support of speed cushions.

Street Segment Homes in Favor Homes Opposed Unresponsive Maple Avenue 19 55% 6 17% 9 28%
City Traffic Commission Meeting:

The CTC discussed potential challenges related to maintenance and cost of the speed cushions.

The recommended action in this report represents the CTC’saction. Should the City Council elect to City of Orange Printed on 1/8/2026Page 2 of 3
powered by Legistar™
462
Item #: 9.3. 1/13/2026 File #: 25-0684
The recommended action in this report represents the CTC’saction. Should the City Council elect to approve the proposed speed cushions, it may do so as recommended by the CTC, or it may add or modify conditions(s), including, but not limited to, the proposed program’s 6-month duration.

SUBJECT AREA
464
465
Speed Cushion Information Sheet

Please read the list below outlining the advantages and disadvantages of installing speed cushions. Sign the petition and choose whether you are opposed or in favor of installing speed cushions on your street.

Advantages:
• Effective in reducing vehicle speeds
• Does not require parking removal
• Speed cushions do not affect intersection operations

Disadvantages:
• Speed cushions can possibly increase noise from braking and acceleration of vehicles • Increase wear on vehicles
• Some designs may impact aesthetics.

EXAMPLE, NOT EXACT CONFIGURATION
466
City of Orange
City Traffic Commission
December 10, 2025

MINUTES - DRAFT
The Traffic Commission of the City of Orange, California convened on Wednesday, December 10, 2025, at 5:30 p.m. for a Regular Meeting in the Council Chamber, 300 E.

Chapman Avenue, Orange, California.

1. OPENING/CALL TO ORDER
Chair Feliz called the meeting to order at 5:31 p.m.

1.1 PLEDGE OF ALLEGIANCE
Commissioner Matt Hamilton led the flag salute.

1.2 ROLL CALL

Present: Ricci, Barbeito, Hamilton, Jurjis, Chavarria, Redding, and Feliz

Absent: None
Commissioner Jurjis arrived to the meeting at 5:34 p.m.

2. PUBLIC COMMENTS
Public Speakers
Kerry Snyder raised concerns regarding the upcoming paid parking program in Old Town Orange and motorcycle parking in the plaza.

Joshua Cosmo raised concerns regarding the upcoming paid parking program in Old Town Orange and the impact it may have on businesses and residents surrounding the plaza.

Eric Alman raised concerns regarding the newly established permit parking on N .

Parker Street.

3. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine by the City Traffic Commission and will be enacted by one motion. There will be no separate discussion of said items unless members of the Commission, staff or the public request specific items removed from the Consent Calendar for separate action.

Page 1 of 4 ends

Draft
467
City Traffic Commission Minutes - Draft December 10, 2025

3.1. Approval of minutes of the City of Orange Traffic Commission Regular Meeting held on October 08, 2025.

ACTION: Approved minutes as presented.

3.2. Reduce length, and ratify installation, of previously approved red curb along the east side of Canal Street, to serve Orange County Transportation Authority Bus Stop ID: 5309.

ACTION: 1) Reduced length of red curb approved by City Traffic Commission at their October 8, 2025, meeting, on the east side of Canal Street between Meats Avenue and Cumberland Road, from 350 feet to 100 feet; and 2) Ratified installation of 100 feet of red curb.

Approval of the Consent Calendar
A motion was made by Vice Chair Ricci, seconded by Commissioner Hamilton, to approve the Consent Calendar as presented. The motion carried by the following vote:

Ricci, Barbeito, Hamilton, Jurjis, Chavarria, Redding, and FelizAyes:

NoneNoes:

NoneAbsent:

4. NEW BUSINESS

4.1. Installation of 40 feet of red curb on the west side of Wanda Road both north and south of Quincy Avenue.

Transportation Analyst Jose A La Torre provided a brief staff report utilizing a PowerPoint Presentation.

Public Speakers
Clyde Granger spoke in support.

A motion was made by Commissioner Jurjis, seconded by Commissioner Barbeito, to approve 40 feet of red curb on the west side of Wanda Road both north and south of Quincy Avenue. The motion carried by the following vote:

Ricci, Barbeito, Hamilton, Jurjis, Chavarria, Redding, and FelizAyes:

NoneNoes:

NoneAbsent:

4.2. Request to install speed cushions on Maple Avenue between Main Street and Batavia Street.

Assistant Engineer Maria Prado provided a brief staff report utilizing a PowerPoint presentation.

Public Speakers
Pat La Rosa, Lindsay Zothneck, Gigi Case, and Bill Norman spoke in support.

Meline Carranza and Amy McFadin spoke in opposition.

The Commission weighed the request for calming measures together with the concerns over neighborhood traffic impacts. They discussed the factors involved in a short term

Page 2 of 4 ends

Draft
468
City Traffic Commission Minutes - Draft December 10, 2025 pilot program as a way to balance community needs.

A motion was made by Vice Chair Ricci, seconded by Commissioner Jurjis, to recommend that the City Council approve a 6-month speed cushion pilot program on Maple Avenue between Batavia and Main streets, and assess effectiveness at the conclusion of the pilot program. The motion carried by the following vote:

Ricci, Barbeito, Hamilton, Jurjis, Chavarria, Redding, and FelizAyes:

NoneNoes:

NoneAbsent:

4.3. Discussion of potential traffic modifications and safety enhancements to the Orange Plaza.

Deputy Public Works Director /Traffic Engineer Larry Tay provided a brief staff report utilizing a PowerPoint presentation.

Commissioners discussed adding landscaping in the splitter islands, raised crosswalks in the Chapman corridor and including safety measures that focus on protecting lives .

Staff clarified traffic calming measures further from the Plaza are not included in the Commission's role for this item.

Public Speakers
Reggie Mundekis spoke in favor of bollards, raised crosswalks, and splitter islands with landscaping as additional safety measures for the Orange Plaza.

George Cortez spoke in favor of closing the roundabout intersection to traffic in the late evening/early morning hours, introducing small roundabouts at the intersections leading into the Orange Plaza, raised crosswalks and splitter islands.

Jennifer Martinez spoke in favor of raised sidewalks and adding speed cushions outside of the Orange Plaza to help traffic slow down as they enter.

Ryan Bruster raised concerns regarding traffic on Maple Avenue and Olive Street and suggested a 4-way stop and a crosswalk to slow traffic.

Further discussion ensued and included suggestions of increasing lighting in the Plaza area and adding radar feedback signs on approach to the roundabout.

A motion was made by Chair Feliz, seconded by Commissioner Chavarria, to recommend that the City Council direct staff to evaluate traffic calming measures beyond the immediate Plaza area. The motion carried by the following vote:

Barbeito, Hamilton, Jurjis, Chavarria, Redding, Feliz, and RicciAyes:

NoneNoes:

NoneAbsent:

5. ADJOURNMENT
There being no further business, the meeting was adjourned at 6:45 p.m.

The next Regular City Traffic Commission Meeting will be held on Wednesday, February 11, 2026, at 5:30 p.m., in the Council Chamber.

Page 3 of 4 ends

Draft
469
City Traffic Commission Minutes - Draft December 10, 2025 /s/____ ______

LARRY TAY

CITY TRAFFIC ENGINEER

Page 4 of 4 ends

Draft
470
Agenda Item
City Traffic Commission
Item #: 4.2. 12/10/2025 File #: 25-0662
TO: Chair and Members of the City Traffic Commission
THRU: Larry Tay, Deputy Public Works Director/Traffic Engineer FROM: Maria Flores, Assistant Engineer

1. SUBJECT
Request to install speed cushions on Maple Avenue between Main Street and Batavia Street.

2. SUMMARY
The City has received recurring requests for speed humps on Maple Avenue. Based on the history of complaints and the street’s traffic characteristics, speed cushions, rather than speed humps, are being considered for recommendation.

3. RECOMMENDED ACTION
Consider the installation of speed cushions on Maple Avenue between Main Street and Batavia Street and forward the resulting recommendation to City Council.

4. FISCAL IMPACT
None. The cost of the speed cushions can be accommodated within the approved FY 26 budget.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology

6. DISCUSSION AND BACKGROUND
Background:

Maple Avenue between Main and Batavia Streets is a two-lane residential street with a curb-to-curb width that varies from 36 to 38 feet. Parking is supported on both sides and the land use is comprised of single-family residential dwellings. Moreover, painted edge lines (shoulder stripe) have been installed as a traffic calming feature.

Despite the prior traffic calming effort, the City continues to receive expressed concerns over vehicle speeds. In response to the concerns, City staff conducted an initial traffic study to gather the 85th percentile speed and the average daily traffic volume on Maple Avenue. The study showed that the average daily traffic is 692 vehicles, travelling at an 85th percentile speed of 31 MPH. These values are below those at which speed humps are typically considered, based on the City’s approved City of Orange Printed on 12/4/2025Page 1 of 2
powered by Legistar™
30471
Item #: 4.2. 12/10/2025 File #: 25-0662
Residential Neighborhood Traffic Management Program (RNTMP).

Notwithstanding the above and in light of continuing concerns, staff determined that it could be appropriate to consider a pilot program to implement speed cushions on the street. Speed cushions are similar to speed humps in that they are raised roadway features designed to slow vehicles down.

Unlike traditional speed humps, these speed cushions are prefabricated, can be bolted down, and are divided into segments with gaps that allow emergency vehicles to straddle the cushions. Due to the street’sproximity to a fire station and location on the local network, staff consulted with Orange Fire Department on the design and configuration of the speed cushions.

Petition Phase:

The table below shows the petition results and indicates a majority of the residents on Maple Avenue are in support of speed cushions.

Street Segment Homes In Favor Homes Opposed Unresponsive Maple Avenue 19 55% 6 17% 9 28%
Findings:

Based on the above, staff recommends that the City Traffic Commission consider the installation of speed cushions on Maple Avenue between Main Street and Batavia Street and forward the matter to the City Council for approval. The cost to furnish and install the speed cushions is estimated between $15,000 and $20,000; and can be funded within the approved FY 26 budget.

7. ATTACHMENTS
· Area Map
· Tentative Speed Cushion Location Map
· Speed Cushion Information Sheet
· Notification Letter
City of Orange Printed on 12/4/2025Page 2 of 2
powered by Legistar™
31472
LEGEND:

SUBJECT AREA
32473
33474
Speed Cushion Information Sheet

Advantages:
• Effective in reducing vehicle speeds
• Does not require parking removal
• Speed cushions do not affect intersection operations

Disadvantages:
• Speed cushions can possibly increase noise from braking and acceleration of vehicles • Increase wear on vehicles
• Some designs may impact aesthetics.

EXAMPLE, NOT EXACT CONFIGURATION
34475
35476
477
Agenda Item
Orange City Council
Item #: 9.4. 1/13/2026 File #: 25-0690
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Authorize the lease-purchase of a Pierce Enforcer Urban Search and Rescue apparatus through the Houston-Galveston Area Council HGACBuy Cooperative Purchasing Program, Contract No. FS 12-

23. 2. SUMMARY
Lease-purchase one Pierce Enforcer Urban Search and Rescue apparatus from South Coast Fire Equipment. The City Council has previously approved the Cooperative Purchasing Agreement as the standard for vehicle and equipment procurement.

3. RECOMMENDED ACTION

1. Approve the lease-purchase agreement with PNC Bank in the amount of $2,171,284.64 for financing for the purchase of one Pierce Enforcer Urban Search and Rescue apparatus; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Approve the lease-purchase of one Pierce Enforcer Urban Search and Rescue apparatus from South Coast Fire Equipment for $2,171,284.64.

3. Authorize the appropriation of $434,257 from Vehicle Replacement (720) unreserved fund balance to: 720-5401-80301 - Vehicle Capitalization

4. FISCAL IMPACT
The expense for this lease-purchase is $434,257 and will be funded through the Motor Vehicle Replacements Fund (720):
720-5401-80301- Vehicle Capitalization
Upon approval of this appropriation, the estimated Vehicle Replacement (720) fund balance on June 30, 2025, will be $100,103.

Funding for additional annual appropriations for financing installments must be approved through the annual budget process in subsequent years.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
City of Orange Printed on 1/8/2026Page 1 of 3
powered by Legistar™
478
Item #: 9.4. 1/13/2026 File #: 25-0690
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability

6. DISCUSSION AND BACKGROUND
The purpose of this report is to request City Council authorization to replace the City’stwenty-four- year-old Urban Search and Rescue (USAR) apparatus with a modern Pierce Enforcer USAR unit.

This replacement is necessary to maintain operational readiness and reflects a strategic financial approach centered on using a lease-purchase agreement with prepayment financing. This financing method provides substantial cost savings while preserving budget flexibility.

The 24-year-old USAR apparatus, a modern Pierce Enforcer USAR unit, ensures continued support for complex rescue operations. The new unit provides increased capacity and operational flexibility, enhances regional mutual aid support, and maintains the City’s long-standing leadership in emergency response capabilities. The existing 2001 Seagrave Tiller Squad has exceeded its recommended twenty-year NFPA service life and has incurred escalating maintenance costs, including a recent almost $50,000 frame repair. Refurbishing the unit under NFPA Standard 1912 for fire apparatus refurbishing would cost an estimated $810,000 to $895,000 and provide only a limited extension of service life. Replacing the apparatus now, while using a financing structure that reduces total project cost, is the most cost-effective and operationally reliable solution.

The proposed Pierce Enforcer USAR apparatus meets current technical rescue requirements and enhances regional mutual-aid capabilities. The Fire Department operates one of only five Type 1 Heavy USAR units in Orange County, supporting complex rescues, including confined-space, trench, high-angle, low-angle, and swift-water incidents. The unit also functions as a compressed-air refill and lighting resource during major emergencies. Maintaining a reliable USAR platform is essential for continued participation in countywide and statewide response operations, including Orange County Task Force 5.

To reduce the financial impact of this purchase, a lease-purchase agreement is being used, combined with a manufacturer's prepayment discount, which together provide significant cost savings. Without the prepayment program, the total cost of the apparatus (including sales tax and fees) would be $2,196,252.35. By committing early and using the prepayment financing structure offered by Pierce and PNC Bank, the City receives a $245,611 discount, reducing the financed amount to $1,931,606.50. Over the five-year term, total payments will be $2,171,284.64 which is $264,645.85 less than the cost of purchasing the apparatus outright without the discount. This results in an effective interest rate of -0.38%, demonstrating that the financing structure itself yields net savings for the City.

This purchase is also aligned with the City’s long-term fleet planning strategy. A ten-year fire apparatus replacement forecast (attached) demonstrates a coordinated approach to managing future engine and ladder truck replacements. The lease-purchase strategy used for the USAR apparatus is a model that can be applied to future apparatus purchases to level annual capital outlays, stabilize future budgets, and reduce exposure to escalating construction and material costs.

7. ATTACHMENTS
· 10-Year Fire Apparatus Replacement Schedule
City of Orange Printed on 1/8/2026Page 2 of 3
powered by Legistar™
479
Item #: 9.4. 1/13/2026 File #: 25-0690
· Proposal Orange City USAR HGACBuy Contract # FS12-23
· Lease Purchase Agreement
City of Orange Printed on 1/8/2026Page 3 of 3
powered by Legistar™
480
Agenda Item
Orange City Council
Item #: 9.4. 1/13/2026 File #: 25-0690
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Authorize the lease-purchase of a Pierce Enforcer Urban Search and Rescue apparatus through the Houston-Galveston Area Council HGACBuy Cooperative Purchasing Program, Contract No. FS 12-

3. RECOMMENDED ACTION

2. Approve the lease-purchase of one Pierce Enforcer Urban Search and Rescue apparatus from South Coast Fire Equipment for $2,171,284.64.

3. Authorize the appropriation of $434,257 from Vehicle Replacement (720) unreserved fund balance to: 720-5401-80301 - Vehicle Capitalization

Funding for additional annual appropriations for financing installments must be approved through the annual budget process in subsequent years.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
City of Orange Printed on 1/8/2026Page 1 of 3
powered by Legistar™
481
Item #: 9.4. 1/13/2026 File #: 25-0690
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability

7. ATTACHMENTS
· 10-Year Fire Apparatus Replacement Schedule
City of Orange Printed on 1/8/2026Page 2 of 3
powered by Legistar™
482
Item #: 9.4. 1/13/2026 File #: 25-0690
· Proposal Orange City USAR HGACBuy Contract # FS12-23
· Lease Purchase Agreement
City of Orange Printed on 1/8/2026Page 3 of 3
powered by Legistar™
483
*Financing Ladder thru Pierce & PNC Bank using a lower capital outlay strategy 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total USAR $480,000 $480,000 $480,000 $480,000 $480,000 $2,400,000 Type 1 Engine $360,000 $360,000 $360,000 $360,000 $360,000 $1,800,000 Type 1 Engine $360,000 $360,000 $360,000 $360,000 $360,000 $1,800,000 Tillerd Ladder Truck $540,000 $540,000 $540,000 $540,000 $540,000 $2,700,000 Type 1 Engine $360,000 $360,000 $360,000 $360,000 $360,000 $1,800,000 Tillered Ladder Truck $540,000 $540,000 $540,000 $540,000 $540,000 $2,700,000 Type 1 Engine $360,000 $360,000 $360,000 $360,000 $360,000$1,800,000 $480,000 $840,000 $1,200,000 $1,740,000 $2,100,000 $2,160,000 $2,160,000 $1,800,000 $1,260,000 $900,000 $360,000 $15,000,000 Current Way 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total Type 1 Engine $1,800,000 $1,800,000
USAR $2,400,000 $2,400,000
Type 1 Engine $1,800,000 $1,800,000
Tillerd Ladder Truck $2,700,000 $2,700,000
Type 1 Engine $1,800,000 $1,800,000
Tillered Ladder Truck $2,700,000 $2,700,000
Type 1 Engine $1,800,000 $1,800,000
$1,800,000 $2,400,000 $1,800,000 $2,700,000 $1,800,000 $2,700,000 $1,800,000 $0 $0 $0 $0 $15,000,000 *Financing receives a prepayment discount, lowering overall cost and tax burden * Example: overall savings for USAR = $264,646
* The amounts are the total budget request including upfit and equipment 484
Extension
( 1 )
2,031,793.00$
Sales Tax @ 7.750% 157,463.96$
2,189,256.96$
Performance Bond 4,977.89$
California Tire Fee 17.50$
Consortium Fee HGAC Fee HGAC FS12-23 2,000.00$
2,196,252.35$
The above proposal price shall be valid until or extended in writing by South Coast Fire Equipment.

Said apparatus and equipment are to be built by the manfacturer and shipped in accordance with the specifications hereto attached, delays due to strikes, war or international conflict, failures to obtain chassis, materials, inability to obtain labor, supplies or manufacturing facilities, epidemics, acts of God, or causes beyond our control not preventing, delivery would be 45-48 months after receipt of this order and acceptance thereof at our office in Corona, California, and deliver to you at If the customer so desires to purchase the Product described in the Proposal and the attached specifications, prior to the expiration date listed above, the Customer shall sign and return this proposal. The Customer can then provide their choice of document for entering into the agreement by providing a Purchase Order, or signing a Contract with South Coast Fire Equipment, 3150 Palisades Dr. Corona, CA 82878 as the seller.

Orange, CA.

Total Purchase Price would be reduced to $1,931,606.50
The specifications herein contained shall form a part of the final contract and are subject to changes desired by the purchaser, provided such alterations are interlined prior to the acceptance by the company of the order to purchase, and provided such alterrations do not matterially affect the cost of the construction of the apparaus

APPARATUS COST WITH TAX

17.50$
2,189,256.96$
2,196,252.35$
637 W. Struck Ave.

One
. The buyer must make the payment
within 15 days to obtain the full discount. Payments not received with in the 15 days are subject to an adjustment to the Total Purchase Price for the prepayment. 2,031,793.00$
Enforcer Urban Search & Rescue unit as per
the enclosed proposal for delivery sum
157,463.96$
4,977.89$

TOTAL PURCHASE PRICE
2,000.00$
12/15/25
Payment Terms - Payment is due of the Total Purchase Price at time of delivery. Changes to the specifications since the time of order can added to the Total Purchase Price or invoiced on a separate invoice. The final sales tax amount will be determined at time of delivery based on the tax rate at that time. An increase or decrease in cost will be reflected on the final invoice.

If the customer would desire to pay for the apparatus within 15 days of the purchase order being accepted the

PROPOSAL FOR FURNISHING FIRE APPARATUS
for final acceptance by South Coast Fire Equipment, Inc., at its corporate office in Corona, California, Each
September 15, 2025
CITY of ORANGE FIRE DEPARTMENT
The undersigned is prepared to provide for you, our customer, upon an order being placed by you, the apparatus and equipment herein named and for the following prices:

Oarnage, CA, 92867
485
The proposal for fire apparatus conforms with all Federal Department of Transportation (DOT) rules and regulations in effect at the time of bid, and with all National Fire Protection Association (NFPA) guidelines for Automotive Fire Apparatus as published at time of bid, except as modified by customer specifications Any increased costs incurred by the first party because of future changes in or additoinas to said DOT or NFPA standards will be passed along to the customer as an addition to the price set forth above. Unless accepted within 30 days from the specified date, the right is reserved to withdraw this proposition.

Respectfully Submitted,
South Coast Fire Equipment, Inc.

Sales Representative Signature:____________________________________ Title:_______________ Date:____________________
Cancellation/Termination. In the event this Agreement is cancelled or terminated by a party before completion, South Coast Fire Equipment (SCFE) may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (a) 10% of the Purchase Price after order is accepted and entered by Manufacturer; (b) 20% of the Purchase Price after completion of approval drawings, and; (c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. SCFE endeavors to mitigate any such costs through the sale of such Product to another purchaser; however Customer shall remain liable for the difference between the Purchase Price and, if applicable, the sale price obtained by SCFE upon sale of the Product to another purchaser, plus any costs incurred by SCFE to conduct any such sale.

Due to global supply chain constraints, any delivery date contained herein is a good faith estimate as of the date of this order/contract, and merely an approximation based on current information. Delivery updates will be made available, and a final firm delivery date will be provided as soon as possible.

Persistent Inflationary Environment: If the Producer Price Index of Components for Manufacturing (www.bls.gov Series ID: WPUID6112) ("PPI") has increased at a compounded annual growth rate of 5.0% or more between the month Pierce accepts the order (Order Month") and a month 14 months prior to the then predicted Ready For Pickup date ("Evalution Month"), then pricing may be updated in an amount equal to the increase in PPI over 5.0% for each year or fractional year between the Order Month and the Evaluation Month.

I, ___________________ authorized representative of
________________________ agrees to purchase the
proposed product(s) and agree to the terms and conditions of this proposal and the specifications hereto attached.

The Seller will document any such updated price for the customer's approval before proceeding and provide an option to cancel the order without charge if the updated price is not accepted.

Tim Olley
Force Majeure - South Coast Fire Equipment shall not be responsible nor deemed to be in default on accountof delays in performance due to causes which are beyond the seller's and manufacturer's control and make the seller's performance impracticable, including but not limited to wars, insurrections, strikes, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or certificates, acts of God or the public enemy or terrorisim, failure of transportation, epidemics, quarantine restrictions, failure of vendors (due to causes similiar to those within the scope of the clause) to perform their contracts or labor troubles causing cessation, slowdow, or interruption of work. 486
PNC Bank | Kim SimonPhone:614.670.3994 | Fax866.852.3101 |[email protected] TAX EXEMPT LEASE PURCHASE Sales Organization: Sales Representative: Lessee: Delivery Time: Payment Type: First Payment Due Date: Commencement Date: Equipment: Apparatus Cost: Down Payment: Trade In: Amount Financed: TermNumber of PaymentsPayment AmountsInterest RateTYPE OF FINANCING:Tax-exempt Lease Purchase Agreement with a $1.00 buy-out option at end of lease term. Said agreement shall be a net lease arrangement whereby lessee is responsible for all costs of operation, maintenance, insurance, and taxes. PERFORMANCE BOND:To utilize the prepay program, a performance bond is required. Said performance bond shall be paid for directly to Pierce Manufacturing or financed by PNC Bank as part of the transaction.1.AUTHORIZING RESOLUTION AND SIGNORS:The lessee's governing board shall pass a Resolution or ordinanceacceptable to PNC Bank, National Association (“PNC”) (PNC’s form is strongly preferred) authorizing the transactiondesignating the individual(s) to execute all necessary documents used therein.2. BANK QUALIFICATION:This proposal assumes that the lessee will not be issuing more than $10 million in tax-exemptdebt this calendar year. Furthermore, it is assumed that the lessee will designate this issue as a qualified tax-exemptobligation per the tax act of 1986.3. LEGAL TITLE:Legal title to the equipment during the lease term shall vest in the lessee, with PNC perfecting a firstpriority security interest.4. LEGAL OPINION:The lessee's counsel shall furnish PNC with an opinion in a form and substance satisfactory to PNC(PNC’s form is strongly preferred).5. ESCROW FUNDING OPTION:At lease closing, if all of the equipment has not yet been delivered, Lessor will fund anescrow account from which disbursements will be made to the equipment provider(s) upon receipt of a Requisition Requestand Certificate of Acceptance from Lessee. Escrow agent will either be Lessor or third-party provider selected by Lessorand approved by Lessee. All escrow earnings will be for the benefit of Lessee. The escrow agent will assess a $250.00account set up fee payable at closing.VOLUNTEER FIRE DEPARTMENTS: If Lessee is a Volunteer Fire Department, a public hearing under the requirements of Section 147(f) of the Internal Revenue Code of 1986 shall be conducted to authorize this transaction. It is recommended that a notice of the public hearing be published 10 to 14 days in advance of the public hearing.This proposal will be valid for Seven Days (7) from the above date and is subject to final credit approval by PNC Bank and approval of the lease documents in PNC Bank’s sole discretion. To render a credit decision, lessee shall provide PNC Bank with their most recent three years audited financial statements, copy of their most recent interim financial statement, and current budget.Proposal Accepted: _______________________________Proposal Submitted :__________________________________Lessee: Representative: Kim Simon South CoastTim OlleyCity of OrangePer contractYearly1 year after lease startTBDPierceSearch and Rescue$2,031,793.00-$100,186.50$0.00$0.00$1,931,606.505 Year Lease Purchase5$434,256.934.03%November 25, 2025Taxes / discounts:
487

Budgetary Numbers: Date 5 Year Lease PurchasePierce Apparatus: (1) Search and Rescue Unit December 2025 Order/Lease StartEstimated Delivery: Per Contract December 2026 $434,256.93Cost: $2,031,793.00 December 2027 $434,256.93Sales Tax @ 7.75%: $157,463.96 December 2028 $434,256.93CA Tire fee: $17.50 December 2029 $434,256.93Consortium Fee: $2,000.00 December 2030 $434,256.93Performance Bond: $4,977.89 Rate 4.03%Total Cost without Discounts: $2,196,252.35 Total Payments $2,171,284.64Effective Rate -0.38%Cost: $2,031,793.00Budgetary Prepayment Discount:$245,611.00* Rate as of November 25, 2025 and is fixed at closing.Cost with Discounts: $1,786,182.00Sales Tax @ 7.75%: $138,429.11* Effective rate is the rate based on the price of the apparatus excluding CA Tire Fee: $17.50 prepayment discounts. It's what the rate needs to fall to at the time of Consortium Fee: $2,000.00 delivery to obtain the lease payment available today with the 100% the Performance Bond: $4,977.89 lease payment available today with the 100% prepayment discount.Amount Financed: $1,931,606.50Total Savings:$264,645.85 488
Agenda Item
Orange City Council
Item #: 9.5. 1/13/2026 File #: 25-0709
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Agreement with Townsend Public Affairs, Inc. for legislative advocacy and grant writing services.

2. SUMMARY
On July 12, 2022, the City Council directed staff to develop a request for proposals for legislative advocacy and grant writing services. On October 11, 2022, the City Council approved a one-year agreement with Townsend Public Affairs, Inc. for grant writing and legislative advocacy services.

Then on September 26, 2023, the City Council approved a two-year agreement with Townsend Public Affairs, Inc. for the same services. This agreement has since expired and on December 9, 2025, the City Council directed staff to bring the Townend Public Affairs, Inc. agreement back for consideration.

3. RECOMMENDED ACTION
Approve a three-year professional services agreement with Townsend Public Affairs, Inc. in the amount of $333,000 for legislative advocacy and grant writing services; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The expense for this agreement is $108,000 annually during years one and two, and $117,000 during year three, and will be funded through the General Fund (100):
100-0000-50999 Miscellaneous Expenditures
This proposed agreement is for three years totaling $333,000, payable in monthly installments totaling $108,000 annually during years one and two, and $117,000 during year three. Future installments will be requested in conjunction with the annual operating budget.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

6. DISCUSSION AND BACKGROUND
On July 12, 2022, the City Council directed staff to develop a request for proposals (RFP) for legislative advocacy and grant writing services. In response to that RFP, the City received six proposals, and on October 11, 2022, the City Council approved a one-year agreement with Townsend Public Affairs, Inc. (TPA). A year later, the City Council approved a two-year agreement with TPA. The most recent TPA agreement expired on September 26, 2025, and on December 9, 2025, the City Council directed staff to bring the TPA agreement back for consideration.

City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
489
Item #: 9.5. 1/13/2026 File #: 25-0709
Legislation
Over the past three years, TPA assisted the City on legislative matters, including resolutions or letters that memorialize the City Council’sposition on Statewide legislation. TPA also delivered committee hearing testimony on the City’s behalf for Senate Bill 900 (Umberg) and provided guidance on possible legislation regarding municipal investment instruments.

TPA also produced consistent legislative updates, ensuring the City is informed on consequential matters occurring in Sacramento and Washington, D.C.

Grants and Community Project Funding Requests
TPA has also assisted the City in securing money through grants and community project funding requests. Since entering into an agreement with TPA, TPA has helped secure a little over $5 million for the City. When considering the total amount paid to TPA over the past three years ($312,000), the City has received roughly $16 for every $1 paid to TPA.

Additionally, prior to the previous TPA agreement expiring, TPA had worked with the City’selected Members of Congress (Members) to secure the following community project funding requests which are proceeding through the Congressional budget process.

As reference, Members may select up to 15 projects, and with Members receiving numerous project requests from multiple entities, this is often a competitive process. In 2025, three City of Orange projects were selected.

Project Members Recommending the Project
Real-Time Crime Center for the Orange
Police Department
Senator Schiff and Congressman Correa
Orange County Flood Control Parcel
Improvement Project
Congressman Correa
Fire Station 3 Improvements Congresswoman Kim
During the Congressional appropriations process, initial project recommendation amounts are often lowered. As of this writing, the City may receive $2.5 million for all three projects.

Agreement Structure and Cost
Like previous arrangements with TPA, staff propose a retainer-based agreement. This means the City may utilize TPA’s services as much as necessary for a fixed monthly rate.

For the past two years, the City paid TPA $9,000 per month. TPA proposes to keep this rate for two more years. Thereafter, the agreement increases to $9,750 per month for year three.

7. ATTACHMENTS
· Agreement with Townsend Public Affairs, Inc.

City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
490
Agenda Item
Orange City Council
Item #: 9.5. 1/13/2026 File #: 25-0709
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Agreement with Townsend Public Affairs, Inc. for legislative advocacy and grant writing services.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance Public Communication Strategy and Quality of Life.

City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
491
Item #: 9.5. 1/13/2026 File #: 25-0709
Legislation
Over the past three years, TPA assisted the City on legislative matters, including resolutions or letters that memorialize the City Council’sposition on Statewide legislation. TPA also delivered committee hearing testimony on the City’s behalf for Senate Bill 900 (Umberg) and provided guidance on possible legislation regarding municipal investment instruments.

TPA also produced consistent legislative updates, ensuring the City is informed on consequential matters occurring in Sacramento and Washington, D.C.

For the past two years, the City paid TPA $9,000 per month. TPA proposes to keep this rate for two more years. Thereafter, the agreement increases to $9,750 per month for year three.

7. ATTACHMENTS
· Agreement with Townsend Public Affairs, Inc.

City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
Agenda Item
Orange City Council
Item #: 10.1. 1/13/2026 File #: 25-0693
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Introduction and First Reading of Ordinance No. 20-25 amending various sections of Chapter 3.08 of the Orange Municipal Code relating to the City’spurchasing system. (Continued from December 9, 2025)

2. SUMMARY
Orange Municipal Code Chapter 3.08 governs the City’spurchasing system and processes. Much of Chapter 3.08 was last amended in 1999, including the varying purchasing thresholds. On December 9, 2025, the Orange City Council reviewed Ordinance No. 20-25, and directed staff to bring the ordinance back with select changes. The revised Ordinance No. 20-25 incorporates those directed changes.

3. RECOMMENDED ACTION
Introduce and conduct First Reading of Ordinance No. 20-25. An Ordinance of the City Council of the City of Orange amending various sections of Orange Municipal Code Chapter 3.08.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability.

6. DISCUSSION AND BACKGROUND
Orange Municipal Code (OMC) Chapter 3.08 governs the City’s purchasing system and covers several procurement matters including, but not limited to:
· The establishment of a centralized purchasing division. · Addresses conflict of interest matters.
· Processes to enter professional services agreements.
· The process to purchase materials, supplies, and equipment. · The procurement process for Public Works projects.
· Bidding procedures; and
· Purchasing processes during emergencies.

Much of Chapter 3.08 was adopted in 1999. While the language in many of these sections is still City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
507
Item #: 10.1. 1/13/2026 File #: 25-0693
Much of Chapter 3.08 was adopted in 1999. While the language in many of these sections is still relevant, the amount thresholds listed in Chapter 3.08 are relatively low. On December 9, 2025, the Orange City Council reviewed and discussed Ordinance No. 20-25 which sought to make the following five changes to OMC Chapter 3.08:

Item 1: Incorporate Chapter 3.08.065 - Vendor Limits Per Fiscal Year and Department. This recognizes that in some instances, various departments may use the same vendor for different scopes of work, which in the aggregate, could place a particular vendor beyond a given threshold.

This section clarifies that vendor limits will be calculated on a per department and per fiscal year basis.

Item 2: Incorporate Chapter 3.08.075 - Prohibition against splitting projects. This is standard language in many municipal codes that prohibit staff from breaking projects into smaller work orders to avoid requirements that would be triggered by higher purchasing thresholds.

Item 3: Incorporate Chapter 3.08.085 - Appropriation of Awarded Grant Funds. Authorizes the City Manager to accept and appropriate awarded grant funds so long the matching funds (when applicable) are budgeted, and do not exceed the City Manager signing authority.

Item 4: Modify Chapter 3.08.290 - Exceptions to Competitive Bidding Requirements - Public Project and Administrative Emergencies. Establishes a procedure for staff to bypass competitive bidding requirements when an emergency exists to ensure the timely purchase of supplies and materials. Where the previous language allowed department heads to make purchases not exceeding $10,000, the proposed language (pursuant to City Council direction to double existing thresholds) increases it to $20,000. Additionally, a separate section exclusive to public projects pursuant to California Public Contract Code 22050 has been created.

Item 5: Makes select changes to various parts of OMC Chapter 3.08 to increase select purchasing thresholds. Increases OMC Chapter 3.08 purchasing thresholds for:
· Written purchase orders.
· Informal bidding for materials, supplies, and equipment. · Professional services agreements, public works contracts, and purchases for materials, supplies, equipment.

After reviewing the draft language on December 9, 2025, the City Council directed staff to keep the new or modified OMC Chapter 3.08 language as detailed in Items 1-4 while lowering the proposed thresholds in Item 5.

Specific to Item 5, where the December 9, 2025, ordinance included threefold increases, the City Council directed staff to lower the select thresholds to a double increase. These changes have been incorporated in the revised Ordinance No. 20-25 for the City Council’s consideration.

7. ATTACHMENTS
· Ordinance No. 20-25 Clean
· Ordinance No. 20-25 Redline
City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
508
Agenda Item
Orange City Council
Item #: 10.1. 1/13/2026 File #: 25-0693
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability.

Much of Chapter 3.08 was adopted in 1999. While the language in many of these sections is still City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
509
Item #: 10.1. 1/13/2026 File #: 25-0693
Much of Chapter 3.08 was adopted in 1999. While the language in many of these sections is still relevant, the amount thresholds listed in Chapter 3.08 are relatively low. On December 9, 2025, the Orange City Council reviewed and discussed Ordinance No. 20-25 which sought to make the following five changes to OMC Chapter 3.08:

This section clarifies that vendor limits will be calculated on a per department and per fiscal year basis.

7. ATTACHMENTS
· Ordinance No. 20-25 Clean
· Ordinance No. 20-25 Redline
City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
510
ORDINANCE NO. 20-25

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF ORANGE AMENDING

VARIOUS SECTIONS OF ORANGE
MUNICIPAL CODE CHAPTER 3.08.

WHEREAS, Chapter 3.08 of the Orange Municipal Code sets forth the City’s procedures for the purchase of materials, supplies and equipment, professional services, and the selection of contractors to perform public projects, and

NOW, THEREFORE, the City Council of the City of Orange does ordain as follows:

SECTION I:

The subject Ordinance is not subject to the provisions of the California Environmental Quality Act (CEQA) because it is not a "project" as defined in Guideline 15378.

SECTION II:

Section 3.08.065 of the Orange Municipal Code, “Purchasing System – General – Vendor Limits Per Fiscal Year,” is hereby added to read as follows:

3.08.065 General – Vendor Limits Per Fiscal Y ear.

All dollar amount thresholds provided for in this Chapter shall be defined as the financial value of procurements made to a respective vendor in a single fiscal year calculated on a per department basis. Multiple agreements from various departments to a single vendor for distinct scope of services may exceed the dollar amount thresholds detailed in this Chapter without triggering additional citywide aggregation requirements . However, in no instance shall one department exceed the dollar amount thresholds unless it first follows the procedures and approvals provided for in this Chapter. For purposes of this section, “fina ncial value” means the total amount encumbered or contracted by a department to a vendor during a single fiscal year.

SECTION III:

Section 3.08.075 of the Orange Municipal Code, “ Purchasing System – General – Prohibition against splitting projects.,” is hereby added to read as follows:

511
2 3.08.075 General – Prohibition against splitting projects.

A. It shall be unlawful to split into smaller work order s or projects any contract for supplies, equipment, or services for the purpose of circumventing or evading the requirements of this ordinance.

B. It shall be unlawful to split or separate into smaller work orders or projects any public project for the purpose of circumventing or evading the requirements of this chapter or the Uniform Public Construction Cost Accounting Act.

SECTION IV:

Section 3.08.080 of the Orange Municipal Code, “Purchasing System – General – Purchase Orders.,” is hereby amended to read as follows:

3.08.080 General – Purchase Orders.

The procurement of all materials, supplies or equipment, public projects and professional services of $10,000 or more per fiscal year shall be made only by written purchase orders issued by the Purchasing Officer and any other contractual document deemed necessary and appropriate by the Purchasing Officer and the City Attorney. Except as otherwise provided herein, no purchase order shall be issued unless the prior approval of the Purchasing Officer, or his or her designated representative, has first been obtained. Supplies, equipment, publ ic projects and professional services of less than $10,000 in any one transaction shall be made using simplified and cost - effective operational procedures and forms approved by the Purchasing Officer without the use of formal or informal bid procedures and do not require a written purchase order.

SECTION V:

Section 3.08.085 of the Orange Municipal Code, “ Purchasing System – General – Prohibition against splitting projects.,” is hereby added to read as follows:

3.08.085 General – Appropriation of Awarded Grant Funds.

Unless otherwise provided for in the specific grant program or application, the City Manager may formerly accept and appropriate awarded grant funds not exceeding $60,000 so long that the matching funds associated with the grant, when applicable, are budgeted and do not exceed $60,000 Any awarded grant funds exceeding $60,000 or where matching funds associated with grant exceed $60,000 or are not budgeted, shall be approved and appropriated by the City Council.

SECTION VI:

Section 3.08.120 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – General Bid Limits.,” is hereby amended to read as follows:

512
3 3.08.120 Materials, Supplies and Equipment – General Bid Limits.

The purchasing of materials, supplies and equipment shall be entered into pursuant to either formal or informal bid procedures as hereinafter prescribed. All solicitation of bids shall be unrestricted and competitive except as otherwise provided.

A. The purchase of materials, supplies and equipment of estimated value of less than $60,000 per fiscal year shall be made pursuant to the informal bid procedure prescribed in Sections

3.08.140 through 3.08.170 below.

B. The purchase of materials, supplies and equipment of $60,000 or more per fiscal year shall be made pursuant to the formal bid procedure prescribed in Sections 3.08.180 through

3.08.280, and shall require the approval of the City Council.

SECTION VII:

Section 3.08.140 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Informal Bids.,” is hereby amended to read as follows:

3.08.140 Materials, Supplies and Equipment—Informal Bids.

The purchase of materials, supplies and equipment with an estimated value of less than $60,000 may be made by the Purchasing Officer in accordance with the informal bid procedure prescribed in Sections 3.08.150 through 3.08.170 of this chapter.

SECTION VIII:

Section 3.08.180 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Formal Bid Procedure.,” is hereby amended to read as follows:

3.08.180 Materials, Supplies and Equipment—Formal Bid Procedure.

Except as otherwise provided in Section 3.08.290 below, the purchase of materials, supplies or equipment of an estimated value of $60,000 or more shall be awarded to the lowest responsible bidder in accordance with the formal bid procedure prescribed in Sections 3.08.190 through

3.08.280 below

SECTION IX:

Section 3.08.290 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Exceptions to Competitive Bidding Requirements.,” is hereby amended to read as follows:

3.08.290 Materials, Supplies and Equipment—Exceptions to Competitive Bidding Requirements.

513
4 Notwithstanding any provision of this chapter to the contrary, the competitive bidding procedures and requirements for the purchase of materials, supplies or equipment may be dispensed with and the Purchasing Officer shall have the authority (except as otherwise provided herein below) to hire or purchase whenever:

A. Any agreement involving the acquisition of materials, supplies or equipment is to be entered into with another governmental entity through cooperative purchasing provisions;

B. The purchase amount is less than $20,000 per fiscal year;

C. The using department head and the Purchasing Officer, with the approval of the City Manager, certify in writing that the materials, supplies or equipment is offered by only one vendor (sole source), or when only one vendor is able to supply a commodity within the time frame and/or under the terms and conditions which reasonably meet the needs of the using City department for purchases in excess of $20,000 in value but less than $60,000 in value per fiscal year;

D. The using department head and the Purchasing Officer, with the approval of the City Manager, certify in writing to the City Council that the materials, supplies or equipment is offered by only one vendor (sole source), or when only one vendor is able to su pply a commodity within the time frame and/or under the terms and conditions which reasonably meet the needs of the using City department, for purchases of $60,000 or more per fiscal year and the City Council approves such purchase;

E. Public Project Emergencies (Public Contract Code section 22050).

Emergency contracting for public projects shall comply with Public Contract Code section 22050. The City Council may declare a public project emergency when the public interest and necessity demand immediate action to safeguard life, health, or property. In such cases, the City Manager is authorized to take immediate action and to procure necessary equipment, services, or supplies without competitive bidding. The City Manager shall report the emergency action to the City Council at its next regularly schedu led meeting, and the City Council shall review the need for continued emergency action at each such meeting until the emergency is terminated.

F. Administrative Emergencies (Non–Public Projects).

An administrative emergency exists when a sudden and unforeseen event creates an immediate need for materials, supplies, or equipment to protect life, health, property, or essential city operations, and the use of standard bidding procedures would cause unacceptable delay. In such circumstances, a department head may, with approval of the Purchasing Officer, procure the necessary materials, supplies, or equipment in an amount not to exceed $20,000. Procurements exceeding $20,000 shall require approval of the Purchasing Officer and the City Manager. All administrative emergency purchases shall be documented with a written statement describing the nature of the emergency, justification for the procurement, vendors contacted (if any), and associated costs. 514
5 SECTION X:

Section 3.08.320 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Approvals.,” is hereby amended to read as follows:

3.08.320 Materials, Supplies and Equipment—Approvals.

All purchases of materials, supplies and equipment with a value of less than $60,000 per fiscal year shall have the prior approval of, and be executed by, the Finance Director and/or the Purchasing Officer. All purchases of materials, supplies and equipment with a value of $60,000 per fiscal year or more shall require the approval of the City Council.

SECTION XI:

Section 3.08.410 of the Orange Municipal Code, “ Purchasing System – Professional Services – Limits and Approvals.,” is hereby amended to read as follows:

3.08.410 Professional Services – Limits and Approvals.

A. Professional services of less than $10,000 per fiscal year require the approval of the initiating department head, shall be processed using operational procedures and forms approved by the Purchasing Officer and do not require a written purchase order.

B. Professional services with a value in excess of $10,000 but not more than $60,000 per fiscal year require the approval of the initiating department head and shall be made by written contract executed by the City Manager and approved as to form by the City Attorney.

C. Professional services with a value in excess of $60,000 per fiscal year require the approval of the City Council and shall be made by written contract executed by the Mayor and approved as to form by the City Attorney.

SECTION XII:

Section 3.08.420 of the Orange Municipal Code, “ Purchasing System – Professional Services – Procedures.,” is hereby amended to read as follows:

3.08.420 Professional Services—Procedures.

Due to the nature of professional services, the competitive bidding procedures and requirements of this chapter shall not be required for the retention of such services; provided, however, that the City department primarily responsible for the project for which professional services are required shall request a formal or informal written proposal from not less than three available and qualified consultants, whenever practicable. Where three consultants cannot be found which could provide the required service or where it is not practicable to obtain proposals from at least three available and qualified consultants, the initiating department head may then select from the available and qualified applicant consultants. Selections based on less than three firms must be documented with 515
6 the names and addresses of consultants contacted by the City department primarily responsible for the project and the reasons why the provisions of this section could not be met. This documentation shall be maintained in the contract file of the City department primarily responsible for the project.

The proposals received are to be evaluated on the basis of demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required and at fair and reaso nable prices to the City. Unless otherwise required by state and federal law, the requirement for the obtainment of formal or informal written proposals from not less than three consultants and the selection procedures set forth in this chapter for the furnishing of professional services may be dispensed with where: (1) the City seeks to retain specially trained and experienced persons or firms which are in the business of rendering unique and/or specialized services and/or advice on financial, economic, ac counting, engineering, legal, administrative matters, architectural design, environmental planning and/or analysis, public relations, insurance, medical or other specialized matters; and (2) the value of such services is not more than $60,000 per fiscal year. The City Council may, by resolution, prescribe procedures, rules and regulations governing the solicitation , selection and award of proposals or bids for the furnishing of such special services.

SECTION XIII:

Section 3.08.430 of the Orange Municipal Code, “ Purchasing System – Professional Services – Authority of City Manager to Approve Increases in Contract Amounts .,” is hereby amended to read as follows:

3.08.430 Professional Services—Authority of City Manager to Approve Increases in Contract Amounts.

Unless the contract for professional services provides otherwise, the City Manager may approve dollar increases in professional services agreements that have been approved by the City Council.

The City Manager may approve an increase up to the greater of $20,000 or 10% of the original contract amount, but not to exceed a total increase of $60,000

SECTION XIV:

Section 3.08.450 of the Orange Municipal Code, “ Purchasing System – Professional Services – Selection of Private Architects, Engineers, Land Surveyors, Environmental, or Construction Project Management Services Firms.,” is hereby amended to read as follows:

3.08.450 Professional Services—Selection of Private Architects, Engineers, Land Surveyors, Environmental, or Construction Project Management Services Firms.

A. For all contracts for professional services of private architectural, landscape architectural, engineering, environmental, land surveying, or construction project management firms (as those terms are defined in Section 4525 of the Government Code of the State of California, as the same may be amended from time to time) with an estimated value of less than $60,000, the City department primarily responsible for the project for which such professional services are required shall select firms based on their ability to perform the specific functions outlined in the solicitation for proposals or bids, including, but not limited to, such factors as:
516
7 1. Overall professional experience, reliability, and continuity of the firm as related to the tasks described in the solicitation for proposals or bids;

2. Professional experience of the firm in executing contracts of a similar nature;

3. Adequacy of personnel numbers within specific disciplines required to complete the work required by the solicitation for proposals or bids;

4. Experience and training of key personnel as related to the work described in the solicitation for proposals or bids;

5. Adequacy of number of principal(s) which are intended to be assigned to the contract;

6. Knowledge of applicable regulations and technology associated with the contract;

7. Quality and timeliness of recently completed or nearly completed projects which were similar to the work described in the solicitation for proposals or bids;

8. Specialized qualifications for the services to be performed.

Any individual or firm proposing to provide construction project management services shall provide evidence that the individual or firm and its personnel carrying out onsite responsibilities have expertise and experience in construction project design revi ew and evaluation, construction mobilization and supervision, bid evaluation, project scheduling, cost-benefit analysis, claims review and negotiation, and general management and administration of a construction project.

Such factors shall be weighed by the City department primarily responsible for the project according to the nature of the contract, the needs of the City and complexity and special requirements of the specific contract for which the services will be provided.

B. The City department primarily responsible for the project shall request a detailed fee proposal from the best qualified firm and shall attempt to negotiate a contract with the best qualified firm. Should the City department primarily responsible for the project be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at fair and reasonable compensation, negotiations with that firm shall be terminated. The City department primarily responsible for the project shall then undertake negotiations with the second most qualified firm. Failing accord, negotiations shall be terminated. The City department primarily responsible for the project shall then undertake negotiations with the third most qualified firm. Failing accord, negotiations shall be terminated. Should the City department primarily responsible for the project be unable to negotiate a satisfactory contract with any of the selected firms, the City department primarily responsible for the project may select additional firms in the manner prescribed above and continue the negotiation procedure until an agreement is reached.

517
8 This section shall not apply for contracts for professional services of private architectural, landscape architectural, engineering, environmental, land surveying, or construction project management firms with an estimated value of $60,000 or more, which contracts must be approved by the City Council. Contracting for said professional services will be done in accordance with the procedures prescribed in Sections 3.08.420 and 3.08.440 above; provided that, in addition to an evaluation on the basis of fair and reasonable prices to the City for the services to be rendered, the factors set forth in subsection A of this section may be used to evaluate the competence and professional qualifications of any individual or firm proposing to provide said services.

SECTION XV:

Section 3.08.520 of the Orange Municipal Code, “Purchasing System – Public Projects— Informal Bidding Procedures.,” is hereby amended to read as follows:

3.08.520 Public Projects—Informal Bidding Procedures.

Pursuant to the Uniform Public Construction Cost Accounting Act as adopted by the City (Public Contract Code Section 22000 et seq.), the following shall govern the selection of contractors when a public project which is anticipated to fall within the monetary limits on informal bids described in Section 3.08.500(C) of this chapter is to be performed:

A. The City shall prepare a notice of the opportunity to bid which describes the project in general terms, states the time and place for the submission of bids and describes how to obtain more detailed information about the project.

B. The City shall provide the notice to all contractors for the category of the work to be bid, as shown on the list of contractors developed and maintained by the Department of Public Works in accordance with criteria promulgated from time to time by the California Uniform Construction Cost Accounting Commission ("Commission").

C. The City may also provide the notice to all construction trade journals specified by the Commission for the County of Orange. Additional contractors and/or construction trade journals may also be notified at the discretion of the Director of Public Works; provided, however: (1) if the City has not prepared a list of qualified contractors for the particular category of work to be performed, the notice inviting bids shall be provided only to the construction trade journals specified by the Commission; and (2) if the product or service is proprietary in nature such that it can be legally obtained only from a certain contractor(s), the notice inviting informal bids may be provided exclusively to such contractor(s).

D. All notices to contractors and construction trade journals pursuant to this section shall be provided not less than 10 calendar days before bids are due.

E. The City Manager shall have the authority to award informal contracts pursuant to this section with a value of $60,000 or less pursuant to the findings and recommendations presented by the Director of Public Works. Such contracts shall have the prior approval of, and be executed by, the City Manager and shall be approved as to form by the City Attorney. 518
9 All contracts with a value in excess of $60,000 to be awarded pursuant to this section shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of $20,000 or 10%, whichever is greater. However, in no event may the City Manager approve an increase of more than $60,000

F. If all informal bids received exceed that amount set forth in Public Contract Code Section 22032(b), or as it may be amended from time to time, and the City Council determines that the cost estimate was reasonable, the City Council may award the contract to the lowest responsible bidder at up to that additional amount set forth in Public Contract Code Section 22034(d), or as it may be amended from time to time, by resolution approved by the vote of the whole City Council as required by Section 22034(d). Such contracts shall be executed by the Mayor and approved as to form by the City Attorney. Otherwise, such work shall be awarded to the lowest responsible bidder pursuant to the formal bid procedures prescribed in Sections 3.08.530 through 3.08.570 of this chapter.

SECTION XVI:

Section 3.08.560 of the Orange Municipal Code, “Purchasing System – Public Projects— Award of Formal Bid Contracts.,” is hereby amended to read as follows:

3.08.560 Public Projects—Award of Formal Bid Contracts.

All contracts for public work with a value greater than that amount set forth in Public Contract Code Section 22032(c), or as it may be amended from time to time, shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney.

However, in no event may the City Manager approve an increase of more than $60,000. If a contract is awarded, it shall be awarded by the City Council to the lowest responsible bidder. The determination of the "lowest responsible bidder" shall be at the discretion of the City Council pursuant to the findings and recom mendations presented by the Director of Public Works at the time of award of contract. In determining the lowest responsible bidder, the following shall be considered by the City Council, in addition to price:

A. The ability, capacity and skill of the bidder to perform the contract or provide the services required;

B. Whether the bidder can perform the contract or provide the services promptly, or within the time specified, without delay or interference;

C. The sufficiency of the bidder's financial resources to perform the contract or provide the service;

519
10 D. The ability of the bidder to provide future maintenance and services where such maintenance and service is essential;

E. The quality and timeliness of the bidder's performance on previous contracts for the City;

F. Litigation by the bidder on previous contracts with the City;

G. The character, integrity, reputation, judgment, experience and efficiency of the bidder;

H. The bidder is licensed under the Contractors' State License Law (commencing with Section 7000 of the Business and Professions Code of the State of California, as the same may be amended from time to time) to perform the work for which it submitted a bid proposal.

SECTION XVII:

If any section, subdivision, paragraph, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each section, subdivision, paragraph, sentence, clause and phrase thereof, irrespective of the fact that any one (or more) section, subdivision, paragraph, sentence, clause or phrase had been declared invalid or unconstitutional.

SECTION XVIII:

The City Clerk is hereby directed to certify the adoption of this Ordinance and cause the same to be published as required by law. This Ordinance shall take effect thirty (30) days from and after the date of its final passage.

ADOPTED this day of , 2026.

Daniel R. Slater, Mayor, City of Orange

ATTEST:

Pamela Coleman, City Clerk, City of Orange

520
11 APPROVED AS TO FORM:

Nathalie Adourian, City Attorney, City of Orange

STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )

I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the day of , 2025, and thereafter at the regular meeting of said City Council duly held on the _____ day of _______________, 2025 was duly passed and adopted by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange

521
ORDINANCE NO. 20-25

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF ORANGE AMENDING
SECTIONS 3.08.080 , 3.08.120, 3.08.140,

3.08.180, 3.08.290, 3.08.320, 3.08.410, 3.08.420,

3.08.430, AND 3.08.560 OF THE ORANGE

MUNICIPAL CODE TO UPDATE THE
CITY’S PURCHASING SYSTEM V ARIOUS

SECTIONS OF ORANGE MUNICIPAL
CODE CHAPTER 3.08.

WHEREAS, the purpose of this ordinance is to amend various sections of Chapter 3.08 setting vendor limits on a per fiscal year basis, clarifying the prohibition against splitting projects, increaseing and establishing the City Manager’s signing and acceptance of funds authority, as well as increasing all other dollar amount thresholds as detailed in Chapter 3.08 as well as the thresholds for the use of purchase orders in connection with the procurement of materials, supplies and equipment, public projects, and professional services.

NOW, THEREFORE, the City Council of the City of Orange does ordain as follows:

SECTION I:

The subject Ordinance is not subject to the provisions of the California Environmental Quality Act (CEQA) because it is not a "project" as defined in Guideline 15378.

SECTION II:

Section 3.08.065 of the Orange Municipal Code, “Purchasing System – General – Vendor Limits Per Fiscal Year,” is hereby added to read as follows:

3.08.065 General – Vendor Limits Per Fiscal Y ear.

All dollar amount thresholds provided for in this Chapter shall be defined as the financial value of procurements made to a respective vendor in a single fiscal year calculated on a per department basis. Multiple agreements from various departments to a single vendor for distinct scope of services may exceed the dollar amount thresholds detailed in this Chapter without triggering additional citywide aggregation requirements . However, in no instance shall one department exceed the dollar amount thresholds unless it first follows the procedures and approvals provided for in this Chapter. For purposes of this section, “financial value” means the total amount encumbered or contracted by a department to a vendor during a single fiscal year.

522
SECTION III:

Section 3.08.075 of the Orange Municipal Code, “ Purchasing System – General – Prohibition against splitting projects.,” is hereby added to read as follows:

3.08.075 General – Prohibition against splitting projects.

SECTION IV:

Section 3.08.080 of the Orange Municipal Code, “Purchasing System – General – Purchase Orders.,” is hereby amended to read as follows:

3.08.080 General – Purchase Orders.

The procurement of all materials, supplies or equipment, public projects and professional services of $5,000.00 $10,000.00 or more per fiscal year shall be made only by written purchase orders issued by the Purchasing Officer and any other contractual document deemed necessary and appropriate by the Purchasing Officer and the City Attorney. Except as otherwise provided herein, no purchase order shall be issued unless the prior approval of the Purchasing Officer, or his or her designated representative, has first been obtained. Supplies, equipment, public projects and professional services of less than $5,000.00 $10,000.00 in any one transaction shall be made using simplified and cost-effective operational procedures and forms approved by the Purchasing Officer without the use of formal or informal bid procedures and do not require a written purchase order.

SECTION V:

Section 3.08.085 of the Orange Municipal Code, “ Purchasing System – General – Prohibition against splitting projects.,” is hereby added to read as follows:

3.08.085 General – Appropriation of Awarded Grant Funds.

Unless otherwise provided for in the specific grant program or application, the City Manager may formerly accept and appropriate awarded grant funds not exceeding $ 60,000.00 so long that the matching funds associated with the grant, when applicable, are budgeted and do not exceed $60,000.00. Any awarded grant funds exceeding $60,000.00 or where matching funds associated with grant exceed $60,000.00 or are not budgeted, shall be approved and appropriated by the City Council.

SECTION VI:
523
Section 3.08.120 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – General Bid Limits.,” is hereby amended to read as follows:

3.08.120 Materials, Supplies and Equipment – General Bid Limits.

A. The purchase of materials, supplies and equipment of estimated value of less than $30,000.00$60,000.00 per fiscal year shall be made pursuant to the informal bid procedure prescribed in Sections 3.08.140 through 3.08.170 below.

B. The purchase of materials, supplies and equipment of $30,000.00$60,000.00 or more per fiscal year shall be made pursuant to the formal bid procedure prescribed in Sections 3.08.180 through 3.08.280, and shall require the approval of the City Council.

SECTION VII:

Section 3.08.140 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Informal Bids.,” is hereby amended to read as follows:

3.08.140 Materials, Supplies and Equipment—Informal Bids.

The purchase of materials, supplies and equipment with an estimated value of less than $30,000.00 $60,000.00 may be made by the Purchasing Officer in accordance with the informal bid procedure prescribed in Sections 3.08.150 through 3.08.170 of this chapter.

SECTION VIII:

Section 3.08.180 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Formal Bid Procedure.,” is hereby amended to read as follows:

3.08.180 Materials, Supplies and Equipment—Formal Bid Procedure.

Except as otherwise provided in Section 3.08.290 below, the purchase of materials, supplies or equipment of an estimated value of $30,000.00 $60,000.00 or more shall be awarded to the lowest responsible bidder in accordance with the formal bid procedure prescribed in Sections 3.08.190 through 3.08.280 below

SECTION IX:

Section 3.08.290 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Exceptions to Competitive Bidding Requirements.,” is hereby amended to read as follows:

524

3.08.290 Materials, Supplies and Equipment—Exceptions to Competitive Bidding Requirements.

Notwithstanding any provision of this chapter to the contrary, the competitive bidding procedures and requirements for the purchase of materials, supplies or equipment may be dispensed with and the Purchasing Officer shall have the authority (except as otherwise provided herein below) to hire or purchase whenever:

A. Any agreement involving the acquisition of materials, supplies or equipment is to be entered into with another governmental entity through cooperative purchasing provisions;

B. The purchase amount is less than $10,000.00 $20,000.00 per fiscal year;

C. The using department head and the Purchasing Officer, with the approval of the City Manager, certify in writing that the materials, supplies or equipment is offered by only one vendor (sole source), or when only one vendor is able to supply a commodity within the time frame and/or under the terms and conditions which reasonably meet the needs of the using City department for purchases in excess of $10,000.00 $20,000.00 in value but less than $30,000.00 $60,000.00 in value per fiscal year;

D. The using department head and the Purchasing Officer, with the approval of the City Manager, certify in writing to the City Council that the materials, supplies or equipment is offered by only one vendor (sole source), or when only one vendor is able to su pply a commodity within the time frame and/or under the terms and conditions which reasonably meet the needs of the using City department, for purchases of $30,000.00 $60,000.00 or more per fiscal year and the City Council approves such purchase;

E. An emergency exists, in which event the head of any department may, with the approval of the Purchasing Officer, hire or purchase directly any materials, supplies or equipment, as needed; provided that such purchases shall not exceed the estimated value of $10,000.00.

The purchase of materials, supplies or equipment in excess of $10,000.00 must be approved by the Purchasing Officer and the City Manager. All emergency purchases which would otherwise require formal bidding procedures shall be submitted to the City Council by the City Manager at the next regular Council meeting for ratification.

Public Project Emergencies (Public Contract Code section 22050).

Emergency contracting for public projects shall comply with Public Contract Code section 22050. The City Council may declare a public project emergency when the public interest and necessity demand immediate action to safeguard life, health, or property. In such cases, the City Manager is authorized to take immediate action and to procure necessary equipment, services, or supplies without competitive bidding. The City Manager shall report the emergency action to the City Council at its next regularly sched uled meeting, and the City Council shall review the need for continued emergency action at each such meeting until the emergency is terminated.

525
F. Administrative Emergencies (Non–Public Projects).

SECTION X:

Section 3.08.320 of the Orange Municipal Code, “Purchasing System – Materials, Supplies and Equipment – Approvals.,” is hereby amended to read as follows:

3.08.320 Materials, Supplies and Equipment—Approvals.

All purchases of materials, supplies and equipment with a value of less than $30,000.00 $60,000.00 per fiscal year shall have the prior approval of, and be executed by, the Finance Director and/or the Purchasing Officer. All purchases of materials, supplies and equipment with a value of $30,000.00 $60,000.00 per fiscal year or more shall require the approval of the City Council.

SECTION XI:

Section 3.08.410 of the Orange Municipal Code, “ Purchasing System – Professional Services – Limits and Approvals.,” is hereby amended to read as follows:

3.08.410 Professional Services – Limits and Approvals.

A. Professional services of less than $5,000.00 $10,000.00 per fiscal year require the approval of the initiating department head, shall be processed using operational procedures and forms approved by the Purchasing Officer and do not require a written purchase order.

B. Professional services with a value in excess of $5,000.00 $10,000.00 but not more than $30,000.00 $60,000.00 per fiscal year require the approval of the initiating department head and shall be made by written contract executed by the City Manager and approved as to form by the City Attorney.

C. Professional services with a value in excess of $30,000.00 $60,000.00 per fiscal year require the approval of the City Council and shall be made by written contract executed by the Mayor and approved as to form by the City Attorney.

SECTION XII:
526
Section 3.08.420 of the Orange Municipal Code, “ Purchasing System – Professional Services – Procedures.,” is hereby amended to read as follows:

3.08.420 Professional Services—Procedures.

Due to the nature of professional services, the competitive bidding procedures and requirements of this chapter shall not be required for the retention of such services; provided, however, that the City department primarily responsible for the project for which professional services are required shall request a formal or informal written proposal from not less than three available and qualified consultants, whenever practicable. Where three consultants cannot be found which could provide the required service or where it is not practicable to obtain proposals from at least three available and qualified consultants, the initiating department head may then select from the available and qualified applicant consultants. Selections based on less than three firms must be documented with the names and addresses of consultants contacted by the City department primarily responsible for the project and the reasons why the provisions of this section could not be met. This documentation shall be maintained in the contract file of the City department primarily responsible for the project.

The proposals received are to be evaluated on the basis of demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required and at fair and reasonable prices to the City. Unless otherwise required by state and federal law, the requirement for the obtainment of formal or informal written proposals from not less than three consultants and the selection procedures set forth in this chapter for the furnishing of professional services may be dispensed with where: (1) the City seeks to retain specially trained and experienced persons or firms which are in the business of rendering unique and/or specialized services and/or advice on financial, economic, accounting, engineering, legal, administrative matters, architectural design, environmental planning and/or analysis, public relations, insurance, medical or other specialized matters; and (2) the value of such services is not more than $30,000.00 $60,000.00 per fiscal year. The City Council may, by resolution, prescribe procedures, rules and regulations governing the solicitation, selection and award of proposals or bids for the furnishing of such special services.

SECTION XIII:

3.08.430 Professional Services—Authority of City Manager to Approve Increases in Contract Amounts.

Unless the contract for professional services provides otherwise, the City Manager may approve dollar increases in professional services agreements that have been approved by the City Council.

The extent of the City Manager's authority to approve such increases shall be in the amount of $10,000.00 or 10%, whichever is greater. However, in no event may the City Manager approve an increase of more than $30,000.00. The City Manager may approve an increase up to the greater of $20,000 or 10% of the original contract amount, but not to exceed a total increase of $60,000.

SECTION XIV:
527
Section 3.08.450 of the Orange Municipal Code, “ Purchasing System – Professional Services – Selection of Private Architects, Engineers, Land Surveyors, Environmental, or Construction Project Management Services Firms.,” is hereby amended to read as follows:

3.08.450 Professional Services—Selection of Private Architects, Engineers, Land Surveyors, Environmental, or Construction Project Management Services Firms.

A. For all contracts for professional services of private architectural, landscape architectural, engineering, environmental, land surveying, or construction project management firms (as those terms are defined in Section 4525 of the Government Code of the State of California, as the same may be amended from time to time) with an estimated value of less than $30,000.00 $60,000, the City department primarily responsible for the project for which such professional services are required shall select firms based on their ability to perform the specific functions outlined in the solicitation for proposals or bids, including, but not limited to, such factors as:

1. Overall professional experience, reliability, and continuity of the firm as related to the tasks described in the solicitation for proposals or bids;

2. Professional experience of the firm in executing contracts of a similar nature;

3. Adequacy of personnel numbers within specific disciplines required to complete the work required by the solicitation for proposals or bids;

4. Experience and training of key personnel as related to the work described in the solicitation for proposals or bids;

5. Adequacy of number of principal(s) which are intended to be assigned to the contract;

6. Knowledge of applicable regulations and technology associated with the contract;

7. Quality and timeliness of recently completed or nearly completed projects which were similar to the work described in the solicitation for proposals or bids;

8. Specialized qualifications for the services to be performed.

This section shall not apply for contracts for professional services of private architectural, landscape architectural, engineering, environmental, land surveying, or construction project management firms with an estimated value of $30,000.00 $60,000 or more, which contracts must be approved by the City Council. Contracting for said professional services will be done in accordance with the procedures prescribed in Sections 3.08.420 and 3.08.440 above; provided that, in addition to an evaluation on the basis of fair and reasonable prices to the City for the services to be rendered, the factors set forth in subsection A of this section may be used to evaluate the competence and professional qualifications of any individual or firm proposing to provide said services.

SECTION XV:

Section 3.08.520 of the Orange Municipal Code, “Purchasing System – Public Projects— Informal Bidding Procedures.,” is hereby amended to read as follows:

3.08.520 Public Projects—Informal Bidding Procedures.

529
C. The City may also provide the notice to all construction trade journals specified by the Commission for the County of Orange. Additional contractors and/or construction trade journals may also be notified at the discretion of the Director of Public Works; provided, however: (1) if the City has not prepared a list of qualified contractors for the particu lar category of work to be performed, the notice inviting bids shall be provided only to the construction trade journals specified by the Commission; and (2) if the product or service is proprietary in nature such that it can be legally obtained only from a certain contractor(s), the notice inviting informal bids may be provided exclusively to such contractor(s).

D. All notices to contractors and construction trade journals pursuant to this section shall be provided not less than 10 calendar days before bids are due.

E. The City Manager shall have the authority to award informal contracts pursuant to this section with a value of $30,000.00 $60,000 or less pursuant to the findings and recommendations presented by the Director of Public Works. Such contracts shall have the prior approval of, and be executed by, the City Manager and shall be approved as to form by the City Attorney. All contracts with a value in excess of $30,000.00 $60,000 to be awarded pursuant to this section shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of $10,000.00$20,000.000 or 10%, whichever is greater.

However, in no event may the City Manager approve an increase of more than $30,000.00$60,000.00.

SECTION XVI:

Section 3.08.560 of the Orange Municipal Code, “Purchasing System – Public Projects— Award of Formal Bid Contracts.,” is hereby amended to read as follows:

3.08.560 Public Projects—Award of Formal Bid Contracts.

Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority 530
to approve such increases shall be in the amount of $10,000.00 $20,000.00 or 10%, whichever is greater. However, in no event may the City Manager approve an increase of more than $30,000.00 $60,000.00. If a contract is awarded, it shall be awarded by the City Council to the lowest responsible bidder. The determination of the "lowest responsible bidder" shall be at the discretion of the City Council pursuant to the findings and recommendations presented by the Director of Public Works at the time of award of contract. In determining the lowest responsible bidder, the following shall be considered by the City Council, in addition to price:

A. The ability, capacity and skill of the bidder to perform the contract or provide the services required;

B. Whether the bidder can perform the contract or provide the services promptly, or within the time specified, without delay or interference;

C. The sufficiency of the bidder's financial resources to perform the contract or provide the service;

D. The ability of the bidder to provide future maintenance and services where such maintenance and service is essential;

E. The quality and timeliness of the bidder's performance on previous contracts for the City;

F. Litigation by the bidder on previous contracts with the City;

G. The character, integrity, reputation, judgment, experience and efficiency of the bidder;

SECTION XVII:

SECTION XVIII:

ADOPTED this day of , 2025.
531

Daniel R. Slater, Mayor, City of Orange

ATTEST:

Pamela Coleman, City Clerk, City of Orange

APPROVED AS TO FORM:

Nathalie Adourian, City Attorney, City of Orange

STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange

532
Agenda Item
Orange City Council
Item #: 10.2. 1/13/2026 File #: 25-0673
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Russell Bunim, Community Development Director

1. SUBJECT
Introduction and First Reading of Ordinance No. 01-26 adding Chapter 9.45 to the Orange Municipal Code prohibiting the sale and distribution of kratom products.

2. SUMMARY
The proposed Ordinance prohibits the sale and distribution of kratom products within City limits. At present, the Orange Municipal Code contains no regulations addressing kratom. The intent of the Ordinance is to safeguard public health and welfare by restricting products that the United States Food and Drug Administration has identified as having opioid-like properties and posing risks to community safety.

3. RECOMMENDED ACTION
Introduce and conduct First Reading of Ordinance No. 01-26. An Ordinance of the City Council of the City of Orange adding Chapter 9.45 of the Orange Municipal Code prohibiting the sale and distribution of kratom products.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services

6. DISCUSSION AND BACKGROUND
The recreational misuse of kratom, a plant with opioid-like properties, poses risks of addiction, abuse, and dependence, creating significant public health concern. Unlike tobacco, which is regulated at the state, federal, and local levels to prevent sales to minors, kratom currently has no age restrictions or regulations in California or the City of Orange.

Kratom products are widely sold in convenience stores, supermarkets, liquor shops, gas stations, and especially tobacco retailers. They are marketed in multiple forms, including powders, capsules, pills, beverages, teas, gummies, smoking wraps, vaping liquids, and edibles, and contain psychoactive alkaloids that act as stimulants at low doses and produce sedative, opioid-like effects at higher doses. The products are increasingly linked to overdose deaths.

Federal agencies including the United States Drug Enforcement Administration (DEA) and the City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
533
Item #: 10.2. 1/13/2026 File #: 25-0673
Federal agencies including the United States Drug Enforcement Administration (DEA) and the National Institute on Drug Abuse (NIDA) have linked kratom use to adverse effects such as hallucinations, psychosis, dependence, tachycardia, hypertension, nausea, seizures, and liver injury.

The United States Food and Drug Administration (FDA) has not approved kratom for any medical use and has stated that no drug products containing kratom or its primary compounds, mitragynine and 7 hydroxymitragynine (7-OH), are legally marketed in the United States. The FDA has further warned that concentrated 7-OH is a potent opioid-like substance with significant abuse potential, posing an emerging public health threat. According to a recent FDA report, the Substance Abuse and Mental Health Services Administration estimated that 1.7 million Americans aged 12 and older used kratom products in 2021.

Locally, the Orange City Council adopted Ordinance No. 12-25 on June 24, 2025, requiring tobacco retailers to obtain a Tobacco Retailer Permit and comply with state, federal, and local tobacco control regulations. Since implementation, Code Enforcement has processed approximately 100 applications, and inspections have revealed widespread sales of kratom alongside drug paraphernalia, nitrous oxide, cannabis, banned flavored tobacco, and other illicit products, raising significant public health and safety concerns.

Several states have banned kratom entirely. In California, some jurisdictions such as the Cities of Newport Beach, Tustin, Stanton, Oceanside, and San Diego prohibit its sale and distribution, while others, including the County of Orange, and Cities of Huntington Beach and Laguna Niguel, restrict sales to individuals 21 and older.

Kratom has no FDA approved uses and is not legally marketed in the United States as a food additive, dietary supplement, or drug ingredient. Despite this, kratom products remain widely available for sale in the City, underscoring the need for the proposed Ordinance to regulate their sale and distribution.

Proposed Ordinance: If adopted, the proposed Ordinance would prohibit the sale, distribution, and advertising of all kratom products. Upon approval, staff will conduct a notice and education campaign to licensed businesses via hand delivery, mail, and email. Businesses that fail or refuse to comply with the Ordinance will face enforcement actions to ensure compliance.

Proposed Appeals Fee: The City will present a separate Resolution to the City Council establishing a fee to recover administrative costs associated with appeals, including expenses for the hearing officer and staff responsible for reviewing and preparing the hearing report.

7. ATTACHMENTS
· Ordinance No. 01-26
· Orange County Health Care Agency Public Information Factsheet · United States Food and Drug Administration News Release City of Orange Printed on 1/8/2026Page 2 of 2
powered by Legistar™
534
Agenda Item
Orange City Council
Item #: 10.2. 1/13/2026 File #: 25-0673
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Russell Bunim, Community Development Director

1. SUBJECT
Introduction and First Reading of Ordinance No. 01-26 adding Chapter 9.45 to the Orange Municipal Code prohibiting the sale and distribution of kratom products.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services

Federal agencies including the United States Drug Enforcement Administration (DEA) and the City of Orange Printed on 1/8/2026Page 1 of 2
powered by Legistar™
535
Item #: 10.2. 1/13/2026 File #: 25-0673
Federal agencies including the United States Drug Enforcement Administration (DEA) and the National Institute on Drug Abuse (NIDA) have linked kratom use to adverse effects such as hallucinations, psychosis, dependence, tachycardia, hypertension, nausea, seizures, and liver injury.

AN ORDINANCE OF THE CITY COUNCIL OF

THE CITY OF ORANGE ADDING CHAPTER

9.45 OF THE ORANGE MUNICIPAL CODE

PROHIBITING THE SALE AND DISTRIBUTION

OF KRATOM PRODUCTS

WHEREAS, California Constitution, Article XI, Section 7, authorizes the City of Orange (“City”) to adopt and enforce local police, sanitary, and other ordinances and regulations that are not in conflict with general laws; and

WHEREAS, California Health & Safety Code section 101450 empowers the City Council to take measures necessary to preserve and protect the public health, including adopting ordinances, regulations, and orders that are not in conflict with general laws; and

WHEREAS, California courts in Cohen v. Board of Supervisors (1985) 40 Cal.3d 277, Bravo Vending v. City of Rancho Mirage (1993) 16 Cal.App.4th 383, and Prime Gas v. City of Sacramento (2010) 184 Cal.App.4th 697, have affirmed the power of local jurisdictions to regulate business activity to protect public health and safety and in order to discourage violations of law; and

WHEREAS, the kratom plant ( Mitragyna speciosa ), a tropical evergreen native to Southeast Asia, contains psychoactive compounds including mitragynine and 7-hydroxymitragynine (“7-OH”), which can produce stimulant or sedative, opioid-like effects; and

WHEREAS, the United States Drug Enforcement Administration (“DEA”) has reported that kratom use may cause stimulant effects at low doses and opioid-like effects at high doses, and can lead to dependence, addiction, hallucinations, confusion, nausea, constipation, weight loss, insomnia, and other adverse symptoms, and has labeled kratom a “Drug of Concern”; and

WHEREAS, the United States Food and Drug Administration (“FDA”) has warned that the growing availability of kratom products, including enhanced and concentrated forms, poses an emerging public health threat; and

WHEREAS, the FDA has further indicated that 7 -OH is a potent opioid agonist that can cause respiratory depression, physical dependence, and withdrawal symptoms similar to opioids such as fentanyl, oxycodone, and hydrocodone; and

WHEREAS, kratom leaves and their chemical components are unlawful when added to foods, dietary supplements, or FDA -approved drugs, yet are widely marketed and sold without FDA approval or regulatory oversight; and

WHEREAS, the FDA has not approved any prescription or over-the-counter drug products containing kratom or its primary compounds; and

537
2 WHEREAS, the Los Angeles County Public Health Department launched enforcement and education campaigns following six fatal overdoses linked to 7 -OH, prompting the Orange County Health Care Agency to coordinate testing and treatment efforts with local clinical providers and hospitals, including those in the City; and

WHEREAS, the Orange County Coroner’s Office has begun testing for the presence of 7-OH in overdose cases in response to these incidents; and

WHEREAS, regulatory gaps have enabled widespread availability of kratom products despite their opioid-like properties, necessitating immediate policy intervention to protect public health; and

WHEREAS, kratom products are not subject to federal safety checks, resulting in a lack of oversight regarding purity, dosage, contamination, labeling accuracy, and consumer warnings; and

WHEREAS, several states and local jurisdictions such as the Cities of Newport Beach, Tustin, Stanton, Oceanside, and San Diego have prohibited the sale and distribution of kratom products; and

WHEREAS, the City seeks to prohibit the sale and distribution of kratom products within its limits as a reasonable and necessary exercise of its police powers to safeguard the health, safety, and welfare of its residents.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES HEREBY ORDAIN AS FOLLOWS:

SECTION I:

The subject Ordinance is exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines (Guidelines) Sections 15060(c)(2) and 15060(c)(3) because review and evaluation of potential impact of the Ordinance demonstrate that it will not result in a direct or reasonably foreseeable indirect physical change in the environment, and it constitutes a regulation of commercial activity and is not a "project" as defined in Guidelines section 15378.

SECTION II:

Chapter 9.45 of the Orange Municipal Code (Public Peace, Morals and Welfare – Kratom Products) is hereby added to read as follows:

Chapter 9.45

KRATOM PRODUCTS

Sections:

9.45.010 Purpose.

9.45.020 Definitions.
538
3 9.45.030 Prohibition on Sale or Distribution of Kratom and Kratom Products.

9.45.040 Enforcement.

9.45.050 Appeal.

9.45.010 Purpose.

This Chapter is enacted pursuant to the City’s police powers to protect the public safety, health, and welfare. The purpose of this Chapter is to protect public health and safety by prohibiting the commercial sale and distribution of kratom and kratom products within the City due to their opioid- like effects, lack of regulatory oversight, and demonstrated risk of abuse, dependence, and adverse health outcomes.

9.45.020 Definitions.

As used in this Chapter, the following words and phrases shall have the meaning given them in this section, unless the context clearly requires otherwise:

“7-OH product” means any product containing any detectable amount of 7-hydroxymitragynine.

“Distribute” means to furnish, give away, exchange, transfer, deliver or supply, whether or not for monetary gain.

“Kratom alkaloids” means any detectable amount of mitragynine, speciociliatine, speciogynine, paynantheine, 7-OH, or any natural, synthetic, or semi -synthetic alkaloid, derivative, isolate, metabolite, or structurally related constituent of Mitragyna speciosa.

“Kratom” or “Kratom product” means any product consisting of, or labeled or marketed as consisting of, any part of the leaf of Mitragyna speciosa in fresh, dehydrated, or dried form; including any extract, isolate, derivative, metabolite, or alkaloid, whether natural, synthetic, or semi-synthetic, regardless of concentration. The term includes any food, dietary ingredient, supplement, tea, gummies, beverage, vaping liquid, smoking wrap , smoking accessories or paraphernalia, and any other substances intended for human consumption or inhalation that contains any part of the leaf of Mitragyna speciosa, or any extract, synthetic alkaloid, or synthetically derived compound of the plant or its leaf. This definition includes, but is not limited to, powders, capsules, pills, teas, gummies, beverages, vape liquids, smoke wraps, smoking accessories or paraphernalia, and any other substances intended for consumption or inhalation.

“Kratom leaf” means the leaf of the kratom plant, also known as mitragyna speciosa, any form.

“Kratom leaf extract” means the material obtained by extraction of kratom leaves by any means.

“Possess for commercial purposes” means to possess with intent to sell, offer for sale, furnish, exchange, distribute, or otherwise provide in the course of business operations, including display, storage, warehousing, stocking, or holding for sale or distribution.

“Sell” or “Sale” means to furnish, exchange, transfer, deliver, or supply for monetary gain including but not limited to any transfer or title or possession for consideration, exchange, or barter, in any manner or by any means.
539
4 "Synthesized" means an alkaloid or alkaloid derivative or constituent that has been created by chemical synthesis or biosynthetic means (including but not limited to; fermentation, recombinant techniques, yeast derived, enzymatic techniques), rather than traditional food preparation techniques such as heating or extracting. It also includes alkaloids that have been further exposed to chemicals or processes that would confer a structural change in the alkaloids contained within the extract.

9.45.030 Prohibition on Sale or Distribution of Kratom and Kratom Products.

A. Except as otherwise preempted by law, it is unlawful for any person, business, tobacco retailer, or other entity to sell, offer for sale, distribute, display, furnish, administer, exchange, give away, or possess for commercial purposes:

1. Any kratom or kratom product containing any detectable amount of kratom alkaloids.

2. Any kratom product that contains or is adulterated with synthesized or semi-synthesized kratom alkaloids, ingredients, or constituents.

3. Any kratom product whose packaging indicates, implies, advertises, or suggests the presence of kratom or kratom alkaloids.

4. Any kratom product whose packaging has had the manufacturer’s or distributor’s label removed or altered to conceal, disguise, or modify the presence of kratom alkaloids or synthesized or semi-synthesized kratom constituents.

9.45.040 Enforcement.

A. The remedies provided by this Chapter are cumulative and in addition to any other remedies available at law or in equity.

B. In addition to any other remedy, violations of this Chapter may be enforced through administrative, civil, or criminal remedies as authorized by law. Each day a violation continues constitutes a separate violation.

C. Causing, permitting, aiding, abetting, or concealing a violation of any provision of this Chapter shall constitute a violation.

D. Any violation of this Chapter may be remedied by a civil action brought by the City Attorney.

The City may recover reasonable attorneys' fees and costs of suit in any civil action brought by the City Attorney to remedy any violation of this Chapter to the extent permitted by law.

E. Violations of this Chapter are hereby declared to be public nuisances subject to abatement by the City.

F. Nothing in this Chapter shall limit the City from pursuing administrative, civil, or criminal citations or to abate public nuisances or violations of this Chapter in accordance with the City Code or applicable law . Administrative enforcement may include the issuance of 540
5 administrative citations pursuant to the City’s administrative citation procedures, and nothing in this Chapter requires prior notice where immediate enforcement action is necessary to protect public health or safety.

G. Kratom or any kratom products, in violation of this Chapter may be seized by authorized City personnel and deemed contraband and shall not be returned unless compliance with this Chapter is demonstrated.

1. Seizures may be appealed through the procedures set forth in this Chapter. If not appealed or if upheld after review, seized items shall be destroyed in accordance with Orange Police Department policy and applicable law.

9.45.050 Appeal.

A. Notice of Action. Following the seizure of items prohibited under this Chapter, the City Manager or designee shall issue written notice to the responsible person, business, retailer or other entity. The notice shall include:

1. The proposed enforcement action.

2. A brief summary of the reason(s) and applicable code section(s).

3. Instructions for requesting an administrative review.

4. The notice shall be served personally or by first-class mail to the last known address of the responsible person or business. If mailed, notice shall be deemed effective three (3) calendar days after deposit in the United States mail.

B. Right to Request Review. The appellant person, business , retailer, or other entity may request administrative review by submitting a written request to the City Clerk within 10 calendar days of the notice. The request must include any applicable appeal fee as established by resolution of the City Council. A request is timely only if received by the City Clerk within the ten (10) calendar -day period. Failure to submit a timely request constitutes a waiver of the right to administrative review and a failure to exhaust administrative remedies.

C. Scheduling the Review. Upon receiving a timely request, the City shall schedule an administrative review. The review shall be conducted within a reasonable time, and notice shall be provided to the appellant at least 10 calendar days in advance.

D. Hearing Process.

1. The hearing shall be conducted by a neutral hearing officer as designated by the City Manager pursuant to the City’s administrative hearing procedures.

2. Both parties may present evidence, provide written statements or oral testimony, and be represented by legal counsel.

541
6 3. Formal rules of evidence do not apply, but relevant and reliable evidence will be considered.

4. Hearings may be continued for good cause.

E. Burden of Proof. The City bears the burden of proving the violation by a preponderance of the evidence.

F. Failure to Participate. If the appellant fails to appear or otherwise participate in the hearing, the appeal will be deemed withdrawn and considered a waiver of the right to exhaust administrative remedies.

G. Final Decision. The hearing officer shall issue a written decision within a reasonable time following the hearing. The decision shall include findings and be final upon issuance.

Judicial review is available under California Code of Civil Procedure Sections 1094.5 and 1094.6.

SECTION III:

If any section, subdivision, paragraph, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each section, subdivision, paragraph, sentence, clause and phrase thereof, irrespective of the fact that any one (or more) section, subdivision, paragraph, sentence, clause or phrase had been declared invalid or unconstitutional.

SECTION IV:

ADOPTED this ____ day of ___________________, 2026.

Daniel R. Slater, Mayor, City of Orange

ATTEST:

Pamela Coleman, City Clerk, City of Orange

542
7 APPROVED AS TO FORM:

Nathalie Adourian, City Attorney, City of Orange

STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )

I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the ___ day of _____________, 2026, and thereafter at the regular meeting of said City Council duly held on the ___ day of ____________, 202 6 was duly passed and adopted by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange
543

KRATOM & 7-OH: What You Don’t Know Can Hurt You
Learn the risks. Protect yourself and your family.

What is Kratom?
Kratom is a plant-based substance made from the leaves of a Southeast Asian tree called Mitragyna speciosa. People often use it to boost mood, ease anxiety or depression, or relieve pain. It is sold in many forms like capsules, tablets, powders, teas, gummies, and liquids and is available at smoke shops, gas stations, convenience stores, grocery stores or online.

General side effects from use of kratom can include nausea, constipation, dizziness, dry mouth, sleep issues, nervousness, restlessness, slowed breathing, sweating, or vomiting.

7-OH (also known as 7-Hydroxymitragnynine) is a powerful compound found in small amounts in kratom. It acts like an opioid and can slow breathing, especially when mixed with other substances. This can lead to serious side effects like drowsiness, vomiting, seizures, or even death. 7-OH is addictive, and some products contain high levels of it but are falsely sold as kratom.

The FDA has not approved kratom or any products containing 7-OH (7-hydroxymitragynine) for treating pain, mood disorders, or withdrawal symptoms and warns against use due to risk of dependence, addiction and adverse effects. These substances are not legal as drugs, dietary supplements, or food additives in the U.S., and their safety and effectiveness have not been proven.

Unpredictable
Kratom is not regulated, so you don’t know how much you are getting or what else is mixed with it. Bacteria and heavy metals like lead have been found in kratom.

Addiction Risk
Higher, regular doses can be highly
addictive and hard to quit.

Overdose Risk
Kratom can slow down breathing; taking kratom with other drugs like alcohol, fentanyl, other opioids, or benzodiazepines is especially dangerous – together the effects can cause death.

Risk of Death
Fatal overdoses have been linked
to kratom in California and across
the U.S.

Behavioral Health Services | www.ochealthinfo.com | Dev. 10/2025 - Know before you buy – Avoid buying or consuming products with 7-OH or Kratom even if they are labeled as “natural” or “herbal. ” - Call the Poison Help Line 1-800-222-1222 if you believe someone is having a bad reaction to Kratom or 7-OH products. - If someone is not breathing / has signs of an overdose, dial 911 immediately and administer Naloxone if available! Reach out for support and treatment services: OCNavigator.org or OC Links (855) 625-4657.

Facts About Kratom and 7-OH
What Can I Do?
How is 7-OH Related to Kratom? About
Kratom and 7-OH
7-OH, short for 7-hydroxymitragynine, is a powerful and dangerous opioid-like substance made from the kratom
plant. It is sold in many forms - tablets, gummies,
supplements, energy drinks and shots. On the street, it can be called 7-Hydroxy, 7-OHMG and ‘7”

An "Emerging Opioid Threat"
The FDA is working to block 7-OH products and warns
people not to use kratom or 7-OH because of the risks to health including liver problems, seizures, overdose,
substance use disorders and death.
7-OH can be 13 times
stronger than the opioid
morphine

https://samhsa.gov
https://www.fda.gov/news-events/public-health-focus/fda-and-kratom https://nida.nih.gov/research-topics/kratom

544

FDA NEWS RELEASE
FDA Takes Steps to Restrict 7-OH Opioid Products
Threatening American Consumers
Agency alerts health care professionals and consumers of 7-hydroxymitragynine risks
 More Press Announcements (/news-events/newsroom/press-announcements) For Immediate Release:

July 29, 2025
The U.S. Food and Drug Administration today is taking a bold step to protect Americans from dangerous, illegal opioids by recommending a scheduling action to control certain 7- hydroxymitragynine (also known as 7-OH) products under the Controlled Substances Act (CSA).

The FDA is specifically targeting 7-OH, a concentrated byproduct of the kratom plant; it is not focused on natural kratom leaf products. 7-OH is increasingly recognized as having potential for abuse because of its ability to bind to opioid receptors. The FDA is releasing a new report (https://www.fda.gov/media/187899/download?attachment) to educate the public about the health concerns of 7-OH and its distinction from the kratom plant leaf. “Today, we’re taking action on 7-OH as a critical step in the fight against opioid addiction,” said HHS Secretary Robert F. Kennedy, Jr. “We will protect the health of our nation’s youth as we advance our mission to Make America Healthy Again.”
This recommendation follows a thorough medical and scientific analysis by the FDA and is one of several efforts to address the agency’s concerns around the growing availability and use of 7- OH opioid products. There are no FDA-approved 7-OH drugs, 7-OH is not lawful in dietary supplements and 7-OH cannot be lawfully added to conventional foods. “Vape stores are popping up in every neighborhood in America, and many are selling addictive products like concentrated 7-OH. After the last wave of the opioid epidemic, we cannot get caught flat-footed again,” said FDA Commissioner Marty Makary, M.D., M.P.H. “7-OH is an opioid that can be more potent than morphine. We need regulation and public education to prevent another wave of the opioid epidemic.”
Feedback
11/22/25, 8:58 PM FDA Takes Steps to Restrict 7-OH Opioid Products Threatening American Consumers | FDA https://www.fda.gov/news-events/press-announcements/fda-takes-steps-restrict-7-oh-opioid-products-threatening-american-consumers 1/3545 The availability of 7-OH products is a major concern to the FDA, as consumers can easily purchase products with concentrated levels of 7-OH online and in gas stations, corner stores and vape shops. The FDA is particularly concerned with the growing market of 7-OH products that may be especially appealing to children and teenagers, such as fruit-flavored gummies and ice cream cones. These products may not be clearly or accurately labeled as to their 7-OH content and are sometimes disguised or marketed as kratom. The FDA has also published educational materials (https://www.fda.gov/media/187900/download) for consumers to be more informed about these harmful products.

In June, the FDA issued warning letters to seven companies for illegally distributing products containing 7-OH, including tablets, gummies, drink mixes and shots. Today, the FDA is also issuing a letter to health care professionals (https://www.fda.gov/media/187898/download? attachment) and is warning consumers (https://www.fda.gov/drugs/information-consumers-and- patients-drugs/hiding-plain-sight-7-oh-products) about the risks associated with 7-OH products.

Under the CSA, drugs, substances and certain chemicals are placed into one of five schedules based upon their medical use, potential for abuse and safety or dependence liability. The Drug Enforcement Administration is reviewing the recommendation and has the final authority on scheduling, which requires a rulemaking process that includes a period for the public to provide comments before any scheduling action is finalized.

Related Information
Hiding in Plain Sight: 7-OH Products (/news-events/public-health-focus/hiding-plain-sight- 7-oh-products)
###
Media:

HHS Request for Comment (https://www.hhs.gov/request-for-comment-form/index.html? Agency=ASPA)
202-690-6343
Consumer:
888-INFO-FDA
11/22/25, 8:58 PM FDA Takes Steps to Restrict 7-OH Opioid Products Threatening American Consumers | FDA https://www.fda.gov/news-events/press-announcements/fda-takes-steps-restrict-7-oh-opioid-products-threatening-american-consumers 2/3546 Was this page helpful? * (required)
Submit
The FDA, an agency within the U.S. Department of Health and Human Services, protects the public health by assuring the safety, effectiveness, and security of human and veterinary drugs, vaccines and other biological products for human use, and medical devices. The agency also is responsible for the safety and security of our nation’s food supply, cosmetics, dietary supplements, radiation-emitting electronic products, and for regulating tobacco products.

Yes
No
An official form of the United States government. Provided by Touchpoints 11/22/25, 8:58 PM FDA Takes Steps to Restrict 7-OH Opioid Products Threatening American Consumers | FDA https://www.fda.gov/news-events/press-announcements/fda-takes-steps-restrict-7-oh-opioid-products-threatening-american-consumers 3/3547

Orange City CouncilJanuary 13, 2026

Orange City Council
January 13, 2026