Santa Ana City Council
December 20, 2022

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fewer restrictions for other City agencies who are currently undergoing information system enhancements and upgrades, such as the Parks, Recreation and Community Services Agency’s (“PRCSA”) new zoo ticketing system and reservation management system.

Subsequent to this City Council meeting, staff will be recommending the approval of both a renewal agreement and an accompanying support and maintenance agreement with System Innovators, a division of N. Harris Computer, for related EMV Chip & PIN credit card hardware purchases and Payment Card Industry Data Security Standard (“PCI DSS”) revenue management and cashiering software upgrades. Various City agencies currently use both TSYS and iNovah (System Innovators’ revenue management and cashiering software/hardware), to process payments and the receipt of City revenues. A component of this comprehensive upgrade to the City’s cashiering and payment system includes contingency options for additional City information systems to integrate into both Global Payments merchant processing services (TSYS & OpenEdge) as well as iNovah. The City’s iNovah revenue and management and cashiering software is then scheduled to be integrated into PRCSA’s new zoo ticketing system and existing parks and recreation reservation management system, together with the Planning & Building Agency’s new land management system, and Finance & Management Services Agency’s up-coming new business license software/platform (as an upgrade to the existing legacy system’s iNovah integration).

OpenEdge is the only common merchant processor for in-person payment transactions for PRCSA’s reservation management system and the Santa Ana Zoo’s new ticketing system. The City’s Treasury & Customer Service Division (“Treasury”) of the Finance & Management Services Agency, whose responsible for maintaining all monetary transactions related to City services, is aiming to streamline all in-person debit/credit payment transactions. Fortunately, Global Payments (aka OpenEdge/TSYS) not only has unique institutional knowledge of the City’s payment processing systems, but their amalgamation with OpenEdge opens another merchant processing payment method to be utilized by PRCSA and other City agencies in the future if necessary. Global Payments’ TSYS merchant payment processing services are already integrated into various City payment systems, the cost to implement an equivalent third-party merchant payment processing service is unknown, but would require new software and substantial additional integration expenses.

In addition to merchant payment processing services for the City’s walk-in cashiering stations, there are other related critical payment processing agreements such as the City’s online cloud-based electronic billing and payment presentation/bill print services, 24-7/365 walk-up payment kiosk services, and over-the-phone interactive voice response and payment services. Based on the synchronization of all of these payment- processing services, the City will achieve full PCI-DSS compliance, thereby transferring future credit card fraud liability from the City to the payment card providers.

City Council
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First Amendment to Agreement with OpenEdge, DBA Global Payments December 20, 2022

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Furthermore, renewal agreements for the City’s integrated Interactive Voice Response (“IVR”) contract and data processing, printing and mailing, and e-business services contracts have been constructed to be co-extensive with one another. Therefore, staff recommends the approval of a first amendment to agreement with Global Payments (TSYS/OpenEdge) to assure annual merchant payment processing services for the City’s PRCSA reservation management system and the Zoo’s new ticketing system. By approving this first amendment to agreement with Global Payments, City Council will also be harmonizing agreements with other critical payment processing contracts.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for this renewal agreement and services are budgeted and available in various departmental Contract Services Professional accounts (No. Various-62300). Funds will be budgeted for expenditure as follows:

FY
Accounting
Unit -
Account
No.

Fund
Description
Accounting
Unit -
Accounting
No.

Description
Support
& Maint.

Contracted
Amount
Annual
Rate
Increase
(Contg.)
Maximum
Amount
2022
-23
Various-
62300 Various
Contract
Services
Professional
$5,000 $195,500 $29,325 $229,825
2023
-24
Various-
62300 Various
Contract
Services
Professional
$5,000 $195,500 $29,325 $229,825
2024
-25
Various-
62300 Various
Contract
Services
Professional
$5,000 $200,000 $30,000 $235,000
2025
-26
Various-
62300 Various
Contract
Services
Professional
$5,000 $210,000 $31,500 $246,500
2026
-27
Various-
62300 Various
Contract
Services
Professional
$5,000 $220,000 $33,000 $258,000
2027
-28
Various-
62300 Various
Contract
Services
Professional
$5,000 $230,000 $34,500 $269,500
2028
-29
Various-
62300 Various
Contract
Services
Professional
$5,000 $240,000 $36,000 $281,000

City Council
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First Amendment to Agreement with OpenEdge, DBA Global Payments December 20, 2022

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2029
-30
Various-
62300 Various
Contract
Services
Professional
$5,000 $125,000 $18,750 $148,750
Subtotal: Subtotal: Subtotal: Grand
Total:
$40,000 $1,616,000 $242,400 $1,898,400

EXHIBIT(S)

1. Global Payments Direct, Inc. DBA OpenEdge Agreement
Submitted By: Kathryn Downs, FMSA Executive Director
Approved By: Kristine Ridge, City Manager

City Council
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FIRST AMENDMENT TO AGREEMENT TO THE CARD SERVICES TERMS &

CONDITIONS FOR GOVERNMENT ENTITIES

CITY OF SANTA ANA

THIS FIRST AMENDMENT TO THE CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES (“Agreement”) is made and entered into on this 20th day of December 2022, by and between Global Payments Direct, Inc., DBA OpenEdge, a Georgia corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City and Consultant are party to that certain Card Services Terms & Conditions for Government Entities and the Merchant Application agreed to on December 6, 2022, Agreement A-2022-________ (“Card Services Agreement”).

B. The City desires to retain a consultant having special skill and knowledge in the field of debit and credit card merchant payment processing services, including gateway transaction integration and support services
C. Consultant represents that Consultant is able and willing to provide such services to the City.

D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Card Services Agreement attached hereto as Exhibit A.

2. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Merchant Application. For the full Term of this Agreement as covered under the provisions as set out herein below, funds to be expended shall not exceed a base contracted amount of $1,616,000, together with an annual $5,000 support and maintenance amount and a general annual contingency amount of 15%, for a combined maximum amount of $1,898,400 which sum shall constitute the Maximum Contract Compensation Cap.

EXHIBIT 1

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a. The breakdown of these expendable funds by fiscal year shall be as set forth in the Contract Expenditure Table shown below: Contract Expenditure Table Fiscal Year Support & Maintenance Amount Base Contract Amount Percent Contingency Contingency Amount Maximum Expenditure Amount FY 2022-23 $5,000 $195,500 15% $29,325 $229,825 FY 2023-24 $5,000 $195,500 15% $29,325 $229,825 FY 2024-25 $5,000 $200,000 15% $30,000 $235,000 FY 2025-26 $5,000 $210,000 15% $31,500 $246,500 FY 2026-27 $5,000 $220,000 15% $33,000 $258,000 FY 2027-28 $5,000 $230,000 15% $34,500 $269,500 FY 2028-29 $5,000 $240,000 15% $36,000 $281,000 FY 2029-30 $5,000 $125,000 15% $18,750 $148,750 $40,000 $1,616,000 $242,400 $1,898,400 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Billing or invoice statements shall be presumed to have been received three (3) days after they are mailed or twenty- four (24) hours after being electronically transmitted in accordance with the provisions of Section 13 of this Agreement (“NOTICE”). c. Change Order Contingency: During the term of this Agreement, City may request optional services of Consultant at mutually agreed upon scope and fees. 1. Change Order No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to Consultant, incorporating therein any material change in the scope, fees and/or administration of this Agreement proposed by City. 2. Additional Work or Services (a) Extra Work or Services City shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding any annual City fiscal year compensation amount cap initially specified under the Compensation provisions

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of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 (“COMPENSATION”), subsection a. of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. d. Coordination of Work or Services 1. Representative of Consultant The following officer of Consultant is hereby designated as being the representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Global Payments Integrated Carl Van Laethem Representative Client Success Advisor/National Accounts It is expressly understood that the experience, knowledge, capability and reputation of the foregoing officer & representative is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing officer & representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. 2. Contract Officer The Contract Officer shall be the person designated hereunder by City. It shall be Consultant's responsibility to assure that City's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Agreement and Consultant shall refer any decisions which must be made by City to the Contract Officer. The Contract Officer shall have authority to enter into Change Orders with Consultant pursuant to this Agreement. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. City of Santa Ana Contract Officer Kristine Ridge, City Manager or designee 3. TERM

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The base term of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless terminated earlier in accordance with Section 9, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, invasion of privacy and breach of data. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. Limits can be obtained with a combination of primary and excess/umbrella coverages. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $2,000,000 per accident for bodily injury and property damage. Limits can be obtained with a combination of primary and excess/umbrella coverages. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall

City Council
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include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. i. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the Agency may be endorsed onto the Consultant’s Cyber Liability Policy. 6. Crime liability insurance with a limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability Insurance and Auto Liability Insurance is Primary and Non-Contributory. iv. Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. Similar notice of reduction or material change shall be given if coverage falls below or is not in compliance with the contract requirements. v. Consultant shall supply City with a fully executed additional insured endorsement.

City Council
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vi. Certificates of insurance endorsements shall show the City as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 vii. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 7. Broader Coverage: If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. 8. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. b. Other Insurance Provisions 1. Additional Insured Status: The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please note, if there is an insured vs. insured exclusion on the Consultant’s policy, carefully review with the Consultant and their insurance carrier on whether being added as an additional insured onto the Consultant’s policy removes your organization’s ability to file suit against the Consultant and draw upon the policy should final adjudication in a lawsuit state that the Consultant shall pay damages to your organization. 2. Primary Coverage: For any claims related to this contract, the Consultant’s insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the

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Consultant’s insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. 4. Waiver of Subrogation: Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self-Insured Retentions: Self-insured retentions must be declared to the Entity. The Entity may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Entity. 7. Claims Made Policies: If any of the required policies provide coverage on a claims-made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work. 8. Verification of Coverage: Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors.

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10. Special Risks or Circumstances: Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 6. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 7. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 8. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 9. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: 1. As a condition of such payment, the Executive Director of Finance and Management Services may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 2. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

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10. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 11. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 12. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication required or made pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or by express mail courier (i.e. FedEx, UPS, etc.), or sent by fax or email communication in the manner provided in this section. Any such notice shall be addressed to the other party at the address set forth below. Consultant invoice/billing statement notices to City shall be sent to City’s Primary Representative/Project Manager or designees. All notices, including invoice/billing statement notices and notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent by overnight delivery. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. If sent by email, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the delivery time stamp notated by the internet service provider, addressed as set forth above. For purposes of calculating these time frames, weekends, City Hall closure dates, federal, state, County or City holidays shall be excluded. If to City: Clerk of the City Council

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City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M- 17) Santa Ana, CA 92702 Phone: (714) 647-6960 Fax: (714) 647-5414 If to Consultant: Global Payments Direct, Inc. Attn: David Green Corporate Secretary 3550 Lenox Road NE, Suite 3000 Atlanta GA 30326 Representative or designees Consultant Primary Representative/Project Manager shall be: Carl Van Laethem Client Success Advisor/National Accounts Global Payments Integrated Phone: (801) 772-1671 Email: [email protected] City Primary Representative/Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza (M-15), Room 1105 Santa Ana, CA 92701 Phone: (714) 647-5456 Fax: 714-647-5304 Email: [email protected] City Alternate Representative/Project Manager shall be: Alex Gutierrez, Senior Analyst Treasury and Customer Service Division 20 Civic Center Plaza (M-15), Room 1103

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Santa Ana, CA 92701 Phone: (714) 647-5497 Fax: 714-647-5304 Email: agutierrez @santa-ana.org A party may change its address or representative or designees by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address and/or new representative or designees. 14. COUNTERPART SIGNATURE AND DELIVERY This Agreement must be signed below and may be signed in separate counterparts including facsimile copies and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. Any subsequent amendments to this Agreement may be signed and delivered in the same manner. 15. MISCELLANEOUS PROVISIONS 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Provided however, that in the event that any provision of any exhibit is in direct conflict with the provisions of this Agreement then the terms of this Agreement will prevail solely with respect to any such directly conflicting provisions, or portions thereof. // // {Signatures on following page}

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IN WITNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above written.ATTEST:CITY OF SANTAANAClerk of the Council Kristine Ridge City ManagerAPPROVED AS TO FORM:Sonia R. Carvalho City Attorney_____________________________ By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL:CONSULTANT:_____________________________ David GreenCorporate Secretary

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____________________________ Kathryn Downs Executive Director Finance and Management Services Agency

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CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIESCARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIESPLEASE READ SECTION 17 (“DISPUTE RESOLUTION”) CAREFULLY AS IT RELATES TO ARBITRATION AND CLASS ACTIONSGENERAL.The "Card Services Agreement" consists of these Card Services Terms & Conditions and the Merchant Application and is made by and among Merchant (or “you”), Global Payments Direct, Inc. ("Global Direct"), and Member (as defined below). The provisions in the Card Services Agreement are applicable to Merchant and, by submitting Transactions hereunder, Merchant agrees to be subject to the same. The member bank identified in the Merchant Application ("Member") is a member of Visa USA, Inc. ("Visa") and Mastercard International, Inc. ("Mastercard"). Global Direct is a registered independent sales organization of Visa, a member service provider of Mastercard, a registered Program Participant of American Express Travel Related Services Company, Inc. (“American Express”), and a registered acquirer for Discover Financial Services LLC (“Discover”). Any references to the Debit Sponsor shall refer to the debit sponsor identified below. Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not apply to the Member with respect to American Express, Discover and PayPal transactions and Switched Transactions (as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if Merchant does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept JCB, China UnionPay, Diner's Club and, for card present transactions, PayPal cards under the Discover network and such transactions will be processed at the same fee rate as Merchant's Discover transactions are processed. To the extent Merchant accepts Discover cards and has a separate agreement with Discover, Discover and PayPal card transactions shall be processed as Switched Transactions (as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with respect to American Express apply if Merchant does not have a separate agreement with American Express. Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products, including any software, described herein and in the Merchant Application and selected by Merchant therein (collectively and individually, as applicable, the "Services"). Merchant agrees to be bound by the Card Services Agreement, including the terms of the Merchant Application and these Card Services Terms & Conditions as may be modified or amended in the future pursuant to its and/or their terms. Upon the earlier of a Merchant’s submission of a transaction to Global Direct or signing the Merchant Application, Merchant shall be deemed to have accepted the Card Services Agreement, including the Terms and Conditions herein.

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Except as expressly stated in the first three paragraphs of section 13, all terms and conditions of this Card Services Agreement shall survive termination to the extent necessary to protect Global Direct and Member’s rights herein. SERVICE DESCRIPTIONS. Credit Card Processing Services: Global Direct's credit card processing services consist of authorization and electronic draft capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers (e.g., Visa, Mastercard, American Express, Diners, Discover); settlement; certain dispute resolution with cardholders' banks; and transaction-related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant's request, Global Direct may facilitate the transmission of certain payment card transactions ("Switched Transactions") to the respective card issuers, including but not limited to American Express®, Diners Club® and various fleet, private label and commercial cards. Switched Transactions require Global Direct's prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions. EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer ("EBT") networks for the processing of cash payments or credits to or for the benefit of benefit recipients ("Recipients"). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits") and/or government delivered cash assistance benefits ("Cash Benefits," with FS Benefits, "Benefits") to Recipients through the use of a state-issued card ("EBT Card"). Provisions regarding debit card services are set forth in section 31 below. Provisions regarding Decline Minimizer Services are set forth in section 33 below. Provisions regarding CallPop OpenEdge Services are set forth in section 34 below. With respect to Visa and Mastercard products, Merchant may elect to accept credit cards or debit/prepaid cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and Merchant's account(s) will be charged pursuant to section 5 of this Card Services Agreement for any additional fees incurred as a result of Merchant's subsequent acceptance of transactions with any Visa or Mastercard product that it has elected not to accept. PROCEDURES. Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of goods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Card Services Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Card Services Agreement, https://www.globalpaymentsinc.com/en-us/cardacceptanceguide and to be bound by the operating regulations, requirements, and rules of Visa, Mastercard, American Express, Discover, PayPal and any other card association or network organization covered by this Card Services Agreement, as any of the

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above referenced documents may be modified and amended from time to time (collectively, the “Card Association Rules”). Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa, Mastercard, American Express, Discover, PayPal and any other card association or network organization related to cardholder and transaction information security, including without limitation, all rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data Security Standard), Visa's Cardholder Information Security Program, Mastercard's Site Data Protection Program, and Payment Application Best Practices, which, as may be modified and amended from time to time, will constitute Card Association Rules as used herein. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a card association or network organization in connection with cardholder and transaction information security. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re-present a chargeback with respect to such transaction consistent with the Card Association Rules. Merchant will indemnify and hold Global Direct and Member harmless from any liability assessments (sometimes referred to as “fines” and “penalties”) issued by Visa, Mastercard, American Express, Discover, PayPal or any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant’s location(s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such liability assessments, fees and costs. Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply with all applicable federal, state, and local laws, rules, ordinances, and regulations (collectively, “Applicable Laws”), including those related to both (a) the truncation or masking of cardholder numbers and expiration dates on transaction receipts from transactions processed at Merchant's location(s), including without limitation the Fair and Accurate Credit Transactions Act and applicable state laws ("Truncation Laws") and (b) the collection of personal information from a cardholder in connection with a card transaction, including all applicable state laws ("Laws on Collection of Personal Information"). As between Merchant, on the one hand, and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying with all such laws, rules, ordinances, and regulations, including the Truncation Laws and Laws on Collection of Personal Information and will, to the maximum extent not prohibited under applicable law, indemnify and hold Global Direct and Member harmless from any claim, loss or damage resulting from a violation of the same as a result of transactions processed at Merchant's location(s). Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to use to carry out this Card Services Agreement. These directions and the terms of the forms are binding as soon as they are issued and shall form part of these Card Services Terms & Conditions. Such operating regulations and rules may be reviewed upon appointment at Global Direct's designated premises and Merchant acknowledges that it has had the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement. MARKETING. Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant shall cease to use or display such service marks

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immediately upon notice from Global Direct or upon termination of this Card Services Agreement. Merchant agrees that all such displays and cessation of such displays shall be in accordance with the Card Association Rules. PAYMENT, CHARGES AND FEES. Fees and charges payable by Merchant for all products, services and applications, whether provided by Global Direct, a third party through Global Direct, or directly by a third party with Global Direct collecting monies with respect thereto (e.g., a POS Vendor Fee), shall be as set forth in the Merchant Application (exclusive of taxes, duties and shipping and handling charges) and in Section 39 of these Card Services Terms & Conditions. With respect to POS Vendor Fees, Global Direct does not control and is not responsible for the POS Vendor Fees charged to Merchant, and the pricing for any such fees depends on Merchant’s agreement with such third party. Merchant shall at all times maintain one or more commercial checking accounts (the “Accounts”) with Member or with another financial institution of Merchant’s choice acceptable to Member and Global Direct that belongs to the Automated Clearing House (“ACH”) network and which can accept ACH transactions. Merchant will be provisionally credited for indebtedness purchased under this Card Services Agreement by credit to Merchant's Account(s). Merchant's Account(s) will be provisionally credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited, minus any applicable discount, fees, product service costs, chargebacks, and other fees and charges. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the Card Association Rules. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant's Account(s) on a daily basis. Merchant agrees to pay and Merchant's Account(s) will be charged for the discount, fees, product service costs, chargebacks, and other fees and charges described in this Card Services Agreement. Merchant also agrees to pay and Merchant's Account(s) will be debited for all fees, arbitration fees, liability assessments, or any other amounts charged or assessed by third parties, the card associations or network organizations on account of or related to Merchant's processing hereunder, including without limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant's Account(s) may be debited or credited, without notice, and if Merchant's Account(s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global Direct or Member to Merchant's Account which is permitted hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as defined below). EQUIPMENT AND SUPPLIES/THIRD PARTY SERVICES. Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased equipment including imprinters, authorization terminals, card reader hardware or printers; software; credit card authenticators; unused forms (online or paper); all hardware and software related to the CallPop OpenEdge Services (as defined below); and Merchant deposit plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect all such items from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to Merchant's premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or software provided under this Card Services Agreement is embedded with proprietary technology ("Software"). Merchant

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shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software, or transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, or any other malicious or unauthorized code. Merchant's use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct's suppliers are intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant. The operating instructions or user guides will instruct Merchant in the proper use of the terminals, other hardware or payment application(s), and Merchant shall use and operate the terminals, other hardware or payment application(s) only in such manner. If Merchant has purchased the relevant maintenance/help desk service hereunder, Merchant will promptly notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or software or need for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance or replacement software or hardware. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal, other hardware or payment application(s). In the event the Merchant's terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item of equipment is lost, destroyed, stolen or rendered inoperative. To the extent not prohibited under applicable law, Merchant will indemnify Global Direct against any loss arising out of damage to or destruction of any item of equipment or software provided hereunder for any cause whatsoever. Merchant also agrees, to the extent not prohibited under applicable law, to hold harmless and indemnify Global Direct for any costs, expenses, and judgments Global Direct may suffer, including reasonable attorney's fees, as a result of Merchant's use of the equipment or software provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may be returned to Global Direct at Merchant's expense within 60 days of receipt. Merchant shall receive a refund of any money paid in connection therewith subject to a re-stocking fee of an amount equal to 20 percent of the total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after 60 days. Merchant acknowledges that some of the services and applications to be provided by Global Direct and Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Global Direct or Member, as applicable, and such third party. Merchant may not resell the services of any third party providing services under this Card Services Agreement to any other party. Merchant acknowledges that it may directly obtain software platform services from a third party that facilitate or integrate Global Direct’s Services as set forth in section 2. Global Direct does not control and is not responsible for such software platform services or any fees (and their occurrence) charged by such third party to Merchant related to such software platform services. The pricing for Merchant’s use of any third-party platform services and any

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associated fees depends on Merchant’s agreement with such third party. Merchant authorizes Global Direct to collect all monies related to Merchant’s use of such third-party software (i.e., the POS Vendor Fee) on behalf of such third party as set forth in the Merchant Application and Merchant’s agreement with such third party. Global Direct is not responsible for the acts or omissions of any third party and shall have no responsibility for or liability in connection with any software platform services Merchant receives from a third party, even if Global Direct collects monies with respect to such software or services. Global Direct makes no representation or warranty with respect to such third party’s software platform services or such third party’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. FINANCIAL INFORMATION. Merchant agrees to furnish Global Direct and Member such financial statements and information concerning Merchant as Global Direct or Member may from time to time request. Global Direct and Member, or their duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years from submission, or such longer period of time as may be required by the Card Association Rules, by law, or by Global Direct as specifically requested in writing in individual cases. CHANGE IN BUSINESS. Merchant agrees to provide Global Direct and Member 60 days prior written notice of its (a) transfer or sale of any substantial part (ten percent or more) of its total stock, assets and/or to liquidate; or (b) change to the basic nature of its business, or (c) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, conversion of all or part of the business to mail order sales, telephone order sales, Internet-based sales or to other sales where the card is not present and swiped through Merchant's terminal or other card reader. Upon the occurrence of any such event, the terms of this Card Services Agreement may be modified by Member and/or Global Direct to address issues arising therefrom, including but not limited to requirements of applicable Card Association Rules and/or the fees associated with such transactions. TRANSFERABILITY. This Card Services Agreement is not transferable by Merchant without the written consent of Global Direct and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant's Account(s) as described herein. WARRANTIES AND REPRESENTATIONS. Merchant warrants and represents to Global Direct and Member, both at the time of execution and the presentation of any transaction hereunder: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the cardholder or in accordance with the cardholder’s instructions; (c) that Merchant will comply fully with all Applicable Laws, including those applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e)

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that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that Merchant has taken all reasonable steps to verify the identity of the cardholder and the genuineness of the card and the transaction; (g) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Association Rules; (h) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant's location and swiped through Merchant's terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (i) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (j) that sales transactions submitted hereunder for purchase representing sales to any principal, partner, affiliate, or proprietor of Merchant shall not constitute an unreasonable portion of Merchant’s transactions relative to the Merchant’s legitimate business requirements, (k) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the Card Association Rules, and that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant's goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents an unreasonable sales transaction to any principal, partner, or proprietor, of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant's agent for the delivery of card transactions to Global Direct via the applicable card-processing network. Global Direct and Member shall have no responsibility for or liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the Card Association Rules, including without limitation any violation, which results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any card transactions until it receives data for the card transaction in the format required by Global Direct. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. Neither Member, nor Global Direct, nor any Supplier makes any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, software or services leased, sold, or otherwise furnished hereunder.

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INDEMNITY. Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder, Global Direct, or another party. To the extent not prohibited under applicable law, Merchant agrees to indemnify defend and hold Global Direct, Member and their respective parent companies, subsidiaries and affiliates (including, without limitation, the respective officers, directors, employees, attorneys, shareholders, representatives and agents of all of the foregoing) harmless from and against any and all liabilities, judgments, arbitration awards, settlements, actions, suits, claims, demands, losses, damages, costs (including, but not limited to, court costs and out of pocket costs and expenses), expenses of any and every type, litigation expenses, and attorneys’ fees, including, but not limited to, attorneys’ fees incurred in any and every type of suit, proceeding, or action, including but not limited to, bankruptcy proceedings, in connection with, by virtue of, or arising from, either directly or indirectly: (a) any card transaction that does not conform to the requirements of this Card Services Agreement, the Card Association Rules or Applicable Laws; (b) any card transaction or any act or omission of Merchant; (c) Merchant’s breach or default or an alleged breach or default of or under any term, covenant, condition, representation, warranty, obligation, undertaking, promise or agreement contained in this Card Services Agreement or in any agreement (whether oral or written) with any cardholder, any agreement with any card association, or in any other agreement with Member or Global Direct, any breach or threatened breach by Merchant of the Card Association Rules or any violation by Merchant of Applicable Laws ; (d) the rescission, cancellation or avoidance of any card transaction, by operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense, including, without limitation claims brought by Merchant with respect to this Card Services Agreement or a card transaction on which Merchant is not the prevailing party; (f) damages, including, without limitation, those for death or injury caused by the good or service purchased with the card; (g) for all web based, Internet or electronic commerce transactions including Merchant's insecure transmission of card transaction data and/or storage of cardholder information or (h) any compromise of card information or cardholder information resulting from, or for which any network organization or card association determines resulted from, Merchant’s failure to abide by applicable security standards, including those found in the Card Association Rules. For purposes of this Agreement, including the foregoing indemnities to the extent not prohibited under applicable law, Merchant is responsible and liable for the acts and omissions of its employees, agents and representatives (whether or not acting within the scope of their duties). LIMITATION OF LIABILITY. Neither Member nor Global Direct nor any independent sales organization referring or providing services to Merchant (“ISO”) shall be liable for failure to provide the Services or delay in providing the Services including processing delays or other non-performance if such failure is due to any cause or condition beyond such Party’s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots, war, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, telecommunications failures, equipment failures, unavoidable delays, the errors or failures of third party systems, non-performance of vendors, suppliers, processors or transmitters of information, or other similar causes beyond such party’s control. To the maximum extent not prohibited by law, the liability of Global Direct, ISO, and Member for any loss arising out of or relating in any way to this Card Services Agreement, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the equipment or the failure of the equipment to operate, the unavailability or

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malfunction of the Services, personal injury or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed the lesser of (a) three months’ average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant’s payment processing) for the Services during the previous 12 months or such lesser number of months as shall have elapsed subsequent to the Effective Date of this Card Services Agreement, and (b) $50,000. This shall be the extent of Global Direct’s, ISO’s, and Member’s liability arising out of or relating in any way to this Card Services Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct, ISO, or Member, whether contract, tort, or otherwise, and the foregoing shall constitute Merchant’s exclusive remedy. Under no circumstances shall Global Direct, ISO, or Member by liable for special, consequential, punitive or exemplary damages, including lost profits, revenues and business opportunities, arising out of or relating in any way to this Card Services Agreement, even if Global Direct, ISO, or Member has been advised of the possibility of such damages. Under no circumstances shall Global Direct, ISO, or Member be liable for any settlement amounts pertaining to Switched Transactions; Merchant’s recourse therefore shall be to the applicable card issuer. Member shall not be responsible or liable to Merchant for any action taken by Member (or the results thereof) that is authorized by this Agreement. It is agreed that in no event will Global Direct, ISO, or Member be liable for any claim, loss, billing error, imposition of any allegedly improper fee(s), damage or expense arising out of or relating in any way to this Card Services Agreement which is not reported in writing to Global Direct by Merchant within 60 days of such failure to perform, or, in the event of a billing error or the imposition of any allegedly improper fee(s), within 90 days of the date of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein. Global Direct agrees to maintain commercially reasonable levels of insurance coverage during the term of the Card Services Agreement consistent with the scope and nature of its business and applicable industry best practices. Upon reasonable request, Global Direct shall deliver a certificate of insurance reflecting its then-current policy coverage and carriers. TERM AND TERMINATION. This Card Services Agreement shall remain in full force and effect for an initial term of one year from the Effective Date (the “Initial Term”); provided, however, that if Merchant is receiving these Terms and Conditions as an amendment to an existing Card Services Agreement, the amendment shall not affect the then-existing term. The Card Services Agreement will automatically renew for additional one-year periods (“Renewal Term” or “Renewal Terms”, and together with the Initial Term, the “Term”) unless Merchant gives 30 days’ advance written notice of termination prior to the end of the then-current term. This Card Services Agreement is expressly made subject to the limitations of the Merchant’s state constitution. Nothing herein shall constitute, nor be deemed to constitute, the creation of a debt or multiyear fiscal obligation or an obligation of future appropriations by Merchant, contrary to the any constitutional, statutory or charter debt limitation. Notwithstanding any other provision of this Card Services Agreement, with respect to any financial obligation of Merchant which may arise under this Card Services Agreement in any fiscal year, if the budget

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or other means of appropriations for any such year fails to provide funds in sufficient amounts to discharge such obligation, such failure shall not constitute a default or breach of this Card Services Agreement, including any sub-agreement, attachment, schedule, or exhibit thereto, by the Merchant. Notwithstanding the foregoing, Global Direct or Member may terminate or suspend performance of this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Card Services Agreement; upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant's terminal or other card reader; upon any failure to follow the Card Acceptance Guide or any Card Association Rules, upon any misrepresentation by Merchant; upon commencement of bankruptcy or insolvency proceedings by or against the Merchant; upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application; where the rules or regulations of any card association require that Member and/or Global Direct terminate and/or suspend this Card Services Agreement; or in the event Global Direct or Member reasonably deems itself insecure (including, without limitation, credit, operational, reputational, financial, technological, security and/or fraud risk or exposure) in continuing this Card Services Agreement. In addition, a termination by Global Direct shall serve as a termination of the entire Card Services Agreement, including with regard to any ACH Transaction Services provided hereunder. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such 30-day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant's Account(s). If the deposit has already been posted to Merchant's Account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks or liability assessments imposed, received, or processed after termination. In the event of termination, all equipment leased from, and software provided by, Global Direct including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global Direct at Merchant's expense. RETURNED ITEMS/CHARGEBACKS. If a cardholder disputes any transaction, if a transaction is charged back for any reason by a cardholder or the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant's Accounts or the Reserve Account (as defined below). Merchant acknowledges and agrees that it is bound by the

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Card Association Rules with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing Global Direct and Member with any available information to re-present a chargeback and that, regardless of any information it provides or does not provide Global Direct and Member in connection with a chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such chargeback. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant's accounts or the Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the full amount of the chargeback. Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item hereunder. RESERVE ACCOUNT; HOLDBACK RIGHTS. At any time, Global Direct and Member may, at their option, establish a reserve account to secure the performance of Merchant's obligations under this Card Services Agreement to such party ("Reserve Account"). The Reserve Account may be funded, at Global Direct's sole discretion, through any or all of the following: (a) direct payment by Merchant—at the request of Global Direct or Member, Merchant will deposit funds in the Reserve Account; or (b) the proceeds of indebtedness presented for purchase. Merchant hereby grants Member a security interest in all accounts referenced in section 5 or any other accounts, including certificates of deposits, maintained by Merchant with any designated depository or other financial institution and authorizes Global Direct (to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant hereby instruct said financial institutions to honor any requests made by Global Direct and Member under the terms of this provision. To the extent not prohibited under applicable law, Merchant will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Global Direct and Member. Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Card Services Agreement. Any funds in the Reserve Account may be held until the later of (a) the expiration of any potentially applicable chargeback rights in respect of purchased indebtedness under the Card Association Rules or (b) the period necessary to secure the performance of Merchant's obligations under this Card Services Agreement, which holding period may extend beyond termination of this Card Services Agreement. Merchant shall have no ownership interest or property rights in the Reserve Account or the funds therein, will not receive any interest on funds being held in a Reserve Account, and has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use these funds for its own purposes. Without limiting the generality of the foregoing, upon termination of this Card Services Agreement, Global Direct and Member may maintain the sum of at least five percent of gross sales for the 90-day period prior to termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Global Direct may, at its discretion upon termination of this Card Services Agreement, require that the Merchant maintain more than five percent of gross sales for the 90-day period prior to termination in a Reserve Account. In addition to any of the other rights granted to Global Direct and Member hereunder, in the event that Global Direct and/or Member, at any time during the term of this Card Services Agreement, determine in its or their commercially reasonable discretion that it may be prudent or necessary to do so as a result of any unusual, suspicious, or risk-exposing activity (including, without limitation, money laundering, invalid sales transactions, counterfeit transactions, altered or duplicate transactions, activity related to a suspected data compromise event or other breach of security standards, or excessive chargebacks), then

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Member or Global Direct on behalf of Member may, without notice, hold funds otherwise payable to Merchant for such period as Global Direct and/or Member, in its or their commercially reasonable discretion, deem necessary, to provide security against liability for such activity, plus other costs or liabilities reasonably anticipated to be due to Global Direct and/or Member related to the same. To the extent (i) the investigation conducted by Global Direct and/or Member with respect to the unusual, suspicious, or risk-exposing activity determines that such activity is reasonably likely to result in amounts being due from you to Global Direct and/or Member, and (ii) Global Direct and/or Member require the establishment, replenishment, or increase of a Reserve Account in connection therewith, then the funds held may be used to fund such Reserve Account. DEFAULT/SECURITY INTEREST. Upon failure by Merchant to meet any of its obligations under this Card Services Agreement (including funding the Reserve Account), any of the accounts referred to in section 5 may be debited without notice to Merchant, and Merchant (on behalf of itself and its affiliated entities) hereby grants to Member, Global Direct a lien and security interest in all of Merchant’s right, title and interest in or to any of the following assets or properties, if any: (a) all of the accounts referenced in the preceding sentence, (b) the Reserve Account (without in any way suggesting that Merchant has ownership interest or property rights in the Reserve Account or the funds therein), (c) any rights to receive credits or payments under this Card Services Agreement and (d) all deposits and other property of Merchant that Member or its affiliates possess or maintain (including all proceeds of the foregoing). Merchant shall execute, acknowledge or deliver any documents or take any actions Member, Global Direct may from time to time request to better assure, preserve, protect, perfect, maintain or enforce this security interest. To the extent not prohibited by law, Merchant irrevocably authorizes Member, Global Direct to file any financing statements (at Merchant’s expense) in any relevant jurisdiction or any other documents or instruments related to this security interest. Except as provided in section 15 (relating to the Reserve Account), Merchant represents and warrants that (a) Merchant has good and valid rights and title to the property described herein, (b) Merchant has full power and authority to grant to Member the security interest pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Card Services Agreement, without the consent or approval of any other person or entity, (c) no other person or entity has a security interest or lien in any of the property described herein and (d) this security interest is a first lien security interest and secures Merchant’s obligations to Member under this Card Services Agreement. Member shall have all rights of a secured party and Merchant must obtain the prior written consent of Member before granting any subsequent security interest or lien in the property described herein. Merchant agrees that it is Merchant’s intent that these accounts and secured property shall to the extent allowed by applicable law not be subject to any preference, claim, or stay by reason of any bankruptcy or insolvency law. Merchant agrees to act consistently with the understanding that said accounts and secured property under this Card Services Agreement are free of all such preferences, claims or stays by reason of and as allowed by any such law. The scope of the security interest, and Merchant's (on behalf of itself and its affiliated entities) instructions to its financial institutions to accept withdrawal requests from Global Direct, Member, and Merchant's agreement to hold such institutions harmless and to indemnify them, to the extent not prohibited under applicable law, are described above in section 15. Merchant also agrees that, in the event of a default by Merchant, Member has rights of setoff and recoupment and may apply any of Merchant's balances or any other monies due Merchant from Member towards the payment of amounts due from Merchant under the terms

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of this Card Services Agreement. The rights stated herein are in addition to any other rights Global Direct or Member may have under applicable law. DISPUTE RESOLUTION AND CLASS ACTION WAIVER Any litigated action regarding, relating to or involving the validity, scope and/or enforceability of this Card Services Agreement, shall be brought in either the courts of the state of Georgia sitting in Muscogee County or the United States District Court for the Middle District of Georgia, and Merchant and Global Direct expressly agree to the exclusive jurisdiction of such courts. Merchant and Global Direct hereby agree and consent to the personal jurisdiction and venue of such courts, and expressly waive any objection that Merchant or Global Direct might otherwise have to personal jurisdiction or venue in such courts. Class Action Waiver: Merchant acknowledges and agrees that all disputes arising out of or related to this Card Services Agreement shall be resolved on an individual basis without resort to any form of class action and shall not be consolidated with the claims of any other parties. Merchant further agrees to waive, and hereby waives, the right to participate in a class action or to litigate or arbitrate on a class wide basis. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the “American Express Guide”). AMENDMENTS. Global Direct shall have the right to modify or amend the terms and conditions of this Card Services Agreement or the Card Acceptance Guide, including, without limitation, the right to modify, amend, or supplement applicable fees, charges, and/or discounts. Modifications and amendments related to changes to the Card Association Rules, changes to the fees charged by the card associations, Member, or other third parties, or in response to changes in applicable laws or regulations (collectively, a “Third Party Change”) may be made effective immediately, with or without notice. Modifications or amendments unrelated to a Third Party Change shall be effective upon the date specified in a notice to the Merchant (the “Change Notice”), provided that the date shall not be fewer than five business days after the date of such Change Notice. Following the Effective Date, in the event of any modification or amendment not related to a Third Party Change, Merchant shall have the right to terminate this Card Services Agreement, without liability for premature termination pursuant to section 13, by providing written notice thereof to Global Direct, provided that such notice must be given within five business days following the date of the Change Notice. If Merchant provides written objection to such changes or amendments, Merchant shall have 15 calendar days from receipt of such changes or amendments to provide written notice to Global Direct of its desire to terminate this Card Services Agreement. Following receipt of such written notice, the amendments communicated by Global Direct or Member shall not take effect, and the Card Services Agreement shall continue under the prior terms for a period of up to 30 days. At the end of such 30-day period, this Card Services Agreement shall terminate and Merchant's ability to utilize the Services will cease. Other than the amendments set forth above, this Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant. WAIVER. No provision of this Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

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EXCHANGE OF INFORMATION. Merchant authorizes Global Direct to order a credit report on Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Card Services Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address of the consumer credit reporting agency furnishing such report, if any. Global Direct may exchange information about Merchant with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose information concerning Merchant's activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant. SEVERABILITY; CONSTRUCTION. If any provision of this Card Services Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Card Services Agreement. NOTICES. All notices from Merchant to Global Direct or Member under this Card Services Agreement shall be in writing and shall be sent by facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global Payments Direct, Inc., 3550 Lenox Road NE, Suite 3000, Atlanta GA 30326. Any notices from Global Direct or Member to Merchant under this Card Services Agreement shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other e-mail or physical address to which notices, statements and/or other communications are sent to the Merchant hereunder or via electronic posting or notification accessible to Merchant on Global Direct’s Merchant Portal (https://reporting.globalpay.com/login) or any successor online reporting tool. The parties hereto may change the name and address of the person to whom notices or other documents required under this Card Services Agreement must be sent at any time by giving notice to the other party. MERGER. This Card Services Agreement, including these Card Services Terms & Conditions and the Merchant Application, constitutes the entire agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing. EFFECTIVE DATE. If Merchant is receiving these Terms and Conditions as an amendment to an existing Card Services Agreement, the Terms and Conditions shall be effective upon receipt. Otherwise, this Card Services Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur. In either event, such date is referred to herein as the “Effective Date.” DESIGNATION OF DEPOSITORY. The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution ("Depository") for its credit card indebtedness. Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Merchant's Accounts. Depository, Member, and/or Global Direct may charge any of Merchant's Accounts at Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the Account(s) or to the Depository. Merchant represents and warrants that: (a) the Account(s) will always be in the same legal and DBA (if applicable) name as Merchant’s name on the Merchant Application; (b) Merchant will own and maintain control of the Account(s) and will keep such Account(s) open at all times during the term and as long as any Reserve Account is in effect; and, (c) the Account(s) will not be associated with any

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merchant processing activity that is illegal or prohibited by the Card Association Rules or Applicable Law, including without limitation merchant processing activity associated with other accounts and/or processors. Merchant hereby authorizes Depository to release any and all account information to Global Direct as Global Direct may request without any further authorization, approval or notice from or to Merchant. FINANCIAL ACCOMMODATION. The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder. AUTHORIZED USERS. To the extent Merchant is granted electronic access to any systems or portals of Global Direct, Merchant shall be responsible for (i) ensuring that only authorized users of such systems or portals access the same; (ii) keeping all logins, user names, and passwords confidential; and (iii) promptly notifying Global Direct of any unauthorized access of such logins, user names, or passwords; and (iv) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions were not authorized by Merchant. TAXES. Merchant shall be solely responsible for the calculation, collection, and remittance of any sales tax imposed by any government authority in connection with the provision of Merchant’s goods or services. Unless Merchant is otherwise exempt (and can prove such exemption to Global Direct and/or Member’s satisfaction), Merchant agrees to pay all taxes imposed on the services, equipment, or other property provided to Merchant pursuant to this Agreement. REPORTING. Merchant acknowledges that, under the Card Association Rules, certain merchant activity and terminations of merchant processing agreements may result in Global Direct or Member reporting merchants and their principals for inclusion on a terminated merchant file (e.g., the “MATCH” list). Merchant, on behalf of itself and its principals, hereby consents to such reporting and waives any claim related to the same, even in instances where Merchant or its principals believe that reporting to have been improper or in error. RELATIONSHIP OF THE PARTIES. Merchant designates Global Direct and Member as its agent to receive payments for transactions processed pursuant to this Card Services Agreement. Neither Global Direct nor Member, however, shall be considered a partner or fiduciary to Merchant, and nothing in this Card Services Agreement or the rendition of services related to this Card Services Agreement shall be deemed to create a joint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationship among the parties to this Card Services Agreement is an arm’s length commercial relationship. DEBIT / ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS. Debit Sponsor shall act as Merchant's sponsor with respect to the participation of point-of-sale terminals owned, controlled, and/or operated by Merchant (the "Covered Terminals") in each of the following debit card networks ("Debit Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Debit Networks may be changed from time-to-time by Debit Sponsor or Global Direct without notice. Merchant may also have access to other debit networks that do not require a sponsor. Global Direct will provide Merchant with the ability to access the Debit Networks at the Covered Terminals for the purpose of authorizing debit card transactions from cards issued by the members of the respective Debit Networks. Global Direct will provide connection to such Debit Networks, terminal applications, settlement, and reporting activities.

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Merchant will comply with all Applicable Laws and with all by-laws, regulations, rules, and operating guidelines of the Debit Networks ("Network Rules"). Merchant will execute and deliver any application, participation, or membership agreement or other document necessary to enable Debit Sponsor to act as sponsor for Merchant in each Debit Network. Merchant agrees to utilize the debit card Services in accordance with the Card Services Agreement, its exhibits or attachments, and Global Direct's instructions and specifications (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global Direct to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be made available to Merchant upon request. Merchant shall not in any way indicate that Debit Sponsor endorses Merchant's activities, products, or services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this section shall be construed to create or constitute a partnership, joint venture, employer-employee, or agency relationship between Debit Sponsor and Merchant. In the event that Debit Sponsor's sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services Agreement, Global Direct may assign Debit Sponsor's rights and obligations hereunder to a third party. All provisions in this section necessary to enforce the rights and obligations of the parties contained in this section shall survive the termination of Debit Sponsor's debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent, subsidiary, affiliate, or successor-in-interest. MERCHANT ACCEPTANCE OF EBT TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS. If Merchant accepts EBT transactions (as defined in section 2, Services Descriptions), Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from time-to-time (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules (the "Quest Rules"), as amended from time-to-time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS-authorized "Merchant" (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct's agreements with government EBT agencies are terminated for any reason or if any party threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Card Services Terms & Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Card Services Terms

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& Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon 90 days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to "State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly. DECLINE MINIMIZER SERVICES. In the event that Merchant elects to use Global Direct's Decline Minimizer Service (as defined herein below), the following terms apply. Merchant represents and warrants that its business is of such a nature that it periodically needs to receive updated cardholder account information and that Merchant does not belong to any high-risk categories as determined by any Card Schemes. In consideration of Merchant’s payment of any fees and charges set forth herein, Global Direct agrees to provide to Merchant certain Card decline minimizer services facilitated by applicable card associations, which services are designed to assist merchants in recurring payment industries with maintenance of current cardholder account data (such services, the “Decline Minimizer Services”). The Decline Minimizer Services are subject to availability as determined by the card associations. Merchant acknowledges that a card association may terminate or suspend Global Direct’s ability or right to provide the Decline Minimizer Services, and Global Direct may terminate its obligations with respect to the Decline Minimizer Service at any time upon notice to Merchant. The Decline Minimizer Services may be subject to additional terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this Agreement. CALLPOP OPENEDGE SERVICES. Global Direct offers hardware and services, which may include but are not limited to, phone/fax to VOIP smart box converter, phone analytics, two-way calling, call notes and call history, quick text for incoming and missed calls, reviews via text, text to pay, smart caller ID, reporting portal(s), and mobile application(s) among other things (collectively, the “CallPop OpenEdge Services”) for Merchant’s sole use with its internal business operations. In the event that Merchant elects to use Global Direct’s CallPop OpenEdge Services (as defined above), the following terms apply. In consideration of Merchant’s payment of the fees and charges set forth in the Merchant Application with respect to Global Direct’s CallPop OpenEdge Services, and subject to the terms and conditions herein, Global Direct agrees to provide Merchant certain CallPop Services and hereby grants Merchant a limited, non-exclusive, non-sublicensable, non-transferable license in the United States of America to access and use the CallPop Open Edge Services (as defined above) solely for Merchant’s internal business operations. Merchant shall not and shall not permit or authorize any other party to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the CallPop OpenEdge Services; or (b) copy, modify, enhance, or otherwise create derivative works of the CallPop OpenEdge Services. Either party may terminate or suspend the CallPop OpenEdge Services without terminating the rest of the Agreement pursuant to the termination and/or suspension rights specified in the Agreement. Notwithstanding the foregoing, Global Direct may terminate its obligations with respect to the CallPop OpenEdge Services at any time upon notice to Merchant. The CallPop OpenEdge Services may be subject to additional terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this Agreement. Notwithstanding anything to the contrary herein, excepts as expressly provided herein, Global Direct makes no representation or warranty, express or implied with respect to the CallPop OpenEdge Services, including without limitation, any hardware provided

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in connection therewith. Global Direct specifically disclaims all warranties as to the merchantability, condition, design, or compliance with specifications or standards, and expressly disclaims all implied warranties, including without limitation implied warranties of merchantability, fitness for a particular use, or noninfringement of third party rights, with respect to the CallPop OpenEdge Services. Global Direct does not warrant that the CallPop OpenEdge Services will operate without interruption or on an error-free basis. Global Direct shall have not liability to Merchant for incidental, special, consequential, indirect or exemplary damages, including without limitation lost profits, revenues and business opportunities, or damages for injury to person or property, arising out of or in connection with the use by Merchant of the CallPop OpenEdge Services. DISCOVER PROGRAM MARKS. Merchant is hereby granted a limited non-exclusive, non-transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards ("Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks. PAYPAL MARKS. PayPal Marks means the brands, emblems, trademarks, and/or logos that identify PayPal Acceptance. Merchant shall not use the PayPal Marks other than to display decals, signage, advertising, and other forms depicting the PayPal Marks that are provided to Merchant by Global Direct pursuant to the Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may use the PayPal Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the PayPal Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the PayPal Marks. Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal. AMERICAN EXPRESS CARD ACCEPTANCE. If Merchant accepts American Express transactions, Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Guide is hereby incorporated by reference into this Card Services Agreement. In addition, Merchant agrees to comply with the terms of all other security and operational guides published by American Express from time to time, including the American Express Data Security Requirements. Merchant hereby authorizes Global Direct to submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must accept the American Express card as payment for goods and services (other than those goods and services prohibited under the American Express Guide sold, or (if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of

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Merchant’s establishments under the Card Services Agreement. For the avoidance of doubt, "cardholder" as used in this Card Services Agreement shall include Card Members as defined in the American Express Guide. Merchant hereby acknowledges and agrees that (i) Global Direct may disclose American Express Transaction Data (which for purposes of this section 37 shall have the same definition as “Transaction Data” in the American Express Guide), Merchant Data (as defined below), and other information about Merchant to American Express, (ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and (iii) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with American Express Card marketing and administrative purposes. If Merchant has provided a wireless phone number in connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls. If Merchant has provided a fax number, Merchant hereby agrees that it may be sent fax communications. To opt out of American Express-related marketing communications, Merchant may contact Global Direct customer service as described in this Card Services Agreement. For purposes of this section 37, "Merchant Data" means names, postal and email addresses, tax ID numbers, names and social security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification, Merchant Data does not include American Express Transaction Data. Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant (as defined below), Merchant will be converted from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion, (i) Merchant will be bound by American Express' then-current card acceptance agreement, and (ii) American Express will set pricing and other fees payable by Merchant for American Express Card acceptance. "High Charge Volume Merchant" for purposes of this section 37 means an American Express Program Merchant with either (i) greater than $1,000,000 in American Express charge volume in a rolling twelve (12) month period or (ii) greater than $100,000 in American Express charge volume in any three (3) consecutive months. For clarification, if Merchant has multiple establishments, the American Express charge volume from all establishments shall be summed to together when determining whether Merchant has exceeded the thresholds above. Merchant shall not assign to any third party any American Express-related payments due to it under this Card Services Agreement, and all indebtedness arising from American Express Charges (as defined below) will be for bona fide sales of goods and services (or both) at its establishments (as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to Global Direct, its affiliated entities and/or any other cash advance funding source that partners with Global Direct or its affiliated entities, without consent of American Express. In connection with Merchants acceptance of American Express, Merchant agrees to comply with and be bound by, the rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data Security Standard). Merchant hereby agrees to report all actual or suspected Data Incidents (as such term is defined in the American Express Data Security Requirements) immediately to Global Direct and American Express immediately upon discovery thereof.

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Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Card Services Agreement against Merchant to the extent applicable to American Express processing. Merchant's termination of American Express card acceptance shall have no direct or indirect effect on Merchant's rights to accept other card brands. To terminate American Express acceptance, Merchant may contact Global Direct customer service as described in this Card Services Agreement. Without limiting any other rights provided herein, Global Direct shall have the right to immediately terminate Merchant's acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any American Express Card Member for any purchase or payment on the American Express card unless a chargeback has been exercised, Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant shall use the American Express brand and marks in accordance with the requirements set forth in the American Express Guide. ELECTRONIC SIGNATURES. Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Card Services Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Card Services Agreement and related documents, (2) you consent and intend to be bound by the Card Services Agreement and related documents, and (3) the Card Services Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Card Services Agreement and all related electronic documents shall be governed by the provisions of E-Sign. By pressing Submit, you agree (i) that the Card Services Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Card Services Agreement and related documents, (iii) that you have the ability to print or otherwise store the Card Services Agreement and related documents, and (iv) to authorize us to conduct an investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be released. SURCHARGES/OTHER FEES. Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. Merchant may also be charged certain fees and assessments established by the card associations and debit networks which are described in more detail at https://www.globalpaymentsinc.com/ratetable. T&E merchants (airline, car rental, cruise line, fast food, lodging, restaurant, travel agent, transportation) may have separate rates quoted for consumer and commercial (business) transactions. Transactions that do not clear as priced are subject to surcharges (as outlined in Merchant Application) that are billed back to you on your monthly statement. The most predominant market sectors and transactions types for surcharges appear below, however, such sectors and transaction types are not comprehensive and are subject to change. Most surcharges can be avoided by using a product that supports authorization and market data requirements established by the card associations and that are subject to change from time to time. Some surcharges occur on specific types of cards (including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card,

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Discover Premium Plus Card, and "foreign" cards issued outside the United States). Unless your Card Services Fee Schedule specifically addresses commercial cards (i.e., Business Cards, Corporate Cards, Fleet Cards, GSA Cards, Purchase Cards), you will be billed back for the higher cost of acceptance of commercial cards, unless you are primarily a business-to-business supplier with corresponding pricing based on acceptance of commercial cards. The card associations require that information from the original authorization, including a lifecycle identifier, be retained and returned with subsequent authorizations and/or the settled transaction data. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not clear as priced and will incur a surcharge. For more information concerning surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsinc.com) for best practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not clear as priced and will incur a surcharge. For more information concerning surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsinc.com) for best practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review. The items listed in this section 39 are not and are not intended to be a comprehensive list of all instances in which surcharges may apply. Surcharges may apply in additional situations. All surcharges may include additional fees assessed by the applicable card association and Member or Global Direct. In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the Merchant Application, including the following: Merchant will also be assessed (a) Cross-Border fees and a U.S. Acquirer Support fee for international Mastercard and Maestro transactions. (b) an International Service Assessment fee and International Acquirer fee for international Visa transactions, and (c) an International Processing fee and International Service fee for international Discover transactions. These fees, which are applicable to transactions between Merchant and a non-U.S. Mastercard, Maestro, Visa, American Express, or Discover cardholder will be displayed as a separate item on Merchant's monthly statement and may include fees assessed by both the applicable card association and Member or Global Direct. Merchant will also be assessed per transaction access or participation fees and assessment rates for Visa, Mastercard, American Express, Discover and PayPal transactions, which will be displayed as a separate item on Merchant's monthly statement and may include fees by both the applicable card association and Member or Global Direct. Merchant will also be assessed a Discover Network Authorization Fee. Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item on Merchant's monthly statement. This fee is assessed by Member and Global Direct in connection with Member and Global Direct's efforts to comply with the PCI Data Security Standard and does not ensure Merchant's compliance with the PCI Data Security Standard or any law, rule or regulation related to cardholder data security. The payment of such fee shall not relieve Merchant of its responsibility to comply with all rules and regulations related to cardholder data security, including without limitation the PCI Data Security Standard. Merchant may also be assessed a PCI DSS Non-Compliance fee until they validate compliance or confirm they are using a PA DSS Validated payment application.

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Merchant will also be assessed the following fees on or related to Visa transactions: the Visa Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch, the Visa Zero Floor Limit Fee, which will be assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee, which will be assessed on transactions where Merchant requested an address verification response without an authorization, the Visa Transaction Integrity fee, which will be assessed on Visa signature debit and prepaid transactions that fail to meet processing and transaction standards defined by Visa, and a monthly fee based on the number of card present Merchant locations by Merchant taxpayer identification number and/or all Visa volume processed by a Merchant's taxpayer identification number. Merchant will also be assessed a Mastercard CVC2 Transaction fee and the Mastercard Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch or not properly reversed within 120 days, and an acceptance and licensing fee that will be applied to the Merchant's total U.S. Mastercard sales volume. These fees will be displayed as separate items on Merchant's monthly statement, provided that the acceptance and licensing fee may be included with Merchant's Mastercard assessment fees, and may include fees assessed by both the applicable card association and Member or Global Direct.

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SURCHARGES FOR PREDOMINANT MARKET SECTORS Retail/Restaurant Electronic Merchant If you are a Retail Merchant or a Restaurant Merchant with retail-only pricing (no Business Card Rate) and utilize a certified terminal product or electronic system or the payment application provided by Global Direct or its partner, which is designed for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and all Commercial Cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. Obtain a single electronic authorization and settle for authorized amounts. Obtain a cardholder signature (unless transaction is eligible for No Signature Required [NSR] program). Settle and transmit batches same day via your terminal/electronic system. The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or, Bar/Tavern (MCC 5513), Beauty/Barber Shop (MCC 7230), or Taxi/Limousines (MCC 4121). The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines (MCC 4121) and Beauty/Barber Shop (MCC 7230) merchant transactions may vary up to 20%. Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or Bar/Tavern (MCC 5513) transactions may vary by more than 20% from the electronic authorization without incurring surcharges. Restaurant Electronic Merchant If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. Obtain a cardholder signature (unless transaction is eligible for NSR program). Settle and transmit batches same day via your terminal/electronic system. Supermarket Electronic Merchant If you are an approved (certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Supermarket Credit Card and Supermarket Check Card. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale. Obtain a single electronic authorization and settle for authorized amounts.

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Obtain a cardholder signature (unless transaction is eligible for NSR program). Settle and transmit batches same day via your terminal/electronic system. The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions. Emerging Market Electronic Merchant If you qualify as an Emerging Market Merchant (as defined by Association guidelines from time to time) and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all the following requirements will be priced at the rates quoted. Any other transaction, including commercial card transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and non-magnetic stripe read foreign transactions will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application In addition, each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/electronic system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a single electronic authorization. Settle and transmit batches same day via your terminal/electronic system. Provide market data as required. See Note. NOTE: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with "Direct Marketer" market data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code. MOTO Electronic Merchant If you are a MOTO Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate quoted. Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settle amount). Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address verification request on street number and/or 9-digit postal code. CID verification for Discover merchants on non-recurring transactions. Purchase date (settled date) is ship date. Send order number with each transaction. Settle and transmit batches same day via your terminal/electronic system. Send level 3 data (line item detail, sales tax, customer code) with every eligible commercial card transaction. NOTE: Card Not Present transactions involving one-time, recurring, or installment bill payment transactions are subject to additional card association requirements which must be complied with to avoid surcharges. Electronic commerce transaction requirements are also subject to additional card association requirements which must be complied with to avoid surcharges. Please refer to Card Acceptance Guide for additional requirements.

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NOTE: Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted via the TouchTone Capture system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Public Sector Electronic Merchant If you are an approved (certified) public sector merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Public Sector. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale. Obtain a single electronic authorization and settle for authorized amounts. Obtain a cardholder signature (unless transaction is eligible for NSR program). Settle and transmit batches same day via your terminal/electronic system. The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions. Purchase Card Electronic Merchant If you are a Purchase Card Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets the following requirements will be priced at the rate quoted. Each Visa transaction not processed as outlined but transmitted same day or next day via your terminal/electronic system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Each Visa business and commercial card transaction will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Any other transaction that does not meet the following requirements, including without limitation foreign transactions, tax-exempt Visa Commercial transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settled amount). Address Verification Request in authorization on cardholder billing address. Purchase date (settled date) is ship date. Send order number (customer code) with each transaction. Send tax amount with every transaction. Send Level 3 data (line item detail) with every eligible commercial card transaction. Sales tax exempt transactions will not be considered to meet these requirements unless they include Level 3 data (line item detail). Settle and transmit batches same day via your terminal/electronic system. Lodging/Auto Rental Electronic Merchant If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation non-magnetic stripe read foreign transactions, and transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card

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rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Obtain a magnetic swipe read (card swipe/electronic imprint) at the time of check-in. Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount. Authorizations must meet card association requirements. Obtain a cardholder signature for final transaction amount. Purchase Date is hotel check-out date/auto return date. Length of guest stay/rental in initial authorization. Hotel Folio/Rental Agreement Number and check-in date/check-out date transmitted with each transaction. Additional market data may be required for commercial card transactions to avoid surcharges. Lodging merchants who (1) accept credit cards for advance payment; (2) guarantee reservations using a credit card; or (3) provide express check-out services to guests, must comply with additional card association requirements for these services in addition to additional authorization and settlement market data requirements. Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association requirements for these services in addition to additional authorization and settlement market data requirements to avoid surcharges. These transactions may also be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Please see Card Acceptance Guide for requirements and best practices for these transactions. Paper Deposit Merchant Non-terminal/electronic paper deposit transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application. Debit Card Merchant Each debit card transaction will be assessed the network's acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee Schedule of the Merchant Application. Card Present / Mag Stripe Failure: A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to protect against counterfeit cards and merchant must obtain a manual imprint. Most products, including the payment application, if any, will prompt for cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key-entered transactions. Key-entered retail transactions are subject to higher interchange and surcharges. The foregoing information regarding surcharging is not comprehensive and is subject to change by the card association. Additional or different rates or fees may apply based on the details of a subject transaction. All questions regarding Card Services should be referred to Global Payments Direct Inc. – 3550 Lenox Road NE, Suite 3000, Atlanta, GA. 30326, or call: 1-800-367-2638. Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days of the date of the statement and/or notice. Contact information for Member is listed in the Merchant Application. Global Payments Direct Inc. is a registered ISO of Wells Fargo Bank, N.A. Debit sponsorship is provided by PB&T Bank, 301 West 5th Street, Pueblo, Colorado 81003 – 1(888)728-3550

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Additional Owner/Officer Information Page for Merchant Processing Agreement (If Needed) Note: Complete Owner / Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s) with authority or control. Spaces 1 - 4 must be completed directly on the Merchant Processing Agreement; all additional owner/officer information may be provided on the Additional Owner/Officer Page as needed. Acceptance of Merchant Application and Terms & Conditions / Merchant Authorization. Your Card Services Agreement is between Global Payments Direct, Inc. ("Global Direct"), the Merchant named above, and the Member named below ("Member"). Member is a member of Visa, USA, Inc. ("Visa") and MasterCard International, Inc. ("MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC. ("Discover") and a registered Program Participant of American Express Travel Related Services Company, Inc. (“American Express”). A copy of the Card Services Terms and Conditions, revision number Government Entities 04-22-GPI- WF, has been provided to you. Please sign below to signify that you have received a copy of the Card Services Terms & Conditions and that you agree to all terms and conditions contained therein. If this Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms & Conditions as may be modified or amended in the future. If you disagree with any Card Services Terms & Conditions, do not accept service. IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE CARD SERVICES TERMS & CONDITIONS. By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize Global Direct, and Global Direct on Member's behalf, to initiate debit entries to Merchant's checking account(s) in accordance with the Card Services Terms and Conditions. In addition, by your signature below on behalf of Merchant you authorize Global Direct and/or Open Edge Payments, LLC. to order a consumer credit report on you, Merchant and each of Merchant’s officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account. Additional Owners -Complete Owner/Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s) with authority or control. An owner or person with control listed, must be the one to accept the agreement at the end of this application. Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own

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SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: U.S. Non-U.S Date of Birth (mm/dd/yyyy): Social Security Number: Home Phone Number: Home Address: City: State: Zip: Years There: Rent Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: Rent Own SIGNATURE: X Equity Owned: % Title: Date:

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Police Department
www.santa-ana.org/pd
Item # 27
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Second Amendment to the Agreement with Aramark Correctional Services, LLC AGENDA TITLE:

Approve Second Amendment to the Agreement with Aramark Correctional Services, LLC (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute the second amendment to the agreement with Aramark Correctional Services, LLC to provide inmate food service and commissary management in an additional amount of $896,152, including a 12.40-percent Consumer Price Index increase adjustment, for a total aggregate amount not to exceed $4,478,718 for the agreement term ending on June 30, 2023, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On October 20, 2020, the City Council approved a three-year agreement with Aramark Correctional Services, LLC (“Aramark”) after a competitive Request for Proposal process to provide inmate food service and commissary management at the Santa Ana Jail.

Aramark Correctional Services, LLC has been the provider of inmate food services since 1997 and continues to perform these services professionally and competently. All meals are prepared based on the State of California Title 15 nutritional requirements and all Orange County Health Department health and safety requirements. Through this agreement, Aramark also provides catering services for various City functions and operates the inmate commissary program and Code-7 cafeteria located inside the Police Department.

The agreement provides annual adjustments to the per-meal price based on the Consumer Price Index (CPI) effective July 1 of each contract year. On December 7, 2021, Council approved the first amendment to this agreement to include a 3.88-percent CPI increase. Due to the unprecedented and unforeseeable current economic circumstances, food industries have experienced substantial increases in supply costs. These conditions have driven the prices of food products well above the CPI cap of the current agreement.

Staff calculated the relevant food product weighted CPI at 13.16 percent, and worked with

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Second Amendment to the Agreement with Aramark Correctional Services, LLC December 20, 2022

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the vendor to arrive at a reasonable and equitable final increase of 12.40 percent.

Therefore, staff recommends approving a per-meal price increase of 12.40 percent, from $2.59 to $2.92, for average daily populations above 400. This pricing will apply to meals billed after July 1, 2022 through the remainder of the third year of the agreement. This

12.40-percent per-meal increase will add $173,558 to the third year of the agreement.

The agreement established a not-to-exceed amount based on a projected average daily population of 400 persons. However, the Santa Ana Jail has regularly exceeded this number and served significantly more meals than was initially anticipated. Therefore, factoring funds currently remaining within the agreement's terms and a revised projection for average daily population through the remainder of Fiscal Year 2022-23, the Police Department projects that an additional $682,594 and a $40,000 contingency is needed to ensure the availability of funds to purchase inmate meals through June 30, 2023.

As a result, the total three-year agreement not-to-exceed amount will increase from $3,582,566 to $4,478,718. The agreement may be terminated without cause by either party upon 120 days’ written notice. Aramark has been accommodating, professional and consistent in its provision of services, and staff recommends approval of the agreement amendment.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for this amendment are available as follows:

Fiscal
Year
Accounting Unit
– Account No.

Fund
Description
Accounting Unit –
Account No. Description
Amount
FY 22-23 01114475-62300 General
Fund
Jail Operations, Contract
Services
$866,552
FY 22-23 02314475-62300
Inmate
Welfare
Fund
Inmate Welfare Fund,
Contract Services $ 29,600
Total $896,152
The amounts above are estimated projections and are subject to change.

EXHIBIT(S)

1. Second Amendment to Agreement

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Second Amendment to the Agreement with Aramark Correctional Services, LLC December 20, 2022

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Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager

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SECOND AMENDMENT TO AGREEMENT WITH ARAMARK

FOR INMATE COMMISSARY AND FOOD SERVICES
THIS SECOND AMENDMENT to the above-referenced agreement is entered into on this 20th day of December 2022, by and between ARAMARK Correctional Services, LLC, a Delaware Limited Liability Company (“ARAMARK”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into an Agreement No. A-2020-204 dated October 20, 2020 (“Agreement”), by which ARAMARK agreed to provide inmate commissary and food services at the Santa Ana Detention Facility. The Agreement runs through June 30, 2023 and is current and in effect.

B. On December 7, 2021, the parties amended the Agreement to include additional funding to address an increase in the Consumer Price Index (CPI) and increase the overall contract not- to- exceed amount.

C. The parties now seek to further amend the Agreement to include additional funding pursuant to CPI increases to allow continuation of food services at the Santa Ana Detention Jail pursuant to Consumer Price Index (CPI) increases negotiated upon by the Parties, and to account for an average daily population in excess of the original projections of the agreement.

The Parties therefore agree:

1. Section 2, Compensation – A. Food Service – subsection i, is amended to increase the overall compensation by $896,151.31, comprised of $173,557.81 for the negotiated 2022 CPI increase, $682,593.50 in inmate meal costs and $ 40,000 in contingency . The total not to exceed amount of the Agreement is $4,478,717.31. Compensation shall cover services provided by Aramark since July 1, 2022.

2. Pursuant to Section 2, Compensation – A. Food Service – subsection iii, the parties agree to the following rate increases for the City:

City of Santa Ana, California
Effective July 1, 2022 until June 30, 2023
Average Daily Population Price
1 99 $6.9473
100 199 $5.7797
200 299 $4.6121

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300 399 $3.0802
400 Above $2.9202

3. Except as modified by this Second Amendment, all other terms and conditions of the Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above.

ATTEST CITY OF SANTA ANA

KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM ARAMARK
SONIA R. CARVALHO
City Attorney
By:

TAMARA BOGOSIAN
Senior Assistant City Attorney

RECOMMENDED FOR APPROVAL

DAVID VALENTIN
Chief of Police

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Parks, Recreation, and Community Services
www.santa-ana.org/parks
Item # 28
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Amendment to Agreement with Stage Plus, Inc. for Stage Rental Services AGENDA TITLE:

Amendment to Agreement with Stage Plus, Inc. for Stage Rental Services to Increase the Annual Not to Exceed Amount by $92,000 per Year through March 31, 2025, for a Total Annual Agreement Amount of $250,000 and $750,000 (Various Funds) for the Term of the Agreement

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement amendment with Stage Plus, Inc. for stage rental services at City events to increase the annual amount by $92,000 per year for an annual amount not to exceed $250,000 through March 31, 2025 and new total agreement amount of $750,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On April 5, 2022, the City of Santa Ana awarded an agreement to Stage Plus, Inc. for event staging services at City events. The award was made through a request for proposal process where Stage Plus, Inc was selected. The number of City events originally planned when the request for proposal was issued has since increased and the City is looking to increase the annual amount by $92,000 for a total annual amount of $250,000 and new total agreement amount of $750,000 for the period through March 31, 2025 to accommodate the additional events that the Parks, Recreation and Community Services Agency will undertake.

As part of the amendment, the Public Works Agency expects to engage Stage Plus for the City’s Public Works Agency community events in recognition of National Public Works Week and other future Public Works community events requiring complete sound system and stage set-up. Of the $92,000 amendment, $20,000 will be allocated to the Public Works Agency.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

City Council
28 –
1 12/20/2022

Agreement with Stage Plus, Inc. for Stage Rental Service December 20, 2022

3 1
2 9

FISCAL IMPACT
Funds are budgeted and available in the following accounts for the specified year:

Fiscal
Year
Accounting Unit-
Account #
Fund
Description
Accounting Unit, Account
Description
Amount
FY 22-23 01113230-62300 General
Fund
PRCSA-Recreation and
Community Services-Contractual
Services Professional
$72,000
FY 22-23 10117601-62300 Internal
Service
Fund
Public Works-Admin Services-
Contractual Services
Professional
$20,000
Funds will be budgeted and made available in the following accounts for the specified years:

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit, Account
Description
Amount
FY 23-24 01113230-
62300
General
Fund
PRCSA-Recreation and
Community Services-
Contractual Services
Professional
$72,000
FY 23-24 10117601-
62300
Internal
Service
Fund
Public Works-Admin
Services- Contractual
Services Professional
$20,000
FY 24-25 01113230-
62300
General
Fund
PRCSA-Recreation and
Community Services-
Contractual Services
Professional
$72,000
FY 24-25 10117601-62300 Internal
Service Fund
Public Works-Admin Services-
Contractual Services
Professional
$20,000

EXHIBIT(S)

1. Agreement
Submitted By: Hawk Scott, PRCSA Executive Director
Approved By: Kristine Ridge, City Manager

City Council
28 –
2 12/20/2022

City Council
28 –
3 12/20/2022

City Council
28 –
4 12/20/2022

Planning and Building Agency
www.santa-ana.org/departments/planning-and-building/
Item # 29
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Authorization to file and prosecute receivership petitions and nuisance abatement actions against owners of real properties located in the City of Santa Ana.

AGENDA TITLE:

The Planning and Building Agency/Code Enforcement and City Attorney’s Office are Seeking Authorization to File Receivership Petitions and Prosecute Nuisance Abatement Actions against Owners of Real Properties Located in the City of Santa Ana

RECOMMENDED ACTION
Authorize the filing and prosecution of receivership petitions against owners of the following properties based on nuisance conditions resulting from health and safety violations of the Santa Ana Municipal Code (SAMC):
•2405 S Maple Street, Santa Ana, CA 92707
•1615 N Broadway, Santa Ana, CA 92706
•1001 Freeman Street, Santa Ana, CA 92703
•1502 N Flower Street, Santa Ana, CA 92706
•1516 N Flower Street, Santa Ana, CA 92706
•1522 N Flower Street, Santa Ana, CA 92706
•1114 W Berkeley Street, Santa Ana, CA 92707
•1027 N Logan Street, Santa Ana, CA 92701
•1655-1659 E First Street, Santa Ana, CA 92701

DISCUSSION
The City of Santa Ana ("City") has successfully resolved numerous difficult code enforcement matters through the use of civil litigation. Specifically, the City has brought receivership actions pursuant to the California Health and Safety Code and nuisance abatement actions pursuant to the California Code of Civil Procedure and the California Civil Code.

City Council
29 –
1 12/20/2022

Authorization to File and Prosecute Receivership Actions Against Owners of Real Properties Located in the City of Santa Ana
December 20, 2022

3 1
3 6
Health and Safety Code Receiverships
California Health and Safety Code section 17980.7 allows a city to seek the appointment of a receiver over a substandard property that has been previously cited for violations that go unabated that pose health and safety risks.

Use of the Receivership process is one of the last code enforcement options used to mitigate substandard conditions of a property. Properties evaluated for the receivership process have nuisance conditions that are extensive and of such a nature, that the health and safety of the residents and the public are substantially endangered; and are maintained in violation of the SAMC and state Health and Safety codes. More importantly, the property owner/s have not complied and have ignored the City’s order to abate the substandard and dangerous conditions.

The powers granted to a receiver are broad. The receiver may: (1) take full and complete control of the property; (2) manage the property and pay expenses of the operation of the property; (3) secure a cost estimate and construction plan from a licensed contractor for the repairs necessary to correct the substandard conditions; (4) enter into contracts and employ a licensed contractor as necessary to correct substandard conditions; (5) borrow funds to pay for repairs necessary to correct substandard conditions; and (6) secure debt, with Court approval, with a recorded first lien on the property, first in priority to all other liens.

The use of the receivership option is a dramatic, immediate and comprehensive process that eliminates slum conditions or habitually substandard properties at no expense to the referring agency when it is the prevailing party. This process also communicates to the public that the City is actively protecting resident and tenants from dangerous conditions created by absentee and recalcitrant property owners.

Civil Nuisance Abatement Lawsuit
In order to protect its residents, the City may abate a public nuisance by filing a civil nuisance action for violations of the Santa Ana Municipal Code and/or conditions which are offensive or annoying to the senses, detrimental to property values and community appearance, or injurious to the health, safety or welfare of the general public in such ways as to be a nuisance, (California Code of Civil Procedure sections 731; California Civil Code sections 34 79 and 3480.). Civil Code section 3480 further explains, "A public nuisance is one which affects at the same time an entire community or neighborhood, or any considerable number of persons, although the extent of the annoyance or damage inflicted upon individuals may be unequal." Through the civil nuisance abatement procedure, the City may seek temporary and permanent injunctions to prevent the property from continuing to operate or exist as a public nuisance. If the City prevails, it may seek recovery of attorney's fees and costs.

City Council
29 –
2 12/20/2022

Authorization to File and Prosecute Receivership Actions Against Owners of Real Properties Located in the City of Santa Ana
December 20, 2022

3 1
3 6
The Code Enforcement Division has identified the listed properties as candidates for receivership actions based on the severity of violations or length of non-compliance.

Photos of the listed properties and enforcement history are attached in Exhibit 1.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action

EXHIBIT(S)

1. Photos of listed properties and enforcement history
Submitted By: Minh Thai, Executive Director – Planning and Building Agency Approved By: Kristine Ridge, City Manager

City Council
29 –
3 12/20/2022

PUBLIC NUISANCE ABATEMENT AND

RECEIVERSHIP PROPERTIES

FACT SHEET
Planning and Building Agency/Code Enforcement Division
City Attorney’s Office
Date: December 20, 2022

City Council
29 –
4 12/20/2022

Receivership Recommendation
2405 S. Maple St. (Residential)
Owner: Carl A. Hallgren (Incarcerated) Trustee of the Trust of Carl A. Hallgren Statement of Conditions: Substandard and Hazardous Safety Conditions Violations: Vacant, unsecured and dangerous structure. The garage is fire damaged, severely dilapidated and deteriorated. The rear structures is plagued with graffiti which has created a public nuisance for nearby neighbors. An unpermitted room was built on the north side of the garage illegally without city approvals. Excessive accumulation of trash and debris, signs of illegal dumping has created severe rodent infestation.

Note: The property is secured but abandoned. The property owner has not been responsive and/or is unavailable to address and correct violations.

City Council
29 –
5 12/20/2022

Receivership Recommendation
1615 N. Broadway (Commercial)
Owner: Loan Rate Corporation
Statement of Conditions: Substandard Hazardous and Safety Conditions Violations: Historic property with severe dilapidation to the roof, water intrusion to the interior of the building, damage to plaster and drywall of walls and ceilings. Electrical outlets throughout the home are damaged with exposed wires creating a dangerous and life safety condition. Broken and boarded-up windows limiting and preventing emergency egress. Santa Ana PD has received over 70 calls for service since 2019 ranging from battery, disturbing the peace, mentally disturbed subject, to assault with a deadly weapon.

Note: On-going enforcement history for over 5 years with limited and/or minimal improvements. A total of $11,700.00 in fines have been issued to the property owner.

City Council
29 –
6 12/20/2022

Receivership Recommendation
1001 N. Freeman St. (Residential)
Owner(s): Mary Alcala Mitchell & Michael N. Mitchell
Statement of Conditions: Substandard Hazardous and Safety Conditions Violations: Severely deteriorated roof covering, overgrown trees and shrubs in the front and rear yard, peeling paint on exterior surfaces of the house and garage, inoperative vehicles parked on the driveway and accumulation of dead organic matter & debris in the rear yard causing rodent infestation. These conditions constitute fire, health and safety hazards creating a public nuisance.

Note: Repeated calls for Code Enforcement action with property owner completing minimal and/or not action to address the property maintenance and substandard condition of the dwelling. Most recently $2,800 in fines have been issued to the property owner in an attempt to gain compliance.

City Council
29 –
7 12/20/2022

Receivership Recommendation
1502 N. Flower (Residential)
Owner: Mary Alcala Mitchell and Michael Mitchell
Statement of Conditions: Substandard Health and Safety Conditions.

Violations: This Historic G.W. Ross house residential dwelling currently has several broken and boarded up windows, preventing fire escape egress, peeling paint throughout the exterior of the property, dilapidated perimeter fence, unpermitted porch storage and lack of landscape maintenance.

Note: Repeated calls for Code Enforcement action with property owner completing minimal and/or not action to address the property maintenance and substandard condition of the dwelling.

City Council
29 –
8 12/20/2022

Receivership Recommendation
1516 N. Flower St. (Residential)
Owner(s): Mary Alcala Mitchell & Michael N. Mitchell
Statement of Conditions: Substandard Health and Safety Conditions Violations: Severely deteriorated roof, areas of roof covered with tarps, peeling paint on exterior wood surfaces, lack of landscaping and vehicles parked on the front yard.

Note: Repeated calls for Code Enforcement action with property owner completing minimal and/or not action to address the property maintenance and substandard condition of the dwelling. Most recently $2,800 in fines have been issued to the property owner in an attempt to gain compliance.

City Council
29 –
9 12/20/2022

Receivership Recommendation
1522 N. Flower St. (Residential)
Owner(s): Mary Alcala Mitchell & Michael N. Mitchell
Statement of Conditions: Health and Safety Code Violations.

Violations: Severely deteriorated roof with some areas covered with tarps, peeling paint on exterior wood surfaces, lack of landscaping and vehicles parked on the front yard.

Note: Repeated calls for Code Enforcement action with property owner completing minimal and/or not action to address the property maintenance and substandard condition of the dwelling. Most recently $2,800 in fines have been issued to the property owner in an attempt to gain compliance.

City Council
29 –
10 12/20/2022

Receivership Recommendation
1114 W . Berkeley (Residential)
Owner: Saul V. Amaro Mary L. Amaro
Statement of Conditions: Substandard Health and Safety Conditions.

Violations: Property owner/s noted on grant deeds are deceased and property is occupied by a relative living. The dwelling has excessive amount of junk, filth, cobwebs, stains, dust, trash, and debris throughout the interior and exterior of the dwelling. This includes all hallways, floors, ceilings, bedrooms, bathrooms, bedrooms and garage. There is illegal and unapproved construction on site without permits(Illegal patio).

Notes: Tenant living in a hoarding type of environment unfit for human occupancy, lack of heat and is in lack of compliance. Orange County Adult Protective Services were contacted and have been at the property with Code Enforcement.

City Council
29 –
11 12/20/2022

Receivership Recommendation
1027 N. Logan (M2 District)
Owner: Landware LLC (Agent of Service Judith Helaine Ware) Statement of Conditions: Land Use and Zoning Violations Violations: The property is adjacent to residential homes. The property is being used as a storage yard containing big rigs trailers, metal storage containers, off- site parking, stores automobiles and recycle roll-off containers. The property does not comply with current municipal code requirements associated with a lack of business license, unpermitted fence, land use operational parameters and landscape requirements.

Note: On-going concern for Logan Neighborhood residents with property owner not responsive to comply with City municipal code. Property owner has been issued over $54,200.00 in fines which have not been paid and have been forwarded to outside collection agency by the Finance Agency.

City Council
29 –
12 12/20/2022

Receivership Recommendation
1655-1659 E. First St. (Commercial)
• photos
Owner(s): 1661 First Street Inc.

Statement of Conditions: Occupancy and Substandard Health and Safety, Land Use and Zoning Violations Violations: Two structures -- severe dilapidation and compromised stairways, walkways, decks, walls and roof. Water damaged and dilapidated siding, trim, fascia boards, porches and balconies. Lack of permits for substandard repairs done to stairways and walkways. Prohibited use of a transient hotel. Lack of landscaping. Unsanitary conditions, trash and debris. Homeless loitering and drug use on the property.

Notes: On-going Code Enforcement action and Police calls for service regarding lack of property maintenance, severely dilapidated stairs, unpermitted work and numerous police calls for narcotic activity, disturbance, transients and battery.

City Council
29 –
13 12/20/2022

Finance and Management Services
www.santa-ana.org/finance
Item # 30
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Home Occupation Permit Fee Resolution
AGENDA TITLE:

Adopt a Resolution Approving a Reduced Home Occupation Permit Fee for Home-Based Businesses/Home Occupations Operating from Residential Premises within the City

RECOMMENDED ACTION
Adopt a resolution approving a reduced Home Occupation Permit Fee for businesses operating from residential premises within the city, lowering the permit fee from $320.00 per permit to $50.32 per permit.

DISCUSSION
Section 41-192.3 of the Santa Ana Municipal Code requires that every business operating from residential premises within the City secure a Home Occupation Permit (“HOP”) and comply with all applicable provisions of the City’s Municipal Code relating to home-based businesses/home occupations. Since the original establishment of a HOP in 1982, home- based businesses and the gig economy have grown significantly, especially in recent years. Over the passage of time, the fee charged for a HOP has increased in tandem with the Certificate of Occupancy fee. Historically, the City of Santa Ana (when compared to neighboring municipalities in the County), has had considerably higher Certificate of Occupancy and Home Occupation Permit fees.

For FY 2022-23 and in time for the adoption of the Miscellaneous Fee Schedule, the Planning & Building Agency (“PBA”) with City Council approval, restructured the Certificate of Occupancy (“COO”) fee for new businesses operating from commercial premises within the City from a single charge per Certificate of Occupancy to a two-tier system. The Tier 1 cost of a Certificate of Occupancy for businesses occupying less than 5,000 square feet of commercial area is $134.24 per certificate issued (including planning and inspection), and the Tier 2 cost for all other commercial occupancies (including planning and inspection) remained at $499.36 per certificate.

The approved restructuring of the COO fee prompted Staff to evaluate the current work effort in the HOP process and look for opportunities to streamline and cost savings similar to the recent review of COO process. The City’s new cost to issue a Home Occupation Permit, based on a streamlined approach, is $50.32. These efforts to streamline the

City Council
30 –
1 12/20/2022

Home Occupation Permit Fee Resolution
December 20, 2022

3 1
3 2
process for applicants will bring the fee into better alignment with surrounding cities in Orange County.

In addition to restructuring business license tax rates, Measure W contains a Tax Holiday component for unlicensed, past-due, and under-assessed businesses. One of the aims of the Tax Holiday Program is to reach out to the underground economy that exists in the form of home-based businesses. Home-based businesses must apply for and receive an approved HOP before they apply for a Santa Ana Business License. Reducing the HOP fee for Santa Ana home-based businesses is in keeping with the spirit of Measure W, which is namely to make it easier and more affordable for small and home-based businesses to obtain a business license. Therefore, staff recommends approval of the new HOP fee rate of $50.32, a decrease of $269.68 from the current fee rate of $320.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
The City currently collects roughly $35,000 per year for Home Occupation Permits. At this time, it is difficult to anticipate the impact to revenue. Through the efforts of the tax holiday, staff expects more home-based businesses to begin complying with the City’s Ordinance.

Therefore, the overall impact of more home-based businesses paying less may be immaterial.

EXHIBIT(S)

1. Resolution

2. Miscellaneous Fee Calculation – Planning and Building Agency – Home Occupation Permit
Submitted By: Minh Thai, PBA Executive Director
Kathryn Downs, FMSA Executive Director
Approved By: Kristine Ridge, City Manager

City Council
30 –
2 12/20/2022

Resolution No. 2022-XXX

R
ESOLUTION NO. 2022-XXX
A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA REDUCING THE FEE FOR HOME

OCCUPATION PERMITS AUTHORIZED IN ACCORDANCE
WITH CHAPTER 41, ARTICLE II, SECTION 41-192.3 OF THE

SANTA ANA MUNICIPAL CODE FROM THREE HUNDRED
TWENTY ($320.00) DOLLARS TO FIFTY DOLLARS AND
THIRTY-TWO CENTS ($50.32)
BE

IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. O
n November 1, 1982, the City Council adopted Ordinance No. NS -1654 establishing a Regulation of Home Occupations scheme setting forth the conditions for conducting home occupation activities from a residentially zoned premises, codified as Section 41-192.2 of the Santa Ana Municipal Code (SAMC). Contemporaneously, the City adopted a requirement for a Home Occupation Permit as may be set by resolution of the City Council, codified as SAMC Section 41-192.3.

B. O
n July 20, 1987, the City Council adopted Ordinance No. NS-1922, which comprehensively revised SAMC Chapter 21 (Business License Tax Code) pertaining to business license taxation of all business conducted within the City, including home based occupations.

C. O
n February 4, 2013, the City Council adopted Ordinance No. NS -2841, modifying the Business License Tax Code, and in part specifically addressing home based business and home based occupations, allowing home based businesses/home occupations to elect alternative methods of business license tax assessment.

D. O
n November 8, 2022, the voters of the City of Santa Ana approved a Voter Ballot Measure (Measure W) restructuring business license tax rates for all businesses conducted within the City, including home based businesses / home based occupations.

E. O
n November 8, 2022, along with the passage of comprehensive business license tax rate restructuring under Measure W, a Tax Holiday was also adopted as part of Measure W. The primary purpose of the Tax Holiday is to afford unlicensed businesses doing business in the City to obtain a current business license without penalty and without regard to any prior arrearage. A substantial number of the unlicensed businesses subject to the Tax Holiday provision of Measure W are home based businesses / home occupations.

EXHIBIT 1

City Council
30 –
3 12/20/2022

Resolution No. 2022-XXX

To legally operate, such home based business are required to obtain a Home Occupation Permit. The fee for the Home Occupation Permit, which was $25.00 in 1982, increased over the intervening years to $320.00. At the same time, the comparable Certificate of Occupancy fee (SAMC Section 8-95) applicable to commercially based businesses, which was $50.00 in 1982, increased over the intervening years to $499.36.

F. On June 7, 2022, the City Council approved the miscellaneous fee schedule for fiscal year 2022-23, where the Certificate of Occupancy inspection fee was reduced to $134.24 for business/mercantile occupancies less than 5,000 square feet in area.

G. An analogous reduction in the Home Occupation Permit fee, adjusted for (1) home business occupancies not to exceed 400 square feet and (2) not requiring physical inspection of the home residence, would equal $50.32.

Section 2. T he City Council hereby establishes the Home Occupation Permit fee at fifty dollars and thirty-two cents ($50.32), lowering it from three hundred twenty ($320.00) dollars. The $50.32 fee shall become effective January 1, 2023.

Section 3
. This Resolution, upon its adoption by the City Council, shall take effect January 1, 2023, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this ____ da y of ___________________, 2022.

Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:

John M. Funk
Chief Assistant City Attorney

AYES:

Councilmembers

NOES:

Councilmembers

ABSTAIN:

Councilmembers

NOT PRESENT:

Councilmembers _

City Council
30 –
4 12/20/2022

Resolution No. 2022-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, __________________, Clerk of the Council, do hereby certify the attached Resolution No. 2022 - _____ to be the original resolution adopted by the City Council of the City of Santa Ana on _____________________, 2022.

Date:

Clerk of the Council
City of Santa Ana

City Council
30 –
5 12/20/2022

Instructions for Calculating the Fee
% of Employment
Dedicated to
Miscellaneous Fee
Activity
Total Salary &
Benefit Cost
-$
-$
-$
Hours of
Employment
Dedicated to
Miscellaneous Fee
Activity
Total Wage &
Benefit Cost

0.10 3.56$

0.50 38.44$

0.25 8.32$
-$
-$
-$
Office Supplies -$
Rent -$
Utilities -$
Contracts -$
Fleet Charges -$
Tools -$
Equipment -$
Other (Specify) -$
-$
-$
-$
-$
Total Miscellaneous Costs -$
Total Expenses 50.32$
Current/Proposed Fee
Full Cost Recovery (Partial Cost Recovery) $ (50.32) Please explain if not full cost recovery…

24.68 8.60
Hourly Employee Costs
Job Title Current Annual
Salary
Annual Benefit
Cost
Personnel Costs
Miscellaneous Fee Title: Home Occupation Certificate
1) Consider all Personnel Costs involved in this fee (i.e. salary, insurance, retirement, workers comp, etc.) 2) Add all Miscellaneous Costs involved in the fee (i.e. supplies, rents, contracts), only allocate the revelant portion of each cost related to the fee
3) Input the current/proposed fee that is charged
4) If only partial recovery, please explain
Salary Employee Costs
City of Santa Ana
Miscellaneous Fee Calculation
Department Information
Department: Planning and Building Agency
Job Title Hourly Rate Hourly Benefit
Cost
Receptionist 22.28 13.28
Senior Planner 62.36 14.52
Miscellaneous Costs
Expense Calculation
Senior Office Assistant
$ 50.32
EXHIBIT 2

City Council
30 –
6 12/20/2022

Human Resources
www.santa-ana.org/departments/human-resources/
Item # 31
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Minimum Wage Rate Increase and Changes to the City’s Classification and Compensation Plan
AGENDA TITLE:

Adopt a Resolution Amending the City’s Basic Classification and Compensation Plan in Response to the State’s Increased Minimum Wage Rate

RECOMMENDED ACTION
Adopt a resolution amending and reestablishing the City’s Basic Classification and Compensation Plan to ensure the City complies with the new California minimum wage rate.

DISCUSSION
Per California Labor Code section 1182.12(c)(3)(A), the State of California is increasing the minimum wage rate to $15.50 per hour effective January 1, 2023 for all employers.

This resolution amends the City’s Basic Classification and Compensation Plan to increase the compensation for affected classifications to at least $15.50 per hour, thereby, ensuring compliance with this new minimum wage rate requirement.

ENVIRONMENTAL IMPACT
The consideration and approval of the proposed resolution does not constitute a project under the California Environmental Quality Act.

FISCAL IMPACT
Funds are available in the affected department salary accounts.

EXHIBIT(S)

1. Resolution to amend the City’s Basic Classification and Compensation Plan Submitted By: Jason Motsick, Executive Director of Human Resources Approved By: Kristine Ridge, City Manager

City Council
31 –
1 12/20/2022

Resolution 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA TO AMEND RESOLUTION NO. 2015 -026 TO
EFFECT CERTAIN CHANGES TO THE CITY’S BASIC

CLASSIFICATION AND COMPENSATION PLAN

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines , and declares as follows:

A. Section 1004 of the City Charter of the City of Santa Ana requires the City Manager to prepare, install, and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council.

B. It is the City’s practice to assign job titles that reflect the duties and responsibilities of the classification and are consistent with other classifications within the City’s organizational structure, as well as comparable job titles in the labor market, while maintaining internal pay equity relationships and attracting and retaining qualified candidates.

C. On June 16, 2015, the City Council adopted Resolution No. 2015- 026 am ending and reestablishing the Basic Classification and Compensation Plan for all full-time and part-time classifications of officers and employees of the City of Santa Ana.

D. The City Council has amended and reestablished the Basic Classification and Compensation Plan on numerous occasions since its adoption.

E. The State of California increased the minimum wage rate to $15.50 per hour effective January 1, 2023; t o comply with this legislative increase, pay rates assigned to certain job classifications need to be adjusted accordingly.

F. It is now desired to amend Resolution No. 2015- 026, as amended, in order to effect these changes, as shown below.

Section 2. T he Santa Ana City Council amends Resolution No. 2015- 026, as amended, and its corresponding exhibits, based on the salary rate ranges effective July 1, 2021, as follows:

Changing the compensation of the following classifications as indicated:

City Council
31 –
2 12/20/2022

Resolution 2022-XXX

EXH TITLE SRR STEPS MIN MAX
From F Park Maintenance Aide 473 7
Monthly $2,097 $2,810
To F Park Maintenance Aide 524 7
Monthly $2,690 $3,604

From G Park Maintenance Aide 483 6
Hourly $12.70 $16.21
To G Park Maintenance Aide 534 6
Hourly $16.29 $20.79

From I Human Resources Clerical Aide - 5
Hourly $15.40 $18.69
To I Human Resources Clerical Aide - 5
Hourly $15.50 $18.84

From I Law Clerk - 5
Hourly $15.10 $18.35
To I Law Clerk - 5
Hourly $15.50 $18.84

From I Police Cadet - 5
Hourly $15.10 $18.35
To I Police Cadet - 5
Hourly $15.50 $18.84

From I Student Intern - 2
Hourly $15.00 $15.75
To I Student Intern - 2
Hourly $15.50 $16.28

Section 3. All classification pay ranges are set forth in the City's “ Salary Schedule” as periodically updated.

Section 4. E xcept as amended by this R esolution, all other provisions of Resolution No. 2015-026, as amended, shall remain in full force and effect.

Section 5. This Resolution shall be operative from and after January 1, 2023.

ADOPTED this 20th day of December, 2022.

___________________________

Mayor

City Council
31 –
3 12/20/2022

Resolution 2022-XXX

APPROVED AS TO FORM:

Sonia R. Carvalho
City Attorney

By: __________________
John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, ____________________, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-___ to be the original Resolution adopted by the City Council of the City of Santa Ana on December 20, 2022.

Date: ___________________ ____________________________ Clerk of the Council
City of Santa Ana

City Council
31 –
4 12/20/2022

Public Works Agency
https://www.santa-ana.org/pw
Item # 32
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Resolution for Proposition 1 Integrated Regional Water Management Grant Projects

AGENDA TITLE
Adopt a Resolution adopting the One Water One Watershed Plan Update 2018 and authorizing the submittal of grant applications for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project (Non-General Fund)

RECOMMENDED ACTION
Adopt a Resolution adopting the One Water One Watershed Plan Update 2018, the Integrated Regional Water Management (IRWM) Plan for the Santa Ana River Watershed, and authorizing the Santa Ana Watershed Project Authority to submit Proposition 1 IRWM grant applications on behalf of the City of Santa Ana for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project.

DISCUSSION
In November 2014, California voters passed Proposition 1, the Water Quality, Supply, and Infrastructure Improvement Act of 2014. Proposition 1 authorized $7.545 billion in general obligation bonds to fund, in part, water resource projects identified as regional priorities through local IRWM Plans. City staff submitted two successful applications for funding from Round 2 of the Proposition 1 IRWM funding program.

Washington Well Project
The majority of the City of Santa Ana’s potable water comes from the Orange County Groundwater Basin (OC Basin) and is pumped through 21 existing City wells. Due to a variety of issues, including the presence of per- and polyfluoroalkyl substances (PFAS) found in routine well monitoring, several wells in the City have been taken offline. Given the limited water supplies in the region, and recent recurring drought conditions, removing wells from the City’s potable water distribution system will reduce its reliability.

Rehabilitating existing wells or constructing new wells will reduce the burden on other City water production facilities and the reliance on imported water sources.

The Water Resources Division is currently finalizing the design of the Washington Well Project, which will construct a new well that will address low-pressure deficiencies in the

City Council
32 –
1 12/20/2022

Adopt Resolution for Prop 1 IRWM Grants
December 20, 2022

4 9
2 distribution system, and will add approximately 4,000 acre-feet per year to the City’s pumping capacity. The current Proposition 1, Round 2 IRWM grant funding will provide up to $3,394,743 in grant funds for the construction of the well. The City has already received grant funding in the amount of $100,000 from the Santa Ana Watershed Project Authority for the design of the project, and $750,000 from the United States Department of Interior Bureau of Reclamation for construction. The total estimated cost of the project is $7,387,555.

Santa Ana Zoo Stormwater Capture and Diversion Project
The Santa Ana Zoo Stormwater Capture and Diversion (SAZSCAD) Project features the construction of subsurface stormwater infiltration systems at the Santa Ana Zoo. The project is designed to capture and infiltrate approximately 67 acre-feet per year (AFY) of stormwater and dry-weather runoff to help improve water quality in the Newport Bay watershed, increase local water supplies, and reduce flooding downstream. The project will also include a new urban green space, bioswales, pervious pavement, seating, drought tolerant landscaping and shade trees, and interpretive signage promoting watershed and water quality education to Zoo visitors. The Public Works Agency has collaborated with Santa Ana Zoo staff on the project and Caltrans is contributing $1,250,000 as a project partner. The project has received letters of support from the Regional Water Board, Orange County Water District, and a local environmental non- profit organization.

The Project is currently in the preliminary design phase. The final design phase will start after award of the Grant Agreement and amendment to the City’s Capital Improvement Program. The total cost of the project is estimated to be $5,000,000.

Adoption of the resolution (Exhibit 1) will adopt the One Water One Watershed (OWOW) Plan Update 2018, which is required as a condition of all local project sponsors to receive grant funding.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Staff will return to Council with a request for approval of further actions, such as appropriation adjustments and CIP amendments, and will indicate the fiscal impact of any such actions and associated expenditures at that time. The New Washington Well Project does not require a local match. The SAZSCAD Project requires a local match of 50% for the overall project portfolio, which will be finalized during project design.

Sufficient funds will be budgeted for the required local match using a combination of state or local grants, and City funds.

EXHIBIT(S)

1. Resolution Adopting OWOW Plan Update 2018

City Council
32 –
2 12/20/2022

Adopt Resolution for Prop 1 IRWM Grants
December 20, 2022

4 9
2 Submitted By: Nabil Saba, P. E., Executive Director - Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
32 –
3 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

ANA ADOPTING THE ONE WATER ONE WATERSHED PLAN
UPDATE 2018, THE INTEGRATED REGIONAL WATER

MANAGEMENT PLAN FOR THE SANTA ANA RIVER

WATERSHED, AND AUTHORIZING THE SANTA ANA

WATERSHED PROJECT AUTHORITY TO SUBMIT PROPOSITION
1 IRWM GRANT APPLICATIONS ON BEHALF OF THE CITY OF

SANTA ANA FOR THE NEW WASHINGTON WELL PROJECT AND

THE SANTA ANA ZOO STORMWATER CAPTURE AND

DIVERSION PROJECT
WHEREAS, on February 19, 2019, the Santa Ana Watershed Project Authority (SAWPA) Board of Commissioners adopted the One Water One Watershed (OWOW) Plan Update 2018, the Integrated Regional Water Management Plan for the Santa Ana River Watershed, as a planning document outlining a sustainable water future for the Santa Ana River Watershed; and
WHEREAS, on September 22, 2022, the SAWPA Board of Commissioners have considered projects for funding under SAWPA’s Round Two funding allocation of Water Quality, Supply and Infrastructure Improvement Act of 2014 (Proposition 1), in which the City of Santa Ana is a participant for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project; and
WHEREAS, as a condition of the grant funding that the City of Santa Ana is a recipient to, the Department of Water Resources and SAWPA require that all local project sponsors also adopt the OWOW Plan Update 2018; and
WHEREAS, the Santa Ana Watershed Pro ject Authority (SAWPA) administers Proposition 1 IRWM grant funding for the sole IRWM Region recognized by DWR for the Santa Ana River Watershed Funding Area, which includes North and Central Orange County; and
WHEREAS, the City of Santa Ana is a project proponent on the New Washington Well Project and Santa Ana Zoo Stormwater Capture and Diversion Project, both of which have been recommended for Proposition 1 IRWM grant funding.

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

Section 1. The City of Santa Ana hereby acknowledge s the OWOW Plan Update 2018 and, as a required condition of receiving grant funding under the Plan, adopts the OWOW Plan Update 2018.

EXHIBIT 1

City Council
32 –
4 12/20/2022

Resolution No. 2022-XXX

Section 2. SAWPA is hereby authorized to submit Proposition 1 IRWM grant applications on behalf of the City of Santa Ana for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project.

Section 3. The City Council authorizes the City Manager, or the Executive Director of the Public Works Agency, or their respective designees, to conduct all negotiations, execute and submit all documents, as well as applications, agreements, amendments, payment requests and so on, wh ich may be necessary for the completion of the projects named above.

Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this _____ day of ____________, 2022.

________________________________

Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:

Brandon Salvatierra
Deputy City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers _

City Council
32 –
5 12/20/2022

Resolution No. 2022-XXX

CERTIFICATION OF ATTESTATION AND ORIGINALITY

I, , Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on _______________.

Date: ______________________ ________________________________ Clerk of the Council
City of Santa Ana

City Council
32 –
6 12/20/2022

Public Works Agency
https://www.santa-ana.org/pw
Item # 33
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Grant Applications for the Fiscal Year 2023-2024 Measure M2 Comprehensive Transportation Program

AGENDA TITLE
Adopt Resolution Authorizing Grant Applications for the Fiscal Year 2023-2024 Measure M2 Comprehensive Transportation Funding Program (Non-General Fund)

RECOMMENDED ACTION

1. Adopt Resolution Authorizing the City of Santa Ana to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program 2023 Call for Projects.

2. Direct staff to incorporate approved Comprehensive Transportation Funding Program projects into the Seven-Year Capital Improvement Program for Fiscal Year 2023-24.

DISCUSSION
The Orange County Transportation Authority (OCTA) issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program (CTFP) Fiscal Year (FY) 2023-24 (Exhibit 1). Approximately $45 million will be available for award on a countywide, competitive basis via the Regional Capacity Program (Project O) for Arterial Capacity Enhancements (ACE), Intersection Capacity Enhancements (ICE), and the Regional Traffic Signal Synchronization Program (Project P). The CTFP is the mechanism by which OCTA administers competitive funding for streets and roads projects.

The City will be submitting applications totaling $30,807,748 in grant funding requests, which requires a local match commitment of 25 percent for both ACE and ICE programs. If awarded, existing and future local funding sources, including but not limited to Transportation System Improvement Area funds (TSIA), Gas Tax funds, and Measure M2 Fairshare funds, will be used to provide the required matching funds for the recommended projects to be budgeted in FY 2023-24 Capital Improvement Program (CIP).

City Council
33 –
1 12/20/2022

Resolution – FY 2023-24 Measure M2 CTFP Grant Applications December 20, 2022

3 0
9 7
Staff is requesting authorization to cancel previous construction funding that is no longer sufficient for project delivery, and re-apply for grant funding based on updated cost estimates for the following projects:

RECOMMENDED PROJECTS CTFP

TYPE PHASE GRANT

REQUEST FY
Bristol St. Improvements from Civic
Center Dr. to Washington Ave. ACE Construction $5,444,992 23-24 Bristol St. Improvements from Warner
Ave. to St. Andrew Pl. ACE Construction $12,227,342 23-24 Warner Ave. Improvements from Oak
St. to Grand Ave. ACE Construction $11,711,674 23-24
Bristol St. and Memory Lane
Intersection Improvements ICE Construction $1,423,740 23-24 Given the need for the street improvements and the project eligibility requirements defined by OCTA, staff recommends that the City Council adopt the Resolution authorizing submittal of the CTFP application for funding consideration, as well as direct staff to incorporate approved projects into the FY 2023-24 Seven-Year CIP.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
There is no fiscal impact associated with this action at this time. The City will recognize grant award revenue inclusive of required City local match through future Council action during the FY 2023-24 CIP budget programing cycle. In the event all four of the recommended projects are awarded in the 2023 CTFP Call for Projects, the table below provides a breakdown of the total potential funding for the identified projects:

RECOMMENDED

PROJECTS PHASE

CTFP GRANT
FUNDS
(AU #03217663)

CITY MATCH
FUNDS* FY
Bristol St.

Improvements from
Civic Center Dr. to
Washington Ave.

Construction $5,444,992 $2,803,008 23-24
Bristol St.

Improvements from
Warner Ave. to St.

Andrew Pl.

Construction $12,227,342 $6,568,658 23-24
Warner Ave.

Improvements from
Oak St. to Grand
Ave.

Construction $11,711,675 $3,903,891 23-24

City Council
33 –
2 12/20/2022

Resolution – FY 2023-24 Measure M2 CTFP Grant Applications December 20, 2022

3 0
9 7

RECOMMENDED

PROJECTS PHASE

CTFP GRANT
FUNDS
(AU #03217663)

CITY MATCH
FUNDS* FY
Bristol St. and
Memory Lane
Intersection
Improvements
Construction $1,423,740 $886,161 23-24
*The amounts listed above reflect maximum City funds to be committed if awarded full grant allocations.

Because the City was previously awarded grant funds (reflected in the Original Award column below), the Public Works Agency is requesting to cancel and reapply for Construction funding based on current costs for project delivery. Therefore, the City will only need to budget for the additional match requirements outstanding from previously authorized award amounts. Updated funding requested is as follows:

RECOMMENDED

PROJECTS
Fund Source Original
Award
Funding
Request
FY 23/24
Difference

CTFP GRANT
(AU #03217663) $3,273,573 $5,444,992 $2,171,419Bristol St.

Improvements from
Civic Center Dr. to
Washington Ave. CITY MATCH $1,091,191 $2,803,008 $1,711,817

CTFP GRANT
(AU #03217663) $7,501,206 $12,227,342 $4,726,136Bristol St.

Improvements from
Warner Ave. to St.

Andrew Pl. CITY MATCH $2,500,402 $6,568,658 $4,068,256

CTFP GRANT
(AU #03217663) $9,076,305 $11,711,674 $2,635,369Warner Ave.

Improvements from
Oak St. to Grand Ave. CITY MATCH $3,025,435 $3,903,891 $878,456

CTFP GRANT
(AU #03217663) $1,012,500 $1,423,740 $411,240Bristol St. and Memory Lane
Intersection
Improvements CITY MATCH $337,500 $886,161 $548,661

EXHIBIT(S)

1. FY 23-24 CTFP Call for Projects – Project O Resolution Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
33 –
3 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING THE SUBMITTAL OF

IMPROVEMENT PROJECTS TO THE ORANGE COUNTY

TRANSPORTATION AUTHORITY FOR FUNDING UNDER

THE COMPREHENSIVE TRANSPORTATION PROGRAM

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. T he City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. The
City of Santa Ana desires to implement the transportation improvements listed below.

B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M2 “Fair Share” funds.

C. The City ’s Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways.

D. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments.

E. The City of Santa Ana will include all projects funded by M2 Net Revenues in its seven-year Capital Improvement Program , as part of the Measure M2 Ordinance eligibility requirements.

F. The City of Santa Ana will provide a minimum of 25% matching funds for the Project O projects as required by the Orange County Comprehensive Transportation Funding Programs Guidelines.

G. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects within the incorporated cities and the County.

H. The City of Santa Ana authorizes a formal amendment to the seven- year Capital Improvement Program to add projects approved for Measure M2 funding upon approval from the Orange County Transportation Authority Board of Directors, if necessary.

City Council
33 –
4 12/20/2022

Resolution No. 2022-XXX

Section 2. The C ity Council of the City of Santa Ana hereby approves the formal submissions of the projects described below to the Orange County Transportation Authority for funding under the OCTA’s Comprehensive Transportation Funding Program and requests that the OCTA allocate funds in the amounts specified in the City's submissions. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in the improvement of the following street(s). “ACE” shall mean Ar terial Capacity Enhancement and “ ICE” shall mean Intersection Capacity Enhancements.

PROJE

CT PROGRAM FY

Bristol St. Improvements from Civic Center Dr. to Washington Ave. ACE 23/24 Bristol St. Improvements from Warner Ave. to St. Andrew Pl. ACE 23/24 Warner Ave. Improvements from Oak St. to Grand Ave. ACE 23/24 Bristol St. and Memory Lane Intersection Improvements ICE 23/24

Section 3. The Cit y Council appoints the City Manager, or the Executive Director of the Public Works Agency or his or her designee, as agent for the City of Santa Ana to conduct all negotiations, and execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana.

Section 4. This
Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this ___ day of __
_________, 2022.

Vincente Sarmiento
Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:

John M. Funk
Chief Assistant City Attorney

City Council
33 –
5 12/20/2022

Resolution No. 2022-XXX

AYES: Councilmembers

NOES: C ouncilmembers

ABSTAIN: C
ouncilmembers

NOT PRESENT:

Councilmembers _

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, _________, Clerk of the Council, do hereby certify the attached Resolution No. 2022- ____ to be the original resolution adopted by the City Council of the City of Santa Ana on _____________________, 2022.

Date:

Clerk of the Council
City of Santa Ana

City Council
33 –
6 12/20/2022

Public Works Agency
www.santa-ana.org/pw
Item # 34
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Adopt OCTA Funding Program Eligibility Requirements

AGENDA TITLE
Resolution to Adopt and Approve for Submission of the Fiscal Year 2021-22 Measure M2 Year-End Expenditure Report and Adopt the Measure M2 Seven Year CIP

RECOMMENDED ACTION

1. Adopt a Resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year 2020-21, and authorize submission of the report to the Orange County Transportation Authority, as required by Measure M2 Funding Eligibility Guidelines.

2. Update the Measure M2 Seven Year CIP for Fiscal Years 2021-2022 through 2027- 2028.

DISCUSSION
In November 1990, Orange County voters approved Measure M, a 20-year one-half-cent sales tax to fund transportation projects in Orange County. Sixteen years later, in November 2006, the voters again approved the Renewal of Measure M, referred to as M2, for an additional thirty years. M2 became effective in April 2011, and the net revenues generated by M2 contribute to two types of grant funding: Local Fair Share (LFS) and Competitive. All Orange County cities are eligible for LFS funding which is distributed based on population, number of existing Master Plan of Arterial Highways centerline miles, and taxable sales. Under the competitive component of M2 funding, cities must compete and demonstrate support of regional transportation to successfully qualify for grant monies. Fulfilling M2 eligibility requirements also allows the City to qualify for other regional competitive OC Go M2 grant funding opportunities.

Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA) that includes the End of Year Expenditure Report adopted via Resolution. The Expenditure Report is a detailed financial document submitted by each jurisdiction which is used to track and validate financial activity related to the Renewed Measure M2 and other improvement funds. The report accounts for receipt, interest earned, and use of Measure M2 and other funds while delineating the distribution of actual revenue and expenditures consistent with Maintenance of Effort requirements. Adoption of the Measure M2 Annual Expenditure Report by Resolution

City Council
34 –
1 12/20/2022

Resolution to Approve Measure M2 Expenditure Report
December 20, 2022

3 1
0 4
(Exhibit 1) is a required reporting element that must be submitted within six months of the jurisdiction’s fiscal year end.

Approval of the second Recommended Action will update the OCTA Measure M2 7-Year CIP Report (Exhibit 2) to include Measure M funded projects that were awarded during prior funding cycles, but have active project expenditures that are being carried forward for future audit compliance.

Staff recommends that the City Council approve both Recommended Actions to continue with the flow of M2 project funding, while maximizing grant compliance under the grant eligibility requirements presented.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Approval of the Recommended Action will maintain the City’s eligibility to receive Measure M2 funds annually. Upon renewal of Measure M2 eligibility, the City of Santa Ana is anticipated to receive an estimated $5.76 million in LFS funds and potentially over $30 million in M2 competitive grant funds for Fiscal Year 2022-23. In the past, the City has received an average exceeding $8 million dollars annually from M2 LFS revenue and competitive fund program allocations combined. If the Recommended Actions are not approved, the City will lose Measure M2 LFS revenue, along with the ability to apply for and receive future OCTA Comprehensive Transportation Funding Program competitive grant funds.

EXHIBIT(S)

1. Resolution – M2 Year-End Expenditure Report

2. Updated Measure M2 Seven Year CIP
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
34 –
2 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA CONCERNING THE MEASURE M2

EXPENDITURE REPORT FOR THE CITY OF SANTA ANA

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. Local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to the Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds.

B. Local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements.

C. Local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements.

D. The M2 Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project.

E. The M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.

Section 2. The City Council of the City of Santa Ana hereby finds that the FY 2021/22 Measure M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and acc ounts for Net Revenues including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year.

Section 3. The M2 Expenditure Report is hereby adopted by the City of Santa Ana.

Section 4. The City of Santa Ana Finance Director is hereby auth orized to sign and submit the M2 Expenditure Report to OCTA for the fiscal year 2021/22.

City Council
34 –
3 12/20/2022

Resolution No. 2022-XXX

Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this ____ day of _______________, 2022.

Vicente Sarmiento
Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:

John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers _

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, ___________, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on _______________.

Date:

Clerk of the Council
City of Santa Ana

City Council
34 –
4 12/20/2022

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City Council
34 –
5 12/20/2022

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/43/10/43/47 /86/59/21/57/67/56/59/i255/86/43/i255/105/29/71/21/58 /89/21/27/56/57/64/21/56/59 /103/10/103/10/103/10/103 /10/103/10/103 /10 /0/31/38/33/34/53/54/106/107/106/107/106/107/106 /107/106/107/106/107 /105/21/57/23/i255/77/59/63/27/57/59/69/42/i255/43/43/7/10/10/i255/7/i255/25/71/71/59/62/23/59/69 /0/31/38/33/34/i255/2/35/31/115/35/33/40/40/37/51/54/i255/103/10

City Council
34 –
6 12/20/2022

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City Council
34 –
7 12/20/2022

Public Works Agency
www.santa-ana.org/pw
Item # 35
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Vacate a Portion of Edendale Court

AGENDA TITLE
Adopt a Resolution of Intent to Vacate a Portion of Edendale Court behind 1222 and 1226 South Birch Street, Abandonment 22-01

RECOMMENDED ACTION
Adopt a resolution which declares the City’s intent to vacate a portion of Edendale Court behind 1222 and 1226 South Birch Street, and which sets a public hearing for January 17, 2023.

DISCUSSION
Edendale Court was dedicated to the City of Santa Ana in 1924 on Tract Map No. 648 as a 30-foot by 210-foot long street easement. This easement is currently separated into three different states of improvement conditions. The westernmost section is 120 feet long and provides vehicular access to 1221 South Ross Street and 1225 South Ross Street. It is improved with pavement, curb, gutter, and sidewalk. The middle section is 45-feet long, unimproved, and fenced in with an accessible gate. The easternmost 45-foot section has been fenced in within the perimeter of the properties at 1222 South Birch Street and 1226 South Birch Street.

Based on historical aerial photos, the eastern 45-foot section of Edendale Court has not been improved as a roadway, and has been fenced in by the property owners at 1226 and 1222 South Birch Street for more than 50 years. Because of the long-term nature of the fenced-in eastern section of Edendale Court and the absence of the need to use the portion of the street for public access, the owner of 1226 South Birch Street has requested the City vacate the eastern 45-foot section of Edendale Court.

In addition to the vacation of the eastern 45-foot section of Edendale Court (Exhibit 1), the City has determined that the owner of 1226 South Birch Street must complete a Lot Line Adjustment involving Assessor’s Parcel Number (APN) 013-151-26, 38, 39 and 41 (Exhibit 2). This Lot Line Adjustment will need to be completed prior to the recordation of the street vacation resolution. A final resolution will include a condition that the vacation will not become effective until after the Lot Line Adjustment is recorded. This will prevent the temporary creation of additional landlocked parcels.

City Council
35 –
1 12/20/2022

Resolution to Vacate Portion of Edendale Court
December 20, 2022

3 1
1 8
After both the Lot Line Adjustment and street vacation resolution have been completed, the Public Works Agency will begin the process of requesting funding for improvements of the middle section of Edendale Court with pavement, curb, gutter, and sidewalk. This improvement will provide physical access to parcel 013-151-41.

According to the title report obtained by the City, an easement over all of Edendale Court is owned by the City of Santa Ana. If the eastern 45-foot section of Edendale Court is vacated, it would revert half to the owner of 1226 South Birch Street and half to the owner of 1222 South Birch Street (Exhibit 3). The remaining sections of the Edendale Court easement will continue to be open as Public right-of-way.

Utilities, other government agencies, and City agencies have been advised of the vacation of this Edendale Court section.

California Government Code Section 65402 (Restrictions on Acquisition and Disposal of Real Property) requires a Planning Commission to review and approve certain actions related to City property. Actions related to acquiring, using, or disposing of public property require the Planning Commission to review the proposed use for conformity with the General Plan. Planning Commission Resolution No 2022-XX finds the vacation conforms to the General Plan (Exhibit 4).

The recommended action adopts a resolution (Exhibit 5) of the City Council’s intent to vacate the streets and sets a public hearing date for January 17, 2023, at which time the order to vacate may be approved by the City Council.

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2022-112 will be filed for this project.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Street Vacation Vicinity Map

2. Street Vacation Location Map

3. Street Vacation Lot Line Map

4. Planning Commission Resolution

5. Resolution of Intent
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
35 –
2 12/20/2022

City Council
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3 12/20/2022

Edendale Court Exhibit.dgn 11/9/2022 7:53:19 AM
EXHIBIT 2

City Council
35 –
4 12/20/2022

City Council
35 –
5 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF SANTA ANA DETERMINING GENERAL PLAN

CONFORMITY FOR THE VACATION OF A PORTION OF
EDENDALE COURT BEHIND 1222 AND 1226 SOUTH BIRCH
STREET
WHEREAS, California Streets and Highways Code Section 8300 et seq . authorizes the City of Santa Ana to vacate all or any portion of any street or highway within its boundaries and under its jurisdiction to terminate the public’ s right to use such street; and
WHEREAS, pursuant to California Government Code section 65042(a), street vacations must first be submitted to and reported upon by the Planning Commission for conformance with the General Plan; and
WHEREAS, Edendale Court was dedicated to the City in 1924 on Tract Map No. 648
as a 30-foot by 210-foot long street easement; and
WHEREAS, this easement is currently separated into three different states of improvement conditions: (1) the most westerly section is 120 f eet long and provides vehicular access to 1221 South Ross Street and 1225 South Ross Street; (2) the middle section is 45 feet long and unimproved and fenced in with an accessible gate; and (3) the easterly 45-foot section of Edendale Court behind 1222 and 1226 South Birch Street; and WHEREAS, the City desires to vacate its interest in the easterly 45-foot foot section of Edendale Court behind 1222 and 1226 South Birch Street, as shown on Exhibit A (“Vacation Area”); and
WHEREAS, the Vacation Area is the easterly 45-foot dead-end portion of Ed
endale Court, located immediately adjacent to property 1226 South Birch Street, which is owned by Fredericka Older; and
WHEREAS, the Vacation Area is also located immediately adjacent to property 122
2 South Birch Street, which is owned by Bonyen Thomas; and WHEREAS, the dead-end portion of Edendale Court has not been improved as a roadway for more than 50 years; and
WHEREAS, the Vacation Area has been fenced in and maintained by the property ow
ners of 1222 and 1226 South Birch Street; and
WHEREAS, Fredericka Older has requested that the City vacate the dead-end portion of Edendale Court because of the long-term nature of maintaining the area; and WHEREAS, the Vacation Area is unnecessary for present or prospective public use, as determined by the City’s Public Works Agency; and EXHIBIT 4

City Council
35 –

12/20/2022

Resolution No. 2022-XXX

WHEREAS, by separate City Council action and following a finding of conformity with the City’s General Plan by the Planning Commission, the City desires to vacate the Vacation Area.

NOW THEREFORE, BE IS RESOLVED by the Planning Commission of the City of Santa Ana as follows:

Section 1. The Planning Commission hereby determines that the proposed vacation of the Vacation Area, as shown on Exhibit A, is in conformance with the City’s 2022 General Plan. The decision is based upon the Request for Planning Commission Action dated December 12, 2022, and exhibits attached thereto, and the public testimony, written and oral, all of which are incorporated herein by this reference.

The proposed vacation is in conformance with the Mobility Element of the City’s 2022-2045 General Plan as follows:
 Goal M-3, Policy 3.7 (Complete Streets Design). The proposed vacation of a dead- end, unimproved section of roadway will leave intact a portion of Edendale Court that is fully improved with pavement and sidewalks, and will not disrupt the existing streetscape or surrounding neighborhood.
 Goal M -3, Policy 3.9 (Neighborhood Traffic). The proposed vacation of a dead - end, unimproved section of roadway contributes toward removal of street segments that could negatively impact neighborhood quality of life. The vacation of this segment will contribute toward calming neighborhood traffic, increasing safety, while leaving intact access for emergency response.  Goal M-4, Policy 4.6 (Roadway Capacity Alternatives). The proposed vacation of a dead-end, unimproved section of roadway promotes reduction in vehicle trips by eliminating the possibility of a future roadway connection through private properties from Ross Street to Birch Street.
 Goal M-5, Policy 5.7 (Infrastructure Condition). The proposed vacation enhance s travelway safety by removing an unimproved section of roadway while leaving existing improvements intact with full pavement and sidewalks.

Section 2. The proposed vacation of the Vacation Area is ex empt from review under the California Environmental Quality Act pursuant to section 15061(b)(3) of the State CEQA Guidelines because it can be seen with certainty th at there is no possibility that it will have a significant impact on the environment. The proposed vacation is also exempt from CEQA review under section 15305 of the State CEQA Guidelines. [Signatures on the following page]

City Council
35 –

12/20/2022

Resolution No. 2022-XXX

ADOPTED this ___ day of December, 2022.

AYES: Commissioners:

NOES: Commissioners:

ABSENT: Commissioners:

ABSTENTIONS: Commissioners:

_____________________________
Bao Pham Chairperson

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:_______________________
Jose Montoya Assistant City Attorney

City Council
35 –
8 12/20/2022

Resolution No. 2022-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, CHELSEA SHAFER, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2022-XXX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on December 12, 2022.

Date: _________________ _____________________________________ Recording Secretary
City of Santa Ana

City Council
35 –
9 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2023-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA DECLARING ITS INTENTION TO VACATE A

PORTION OF ALLEY NORTH OF EDENDALE COURT
BEHIND 1222 AND 1226 SOUTH BIRCH STREET
(ABANDONMENT NO. 22-01)
BE IT RESOLVED by the City Council of the City of Santa Ana as follows:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

A. In accordance with Chapter 3 of Part 3 of Division 9 of the California Streets and Highways Code, the City Council of the City of Santa Ana hereby declares its intention to vacate its interest in the easterly 45’ foot section of Edendale Court behind 1222 and 1226 South Birch Street, as shown on Exhibit A (“Vacation Area”); B. Notice is hereby given that on January 17, 2023, at 5:45 P.M. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council at which time any and all persons interested in or objecting to the proposed vacation described above may appear and be heard.

Section 2. The Clerk of the Council is hereby directed to cause notice of the above-referenced hearing to be published twice, once in each of the two successive weeks prior to the above-referenced hearing, in a newspaper of general circulation in the City.

Section 3. The Executive Director of the Public Works Agency is hereby directed to post conspicuously, in the manner prescribed by law, notice of vacation, containing the statement of the day, hour, and place of hearing set forth above, and describing the areas to be vacated, at least two weeks before the day set for said hearing.

Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

A
DOPTED this ____ day of ___________________, 2022.

V alerie Amezcua
Mayor
EXHIBIT 5

City Council
35 –
10 12/20/2022

Resolution No. 2022-XXX

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:

Jose Montoya
Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, _____________, Clerk of the Council, do hereby certify the attached Resolution No. 2022 -_____ to be the original resolution adopted by the City Council of the City of Santa Ana on _____________________, 2022.

Date:

Clerk of the Council
City of Santa Ana

City Council
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11 12/20/2022

Community Development Agency
santa-ana.org/cd
Item # 36
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Resolution of Intention to Disestablish the Downtown Santa Ana Business Improvement District
AGENDA TITLE:

Adopt Resolution of Intention to Disestablish the Downtown Santa Ana Business Improvement District

RECOMMENDED ACTION
Adopt a resolution of intention to disestablish the Downtown Santa Ana Business Improvement District and establish a time and place for a public hearing to be held by the City Council on January 17, 2023.

DISCUSSION
On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to state law, creating a Business Improvement District (BID) in Downtown Santa Ana. The BID was established as a means of providing the Downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape improvements. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary.

The City Council activated the current BID on July 1, 2013. To administer the activities of the BID, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council in an effort to address the needs of the two business associations. Each association received 50% of the BID assessment, approximately $100,000 per year.

On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC, now known as the Community Development Commission (CDC), is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments, including the annual budget.

At its regular meeting on October 26, 2022, by a vote of 6:0 (with one recusal), the Commission recommended to the City Council to dissolve the BID.

City Council
36 –
1 12/20/2022

Resolution - Intention to Disestablish the Downtown Santa Ana BID December 20, 2022

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Over the course of the year, downtown businesses held several town hall meetings to express their dissent for the BID. Several protest forms were submitted to the Clerk of the Council and many merchants expressed their dissention for the BID and its operations at the Commission and Council meetings.

On November 15, 2022, the City Council voted to start the process to dissolve the Downtown Santa Ana Business Improvement District (BID). The next step in the BID disestablishment process is for City Council to adopt a resolution of intention to disestablish the BID and set a public hearing. The public hearing must be held no less than 20 and not more than 30 days after the date of adoption in accordance the Streets and Highways Code section 36530. Thereafter, City Council may adopt an ordinance after holding the public hearing on the disestablishment.

Notice of the disestablishment of the BID will be published once in a newspaper of general circulation in the city, no later than 15 days after the ordinance disestablishing the area is adopted. All businesses in the Business Improvement District will be notified and their BID assessment will be removed from their business license tax bill for 2023 and thereafter.

No known assets were acquired with the revenues of the assessments levied within the Downtown BID.

Any remaining revenues derived from the levy assessments shall be refunded to the owners of the method and basis that was used to calculate the assessments levied in the fiscal year in which the area is disestablished.

FISCAL IMPACT
There is no direct fiscal impact associated with this action.

EXHIBIT(S)

1. Resolution
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager

City Council
36 –
2 12/20/2022

Resolution 2022-XXX

RESOLUTION 2022-XXX
A R

ESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA DECLARING ITS INTENTION TO

DISESTABLISH THE DOWNTOWN SANTA ANA BUSINESS

IMPROVEMENT DISTRICT
W
HEREAS, on February 6, 1984, in accordance with California Streets and Highways Code section 36500 et seq., the City of Santa Ana adopted Ordinance No. NS- 1715, by which the Downtown Santa Ana Business Improvement Area was established (“Downtown BID”) as a means of providing the Downtown business community with funding to promote and market the Downtown area; and
WHEREAS, such funding has been generated through an annual levy of assessments on businesses located within the Downtown BID according to the formula described in Ordinance No. NS-1715; and
WHEREAS, the
City Council appointed the Community Development Commission to serve as the BID Advisory Board to make recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments; and WHEREAS, at i ts regular meeting on October 26, 2022, by a majority vote, the Community Development Commission recommended that the City Coun cil dissolve the Downtown BID; and
WHEREAS, at its regular meeting on November 15, 2022, by a majority vote, the City Council approved the recommendation to dissolve the Downtown BID; and WHEREAS, section 36550 of the California Streets and Highways Code authorizes the City Council to disestablish a business improvement area by ordinance after adopting a resolution of intention prior to conducting a public hearing on the ordinance.

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

Section 1. I
n accordance with section 36550 of the California Streets and Highways Code, the City Council of the City of Santa Ana hereby declares its intention to disestablish the Downtown BID for the reasons discussed on record at the Santa Ana City Council meeting on November 15, 2022.

Section 2. Notice is hereby given that on January 17, 2023, at 5:45 P.M. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council to consider an ordinance dissolving the Downtown BID, at which time any and all persons interested in or objecting to the proposed dissolution may appear and be heard.

EXHIBIT 1

City Council
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3 12/20/2022

Resolution 2022-XXX

Section 3. Upon disestablishment of the Downtown BID, there shall be a proposal to dispose of any assets, if any, acquired with the revenues of the assessments levied within the Downtown BID.

Section 4. U pon disestablishment of the Downtown BID, any remaining revenues derived from the levy of assessments, or any revenues derived from the sale of assets acquired with the revenu es, shall be refunded in the manner required by section 36551 of the California Streets and Highways Code.

Section 5.

The Clerk of the Council is directed to give notice of the above - referenced public hearing in accordance with section 36523 of the California Streets and Highways Code, which section requires publication of this Resolution in a newspaper of general circulation in the City once, for at least seven days before the public hearing, and the mailing of a complete copy of this Resolution by first -class mail to each business owner assessed in the Downtown BID within seven days of the City Council’s adoption of this Resolution.

Section 6. T
his Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution

AD
OPTED this ____ day of ______________, 2022.

___________________________

Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By: ________________________
John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers
EXHIBIT 1

City Council
36 –
4 12/20/2022

Resolution 2022-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, _________________, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-___ to be the original Resolution adopted by the City Council of the City of Santa Ana on _____________, 2022.

Date: ___________________ ____________________________ Clerk of the Council
City of Santa Ana
EXHIBIT 1

City Council
36 –
5 12/20/2022

Clerk of the Council Office
www.santa-ana.org/clerk-of-the-council
Item # 37
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Assembly Bill 361
AGENDA TITLE:

Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361

RECOMMENDED ACTION
Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days.

DISCUSSION
On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20, suspending certain provisions of the Brown Act to allow legislative bodies to conduct their meetings completely telephonically or by other electronic means. City Council meetings have been conducted by Zoom, with councilmembers and staff joining from remote locations when necessary.

The suspension of certain provisions of the Brown Act was further extended by Governor Newsom on June 11, 2021 by the issuance of Executive Order N-08-21, which continued to allow completely virtual City Council (and other legislative body) meetings. This order stayed in effect until September 30, 2021.

In response, AB 361 was signed into effect by Governor Newsom on September 16, 2021.

It amends the Brown Act to allow legislative bodies to meet virtually, provided there is a state of emergency, and either (1) state or local officials have imposed or recommended measures to promote social distancing, or (2) the legislative body determines by majority vote that meeting in person would present imminent risks to the health and safety of attendees.

The City of Santa Ana’s current practices with respect to live public comment via Zoom already satisfy all of the new requirements in AB 361. Additionally, the individual legislative bodies can make their own findings for the AB 361 teleconferencing resolution

City Council
37 –
1 12/20/2022

Assembly Bill 361
December 20, 2022

3 1
4 6
for future meetings. Determinations to continue to utilize remote meetings as allowed by AB 361 must be re-visited by the legislative body every 30 days with the support of new findings. Staff recommends this extension period to act as a helpful transitional stage for boards, committees, and commissions who still currently meet virtually.

Most recently, on December 6, 2022, the City Council adopted Resolution No. 2022-094, making the required findings under AB 361 to allow the City to continue to offer teleconference accessibility for public meetings after September 30, 2021, to help mitigate the spread of COVID-19. The attached resolution (Exhibit 1) declares additional findings to allow for the continued use of teleconferencing for City Council, board, commission, and committee meetings pursuant to AB 361.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Resolution
Submitted By: Norma Orozco, Assistant Clerk of the Council Approved By: Kristine Ridge, City Manager

City Council
37 –
2 12/20/2022

Resolution 2022-XXX

RESOLUTION 2022-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA, CALIFORNIA AUTHORIZING THE USE OF
REMOTE TELECONFERENCING PROVISIONS (AB 361)

WHEREAS, the Ralph M. Brown Act (Government Code section 54950 et seq.) generally requires local agencies meeting via teleconference, including through other virtual or electronic means, to, among other things, provide public access at each location in which members of the legislative body are teleconferencing; and WHEREAS, Assembly Bill 361 (AB 361) amends Government Code section 54953 to allow local agencies to meet fully virtually, without fully adhering to the rules otherwise applicable to teleconferencing, during a proclaimed state of emergency if state or local officials have imposed or recommended measures to promote social distancing; and WHEREAS, the Governor issued a proclamation declaring a state of emergency on March 4, 2020 due to the COVID-19 pandemic, pursuant to section 8625 of the California Emergency Services Act, and this proclaimed state of emergency currently remains in effect; and
WHEREAS, the City Council of the City of Santa Ana declared a local emergency on March 17, 2020 pursuant to Santa Ana Municipal Code section 2-404A (now section 2-646A); and
WHEREAS, in order to continue teleconferencing pursuant to the provisions of AB 361, the City Council is required to make certain findings every thirty (30) days; and WHEREAS, the Ci ty Council of the City of Santa Ana, consistent with those provisions, approved Resolutions 2021-055, 2021-66, 2021-072, 2022-004, 2022-015, 2022-021, 2022-026, 2022-033, 2022- 037; 2022- 043; 2022- 050; 2022- 063; 2022-070; 2022-073; 2022-077; 2022-087; 2022-090; and 2022-094 authorizing the use of remote teleconferencing provisions pursuant to AB 361; and
WHEREAS, the City Council of the City of Santa Ana has reconsidered the circumstances of the state of emergency; and
WHEREAS, state and local officials continue to recommend measures to promote social distancing to prevent the spread of COVID-19; and WHEREAS, the continuation of remote teleconferencing will allow for full participation by members of the public and the members of the City legislative bodies until social distancing recommendations are lifted; and
WHEREAS, the City Council of the City of Santa Ana desires to continue to utilize remote teleconferencing pursuant to AB 361 and Government Code section 54953(e).

City Council
37 –
3 12/20/2022

Resolution 2022-XXX

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

SECTION 1. The above recitals are true and correct and shall be the findings of the City of Santa Ana’s City Council and each and every other legislative body of the City.

SECTION 2. The City Council of the City of Santa Ana hereby authorizes the use of remote teleconferencing pursuant to AB 361.

SECTION 3. The City Council and all other legislative bodies of the City of Santa Ana created by the City Council or created through its City Charter shall continue to meet virtually in accordance with Government Code section 54953(e) and without compliance with section 54953(b)(3) based upon the findings and determinations hereby made by the City Council.

SECTION 4. The City Clerk shall attest to and certify to the passage and adoption of this resolution and it shall be effective immediately upon its approval.

ADOPTED this ____ day of December, 2022.

___________________________

Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By: ________________________
John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers

NOES: Councilmembers

ABSTAIN: Councilmembers

NOT PRESENT: Councilmembers

City Council
37 –
4 12/20/2022

Resolution 2022-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022- ___ to be the original Resolution adopted by the City Council of the City of Santa Ana on _____________, 2022.

Date: ___________________ ____________________________

Clerk of the Council
City of Santa Ana

City Council
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5 12/20/2022

Clerk of the Council Office
www.santa-ana.org/departments/clerk-of-the-council/
Item # 38
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Biennial Review and Appointment of Regional Board Representatives AGENDA TITLE:

Biennial Review and Appointment of Regional Board Representatives

RECOMMENDED ACTION

1. Review the regional board appointment list and appoint members and alternates to serve as representatives to various outside agencies through December 2024 (or specific term where noted).

2. Adopt a resolution designating and appointing a representative to the Orange County Fire Authority's Board of Directors, if necessary; and,

3. Direct the Clerk of the Council to update and post the Fair Political Practices Commission (FPPC) Form 806 (Agency Report of Public Official Appointments) on the City's website.

DISCUSSION
The Mayor and City Council represent the City’s interest in regional issues by serving on a number of regional boards which make public policy decisions in the areas of transportation, water resources, fire services, and government facilities.

The City Council reviews regional board appointees on an annual basis and can make necessary changes. Attached is a list of current representatives, meeting dates, compensation and other pertinent information on each board (Exhibit 1). For discussion purposes, the following is a list of regional boards and appointing authority.

Metropolitan Water District
The Metropolitan Water District of Southern California is a regional wholesaler that delivers water to 26 member public agencies – 14 cities, 11 municipal water districts, one county water authority – which in turn provides water to more than 19 million people in Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura counties.

Metropolitan is governed by a 38-member board of directors who represent their

City Council
38 –
1 12/20/2022

Biennial Review and Appointment of Regional Board Representatives December 20, 2022

3 1
4 2
respective member agencies ensuring each member agency is part of the governance of Metropolitan. A board member is appointed by the majority of the City Council (member does not have to be elected official).

The current representative is Councilmember Thai Viet Phan.

Newport Bay Watershed Executive Committee
The Newport Bay Watershed Executive Committee (Executive Committee is the successor to the Upper Newport Bay Sediment Control Executive Committee established through a cooperative agreement in the early 1980s. The Executive Committee was formed by amendment of the cooperative agreement in 1999, and now includes in its interests the impairments of Newport Bay caused by nutrients, toxics, and pathogens in addition to sediment, as well as related environmental enhancements.

Members of the Executive Committee are elected, appointed, or executive level managers, with one member from each of the signatories to the agreement (the County member, however, represents both the County and the Orange County Flood Control District). The Executive Committee provides strategic direction for environmental enhancement programs in the watershed, advocacy of these programs to the elected/appointed boards of the member organizations, and a forum for discussion of watershed environmental issues.

The current representative is Executive Director of Public Works, Nabil Saba.

Orange County Housing Finance Trust
The Orange County Housing Finance Trust (OCHFT) was formed in 2019 as a joint powers authority between the County of Orange and the cities throughout the county.

OCHFT was created for the purpose of funding housing specifically assisting the homeless population and persons and families of extremely low, very low, and low income within the County of Orange. Term of office for members of the Board of Directors shall be for two (2) years.

The current representative is Councilmember David Penaloza.

Orange County Fire Authority (OCFA)
The Orange County Fire Authority Board of Directors has twenty-five members and sets policy according to its adopted Rules of Procedures. Twenty-three of the members represent partner cities, and two members represent the county unincorporated area. A board member is appointed by the majority of the City Council. Selection must be authorized by resolution.

The current representative is Mayor Pro Tem Jessie Lopez.

City Council
38 –
2 12/20/2022

Biennial Review and Appointment of Regional Board Representatives December 20, 2022

3 1
4 2
Orange County Sanitation District (OCSD) Board
The Orange County Sanitation District is a wastewater treatment facility that serves Orange County, California. It consists of two operating plants, referred to as Plant No. 1 located in Fountain Valley and Plant No. 2 located in Huntington Beach. It is the third largest wastewater treatment facility west of the Mississippi River. OCSD and the Orange County Water District were awarded the Stockholm Industry Water Award in 2008 for pioneering work to develop with Trojan Technologies the Groundwater Replenishment System, the world’s largest water purification plant for groundwater recharge. A board member and alternate are appointed by the majority of the City Council.

The current representative is Councilmember Johnathan Ryan Hernandez and former Councilmember Nelida Mendoza was serving as alternate.

Orange County Vector Control
The Orange County Vector Control Board is an independent special district dedicated to controlling rats, mosquitoes, and other disease carrying and public health pests.

Activities also include surveillance of vectors and vector-borne diseases, public education services and identification of public health pests. Each Trustee is appointed by the city they represent to serve a two or four-year term.

The current representative, former Councilmember Nelida Mendoza, was appointed to a term that will expire on January 2024. A representative may only be removed for cause.

Orange County Water District
The Orange County Water District manages, replenishes and protects the Orange County Groundwater Basin—Orange County's largest source of drinking water.

The 270-square-mile basin provides approximately 75 percent of the water supply to more than 2.5 million residents in north and central Orange County.

A 10-member board of directors governs the District and implements policies that foster sound management of the basin, as well as support the advancement of OCWD's mission to provide an adequate, reliable, high-quality water supply at the lowest reasonable cost in an environmentally responsible manner. Seven board members are elected and three are appointed by Anaheim, Fullerton and Santa Ana city councils.

Former Councilmember Nelida Mendoza was serving as the representative.

Southern California Association of Governments (SCAG) District #16 Pursuant to the SCAG bylaws, each SCAG district in the six-county SCAG region has one Regional Council seat. Regional Council members are elected by a vote of the cities in each SCAG district that are members of SCAG. Elections for Regional Council District Representatives are completed every other year, with elections for odd- numbered districts occurring in odd-numbered years, and elections for even-numbered

City Council
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3 12/20/2022

Biennial Review and Appointment of Regional Board Representatives December 20, 2022

3 1
4 2
districts occurring in even-numbered years. Each elected SCAG Regional Council member can participate on any policy committee of choice. SCAG bylaws allow for additional Regional Council seats to be assigned to each Board of Supervisors and each county transportation commission member agency. Each SCAG subregion also has an at-large policy committee seat for as many districts that are located in the subregion. These at-large policy committee seats are filled through an appointment by the subregional board and are called Subregional Representatives. A board member and alternate is appointed by the majority of the City Council.

The current representative is Councilmember Phil Bacerra.

Orange County Council of Governments (OCCOG)
The Orange County Council of Governments (OCCOG) is one of twelve subregions in the SCAG region, and comprises the Orange County subregion to SCAG. There are twelve SCAG districts within Orange County, allowing for 12 Subregional Representative seats at-large to serve on SCAG policy committees. To be an eligible nominee for a Subregional Representative seat, the nominee must be an elected official from a SCAG member city. There is no term limit for a Subregional Representative seat, provided the appointee continues to be an elected official from a SCAG member city.

The current representative is Councilmember Phil Bacerra.

Transportation Corridor Agencies (TCA) – Foothill/Eastern Joint Powers Authority formed in 1986 to design, finance, construct and operate the three Orange County toll roads. The Agency is in the process of merging all toll roads under the direction of one board. A board member and alternate are appointed by the majority of the City Council.

The current representative is Councilmember David Penaloza and former Councilmember Nelida Mendoza was serving as alternate.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. List of Current Regional Board Members

2. Resolution for OCFA Appointment
Submitted By: Norma Orozco, Assistant Clerk of the Council Approved By: Kristine Ridge, City Manager

City Council
38 –
4 12/20/2022

Revised 10/2022

CITY OF SANTA ANA
2021-22 REGIONAL BOARD AND SUBCOMMITTEE MEMBERS

BOARD CURRENT

MEMBER POSITION MEETINGS COMPENSATION /

REMUNERATION
TERM

EXPIRES
Metropolitan Water District
Board (MWD)
Thai Viet
Phan Rep.

Board Mtgs 2nd Tues of
mo. @ 12:30 with Cmte
mtgs at 8 a.m.; Cmte Mtgs
4th Tues all day
Mileage
reimbursement
from MWD

Newport Bay Watershed
Executive Committee

Nabil Saba,
Executive
Director,
Public Works
Rep.

Quarterly the 3rd
Wednesday from 1:30-3:00
at Irvine Ranch Water
District, 15600 Sand
Canyon Ave, Irvine, 92618
None
Orange County Fire
Authority (OFCA) * Jessie Lopez Rep. Every Month at 6:30 p.m. $100 per mtg.; max $300
Requires
Resolution
Orange County Housing
Finance Trust
David
Penaloza Rep. Every two months or as
called None
OC Sanitation District *
Johnathan
Ryan
Hernandez
Rep. Meets once a month on the
4th Wednesday at 6 p.m.
$212.50/Mtg. Max
6/Mo. Plus mileage
OC Sanitation District * Nelida
Mendoza Alt. Meets once a month on the
4th Wed. at 6 p.m.
$212.50/Mtg. Max
6/Mo. Plus mileage
OC Vector Control District Nelida
Mendoza Rep. Meets on 3rd Thursday at 3
pm. $100/Mtg. 1/2024
Orange County Water
District*
Nelida
Mendoza Rep.
1st & 3rd Wednesday at
5:30 p.m., 18700 Ward St.,
Fountain Valley, CA –
Committees at various
times / dates
$221.12/ Day Max
10 mtgs./Mo. Plus
mileage $0.50

Southern California
Association of
Governments (SCAG) *
Phil Bacerra Rep.

District 16 - Meets 1st
Thursday of each month,
10 a.m. – 1:30 p.m.
$120/Mtg. Max
6/Mo. Plus mileage
from City Hall

Orange County Council of
Governments Board of
Directors (OCCOG) *
Phil Bacerra Rep. Meets once a month on the
4th Thurs. at 11 a.m. None
Orange County Council of
Governments Board of
Directors (OCCOG) *
Vacant Alt. Meets once a month on the
4th Thurs. at 11 a.m.

Transportation Corridor
Agencies (TCA) *
David
Penaloza Rep. Meets on the 2nd Thursday
at 9:30 am
$120/Mtg. Max
6/Mo.; Ad Hoc
Cmts $120 plus
Mileage

Transportation Corridor
Agencies (TCA) *
Nelida
Mendoza Alt. Meets on the 2nd Thursday
at 9:30 am
$120/Mtg. Max
6/Mo.; Ad Hoc
Cmts $120 plus
Mileage

*Required to file a FPPC Statement of Economic Conflict of Interest

City Council
38 –
5 12/20/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA DESIGNATING AND APPOINTING ITS

REPRESENTATIVE TO T HE ORANGE COUNTY FIRE
AUTHORITY’S BOARD OF DIRECTORS

WHEREAS, the City of Santa Ana (“City”) , as a “member” of the Orange County Fire Authority Joint Powers Authority ( “JPA”), is entitled to appoint a representative director (“Director”) to the Orange County Fire Authority’s Board of Directors; and

WHEREAS, each member agency, by resolution of its governing body , shall designate and appoint one representative to act as its Director on the Authority Board of Directors, except the County , whose Board of Supervisors shall appoint two representatives to act as its Directors; and

WHEREAS, each Director shall be a current elected member of the governing body; and

WHEREAS, each Director shall hold office until the selection of a successor by the appointing body; and

WHEREAS, each Director is to serve at the pleasure of his or her appointing body and may be removed at any time, with or without cause, at the sole discretion of that appointing body; and

WHEREAS, any vacancy shall be filled in the same manner as the original appointment of a Director.

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

Section 1. The City Council hereby designates and appoints Councilmember ________________ as a Director to the Orange County Fire Authority Board of Directors.

Section 2. The City Council hereby directs the Clerk of the Council to transmit a copy of this Resolution to the Clerk of the Authority of the Orange County Fire Authority prior to its next regularly scheduled board meeting.

Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

City Council
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6 12/20/2022

Resolution No. 2022-XXX

ADOPTED this ___ day of ________________, 2022.

_______________________

Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:________________________
John M. Funk
Chief Assistant City Attorney

AYES: Councilmembers: ________________________________
NOES: Councilmembers: ________________________________
ABSTAIN: Councilmembers: ________________________________ NOT PRESENT: Councilmembers: ________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, _________________, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-___ to be the original Resolution adopted by the City Council of the City of Santa Ana on _____________, 2022.

Date: ___________________ ____________________________ Clerk of the Council
City of Santa Ana

City Council
38 –
7 12/20/2022

Planning and Building Agency
santa-ana.org/departments/planning-and-building/
Item # 39
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Urgency Ordinance to Amend various sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) Pertaining to Regulating Noxious Uses, Medical Offices Operated by Government, Government-Subsidized, Not-for-Profit, or Philanthropic Entities, Electric Fences, and Various Use Definitions AGENDA TITLE:

Zoning Ordinance Amendment No. 2022-07 – An Urgency Ordinance of the City Council of the City of Santa Ana Amending Various Sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) Related to Noxious Uses, Medical Offices Operated by Government, Government-Subsidized, Not-for-Profit, or Philanthropic Entities, Electric Fences, and Various Use Definitions

RECOMMENDED ACTION
Approve Zoning Ordinance Amendment No. 2022-07 and adopt the Urgency Ordinance by two-thirds (2/3) vote to amend various sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC).

EXECUTIVE SUMMARY
Staff is proposing to amend several sections of Chapter 41 (Zoning) of the SAMC to accomplish the following: address current and immediate threats to the public health, safety, or welfare due to the absence of regulations on noxious uses in close proximity to schools, parks, and residences; the absence of clear definitions defining and characterizing the various professional and administrative, and medical and non-medical land uses and a conditional use permit (CUP) requirement for medical offices operated by government, government-subsidized, not-for-profit, or philanthropic entities; standards for construction of electric fences; and various use definitions to effectively carry out regulations. The proposed amendments are described in further detail in the Discussion section of this report.

DISCUSSION
Pursuant to SB 1000, the City was required to address Environmental Justice in the General Plan Update. The General Plan includes numerous goals, policies, and implementation actions that were developed in collaboration with the community to address environmental issues that Santa Ana residents face on a daily basis. Staff is proposing to amend several sections of Chapter 41 (Zoning) of the SAMC to address current and immediate threats to the public health, safety, or welfare due to the absence of regulations on noxious uses in close proximity to schools, parks, and residences. In addition, the absence of clear definitions defining and characterizing the various professional and administrative, and medical and non-medical land uses and a conditional use permit requirement for medical

City Council
39 –
1 12/20/2022

ZOA No. 2022-07 – Urgency Ordinance
December 12, 2022

3 1
4 8
offices operated by government, government-subsidized, not-for-profit, or philanthropic entities in the Professional (P) zoning district hinder the City’s ability to meet the goals expressed in SAMC Section 41-1 (Purpose) to implement a regulatory land use and development framework to promote the health, safety, and the general welfare of the residents of Santa Ana. The proposed ordinance establishes a decision making process for the City to identify, evaluate, regulate, address, and reduce the potential impact to the built environment stemming from these land uses. The need is urgent as the City has and will continue to receive a higher rate of appeals of the City’s permitting process pertaining to these land uses within the P zoning district. Lastly, there have been near daily police and/or code enforcement-related incidents regarding transient populations trespassing on and causing damage to private, non-residential properties abutting railroad rights-of-way in Santa Ana. Options and development standards for the installation of electric fencing types on private property to deter this type of activity are needed. Table 1 below and on the following pages illustrates the existing and proposed regulations to address these immediate needs and issues affecting the community.

Table 1: ZOA No. 2022-07 Current and Proposed Text Regulations Topic Existing Zoning Code Regulations Proposed Zoning Code Regulations Noxious Uses The SAMC regulates industrial and
noxious land uses through permitting
them in industrial zoning districts.

However, the SAMC does not provide
additional regulation for uses that have
a regional, state, or federal permit to
emit or store or process hazardous
waste that are in close proximity to
sensitive land uses.

1. Create new “noxious uses” section to
require approval of a conditional use
permit for industrial type uses located
within 500 feet of a sensitive land use
that requires a permit to discharge air
contaminants or process or store
regulated chemicals or substances
(Sec. 41-199.4).

2. Update the Non-Conforming section
of the Zoning Code to require a
conditional use permit for noxious
uses whenever an existing non-
conforming business changes
ownership and requires a new
certificate of occupancy. Additionally,
require businesses with these type of
permits to remain in compliance with
applicable laws or lose their
nonconforming status (Sec. 41-683
and Sec. 41-683.6).

Medical Offices in
the Professional
Zoning District
The Professional (P) zoning district
permits medical and dental offices by
right. However, the zoning district does
not currently permit medical uses
operated by government, government-
subsidized, not-for-profit, or
philanthropic entities.

Revise the uses permitted subject to a
conditional use permit section of the
Professional (P) zoning district to require
a conditional use permit for medical
offices operated by government,
government-subsidized.

Counseling Services
- Definition
The SAMC does not currently define
counseling services.

Create “counseling services” definition in
Division 2 (Definitions), Article I of the
Zoning Code (Sec. 41-44.6).

City Council
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ZOA No. 2022-07 – Urgency Ordinance
December 12, 2022

3 1
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Noxious Uses
In response to community concerns related to environmental pollution and the proximity of certain industrial uses in relation to homes, schools, and parks, the City adopted numerous environmental justice policies and actions in its General Plan to amend use regulations and development standards in the Zoning Code. A majority of the actions in the General Plan related to use, buffers, and development standards will be analyzed and addressed through the comprehensive Zoning Code Update. However, noxious businesses in close proximity to parks, schools, and residences is of immediate concern as they pose an immediate threat to the health and safety of those recreating, attending school, or residing in their proximity. Additionally, federal, state, and regional permitting agency requirements alone are insufficient to properly protect the health and safety of residents as has been proven through the numerous businesses that continue to be licensed in close proximity to sensitive receptors even when they violate applicable federal and state laws. Staff is proposing to create a new Section 41-199.4 (Noxious uses) to require a CUP for industrial uses that require a permit to handle, store, emit or discharge regulated compounds, materials, chemicals, or substances from a regional, Medical Office -
Definition
The SAMC does not currently define
medical office.

1. Create “medical office” definition in
Division 2 (Definitions), Article I of the
Zoning Code (Sec. 41-121).

2. Update the permitted uses sections
of the Professional (P), Community
Commercial (C1), Community
Commercial—Museum District (C1-
MD), Arterial Commercial (C5), and
South Main Street Commercial
District (C-SM) to consistently use
“medical office.”
Professional,
Business, and
Administrative Office
- Definition
The SAMC does not currently define
professional, business, and
administrative office.

1. Create “professional, business, and
administrative office” definition in
Division 2 (Definitions), Article I of the
Zoning Code (Sec.41-127.5)

2. Update the permitted uses sections
of the Professional (P), Community
Commercial (C1), Community
Commercial—Museum District (C1-
MD), Arterial Commercial (C5), and
South Main Street Commercial
District (C-SM) to consistently use
“professional, business, and
administrative office.”
Electric Fences The SAMC is currently silent on electric fences. The SAMC neither defines nor
regulates electric fences, which have
become more widely used as a means
to secure property from theft and/or
vandalism.

1. Create “electric fence” definition in
Division 2 (Definitions), Article I of the
Zoning Code (Sec. 41-54.5)

2. Add new section to regulate zones
and properties where electric fences
are permitted (only in M1 and M2,
and only where abutting a rail right-
of-way) subject to a minor exception
(Sec. 41-610.5).

City Council
39 –
3 12/20/2022

ZOA No. 2022-07 – Urgency Ordinance
December 12, 2022