Bell City Council
April 26, 2023

Agenda

Regular Meeting of the

Bell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/ Bell Public Finance Authority

Wednesday, April 26, 2023

5:30 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION

BELL COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201

Monica Arroyo
Mayor

Fidencio J. Gallardo Ana Maria Quintana Vice-Mayor Council Member

Alicia Romero Ali Saleh Council Member Council Member

Welcome to the City Council Meeting

The Bell City Council and staff welcome you. This is your City Government.

Individual participation is a basic part of American Democracy and all Bell residents are encouraged to attend meetings of the City Council. Regular City Council meetings are held the second and fourth Wednesday of the m onth at 7:00 p.m., Bell Co mmunity Center , 6 250 Pine Avenue. For more information, you may call City Hall during regular business hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

City Council Organization

There are five City Council members, one of whom serves as Mayor and is the presiding officer of the City Council. These are your elected representatives who act as a Board of Directors for the City of Bell. City Council members are like you, concerned residents of the community who provide guidance in the operation of your City.

Addressing the City Council

If you wish to speak to the City Council on any item which is listed or not listed on the City Council Agenda, please complete a Request to Speak Card available in the back of the City Council Chambers. Please submit the completed card to the City Clerk p rior to the meeting. The Mayor will call you to the microphone at the appropriate time if you have filled out a Request to Speak Card. At that time, approach the podium and please clearly state your name and address, and proceed to make your comments.

Compliance with Americans with Disabilities Act

The City of Bell, in complying with the Americans with Disabilities Act (ADA), request individuals who require special accommodation(s) to access, attend, and or participate in a City meeting due to disability. Please contact the City Clerk’s Office, (323) 588 -6211, Ext. 2615 , at least one business day prior to the scheduled meeting to ensure that we may assist you.

Statement Regarding Compensation for Members of the Bell City Council

Compensation for the members of the Bell City Council is $673 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the following regular meetings: Successor Agency to the Bell Community Redevelopment Agency, the Bell Community Housing Authority, the Bell Public Finance Authority, the Bell Surplus Property Authority, and the Bell Solid Waste Authority.

Meeting of the
Bell City Council and Related Agencies
April 26, 2023

REGULAR JOINT MEETING OF THE

Bell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/Bell Public Finance Authority

April 26, 2023

5:30 P.M. Closed Session
7:00 P.M. Regular Meeting

Location: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

Call to Order

Roll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Quintana, Romero, Saleh, Gallardo and Arroyo

Communications from the Public on Closed Session Items

This is the time for members of the public to address the City Council and related Authorities and Agencies only on items that are listed under Closed Session.

Closed Session

The City Council and the related Authorities and Agencies will recess to closed session to confer with legal counsel regarding the following matters:

a) Public Employee Performance Evaluation (Government Code Section 54957 (b)) Title: City Manager

b) CONFERENCE WITH LABOR NEGOTIATORS- Government Code Section 54957.6, Agency designated representatives: City Manager Michael L. Antwine II, and City Attorney Dave Aleshire
Employee Organization: All Unpresented Employees and At-will Management Group

c) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4874 Gage Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney)
Negotiating parties: To be Determined

MEETING WILL BE HELD IN-PERSON AT THE BELL COMMUNITY CENTER

PUBLIC COMMENT: If you wish to make a comment on items listed on the agenda, you may attend the meeting in -person at Bell Community Center. Please complete a Request to Speak Card available in the location and wait until the mayor calls you to approach the podium. Please clearly state your name and address and proceed to make your comments .

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, April 26, 2023. Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

The meeting will be recorded and live streamed on the City’s website at http://www.cityofbell.org/?NavID=101

Meeting of the
Bell City Council and Related Agencies
April 26, 2023
Under negotiation: Price and Terms of Payment

d) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Properties: 5162 Florence Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney)
Negotiating parties: To be Determined
Under negotiation: Price and Terms of Payment

Reconvene Regular City Council Meeting

Call to Order

Roll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Quintana, Romero, Saleh, Gallardo and Arroyo

Pledge of Allegiance

City Attorney Report

The City Attorney will report out on any action(s) to be taken by the City Council/Agencies on Closed Session matters.

Presentations and Recognitions

a. Proclamation declaring May 2023 as Older Americans Month b. Housing Legislation 2023

Communications from the Public

This is the time members of the public may address the City Council and related Authorities and Agencies on items that are on the agenda and on non- agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. (Each speaker is limited to three minutes)

Mayor and City Council Communications

Pursuant to Assembly Bill 1234, this is the time and place to provide a brief report on meetings, seminars and conferences attended by the Mayor and City Councilmembers.

City Manager Report

In this portion of the agenda, the City Manager will provide a brief report on items of interest to the City Council and/or the community.

Business Session

1. Annual Comprehensive Financial Report (ACFR) for Fiscal Year Ended June 30, 2022. (Council)

Recommendation: It is recommended that the City Council receive and file this report.

Meeting of the
Bell City Council and Related Agencies
April 26, 2023

2. Shelter Bed Pilot Project Renewal Agreements. (City Council)

Recommendation: It is recommended that the City Council:

1. Approve in form the draft Reimbursement Agreement between the LCA1 cities (Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, South Gate, and Vernon) and the City of Bell, with the understanding that the final agreement will return for City Council execution in June 2024 after the LCA1 cities have each approved the Agreement and the Measure H funding has been approved.

2. Approve in form the draft Social Services Collaborator Agreement between t he Salvation Army and the City of Bell, with the understanding that the final agreement will return for City Council execution in June 2024 after the LCA1 cities have each approved the Agreement and the Measure H funding has been approved.

3. Authorize the City Manager to engage the LCA1 cities and the Salvation Army to achieve Agreement renewals to continue the Shelter Bed Pilot Program in its present form through June 30, 2024, under the same terms and conditions the Bell City Council approved on June 8, 2022.

3. Update to the Salary Range for the position of City Clerk. (City Council)

Recommendation: It is recommended that the City Council:

1. Approve a new Salary Range for the position of City Clerk effective the next full pay period after City Council approval; and

2. Direct city staff to prepare an update to the City ’s Employee Salary Schedule Resolution and incorporate the new Salary Range for the position of City Clerk

4. Approve an Agreement with OpenGov, Inc. for the Purchase of Online Permitting and Plan Check, Procurement, and other related city services. (City Council)

Recommendation: It is recommended that the City Council approve a three -year Agreement with OpenGov, Inc. for $293,127 to purchase Online Permitting and Plan Check, eProcurement, and Business License Services.

5. 2023 Statement of Investment Policy. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-29 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL, CALIFORNIA APPROVING STATEMENT OF
INVESTMENT POLICY FOR THE CALENDAR YEAR 2023

6. Approve a Resolution to Oppose Initiative 21 -0042A1, referred to as the “Taxpayer Protection and Government Accountability Act”. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-30 titled:

Meeting of the
Bell City Council and Related Agencies
April 26, 2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
OPPOSING INITIATIVE 21 -0042A1, REFERRED TO AS THE
“TAXPAYER PROTECTION AND GOVERNMENT ACCOUNTABILITY
ACT

Consent Calendar

The following Consent Calendar items are expected to be routine and non- controversial. They are acted upon by the City Council and related authorities at one time without discussion. The reading of the full text of ordinances and resolutions will be waived unless a Councilmember requests otherwise.

Recommendation: Approve agenda items 7 and 8.

7. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants dated April 26, 2023. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

8. Minutes for the Regular City Council Meeting of April 12, 2023 . (City Council/Successor Agency to the Bell Community Redevelopment Agency)

Pending Items – None

Tonight’s Meeting will be adjourned in memory of Theresa Rodriguez.

Next Regular Meeting, Wednesday, May 10, 2023

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted April 21, 2023 at least seventy-two (72) hours prior to the meeting as required by law.

________________________________
Angela Bustamante, City Clerk

REGULAR MEETING OF THE

BELL CITY COUNCIL AND RELATED AGENCIES

April 26, 2023

5:30 P.M. Closed Session
7:00 P.M. Regular Session

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a - d

AGENDA & INDEX 1-7

PUBLIC HEARINGS None

BUSINESS SESSION 1 8-206
2 207-261
3 262-264
4 265-298
5 299-321
6 322-327

CONSENT CALENDAR 7 328-396
8 397-407

City of Bell
AU-C 260 Communication With
Those Charge With Governance
For the Year Ended June 30, 2022
April 12, 2023

2 CONTENTS
• Scope of Work
• Required Communications (AU-C 260)
• O
verview of Financial Statements
• Audit Results
4/12/2023

3 SCOPE OF WORK
4/12/2023

4 SCOPE OF WORK
• City’s Financial Statements Audit
• Single Audit
• Agreed-upon P rocedures on Appropriation Limit Schedules • Report on Internal Control over Financial Reporting and on Compliance in accordance wi
th Government Auditing Standards (“GAS”)
4/12/2023

5 Required Communications (AU-C 260)
4/12/2023

6 OUR RESPONSIBITY IN ACCORDANCE WITH

PROFESSIONAL STANDARDS
• Form and express an opinion about whether the financial statements that have been prepar
ed by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America
• Our responsibility is to plan and perform the audit to obtain “reasonable” assurance (not “abs
olute” assurance) about whether the financial statements are free of material misstatements
• We considered internal control over financial reporting. Such considerations were sol
ely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control
4/12/2023

7 Required Communications (AU-C 260)
• Ethics and Independence
• Complied with ALL relevant ethical requirements regarding independence • Significant Accounting Policies
• The City of Bell disclosed all significant accounting policies in Note 1 to the financial st
atements.
• Implementation of GASB 87 - Leases
• Significant Estimates
• Investment Fair Value
• Depreciation on Capital Assets
• Net Pension Liability
• Net OPEB Liability
4/12/2023

8 Required Communications (AU-C 260)
• Sensitive Disclosures
• Note 1 – Summary of Significant Accounting Policies
• N
ote 7 – Defined Benefits Pension Plan
• N
ote 8– Other Postemployment Benefits (“OPEB”)
• N
ote 9 – Related Party Transactions
• N
ote 11 – Ot her Required Disclosures
• Misstatements
• There were no uncorrected misstatements reported
4/12/2023

9 Required Communications (AU-C 260)
• Consultation with Other Accountants
• Management informed us that, and to our knowledge, there were no consultations with other
accountants regarding auditing and other matters.
• Significant Difficulties
• We encountered no significant difficulties in dealing with management. • Disagreement with Management
• We did not have any disagreement with management in terms of accounting treatments nor audit
procedures performed.
4/12/2023

10 OVERVIEW OF THE FINANCIAL

STATEMENTS
4/12/2023

11 City of Bell
Government-Wide Summary
As of June 30, 2022 and 2021
2022 2021 Change30 8 30 8
Net Position:

Net investments in capital assets 54,793,000$ 54,366,000$ 427,000$ Restricted 14,924,000 14,290,000 634,000
U
nrestricted (66,363,000) (61,309,000) (5,054,000) Total Net Position 3,354,000$ 7,347,000$ (3,993,000)$ 4/12/2023

12 City of Bell
Government-Wide Summary (Continued)
For the Years Ended June 30, 2022 and 2021
2022 2021 Change
Expenses 39,088,000$ 31,052,000$ 8,036,000$
Program revenues 18,791,000 19,165,000 (374,000) Net Cost of Services (20,297,000) (11,887,000) (8,410,000) General Revenues 16,304,000 15,092,000 1,212,000 Change in Net Position (3,993,000)$ 3,205,000$ (7,198,000)$ 4/12/2023

13 City of Bell
General Fund Summary
Balance Sheet
As of June 30, 2022 and 2021
2022 2021 Change
Fund Balances:

Nonspendable 5,018,000$ 4,937,000$ 81,000$
Restricted 109,000 110,000 (1,000) Unassigned 18,153,000 17,290,000 863,000
Total Fund Balances 23,280,000$ 22,337,000$ 943,000$ 4/12/2023

14 City of Bell
General Fund Summary
Statement of Revenues, Expenditures,
and Changes in Fund Balance
For the Years Ended June 30, 2022 and 2021
2022 2021 Change
Revenues 17,030,000$ 15,907,000$ 1,123, 000$
Expenditures (17,569,000) (15,872,000) (1,697,000) Revenues over/(under) Expenditure (539,000) 35,000 (574,000) Ot
her Financing Sources 1,483,000 1,558,000 (75,000) Change in Fund Balance 944,000$ 1,593,000$ (649,000)$ 4/12/2023

15 City of Bell
CalPERS Plan
Misc Safety Total 2021
Total Pension Liability 44,808,000$ 83,514,000$ 128,322,000$ 124,713,000$ Fiduciary Net Position 34,784,000 64,568,000 99,352,000 83,578,000 Net Pension Liability 10,024,000$ 18,946,000$ 28,970,000$ 41,135,000$ Funding Ratio 77.63% 77.31% 77.42% 67.02%
Contribution Made 1,686,000$ 2,499,000$ 4,185,000$ 3,761,000$ 2022
4/12/2023

16 City of Bell
Other Postemployment Benefits (“OPEB”)
4/12/2023
2022 2021
Plan Total OPEB Liability 13,203,000$ 15,305,000$ Plan Fiduciary Net Position - -
Net OPEB Liability 13,203,000$ 15,305,000$
Funding Ratio 0.00% 0.00%
Contribution Made 676,000$ 667,000$

17 AUDIT RESULTS
4/12/2023

18 Audit Results
• Financial Statements
• Unmodified opinion
• Financial Statements are fairly presented in all material respects • Significant accounting policies have been consistently applied • Estimates are reasonable
• Disclosures are properly reflected in the financial statements • AU-C 265, C ommunicating Internal Control Related Matters Identified in an Audit
• Finding 2022-001 – Capi tal Asset Inventory Count
• Single Audit
• Unmodified opinion
• Finding 2022-002 – Pr ocurement, Suspension and Debarment 4/12/2023

HQ - ORANGE COUNTY
200 E. Sandpointe Avenue
Suite 600
Santa Ana, CA 92707

SAN DIEGO
4365 Executive Drive
Suite 710
San Diego, CA 92121

BAY AREA
2121 North California Blvd.

Suite 290
Walnut Creek, CA 94596

LAS VEGAS
1050 Indigo Drive
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Las Vegas, NV 89145

PHOENIX
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Suite 300
Phoenix, AZ 85016

https://opengov.com | 1
Order Number:

Created On:

Quote Expiration Date:

Subscription Start Date:

Subscription End Date:

Q006036
March 7, 2023
March 31, 2023
May 1, 2023
April 30, 2026
Prepared By:

Email:

Contract Term:

OpenGov Inc.
6525 Crown Blvd #41340
San Jose, CA 95160
United States
Andrew Kercado
[email protected]
36 Months
Customer Information
Customer:

Bill To/Ship To:

City of Bell, CA
6330 Pine Ave
Bell, CA US
Contact Name:

Email:

Phone:

Manuel Acosta
[email protected]
3235886211
Order Details
Billing Frequency: Annual Payment Terms: Net 30
SOFTWARE SERVICES:

Product / Service Start Date End Date Annual Fee
Citizen Services - Unlimited Service Areas & OpenGov Procurement Dashboards, eSignatures, Inspections, Multi-Approval Workflows - Unlimited Service Areas, Open Town Hall, Payment Collection, Public Portal, Transparency, Story Builder, Reporting & Analytics, Accounting & Finance Export, Flag Integration, ESRI ArcGIS, MAT / Assessor System, Premium Support May 1 , 2023 April 30, 2026 $71,254.00
Total Annual Fee $71,254.00
PROFESSIONAL SERVICES:

Product / Service Start Date Total Amount
Professional Services Deployment - Prepaid May 1, 2023 $79,365.00 Services Total Amount $79,365.00
Order Form Legal Terms
Welcome to OpenGov! Thanks for using our Software Services. This Order Form is entered into between OpenGov, Inc., with its principal place of business at PO Box 41340, San Jose, CA 95160 (“OpenGov”), and you, the entity identified above (“Customer”), as of the Effective Date. This Order Form includes and incorporates the OpenGov Software Services Agreement ("SSA") attached, or if no such SSA is attached, the SSA available at https://opengov.com/terms-of-service and the applicable Statement of Work ("SOW") incorporated herein in the event Professional Services are purchased. The Order Form, SSA and SOW shall hereafter be referred to as the "Agreement". Unless otherwise specified above, fees
for the Software Services and Professional Services shall be due and payable, in advance, on the Effective Date. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the terms in the Agreement to the exclusion of all other terms.

City of Bell, CA
Signature: \s1\
OpenGov, Inc.

Signature: \s2\
Name: \n1\
Title: \t1\
Sign Date: \d1\
Name: \n2\
Title: \t2\
Countersign Date: \d2\
Billing Date: Billing Amount:
$150,619.00 (Annual Software Fee + Professional Services) $71,254.00
$71,254.00
$74,816.70 (Optional Renewal)
$78,557.53 (Optional Renewal)
5/1/2023
5/1/2024
5/1/2025
5/1/2026
5/1/2027

Statement of Work
City of Bell, CA
Created by: Adam J. Weems
Creation Date: 07/19/2022
Document Number: DD-02273
Version Number: 3
Overview 2
Preamble 2
Methodology 3
Project Initiation 3
Best Practice Review 4
Configuration 4
Validation 4
Deploy 5
Project Completion 5
Project Schedule 5
Roles and Responsibilities 5
Roles and Responsibilities Matrix 5
Governance 8
Regular Communication Components 8
Commitment to Project Direction and Goals 9
Escalation Process 10
Process 10
Escalation Requirements 10
Documentation 11
General Project Commitments 11
Project Scope 12
OpenGov Reporting & Transparency Platform 12
OpenGov Reporting & Transparency Platform Project Deliverables 12 1

Project Tasks 12
Initiate 12
Best Practices 13
Configuration 13
Deploy 13
OpenGov Citizen Services Suite (CIT Suite) 14
CIT Suite Project Deliverables 14
Project Tasks 14
Initiate 14
Best Practice 15
Configuration 15
Validation 18
Deploy 19
Acceptance 19
Acceptance Process 19
Acceptance Requirements 20
Change Management 20

1. Overview

1.1. Preamble
This Statement of Work (“SOW”) identifies services that OpenGov, Inc. (“OpenGov” or “we”) will perform for City of Bell, CA (“Customer” or “you”) pursuant to that order for Professional Services entered into between OpenGov and the Customer (“Order Form”) which references the Software Services Agreement or other applicable agreement entered into by the parties (the “Agreement”).
● Customer’s use of the Professional Services are governed by the Agreement and not this SOW .
● Upon execution of the Order Form or other documentation referencing the SOW , this SOW shall be incorporated by reference into the Agreement. ● In the event of any inconsistency or con
flict between the terms and conditions of this
SOW and the Agreement, the terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise de fined herein,
capitalized terms used in this SOW shall have the meaning defined in the Agreement. ● This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party.
● openGov will be deployed as is, Customer has access to all functionality available in the current release.
2

2. Methodology
OpenGov’s deployment methodology, often referred to as the OpenGov Way (“OG Way”), delivers on OpenGov’s mission to power more effective and accountable governments. ’It is an innovative, modern, and iterative approach that leads our customers to successfully deploy our products and help them successfully achieve their vision. The OG Way differentiates itself in the market by its foundation of customer empowerment. We rely on our years of experience working with governments, leading in governments, and leveraging best practices from the public and private sector in order to coach our customers through the change management needed to leverage our best practices and quality software. This methodology requires a degree of focus and engagement to ensure collaboration between both parties to produce the desired results in a timely manner. We look forward to our partnership and can’t wait to show you how The OG Way will improve the way you do business and the services you’re able to provide to your citizens! Project Initiation
During project initiation, we will introduce project resources, review the products and services purchased,
finalize project timelines, and conduct the kickoff meeting. Both OpenGov and Customer are responsible for assigning their Project Managers for the project. We will hold a planning meeting to review all project documents OpenGov has received to date. We’ll also provide additional worksheets that need to be included. We’ll set-up meetings to
finalize the project plan and ensure there is a centralized location for 3

these documents to be stored for collaboration. Lastly, we’ll determine the date for the larger kickoff meeting and discuss the agenda for this critical meeting.

Best Practice Review
● OpenGov will provide your team with access to OG University and OpenGov’s Resource Center so that you can start learning.
● Provided checklists with samples of data and information that we’ll need completed.

We will obtain all data and integration information at this time in our standard format. ● We will review your agency-speci
fic documents to validate your business
requirements.
● We will then coach you on our best practices by showing you how our tool works in the most effective manner.
● Based on our best practices review, we’ll make solution recommendations based on our domain expertise.
● We’ll align with your team based on our understanding of your operating processes based on technical requirements and product functionality. ● We’ll review all data and integration requirements. A data map will be mutually agreed upon and signed off on by Customer.
● We'll present a solution document to be mutually agreed upon prior to starting the con
figuration.

Configuration
● We will set-up the base configuration based on the mutually agreed upon solution document.
● We will mutually configure the use cases based on the mutually agreed upon solution document.
● We will migrate your data based on our mutually agreed upon data map.

Validation
● Review the completed work performed during configuration. ● The appropriate members of the Customer project team will confirm that the solution has been configured correctly based on the solution and data mapping documents by testing the use of the solution.
● Training will be provided based on the selected package, or as set forth herein. ● Any items that were configured or migrated incorrectly based on the data map and solution document will be tracked via an issue log. We will work with your team to identify deployment critical issues that will be worked out prior to launch. If the item is not included in the mutually agreed upon data map and solution document, a 4

mutually agreed upon change order will be discussed as defined in Section 10 Change Management of this SOW .
● The exit criteria for this phase is the sign off by the Customer’s Project Manager of the configuration based on the mutually agreed upon solution and data map as defined in Section 9 Acceptance of this SOW .

Deploy
● The solution is usable by Customer.

Project Completion
● Customer is sent a project acceptance form to sign as de fined in Section 9 Acceptance of this SOW .
● Customer will be asked to respond to a brief survey to provide feedback about the experience.
● Customer is introduced to Customer Support and educated on how to engage with customer support based on Customer’s procured package.

3. Project Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless speci
fically noted, the OpenGov assigned project manager (as identified below or such alternate designated by OpenGov, the “OpenGov Project Manager”) will work with Customer Project Manager to develop the project schedule for all requested deliverables under this SOW . OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/or Customer resources, and the timeliness of deliverables provided by the Customer.

4. Roles and Responsibilities

4.1. Roles and Responsibilities Matrix
OpenGov
Role Role Description
Executive Sponsor
(“ES”)
Responsible for ensuring alignment on project value proposition and vision. Escalation point for Customer Executive Sponsor to 5

mitigate any risks that the project team cannot resolve. Executive Sponsor attends monthly (or other frequency) executive
meetings to review deployment status, documented issue list, status and closure summary.

Project Manager
(“PM”)
Responsible for the delivery of the professional services based upon the agreed upon contract and SOW within the budgeted hours and timeframe. Ensures the project is properly forecasted, assigns tasks/resources, and tracks toward project completion.

Holds executive steering committee meetings and/or quarterly business reviews as appropriate to ensure project issues are properly escalated and success is achieved. Facilitates the transition to support.

Analyst (“IA”) Responsible for helping Customer configure OpenGov’s product suites as assigned. The Analyst is the primary consultant, guiding Customer through configuration working sessions to put together successful workflows.

Subject Matter
Expert (“SME”)
OpenGov Subject Matter Experts (“SMEs”) will engage in
strategy, design, and execution discussions internally and with Customer during the deployment. The SME has a specific area of expertise, and depending on the scope of the project more than one SME may engage. The SME will not be on all working
sessions, but will be involved per the direction of the OpenGov Project Manager.

Integration Engineer
(“IE”)
Responsible for migrations, conversions, and integrations as assigned. Responsible for providing clear direction on
specifications to ensure proper delivery of migration,
conversions, and integrations. Clear data mapping and data validation to be provided with customer sign-offs obtained by the OpenGov Project Manager.

Account Executive
(“AE”)
The Account Executive is responsible for the sales cycle. Aligning on program vision, value proposition, and contract terms. The Account Executive will facilitate project kickoff along with the OpenGov Project Manager. The Account Executive will be
engaged with the customer throughout their journey with OpenGov, post-deployment and beyond.

Customer Manager
(“CM”)
The Customer Manager (“CM”) is the primary customer
relationship holder post-Deploy. The “Air Traffic Controller” or “Quarterback” of OpenGov resources with focus on long term success of Customer’s partnership with OpenGov. The CM will engage with Customer to discuss adoption strategy and conduct 6

periodic reviews to ensure Customer’s key stakeholders
understand all OpenGov offerings and how they align to key Customer priorities. The CM will be introduced at deployment kick-off, but will not be an active participant in deployment working sessions. As the deployment approaches closure, the CM's engagement will ramp-up, and the OpenGov Project
Manager to CM meeting with Customer will occur prior to Project Completion.

Customer
Role Role Description
Budget Owner (“BO”) The Customer Budget Owner commits the funds to the project deployment, assesses the value to the cost (ROI), and approves changes orders. In some cases, the Budget Owner and Executive Sponsor are the same person.

Executive Sponsor
(“ES”)
Responsible for ensuring Customer team is aligned to core project value proposition and goals. Able to intervene if the project goes off track, and has ability to make decisions on timeline and budget when decisions are stalled. The Executive Sponsor is not expected to regularly attend deployment working sessions. Executive Sponsors, attend monthly (or other
frequency) executive meetings to review deployment status, documented issue list, status and closure summary.

Project Manager
(“PM”)
Serves as the primary contact for OpenGov Project Initiation, Best Practice Review, Configuration, Validation, Deploy, Project Completion. Coordinates meetings and schedules. Controls communication between the Customer and OpenGov project
teams.

Project Lead (“PL ”) Is an internal SME in the functional area of deployment. Attends working sessions, trainings, and responsible for reviewing configurations. Primary OpenGov counterpart will be the
Analyst.

Data and
SystemsLead (“DSL ”)
Responsible for mapping out data infrastructure and validating migration, conversion, integration requirements. Someone who is able to connect OpenGov team with any of Customer’s
third-party data sources and vendors as needed to fulfill SOW requirements.
7

5. Governance
Project Governance provides the foundation and framework to manage deployments by assessing progress and addressing questions and challenges during the course of deployment. OpenGov follows three guiding principles for governance to maximize the deployment value with our customers:
● Regular communication aligned to the agreed upon project plan and timing will occur. OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, as we can only address items when known. ● Executive involvementis expected from both OpenGov and Customer. Not only may Executives be called upon to clarify expectations and/or confusion, but also to steer strategic items to maximize the value through the deployment. ● Commitment to the directionoutlined in this SOW and critical assessment change orders to ensure they drive value.

5.1. Regular Communication Components
Meeting
Frequency Purpose Participants
OpenGov Customer
Quarterly
Management
Review
(“QMR”)
Engagement
Review
Quarterly Overview of
Program Status,
Value Realization,
trends, savings
reports, program
improvement,
technology, and
discuss program
adjustments

PM, ES,
others as
necessary

PM, PL,
ES, others
as
necessary
Statement
Committee
Bi-Annually Review of
milestones per
commercial
agreement, review
budget and fiscal
matters.

Discuss strategic

PM, ES,
AE, CM
PM, BO.

ES
8

direction from
deployment,
alignment of
OpenGov with
Customer’s 3-year
roadmap, evaluate
potential shift in
strategy and
impact to
relationship
Executive Sponsor Meeting Monthly /
Bi-Monthly
Discuss
deployment:
- Strategic
impacts: timing,
scope, process
- Value prop
changes,
confusion
- Project specific:
items that need
guidance, support
and/or clarity

PM, ES,
plus
others as
necessary

PM, ES,
plus
others as
necessary
Weekly Deployment Updates Weekly Summary of
project actions
against project
plan.

Risks and
achievements
highlighted in
addition to asks of
leadership.

Project
T eam +
ES(s)
Project
T eam +
ES(s)

5.2. Commitment to Project Direction and Goals
This SOW is the direction agreed upon by Customer and OpenGov. Transparency of the plan is paramount for our Customers to attain the value the SOW or any subsequent change order outlines.
9

Should direction of the deployment become disconnected, OpenGov and Customer Project Managers will outline the gaps as they understand them and communicate the gaps to their respective Executive Sponsor(s) (or Project T eams) for discussion and resolution.

The communication path for this engagement will be outlined in the kick off meeting, documenting both phone numbers and email. The general path is:

OpenGov Project Manager → Professional Services Sr. Manager / SVP → Executive Sponsor

6. Escalation Process
The purpose of this section is to de
fine the escalation process, should it be needed, to
support closing issues that are raised, discussed to move forward with the deployment.

OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation.

6.1. Process
● Identi
fication of an issue impeding deployment progress, outcome or capturing the value proposition, that is not acceptable.
● Customer or OpenGov Project Manager summarizes the problem statement and impasse.
● Customer and OpenGov Project Managers will outline solution, acceptance or schedule Executive review in accordance with SLA as de
fined in Section 7 General
Project Assumptions.
● Resolution will be documented and signed off following Executive review in accordance with SLA as de
fined in Section 7 General Project Assumptions.

6.2. Escalation Requirements
● OpenGov and Customer Project Managers will summarize the impasse and recommendation to present at scheduled or ad hoc executive meetings. Unless otherwise noted in this SOW , Customer Project Manager can approve how hours are used, but not where funding is required.
● Executive Sponsors attend monthly (or other frequency) executive meetings to review deployment status, documented issue list, status, and closure summary. ● Steering Committees, where applicable, will be the arbitrator to direction and issue closure. Unless otherwise noted in this SOW , the Customer Executive Sponsor must approve change orders that result in additional cost.
● Customer or OpenGov Subject Matter Experts may be requested to provide input to the issue and assist in closure. Both Customer and OpenGov will make best effort to enable those Subject Matter Experts to be available and participate. 10

6.3. Documentation
● Issue Escalation: Problem Statement with clear impact to the deployment and/or engagement.
● Acceptance Document: Which will include any change order(s) or other process adjustments required and summary of the resolution.
● Notes from Project Meetings, Executive Reviews, and Steering Committee meetings, as appropriate.

7. General Project Commitments
OpenGov is excited to work with Customer on the implementation of our OpenGov ERP Cloud. In order to ensure we are able to meet the project timeline and ensure Customer is successful in this implementation, OpenGov asks that Customer abide by the General Assumptions detailed in this SOW .
● This SOW is limited to the Implementation of the OpenGov Cloud as de fined
in the Project Scope. Any additional services or support will be considered out of scope.
● Customer will commit and provide access to all necessary stakeholders and subject matter experts, and other key parties whose roles are de fined in
Section 4.1, necessary to the successful implementation of the OpenGov ERP Cloud as de
fined in this SOW .
● Customer is responsible for internal change management associated with the purchase of new software.
● Response Protocol
○ OpenGov and Customer commit to responding to inquiries, updates, or any other project-related matters in no more than 10 business days throughout the course of this project. If Customer is delayed in its response, Customer acknowledges that: a) the delay may impact the project schedule; and b) any fees for Professional Services due to OpenGov after such delay shall become due and OpenGov may invoice Customer for such prepayment.
○ As set forth in Section 6.1(e) of the Agreement, if extended delays in Customer responsiveness are encountered, OpenGov may opt to put the project into an "On Hold" status, which includes causing OpenGov to stop or cause to be stopped the Professional Services to be provided to the Customer, until the Customer has ful
filled its
obligations set forth in the On Hold Notice as described in the Agreement.
11

○ The Professional Services will be provided during regular business hours (8am to 6pm Pacific Time) Monday through Friday (holidays excluded).
● SOW Expiration:
○ This SOW is valid for up to 90 days from the Creation Date, or as agreed to in writing by OpenGov and Customer.

8. Project Scope

8.1. OpenGov Reporting & Transparency Platform

8.1.1. OpenGov Reporting & Transparency Platform Project Deliverables
Deliverable Description
OpenGov
Reporting &
Transparency
Platform
Cloud based Reporting & Transparency Platform that includes:
● Stories
● Reporting
● Dashboards
● Transparency Portal

8.1.2. Project T asks
The tasks listed below are required for OpenGov and Customer to successfully complete the OpenGov Reporting & Transparency Platform implementation.

8.1.2.1. Initiate
Functionality Description
Provisioning
R&T Platform
OpenGov will provision Customer’s OpenGov entity and verify Customer has access to all purchased modules.

OpenGov
University
Platform
Training
OpenGov will provide access to OpenGov University online training courses intended to teach users on the basics of the Reporting & Transparency Platform.

Stories
Examples
OpenGov will build out an example of a Story:
● One standard story based on available templates in OpenGov. 12

8.1.2.2. Best Practices
Functionality Description
Overview of
Best Practice
OpenGov assesses and identifies how best to configure and map data to ensure success based on materials provided by Customer.

Stories Review The Implementation Analyst will conduct a review of the examples created.

Solution
Document
OpenGov will present a solution document to be mutually agreed upon prior to beginning configuration.

8.1.2.3. Con figuration
Functionality Description
OpenGov
Reports
OpenGov will:
● Train Customer on uploading datasets to the Reporting and Transparency platform for the purposes of creating reports and saved views

8.1.2.4. Deploy
Functionality Description
Training
Stories
OpenGov will review configured story and train Customer on how to:
● Create new stories
● Update/Maintain current stories
● Publish internally and externally
Training
OpenGov
Reports
OpenGov will review configured OpenGov reports.

OpenGov will train Customer on report:
● Configuration
● Update/Maintenance
● Publishing internally and externally
Training
Dashboards
OpenGov will review configured Dashboards
OpenGov will train Customer on Dashboard:
● Configuration
● Update/Maintenance
● Publishing internally and externally
13

Platform
Training
OpenGov will train Customer on Platform maintenance::
● Users
● Uploading data
Sign Off Customer will sign off that they have:
● Configured Story
● Configured OpenGov reports
● Configured Dashboard
● Been trained on Stories, OpenGov reports, Dashboards

8.2. OpenGov Citizen Services Suite (CIT Suite)

8.2.1. CIT Suite Project Deliverables
Functionality Description
CIT Suite Cloud based Permit, Licensing, Code Enforcement software to include ● 9 Record Type(s) (forms, document templates, fee schedules, workflows) built by OpenGov
● CIT System Training
● Configuration Training
● Internal user Training
● Migrations and Integrations

8.2.2. Project T asks
The tasks listed below are required for OpenGov and Customer to successfully complete the OpenGov CIT Suite implementation.

8.2.2.1. Initiate
Functionality Description
Creating
Environment
OpenGov will provision a CIT environment and FTP site. Customer system administrator will be added to the environment following contract signing and creation.

Documentation
Receipt
Customer will provide OpenGov with:
● Existing application forms
● Current workflows
● Gathering all existing supporting documentation
14

System Training During the CIT System Configuration, OpenGov will provide System Training designed for system administrators, which will include:
● How to create and customize the public portal in CIT
● How to create and customize CIT record types (forms, document templates, fee schedules, workflows)
● How to set up inspections in CIT
● How to create datasets in CIT
● The basic functions of any integrations or other customizations included in the SOW
● How to export a dataset from the app

8.2.2.2. Best Practice
Functionality Description
Overview of
Best Practice
OpenGov assesses and identifies how best to configure and map data to ensure success based on materials provided by Customer.

Customer
Inputs
OpenGov will share what is needed to obtain from Customer and why the information drives a successful outcome.

Discuss
Recommended
Process
Versus Current
Process
OpenGov will review department specific documents. Coach the Customer on Best Practice application. OpenGov will make solution recommendations based on our domain expertise.

Solution
Document
OpenGov will present a solution document to be mutually agreed upon prior to beginning configuration.

8.2.2.3. Con figuration
Functionality Description
Record Type
Configuration
(OpenGov -
Standard)
OpenGov will configure up to 9 standard record type drafts of Customer’s record types in the CIT system.

Along with Customer input OpenGov will be responsible for building:
● Customer Application Forms
● Customer Workflow
● Output Documents
● Adding in Customer Fees
15

OpenGov will hold working sessions* between the OpenGov and Customer for the purpose of validating, reviewing, and iterating upon draft record types configuration.
*Working
Session
All working sessions will focus on:
● Forms
● Workflows
● Fee structures
● Attachment requirements
● Permit/license/letter templates
● User access
● Renewal processes
● Inspection checklists
● Public portal
Record Type
Configuration
Training
Sessions
OpenGov will provide 4, 60-minute configuration training sessions to enable Customer to own configuration of their remaining Record Types. ● Sessions will focus on:
○ Hands-on training for building, configuring, and
maintaining Record Types in CIT .
○ Best practice recommendations on Record Type:
■ Building
■ Configuring
■ Maintenance
At the end of configuration training sessions, Customer will be responsible for maintenance and configuration of all Record Types.

Migrations and Integrations
Functionality Description
Historical Data
Migration -
Historical Data
Record Type
Non-Form Field
Mapping
OpenGov will scope, format, and script data from Customer's Springbrook export to the CIT suite.
● Resulting migration script provides an initial load of data into the CIT suite.
● Just prior to Deploy, after Customer acceptance, OpenGov will re-run the migration with the latest data.
● Dependant on having an MA T migration
Data migration includes:
● Applicant data
● Location information (Records will only be linked to locations if an ID, MBL, or other logical link is provided to match up to the Customer's address integration)
16

● Fees and payments (will be migrated as form data)
● Inspections (will be migrated as form data)
● Contractors, work description and other Form Data
● Other multi-entry form data
● Grouping of records under project names
Data Migration and File Requirements:
● OpenGov will accept:
○ T ext Delimited File (i.e. CSV)
○ Excel (.xlxs file)
● OpenGov will not accept:
○ Non-relational database
All other databases require additional scoping and may not work Data migration does not include:
● Cleaning of any corrupted data
● Creation and linking of applicant accounts
● Integration of historical fees and payments into workflow or financial reports.
● Logs of permit changes
● Migration of any data into the workflow (i.e. pending or completed sign-offs, fee steps, document issuance, inspections). ● Permit attachments
● Import of contractor database
● Hierarchical relationships between records
Document
Migrations
OpenGov will import documents attached to either migrated permits or locations provided through a Master Address Table (MA T) integration. ● Requirement:
○ Dependent on having a Historical Migration and/or MA T Integration
○ Customer must provide a single file (Excel, CSV , etc) with one row per document, with a unique identifier for the
related permit or location, and the file's physical location (a file path or URL).
○ Customer will need to either provide a copy of the files or grant CIT access to the file locations in order to migrate them.
○ The folder structure of the documents provided must
reflect the paths provided in the file.
○ Data cleanup/correction is not included
Recurring
Master Address
OpenGov will import the Customer’s location information from your Master Address Table (MA T) file (CSV) into CIT .
17

T able (MA T)
Import Customer will provide a clean MA T including all of the community's location information. It must contain the parcel properties latitude/longitude coordinates, and at least 1 unique ID field. The unique ID can never change. OpenGov does not take responsibility for 'dirty' data.

ESRI ArcGIS
Server
Integration
OpenGov will integrate the CIT suite with the Customer’s ArcGIS Server.

Customer is responsible for providing a publicly-accessible secure ESRI REST API URL.

Note: WFS link will not suffice
File Flag
Integration (per
file)
OpenGov will enable File Flag Integration:
● Import a list of flags into the CIT suite. Flags can be provided in separate files, or as additional columns in their Master Address Table (MA T).
● If providing a file, it must be tied back to the MA T by the unique identifier
● Customer will provide 1 number of files to OpenGov.

Dependent upon the Master Address Table
GIS Flag
Integration
OpenGov will enable GIS Flag Integration:
● Import a list of flags into the CIT suite. Flags can be provided either on the Parcel Layer or other layer on the GIS Server through the ESRI REST API URL.
● Layers must be configured as a polygon--polylines and points are not supported in this integration.

Dependent upon Master Address Table and ESRI ArcGIS Server Integration
Accounting &
Finance Export
For a financial export, Customer will provide OpenGov the required format and a sample document.

OpenGov will export the data based on the required format and put the files onto Customer’s FTP as often as nightly
State Contractor
Integration
Allow for dynamic search within the application form to auto-populate a set of form fields. Data will be managed by the State of California.

OpenGov will integrate the CIT suite with the California licensed professional dataset for use within the CIT platform and refreshed daily/weekly.

Autofills
18

Premium Allow for dynamic search within the application form to auto-populate a set of form fields.
● Premium autofill is used for data managed by Customer through a flat file.
● Data sets larger than 100k rows are allowed.
● Premium Azure search, and can be updated as often as nightly.

Standard Allow for dynamic search within the application form to auto-populate a set of form fields.
● Standard autofill is used for data managed by Customer through a flat file.
● Data must be fewer than 100k rows
● Can be updated as often as quarterly.

Internal Allow for dynamic search within the application form to auto-populate a set of form fields.
● Internal autofill is used for data managed within CIT --connecting one Record Type to another.

8.2.2.4. Validation
Functionality Description
Confirmation Customer confirms OpenGov has created 9 Record Types.

User Acceptance
T esting (admin)
OpenGov will require Customer to validate
● Application is working as intended
○ Internal processes and or workflows
○ Front End processes (Public views)
● The administrator knows how to:
○ Make changes
○ Troubleshoot problems
○ Create or configure new Record Types

8.2.2.5. Deploy
Functionality Description
Internal User
Training
OpenGov will provide 4, two-hour training sessions designed for Internal Users such as Inspectors or Intake Review staff. ● Internal Users are trained to:
19

○ Understand how to use the system to complete the tasks needed perform their roles/responsibilities
○ Understand the functionality and workflow of the
Permitting, Licensing or Code Enforcement process.
○ Build reports in Citizen Services Explorer Module.

Sign Off Customer to complete OpenGov-provided sign off document Customer will provide written approval that Administrator can:
● Build/Configure
● Troubleshoot
● Maintain
Customer will provide written approval that Internal Users:
● Have been trained on:
○ Functionality
○ Tasks needed to perform their roles/responsibilities

9. Acceptance

9.1. Acceptance Process
All Deliverables require acceptance from the Customer Project Manager(s) following the completion of Deliverables and upon Project Closure. Customer is responsible for conducting any additional review or testing of such Deliverable pursuant to any applicable mutually agreed upon acceptance criteria agreed upon by the parties for such Deliverable.

Upon completion of these phases, the OpenGov Project Manager shall notify the Customer Project Manager(s) and provide the necessary documents for review and sign off.

The following process will be used for accepting or acknowledging Deliverables and Project Closure:
● OpenGov shall submit the completed Deliverables to Customer to review or test against the applicable acceptance criteria. Customer shall notify OpenGov promptly of its acceptance or rejection in accordance with the agreed upon acceptance criteria.
● Customer must accept all Deliverables that meet the applicable acceptance criteria.

OpenGov Project Manager will provide the Customer Project Manager with the OpenGov Acceptance form to sign off on the Deliverable and project.Once all Deliverables required to meet a particular phase have been accepted or are deemed accepted, the phase shall be deemed complete.
● Upon completion of the phase or project, OpenGov allows Customer 10 business days to communicate that the particular Deliverable(s) does not meet Customer’s requirements. Failure to communicate that the particular Deliverable(s) does not 20

meet Customer’s requirements will be deemed as acceptance and any further work provided to remedy Customer’s complaint might incur additional cost. ● Customer shall provide to OpenGov a written notice detailing the reasons for rejection and the nature of the failure to meet the acceptance criteria. OpenGov shall make best effort to revise the non-conforming Deliverable(s) to meet the acceptance criteria and re-submit it to Customer for further review and testing. ● If the acceptance form is not received in accordance with Section 7 General Project Assumptions, the project phase and/or project will be considered accepted and automatically closed.

9.2. Acceptance Requirements
● All acceptance milestones and associated review periods will be tracked on the project plan.
● The Customer Project Manager will have decision authority to approve/reject all project Deliverables, Phase Acceptance and Project Acceptance. ● Any open issues shall receive a response in accordance with Section 7 General Assumptions of this SOW following the Validation Acceptance review, or as mutually agreed upon between the parties, for resolution prior to advancing on in the project. ● Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the project. ● For any tasks not yet complete, OpenGov and/or Customer will provide suf ficient
resources to expedite completion of tasks to prevent negatively impacting the project.

10. Change Management
This SOW and related efforts are based on the information provided and gathered by OpenGov. Customer acknowledges that changes to the scope may require additional effort or time, resulting in additional cost. Any change to scope must be agreed to in writing or email, by both Customer and OpenGov, and documented as such via a:
● Change Order - Work that is added to or deleted from the original scope of this SOW .

Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include:
○ Timeline for completion
○ Sign off process
○ Cost of change and Invoice timing
21

○ Signed by OpenGov and Customer Executives approving funds.

Change documentation will be mutually agreed upon as defined in Section 7 General Assumptions of this SOW . Should that not occur, the change will be added to the next Executive Sponsor agenda for closure.

Example of changes that might arise during a deployment:
● Amending the SOW to correct an error.
● Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov.
● Change in type of OpenGov resources to support the SOW . 22

OPENGOV SOFTWARE SERVICES AGREEMENT

01135.0001/853443.1
Rev. 2018.01_210428_Bell

OPENGOV SOFTWARE SERVICES AGREEMENT

This Software Services Agreement (this “Agreement”) is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 6525 Crown Blvd #41340, San Jose, CA 95160 (“OpenGov”) and the customer listed on the signature block below (“Customer”), as of the date of last signature below (the “Effective Date”). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services.

1. DEFINITIONS
“ Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record). Customer Data shall not include any confidential personally identifiable information.
“Documentation” means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com.
“ Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums.
“ Initial Term” means the initial license term specified in number of years on the Order Form, commencing on the Effective Date.
“ Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
“ Order Form ” means OpenGov’s Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties.
“ Renewal Term” means each additional renewal period, which shall be for a one (1) year period as specified in Section 7.2.

2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES

2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer (“Software Services”).

2.2 Support & Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.

2.3 Professional Services.
(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described in a statement of work (“SOW”) agreed to by the parties (the “Professional Services”). Unless otherwise specified in the SOW, any pre-paid Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre -paid Professional Services Fees shall be forfeited.
(b) Unless the SOW provides otherwise, all reasonable travel expenses, pre -approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses

OPENGOV SOFTWARE SERVICES AGREEMENT

01135.0001/853443.1
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include cost of coach airfare travel round trip from the individual’s location to Customer's location, reasonable hotel accommodations, ground transportation and meals.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform.

3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov.

4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA

4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov hereby grants to Customer a non- exclusive, royalty-free license during the Term to use the Software Services.

4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners (which include, without limitation the hosting providers of the Software Services) to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis (“ Insights”), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable.

4.3 Access to Customer Data . Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer.

4.4 Feedback. Customer hereby grants to OpenGov a non -exclusive, royal ty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback.

OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on o r derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications.

5. CONFIDENTIALITY

5.1 Each party (the “Receiving Party”) agrees not to disclose any Confidential Information of the other party (the “Disclosing Party”) without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.

OPENGOV SOFTWARE SERVICES AGREEMENT

01135.0001/853443.1
Rev. 2018.01_210428_Bell

5.2 “ Confidential Information " means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the c ircumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation.

5.3 Notwithstanding the foregoing, “Confidential Information” does not include: (a) “ Public Data,” which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

6. PAYMENT OF FEES

6.1 Fees; Invoicing; Payment; Expenses.
(a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term (“Software Services Fees”) and the fees for Professional Services (“Professional Services Fees”) are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as “Fees”. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, (i) all obligations to pay Fees are non- cancelable and all payments are non-refundable except for as provided herein, (ii) Customer must pay all Fees due under all Order Forms and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer’s designated billing contact); (iii) the Software Service Fee shall be due annually in advance, and (iv) Customer must make all payments without setoffs, withholdings or deductions of any kind.

(b) Annual Software Maintenance Price Adjustment . OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term.

(c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form.

(d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre-approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty (30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice.
(e) Customer Delays; On Hold Fee.

I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov shall promptly, but in no event more than thirty (30) days from the date of such determination deliver to Customer a notice (an “On Hold Notice”) that (A) designates the Professional Services to be provided to the Customer as “On Hold”, (B) detail Customer’s obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and (C) specify the Customer shall be invoiced for lost time in production (e.g. delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year Software Service Fee (the “On Hold Fee”).

II. Effects of On Hold Notice. Upon issuing an On Hold Notice, OpenGov shall be entitled, without penalty, to (A) reallocate resources otherwise reserved for the performance of the Professional Services, and (B) stop or caused to be stopped the Professional Services to be provided to the Customer until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the “On Hold” status, only

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upon Customer’s fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Fee. Upon Customer’s fulfillment of its obligations in the On Hold Notice, OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6) weeks, depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Cus tomer’s failure to complete Customer’s responsibilities or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW.

6.2 Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer’s account remains delinqu ent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Sof tware Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in accordance with Section 7. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency.

6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.

7. TERM & TERMINATION

7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form, March 15, 2026, (the “Initial Term”) unless sooner terminated pursuant to Section 7.3 below.

7.2 Renewal. The Customer may in its sole and absolute discretion extend the term of this Agreement for two (2) additional one (1) year terms as specified in the Order Form. Each such one (1) year term shall be the “Renewal Term”. The Initial Term together with the Renewal Term shall be the “Term”. Unless Customer provides at least sixty (60) days’ notice of non -renewal prior to the expiration of the Initial Term or each Renewal Term, the Term shall be extended for the subsequent Renewal Term.

7.3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non -payment), the non-breaching party may terminate this Agreement. Additionally, Customer may terminate this Agreement, upon providing at least ninety (90) days’ notice prior to the annual anniversary date of the Agreement ("Anniversary Date") upon the occurrence of an Event of Nonappropriation as defined below. An " Event of Nonappropriation" occurs when prior to each Anniversary Date: a) Customer uses all efforts that are lawful and within Customer's official power, to secure the appropriate funds for the next year's Fees, including indicating the Software Services serve an essential purpose to Customer; and b) Customer has not acquired, used or issued a proposal for similar products or services during this period or has not hired any third party or allowed its own employees to use other services in place of the Software Services. Customer shall permit OpenGov to assist with the efforts in a) above, including providing OpenGov with direct access to Customer's applicable appropriations team.

7.4 Effect of Termination.

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(a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section

7.1: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party’s option, destroy all Confidential Information of the other party in its possession.

(b) Deletion of Customer Data . Unless otherwise requested pursuant to this Section 7.4(b), upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement. Such request must be addressed to “OpenGov Vice President, Customer Success” at OpenG ov’s address for notice described at Section 10.

7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1 By OpenGov.
(a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer’s exclusive remedy and OpenGov’s entire liability will be the re -performance of the applicable services. If OpenGov is unable to re -perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety (90) days of performance of such work in order to receive such warranty remedies.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized u nder this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error -free. Any claim submitted under this Section 8.1(b) must be submitted in writing to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre- paid, unused portion of the Fee for such Software Services.

8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov’s use of the Customer Data pur suant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.

8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIE D WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 By Type . NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT

MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LO SS OF BUSINESS; (B) FOR ANY

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INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.2 By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY

CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY

CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and (c) either party’s unauthorized use, distribution, or disclosure of the other party’s intellectual property.

9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.

10. MISCELLANEOUS

10.1 Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in connection with OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov.

10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone communications. However, for notices, including legal notices, required by the Agreement (in Sections where the word “notice” appears) the parties must communicate more formally in a writing given by personal delivery, by pre- paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section).

10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer.

10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

10.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.

10.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no third-party beneficiaries to this Agreement.

10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through pur chase,

OPENGOV SOFTWARE SERVICES AGREEMENT

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merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party’s permitted assigns and successors.

10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.

10.9 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispu te, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in Los Angeles County, California, and the parties hereby submit to the personal jurisdiction and venue therein.

10.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

OPENGOV SOFTWARE SERVICES AGREEMENT

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Signatures

Customer: City of Bell, CA OPENGOV, INC.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

[SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT]

Minutes of the
Bell City Council and Related Agencies
April 12, 2023

MINUTES OF THE REGULAR JOINT MEETING OF THE
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/Bell Public Finance Authority A
pril 12, 2023
6 :00 P.M. Closed Session
7:00 P.M. Regular Meeting
Locat
ion: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

M
ayor Arroyo called the closed session meeting to order at 6:10 p.m.

R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Quintana, Romero, Saleh, Gallardo and Arroyo P
RESENT: Councilmembers Quintana, Romero, Vice-Mayor Gallardo and Mayor Arroyo A
BSENT: Councilmember Saleh*
* C
ouncilmember Saleh arrived at ______
S
taff Present: City Manager Michael L. Antwine II, City Attorney Dave Aleshire, Human Resources and Risk Manager Sergio Ibarra, and Community Development Director Manuel Acosta.

C
ommunications from the Public on Closed Session Items
Thi
s is the time for members of the public to address the City Council and related Authorities and Agencies only on items that are listed under Closed Session.

S
eeing no speakers, Mayor Arroyo closed the public comment.

C
ity Attorney Dave Aleshire requested to add the following two items to closed session:

1. A
nticipated Litigation – One Case

2. C
onference with Legal Counsel – Existing Litigation, Government Code Section 54956.
9(d)(1), Mark Sanchez Vs City of Bell, (WCAB-# ADJ14248214) I
t was moved by Vice- Mayor Gallardo to add the above items to closed session. Motion was

MEETING WILL BE HELD IN-PERSON AT THE BELL COMMUNITY CENTER PUBLIC COMMENT: If you wish to make a comment on items listed on the agenda, you may attend the meeting in- person at Bell Community Center. Please complete a Request to Speak Card available in the location and wait until the mayor calls you to approach the podium. Please clearly state your name and address and proceed to make your comments .

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, April 26, 2023. Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

The meeting will be recorded and live streamed on the City’s website at http://www.cityofbell.org/?NavID=101 AGENDA ITEM 8

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 4-0-0-1
AYES: Councilmembers Quintana, Romero, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: Councilmember Saleh
M
otion Passed.

City Council recessed to closed session at 6:10 p.m.

The C
ity Council and the related Authorities and Agencies will recess to closed session to confer with legal counsel regarding the following matters:
a) P
ublic Employee Appointment (Government Code Section 54957 (b)) T
itle: Interim Public Works Director
b) C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 5320 Gage Avenue, Bell CA 90201
Agency negotiators: Michael Antwine (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
U
nder negotiation: Price and Terms of Payment
M
ayor Arroyo reconvened the Regular City Council Meeting at 7:13 p.m.

C
all to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Quintana, Romero, Saleh, Gallardo and Arroyo P
RESENT: Councilmembers Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo (4) A
BSENT: Councilmember Quintana* (1)
*
Councilmember Quintana arrived at 7:18 p.m.

A
lso present were the following staff members: City Manager Michael L. Antwine II, Chief of Police Carlos Islas; City Attorney Dave Aleshire; City Engineer Bill Pagett; Deputy City Attorney Rey Alfonso; Community Development Director Manuel Acosta; Economic Specialist Valentin Flores; Management Aide Martin Rodriguez; Interim Finance Director Rickey Manbahal; Community Services Director Janine Andrade; Public Works Manager Gabino Luna; and Human Resources and Risk Manager Sergio Ibarra.

P
ledge of Allegiance was led by Miah Briseis Rodriguez.

C
ity Attorney Report
Cit
y Attorney Dave Aleshire reported out the following from closed session: Item a) Interview was held, no reportable action taken. Item b) a status report was given; no action was taken. Item c) regarding the Mark Sanchez case, direction was given to the city’s negotiator. Item d) regarding the one anticipated litigation case was not discussed.

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
Presentations and Recognitions
a. Ch
ief Islas introduced Sergeant Jonathan Walker who then presented the “10851” Stolen Vehicle Award from the California Highway Patrol to Bell Police Officers Carlos Serna, and Christopher Zamora, and Detective Avila. b. P
roclamation declaring April 2023 as National Arab American Heritage Month was read by Councilmember Saleh.
c. P
roclamation declaring April 2023 as DMV/Donate Life Month was introduced by Mayor Arroyo. Ms. Eva Perez accepted the proclamation on behalf of her son who was an organ donor.
d. M
ayor Arroyo presented the certificates of recognition to the Southeast Community Development Corporation Robotics Team. Ms. Emma Hernandez gave a speech and thanked the Council for the recognition. e. P
roclamation Recognizing April 21, 2023 as National Day of Silence was read by Councilmember Quintana
f. A
nnual Comprehensive Financial Report (ACFR) Presentation was given by th e C
ity’s Audit Firm, The Pun Group Accountants & Advisors – Kenneth Pun, Partner
C
ommunications from the Public
The f
ollowing members of the public addressed the City Council and related Authorities and Agencies on items that are on the agenda and on non- agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies: Luis Mesa (in- person), Pablo Sifuentes (via email), Planet Bids President Arpie Zavian (via email), Roger Ramirez (via email), Edwin Gonzalez (via email), and SELA Art Center (via email).

M
ayor and City Council Communications
P
ursuant to Assembly Bill 1234, this is the time and place to provide a brief report on meetings, seminars and conferences attended by the Mayor and City Councilmembers.

C
ouncilmember Quintana made a comment.

Councilmember Romero made a comment.

Vice-Mayor Gallardo made a comment.

Mayor Arroyo made a comment.

C
ity Manager Report
I
n this portion of the agenda, the City Manager will provide a brief report on items of interest to the City Council and/or the community. No report given.

B
usiness Session

1. A
pprove Amendment No. 3 with The Pun Group Accountants & Advisors, for Auditing Services. (Council)
R
ecommendation: It is recommended that the City Council approve Amendment No. 3 with

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
The Pun Group Accountants & Advisors for Auditing Services for one additional year from July 1, 2023, to June 30, 2024.

Interim Finance Director Ricky Manbahal provided a report on the item.

A brief discussion ensued amongst the Council and staff.

Councilmember Quintana made a motion to approve agenda item no. 1, as recommended.

Motion was seconded by Vice-Mayor Gallardo which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

2. Authorization to enter negotiations with OpenGov, Inc. for the Purchase of Online Permitting and Plan Check, Procurement, and other related city services. (City Council)

Recommendation: It is recommended that the City Council direct staff to come back with a three-year Agreement with OpenGov, Inc. for $293,127 to purchase online permitting and plan check, eProcurement, and Business License.

Economic Development Specialist Valentin Flores provided a report on the item and introduced OpenGov representative Andrew Kercado who then provided a PowerPoint presentation.

A discussion ensued amongst the Council and staff.

Councilmember Saleh made a motion to proceed with the agreement and bring back the item at the next council meeting. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

3. Consideration to Rescind Resolution 2020- 14 Which Declared the Existence of a Local Emergency Due to Covid-19. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-20 titled:

“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BELL RESCINDING RESOLUTION 2020 -14 WHICH RATIFIED

THE CITY ADMINISTRATIVE OFFICER AND DIRECTOR OF

CIVIL DEFENSE AND DISASTER'S PROCLAMATION OF THE

EXISTENCE OF A LOCAL EMERGENCY IN THE CITY OF

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
BELL”

A brief discussion ensued amongst the Council and staff.

Vice-Mayor Gallardo asked if staff contacted neighboring cities to recruit for fees incurred by the SELA Vaccination center.

City Manager Michael L. Antwine indicated that he was going to look into it and get back to Council.

Councilmember Saleh made a motion to approve agenda item 3, as recommended. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

4. Approve a New Agreement with PM AM Corporation for False Alarm Management Services. (City Council)

Recommendation: It is recommended that the City Council approve a New Agreement with PM AM Corporation for False Alarm Management Services for three (3) years, with two (2) one-year extensions.

Chief of Police Carlos Islas provided a report on the item.

Councilmember Saleh made a motion to approve agenda item 4, as recommended. Motion was seconded by Councilmember Quintana which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

5. Project #PW2022 -08 – Project Management, Construction Management & Inspection Services. (City Council)

Recommendation: It is recommended that the City Council approve the following:

1. Award the Pritchard Field Project – Project Management, Construction Management & Inspection Agreement in the amount of $299,089 to Transtech Engineers, Inc.; and

2. Authorize the City Manager or his designee, to execute change orders in a total amount not to exceed $25,000 (ten percent of the contract amount) for any necessary additional work.

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
Public Works Manager Gabino Luna provided a report on the item.

A brief discussion ensued amongst the Council and staff.

Councilmember Quintana made a motion to approve agenda item 5, as recommended. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

6. A Resolution declaring 5107 Filmore Ave, 6500 Lucille Ave, 6229 Flora Ave, 6419 Prospect Ave and 6304 King Ave in the City of Bell, Assessor Parcel Number’s (“APN’s”) 6315-019- 900, 6324 -011-900, 6317- 024-900, 6326 -005-900 and 6316 -024-900, surplus land under the Surplus Land Act as amended by AB 1486. (Bell Community Housing Authority)

Recommendation: It is recommended that the Bell Community Housing Authority read by title only, waive further reading and adopt Resolution No. 2023-21 titled:

A RESOLUTION OF THE BELL COMMUNITY HOUSING
AUTHORITY DECLARING 5107 FILMORE AVE, 6500 LUCILLE
AVE, 6229 FLORA AVE, 6419 PROSPECT AVE AND 6304

KING AVE IN THE CITY OF BELL, ASSESSOR PARCEL
NUMBER’S (“APN’S”) 6315-019-900, 6324- 011-900, 6317 -024- 900, 6326- 005-900 AND 6316- 024-900, SURPLUS LAND
UNDER THE SURPLUS LAND ACT AS AMENDED BY AB 1486

Community Development Director Manuel Acosta provided a report on the item.

A discussion ensued amongst the Council and staff.

Councilmember Quintana made a motion to approve agenda item 6 , as recommended. Motion was seconded by Vice-Mayor Gallardo which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

7. Selection of Budget Ad-Hoc Committee Members. (City Council)

Recommendation: It is recommended that the City Council appoint two (2) Councilmembers to the Budget Ad- hoc Committee to review the proposed fiscal year 2023/2024.

Councilmember Quintana made a motion to appoint Councilmember Saleh and Mayor Arroyo to

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
the Budget Ad-Hoc committee. Motion was seconded by Vice-Mayor Gallardo.

Both Councilmember Saleh and Mayor Arroyo accepted the appointments.

City Manager Antwine called the roll:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

Councilmember Saleh stepped away from the meeting at 9:38 p.m.

8. Various Streets Improvement Project FY 22/23 - Construction Award. (City Council)

Recommendation: It is recommended that the City Council:

1. Award a construction contract in the amount of $785,246 to All American Asphalt for the Various Streets Improvement Project FY 22/23, and

2. Authorize the Public Works Manager to execute change orders to the project in a total amount not to exceed $78,524 (ten percent of the bid amount) for any necessary additional work.

3. Read by title only, waive further reading and adopt Resolution No. 2023-24 titled:

“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,
CALIFORNIA TRANSFERRING AND APPROPRIATING $200,000 OF
SB-1 FUNDS FROM THE EASTERN AVENUE IMPROVEMENT

PROJECT TO THE VARIOUS STREETS IMPROVEMENT PROJECT FY
22/23, AND APPROPRIATING AN ADDITI ONAL $105,000 FROM THE SB-1 FUND BALANCE TO THE VARIOUS STREETS IMPROVEMENT
PROJECT FY 22/23.”

Deputy City Engineer Rey Alfonso provided a report on the item.

A discussion ensued amongst the Council and staff.

Vice-Mayor Gallardo made a motion to approve agenda item 8, as recommended. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 4-0-0-1
AYES: Councilmembers Quintana, Romero, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: Councilmember Saleh

Motion Passed.

Mayor Arroyo stepped away from the meeting at 9:46 p.m.

Minutes of the
Bell City Council and Related Agencies
April 12, 2023

Councilmember Saleh returned to the meeting at 9:47 p.m.

9. Mural Policy and Program. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2023-22 titled:

A RESOLUTION OF THE BELL CITY COUNCIL APPROVING
THE CITY’S MURAL POLICY AND PROGRAM

Community Development Director Manuel Acosta introduced Management Aide Martin Rodriguez who provided a PowerPoint presentation.

Vice-Mayor Gallardo led the meeting during Mayor Arroyo’s absence.

Mayor Arroyo returned to the meeting at 10:00 p.m.

A dis cussion ensued amongst the Council and staff in regard to the review and approval process. Councilmembers Quintana, Romero and Saleh disagreed with the process of having the Planning Commission approve the murals and requested for the Council to issue the final approval. Vice-Mayor Gallardo expressed concern with changing the planning commission’s authority and duties. City Attorney Dave Aleshire recommended for the Mural Application to go to the planning commission first and for them to recommend approval to the council.

Councilmembers Quintana, Romero and Saleh agreed.

Direction was given to bring back a revised policy to incorporate the planning commission as an advisory body following approval from the city council.

Consent Calendar

The following Consent Calendar items are expected to be routine and non- controversial. They are acted upon by the City Council and related authorities at one time without discussion. The reading of the full text of ordinances and resolutions will be waived unless a Councilmember requests otherwise.

Recommendation: Approve agenda items 10 through 20.

Vice-Mayor Gallardo requested to pull items 14 and 16.

Councilmember Quintana requested to pull item 17.

It was moved by Councilmember Saleh to approve agenda items 10, 11, 12, 13, 15, 18, 19, and

20. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

Minutes of the
Bell City Council and Related Agencies
April 12, 2023

10. It is recommended that the City Council read by title only, waive further reading and adopt Ordinance No. 1280 titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
BELL, AMENDING SECTION 17.16.040 (C)(4) (R- 1
DEVELOPMENT STANDARDS) AND SECTION 17.20.040 (B)(4)
(R-2 DEVELOPMENT STANDARDS) OF TITLE 17 (ZONING) OF

THE BELL MUNICIPAL CODE (BMC), RELATING TO

REDUCED SIDE SETBACKS FOR ADDITIONS TO OR NEW

CONSTRUCTION OF SINGLE -FAMILY DWELLINGS ON LOTS
IN THE R-1 AND R-2 ZONES THAT ARE LESS THAN 50 FEET
WIDE

11. Received and File the Donation Report for the month of February 2023. (City Council)

12. Received and File the Donation Report for the month of March 2023. (City Council)

13. It is recommended that the City Council authorize the City Manager to make payments for month-to-month jail services by Allied Universal Security Services, currently due from October 2022 through the remainder of the 2022/2023 Fiscal Year. (City Council)

14. It is recommended that the City Council:

1. Read by title only, waive further reading and adopt Resolution No. 2023-23 titled:

“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

ACCEPTING THE LED STREET NAME SIGN PROJECT AS COMPLETE AND

AUTHORIZING STAFF TO PREPARE AND FILE THE NOTICE OF
COMPLETION WITH THE LOS ANGELES COUNTY RECORDER”; and

2. Authorize staff to release retention thirty -five (35) days after the filing of the Notice of Completion.

Public Works Manager Gabino Luna provided a brief report.

A discussion ensued amongst the Council and staff.

It was moved by Councilmember Quintana to approve agenda item 14. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

15. It is recommended that the City Council (1) Approve Settlement Agreements and Participation Forms for the City’s participation in the National Opioid Settlement Agreements with Teva, Allergan, Walmart, Walgreens, and CVS; (2) Approve the California State - Subdivision Agreements Regarding Distribution and Use of Settlement Funds relating to the National Opioid Settlement Agreements with Teva, Allergan, Walmart, Walgreens, and CVS;

Minutes of the
Bell City Council and Related Agencies
April 12, 2023
and (3) Adopt a Resolution approving and authorizing the City Manager to carry out all necessary acts such that the City can participate in the National Opioid Settlements with Teva, Allergan, Walmart, Walgreens, and CVS, including signing necessary documents and transmittal thereof as necessary. (City Council)

16. I
t is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-25 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BELL, CALIFORNIA, RESCINDING RESOLUTION 2017-30 AND
RESOLUTION 2017 -31 AND APPROVING NEW BRAND

IDENTITY REPORT & GRAPHIC STANDARDS AND BRAND

IDENTITY SHEET
E
conomic Development Specialist Valentin Flores provided a report on the item.

A
discussion ensued amongst the Council and staff.

C
ouncilmember Saleh left the meeting at 10:36 p.m.

C
ouncil recommended to move the letters further apart.

I
t was moved by Councilmember Quintana to approve agenda item 16. Motion was seconded by Councilmember Romero which carried with the following roll call vote:

Roll Call: 4-0-0-1
AYES: Councilmembers Quintana, Romero, Saleh, Vice-Mayor Gallardo and Mayor Arroyo NOES: None
ABSTAIN: None
ABSENT: Councilmember Saleh
M
otion Passed.

17. I
t is recommended that the City Council:

1. A
pprove additional authority to satisfy Findings and Award (F&A) dated 05/03/22 for retroactive LC 4850 benefits for Claim No. 17- 131122, DOI: 05/01/17 in the amount of $17,500.00 ($14,500 in unpaid benefits and penalties and $3000 in attorney fees); and

2. A
uthorize the City Manager and/or defense counsel to execute the Findings and A
ward.

I
tem was continued to the April 26, 2023 Council Meeting.

18. I
t is recommended that the City Council:

1. A
uthorize the City Manager or his designee to act as the delegated representative to administer Bell’s SB129 allocation funds in the amount of $800,000; and

2. R
ead by title only, waive further reading and adopt Resolution No. 2023-26 titled:

A RE

SOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL AMENDING THE APPLICATION FOR THE SPECIFIED

Minutes of the
Bell City Council and Related Agencies
April 12, 2023

GRANT FUNDS BY CHANGING THE AUTHORIZED

REPRESENTATIVE ON BEHALF OF THE CITY OF BELL TO

THE CITY MANAGER OR HIS DESIGNEE
19 . City of Bell & Bell Successor Agency Investment Reports as of February 2023. (City Council/Successor Agency to the Bell Community Redevelopment Agency) 20 . General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants dated April 12, 2023. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

P
ending Items – None
N
ext Regular Meeting, Wednesday, April 26, 2023
C
ouncilmember Quintana adjourned the meeting in memory of her father.

M
ayor Arroyo adjourned the meeting at 10:51 p.m.

I
, Angela Bustamante, City Clerk of the City of Bell, certify that the foregoing minutes were approved by the City Council of the City of Bell at a regular meeting held on April 26, 2023. ________________________________

Angela Bustamante
City Clerk
M onica Arroyo, Mayor