Bell City Council
August 28, 2024

Agenda
Regular Meeting of the
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/ Bell Public Finance Authority Wednesday, August 28, 2024
5:
00 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION
BEL

L COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201
Ali Saleh
Mayor
M
onica Arroyo Francis Flores
Vice-Mayor Council Member
A
na Maria Quintana
Alicia Romero
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 Community Center, 6250 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 prior 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
August 28, 2024

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
ugust 28, 2024
5:
00 P.M. Closed Session
7:00 P.M. Regular Meeting
Locat
ion: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

Call
to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh 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.

C
losed Session
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. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 7030 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
b. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6400 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
c. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)

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 call s 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, August 28, 2024. 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
August 28, 2024
Properties: 6303, 6317, 6331 Pine Avenue, Bell CA 90201 Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
d. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6629 Pine Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
e. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6502 Flora Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
f. CO
NFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, A
gency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Police Officers Association (BPOA) g. CO
NFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, A
gency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell City Employee Association (BCEA) R
econvene Regular City Council Meeting
C
all to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Arroyo, Flores, Romero, Saleh, and Quintana
P
ledge of Allegiance
C
ity Attorney Report
T
he City Attorney will report out on any action(s) to be taken by the City Council/Agencies on Closed Session matters.

P
resentations and Recognitions
a. B
ackpack Giveaway Sponsors Recognitions
b. C
oncerts in the Park Sponsors Recognitions
c. N
ational Night Out Sponsors Recognitions
d. R
ecognition of Cal Dental Group Clinic located at 4021 Florence Avenue C
ommunications from the Public
Thi
s 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)

Meeting of the
Bell City Council and Related Agencies
August 28, 2024
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. Consideration to approve the Measure W S afe, Clean Water Program Municipal Transfer Agreement between the City of Bell and the Los Angeles County Flood Control District. (City Council)

Recommendation: It is recommended that the City Council approve the Measure W Safe, Clean Water Program Municipal Transfer Agreement Between the City and the Los Angeles County Flood Control District.

2. Underground Storage Tank Cleanup Project. (City Council)

Recommendation: It is recommended that the City Council authorize the following actions:

1. The Reynolds Group to continue providing services related to the City’s Underground Storage Tank (UST) Cleanup Project (Project), pursuant to the Los Angeles Regional Water Control Board approved “Project Execution Plan” (PEP) for remediation and case closure;

2. Staff to pay for services rendered by the Reynolds Group Services on behalf of the City contingent on the City receiving reimbursements from the California Underground Storage Tank Clean Up Fund; and

3. Authorize the City Manager to execute PEPs, Budget Change Request Form(s) and other related documents necessary to close out this Project if the costs are reimbursable from California Underground Storage Tank Clean Up Fund.

3. Approve the sale of Bell Community Housing Authority property located at 6500 Lucille Avenue. (Bell Community Housing Authority)

Recommendation: It is recommended that the Bell Community Housing Authority approve the sale of property located at 6500 Lucille Avenue.

4. Gage and Heliotrope - Acquisition Project. (City Council)

Recommendation: It is recommended that the City Council approve the acquisition of property located at 4773-4777 Gage and Heliotrope Avenue, in accordance with the payment requests under the Measure A, Acquisition- Only Program of Los Angeles County Regional Park and Open Space District (RPOSD); and the Office of Grants and Local Services (OGALS):

1. The sum of $868,686.91 to be paid by the County for the appraised value plus taxes,

Meeting of the
Bell City Council and Related Agencies
August 28, 2024
title, and escrow is eligible for payment request through LA County Regional Park and Open Space District;

2. The sum of $83,577.18, to be paid by the City of Bell, is eligible for reimbursement through the Office of Grants and Local Services (difference between the total acquisition and the eligible payment by the LA County Regional Park and Open Space District, funded through ARPA);

3. and the sum of $5,000 to be paid by the City of Bell for the Environmental Fees is eligible for reimbursement through LA County Regional Park and Open Space District, funded through ARPA.

5. Approval for the Installation of a New Pour and Play Project at Camp Little Bear and to Enter Into an Agreement with Great Western Installations, Inc. (City Council)

Recommendation: It is recommended that the City Council approve an agreement with Great Western Inc. for the removal and replacement of the Pour and Play surface at Camp Little Bear Park Playground.

6. Consideration of a Resolution Approving the Issuance and Sale of Tax Allocation Refunding Bonds and Authorizing Certain Other Actions In Connection Therewith. (Successor Agency to the Bell Community Redevelopment Agency)

Recommendation: It is recommended that the Successor Agency to the Bell Community Redevelopment Agency read by title only, waive further reading and adopt Resolution 2024- 35 titled:

A RESOLUTION OF SUCCESSOR AGENCY TO THE BELL

COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE

ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS IN
AN AMOUNT NOT TO EXCEED $6,000,000, AND APPROVING THE

FORM OF AN INDENTURE OF TRUST, A FORM OF ESCROW

AGREEMENT, A FORM OF BOND PURCHASE AGREEMENT, A FORM

OF CONTINUING DISCLOSURE AGREEMENT, AND AUTHORIZING

CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH

7. Development Impact Fee Analysis, Cost Allocation Plan and Nexus Study. (City Council)

Recommendation: It is recommended that the City Council:

1. City Council provide feedback and direction to staff on the Development Impact Fee Analysis, Cost Allocation Plan, and Nexus Study; and

2. Set a Public Hearing on Wednesday, October 9, 2024.

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.

Meeting of the
Bell City Council and Related Agencies
August 28, 2024
Recommendation: Approve agenda items 8-13.

8. It is recommended that the City Council read by title only, waive further reading and adopt the following resolutions:

1. Resolution No. 2024 - 36 A Resolution of the City Council of the City of Bell Adopting and Re-Establishing the Fiscal Year 2024-25 Annual Levy Rate to meet the City of Bell General Obligation Bonds, Series 2018A and Series 2018B.

2. Resolution No. 2024 – 37 A Resolution of the City Council of the City of Bell Adopting and Re- Establishing the Fiscal Year 2024- 25 Rate of Annual Voter - Approved Property Tax Override to Fund Pension and Other Retiree Obligations.

9. It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2024-38 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

APPROVING THE APPROPRIATION OF FUNDS FOR THE
STREET IMPROVEMENT PROJECT FISCAL YEAR 2024 -2025
(SB1)

10. It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2024-39 titled:

A RESOLUTION DETERMINING AND ESTABLISHING AN
APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024 -2025 IN

ACCORDANCE WITH ARTICLE XIII B OF THE CALIFORNIA
CONSTITUTION AND GOVERNMENT CODE SECTION 7910\

11. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of August 28, 2024. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

12. City of Bell & Bell Successor Agency Investment Reports as of June 2024. (City Council)

13. Minutes for the Regular City Council Meetings of June 26, 2024, July 24, 2024 and Special City Council Meeting held on July 24, 2024. (City Council)

Pending Items – None

Next Regular Meeting, Wednesday, September 11, 2024

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted August 23, 2024 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

August 28, 2024

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

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a – g

AGENDA & INDEX 1-8

PUBLIC HEARINGS None

BUSINESS SESSION 1 9-24
2 25-33
3 34-83
4 84-111
5 112-171
6 172-288
7 289-351

CONSENT CALENDAR 8 352-368
9 369-373
10 374-382
11 383-513
12 514-612
13 613-633

TRANSFER AGREEMENT BETWEEN

THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT AND BELL
AGREEMENT NO. 2024MP07
SAFE, CLEAN WATER PROGRAM – MUNICIPAL PROGRAM
This Transfer Agreement, hereinafter referred to as “Agreement,” is entered into as of by and between the Los Angeles County Flood Control District, hereinafter referred to as "District," and Bell, hereinafter referred to as "Municipality."
WHEREAS, District, pursuant to the Los Angeles Region Safe, Clean Water (SCW) Program ordinance (Chapter 16 of the Los Angeles County Flood Control District Code) and the SCW Program Implementation Ordinance (Chapter 18 of the Los Angeles County Flood Control District Code), administers the SCW Program for the purpose of funding Projects and Programs to increase stormwater and urban runoff capture and reduce stormwater and urban runoff pollution in the District;
WHEREAS, pursuant to Section 16.04.A.2. of the Los Angeles County Flood Control District Code, forty percent (40%) of annual SCW Program tax revenues shall be allocated to Municipalities within the District, in the same proportion as the amount of revenues collected within each Municipality, to be expended by those cities within the cities' respective jurisdictions and by the County within the unincorporated areas that are within the boundaries of the District, for the implementation, operation and maintenance, and administration of Projects and Programs, in accordance with the criteria and procedures established in this Chapters 16 and 18 of the Los Angeles County Flood Control District Code; WHEREAS, pursuant to Section 16.05.A.1. of the Los Angeles County Flood Control District Code, prior to their receipt of SCW Program funds, Municipalities must enter into an agreement with the District to transfer SCW Program funds;
WHEREAS, the County of Los Angeles Board of Supervisors has approved a standard template Agreement, as required by and in accordance with Section 18.09 of the Los Angeles County Flood Control District Code, for the transfer of SCW Program funds to Municipalities.

NOW, THEREFORE , in consideration of the promises, mutual representations, covenants and agreements in this Agreement, the District and the Municipality, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:

I. DEFINITIONS
The definitions set forth in Sections 16.03 and 18.02 of the Los Angeles County Flood Control District Code shall apply to this Agreement. In addition, the following definitions shall also apply:
“Agreement” means this Transfer Agreement, including all exhibits and attachments hereto. “Annual Plan” means the plan referred to in Section 18.09.B.5 of the Code that includes the contents specified in Exhibit A.
"Code" means the Los Angeles County Flood Control District Code. “Days” means calendar days unless otherwise expressly indicated.
“Fiscal Y ear” means the period of twelve (12) months terminating on June 30 of any year. “Safe Clean Water (SCW) Program Payment” means the Municipality's annual allocation of SCW Program funds as described in Section 16.04.A.2. of the Code disbursed by the District to the Municipality. “Y ear” means calendar year unless otherwise expressly indicated.

II. PARTY CONTACTS
The District and the Municipality designate the following individuals as the primary points of contact and communication regarding the Municipal Program and the administration and implementation of this Agreement.

Los Angeles County Flood Control District Municipality: Bell Name: Haris Harouny Name:

Address: 900 S Fremont Ave, Alhambra, CA
91803
Address:

Phone: (626) 300-2620 Phone:

Municipal Program
Agreement No.2024MP07

Email: [email protected] Email:

Either party to this Agreement may change the individual identified as the primary point of contact above by providing written notice of the change to the other party.

III. EXHIBITS INCORPORATED BY REFERENCE
The following exhibits to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement:

EXHIBIT A – ANNUAL PLAN CONTENTS
EXHIBIT B – GENERAL TERMS AND CONDITIONS
EXHIBIT C – NATURE-BASED SOLUTIONS (Best Management Practices) EXHIBIT D – OPERATIONS AND MAINTENANCE GUIDANCE DOCUMENT

IV. MUNICIPAL PROGRAM IMPLEMENTATION
A. The Municipality shall annually prepare and submit to the District, an Annual Plan. The Annual Plan shall be submitted not later than 90-days prior to the start of the Fiscal Y ear for which the Plan is prepared.

B. The Municipality shall utilize the SCW Program Payments in compliance with Chapters 16 and 18 of the Code.

C. The Municipality shall comply with the terms and conditions in Exhibits B, C, and D, of this Agreement, and all applicable provisions of Chapters 16 and 18 of the Code, specifically including, without limitation, Section 18.06.

V. SCW PROGRAM PAYMENTS TO MUNICIPALITIES
A. SCW Program Payments will generally be available for disbursement by December 31, provided a duly executed transfer agreement is in effect and subject to the Municipality's compliance with the conditions described in paragraph B, below; however the District may, in its discretion, change the date and number of the actual disbursements for any Fiscal Y ear based on the amount and timing of revenues actually collected by the District.

B. The District shall disburse the Municipality's SCW Program Payment upon satisfaction of the following conditions: (1) the District has received the Annual Progress/Expenditure Report required pursuant to Section

18.06.D of the Code; (2) the District has received Municipality's Annual Plan for that Fiscal Y ear, and (3) the Municipality has complied with the audit requirements of Section B-6 of Exhibit B.

C. Notwithstanding any other provision of this Agreement, no disbursement shall be made at any time or in any manner that is in violation of or in conflict with federal, state, County laws, policies, or regulations.

D. All disbursements shall be subject to and be made in accordance with the terms and conditions in this Agreement and Chapters 16 and 18 of the Code.

VI. TERM OF AGREEMENT
This Agreement shall expire at the end of the 2027-28 Fiscal Y ear. The parties shall thereafter enter into a new agreement based on the most recent standard template agreement approved by the Board.

VII. EXECUTION OF AGREEMENT
This Agreement may be executed simultaneously or in any number of counterparts, including both counterparts that are executed manually on paper and counterparts that are in form of electronic records and are executed electronically, whether digital or encrypted, each of which shall be deemed an original and together shall constitute one and the same instrument.

The District and the Municipality hereby agree to regard facsimile/electronic representations of original signatures of authorized officers of each party, when appearing in appropriate places on this Agreement and on any addenda or amendments thereto, delivered or sent via facsimile or electronic mail or other electronic means, as legally sufficient evidence that such original signatures have been affixed to this Agreement and any addenda or amendments thereto such that the parties need not follow up facsimile/electronic transmissions of such documents with subsequent (non- facsimile/electronic) transmission of “original” versions of such documents.

Further, the District and the Municipality: (i) agree that an electronic signature of any party may be used to authenticate this Agreement or any addenda or amendment thereto, and if used, will have the same force and effect as a manual signature; (ii) acknowledge that if an electronic signature is used, the other party will rely on such signature as binding the party using signature, and (iii) hereby waive any defenses to the enforcement of the terms of this agreement based on the foregoing forms of signature.

Municipal Program
Agreement No.2024MP07

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

By:

Name:

Title:

Date:

LOS ANGELES COUNTY
FLOOD CONTROL DISTRICT:

By:

Name:

Title:

Date:

Municipal Program
Agreement No.2024MP07

Approved as to Form:
___________________________
David Aleshire, City Attorney

EXHIBIT A – ANNUAL PLAN CONTENTS
A-1. Description of all projects anticipated to be funded using the SCW Program Payment. Include a discussion of how the projects will result in the achievement of one or more SCW Program Goals, including quantitative targets and corresponding metrics for subsequent reporting of all applicable parameters.

A-2. Description of all programs anticipated to be funded using the SCW Program Payment. Include a discussion of how the programs will result in the achievement of one or more SCW Program Goals; including quantitative targets and corresponding metrics for subsequent reporting of all applicable parameters.

A-3. Description of all operation and maintenance activities anticipated to be funded using the SCW Program Payment.

Include a discussion of how those activities will result in the achievement of one or more SCW Program Goals.

Additional operation and maintenance activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-4. Description of the stakeholder and community outreach/engagement activities anticipated to be funded with the SCW Program Payment, including discussion of how local NGOs or CBOs will be involved, if applicable, and if not, why. Additional outreach/engagement activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-5. Description of post-construction monitoring for projects completed using the SCW Program Payment. Additional post-construction monitoring activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-6. Provide the status of any projects that have been awarded (or are seeking award of) Institute for Sustainable Infrastructure (ISI) verification, if applicable.

A-7. Provide the budget for the activities described in provisions A1 through A-5 SCW Program Payment.

Municipal Program
Agreement No.2024MP07

EXHIBIT B – GENERAL TERMS AND CONDITIONS
B-1. Accounting and Deposit of Funding Disbursement

1. SCW Program Payments distributed to the Municipality shall be held in a separate interest-bearing account and shall not be combined with other funds. Interest earned from each account shall be used by the Municipality only for eligible expenditures consistent with the requirements of the SCW Program.

2. The Municipality shall not be entitled to interest earned on undisbursed SCW Program Payments; interest earned prior to disbursement is property of the District.

3. The Municipality shall operate in accordance with Generally Accepted Accounting Principles (GAAP).

4. The Municipality shall be strictly accountable for all funds, receipts, and disbursements for their SCW Program Payment.

B-2. Acknowledgement of Credit and Signage
The Municipality shall include appropriate acknowledgement of credit to the District’s Safe, Clean Water Program for its support when promoting activities funded with SCW Program funds or using any data and/or information developed SCW Program funds. When the SCW Program Payment is used, in whole or in part, for construction of an infrastructure Project, signage shall be posted in a prominent location at Project site(s) or at the Municipality’s headquarters and shall include the Safe, Clean Water Program color logo and the following disclosure statement: “Funding for this project has been provided in full or in part from the Los Angeles County Flood Control District’s Safe, Clean Water Program.” At a minimum the sign shall be 2’ x 3’ in size. The Municipality shall also include in each of its contracts for work under this Agreement a provision that incorporates the requirements stated within this paragraph.

When the SCW Program Payment is used, in whole or in part, for a scientific study, the Municipality shall include the following statement in the study report: “Funding for this study has been provided in full or in part from the Los Angeles County Flood Control District’s Safe, Clean Water Program.” The Municipality shall also include in each of its contracts for work under this Agreement a provision that incorporates the requirements stated within this paragraph.

B-3. Acquisition of Real Property - Covenant
Any real property acquired in whole or in part with SCW Program funds shall be used for Projects and Programs that are consistent with the SCW Program Goals and with the provisions of Chapter 16 and 18 of the Code.

Any Municipality that acquires the fee title to real property using, in whole or in part, SCW Program funds shall record a document in the office of the Registrar-Recorder/County Clerk containing a covenant not to sell or otherwise convey the real property without the prior express written consent of the District, which consent shall not be unreasonably withheld.

B-4. Amendment
Except as provided in Section II of the Agreement, no amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties. No oral or written understanding or agreement not incorporated in this Agreement is binding on any of the parties.

B-5. Assignment
The Municipality shall not assign this Agreement.

B-6. Audit and Recordkeeping

1. The Municipality shall retain for a period of seven (7) years, all records necessary in accordance with Generally Accepted Accounting Principles to determine the amounts expended, and eligibility of Projects implemented using SCW Program Payments. The Municipality, upon demand by authorized representatives of the District, shall make such records available for examination and review or audit by the District or its authorized representatives. Records shall include accounting records, written policies and procedures, contract files, original estimates, correspondence, ch
ange order files, including documentation covering negotiated settlements, invoices, and any other supporting evidence deemed necessary to substantiate charges related to SCW Program Payments and expenditures.

2. The Municipality is responsible for obtaining an independent audit to determine compliance with the terms and conditions of this Agreement and all requirements applicable to the Municipality contained in chapters 16 and 18 of the Code. Municipality shall obtain an independent audit of their SCW Program Payments every three (3) years. Audits shall be funded with Municipal Program funds.

3. Municipality shall file a copy of all audit reports by the ninth (9 ) month from the end of each three (3) year period th Municipal Program
Agreement No.2024MP07

to detail the preceding three (3) years of expenditures. Audit reports shall be posted on the District’s publicly accessible website. Due date example below.

Every Third Fiscal Year
Fiscal Year Audit Begins Audit Report Due to District
2023-24 7/1/2027 No later than 3/31/2028

4. Upon reasonable advanced request, the Municipality shall permit the Chief Engineer to examine the infrastructure Projects using SCW Program Payments. The Municipality shall permit the authorized District representative, including the Auditor-Controller, to examine, review, audit, and transcribe any and all audit reports, other reports, books, accounts, papers, maps, and other records that relate to the SCW Program Payments. Examination activities are considered District administration of the SCW Program.

5. Expenditures determined by an audit to be in violation of any provision of Chapters 16 or 18 of the Code, or of this Agreement, shall be subject to the enforcement and remedy provisions of Section 18.14 of the Code.

B-7. Availability of Funds
District’s obligation to disburse the SCW Program Payment is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason including, but not limited to, failure to fund allocations necessary for disbursement of the SCW Program Payment, the District shall not be obligated to make any disbursements to the Municipality under this Agreement. This provision shall be construed as a condition precedent to the obligation of the District to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Municipality with a right of priority for disbursement over any other Municipality. If any disbursements due to the Municipality under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the District that such disbursement will be made to the Municipality when sufficient funds do become available, but this intention is not binding. If this Agreement’s funding for any Fiscal Y ear is reduced or deleted by order of the Board, the District shall have the option to either cancel this Agreement with no liability occurring to the District or offer an amendment to the Municipality to reflect the reduced amount.

B-8. Choice of Law
The laws of the State of California govern this Agreement.

B-9. Claims
Any claim of the Municipality is limited to the rights, remedies, and claims procedures provided to the Municipality under this Agreement. Municipal expenditures of a SCW Program Payment that involves the District shall utilize a separate and specific agreement to that Project that includes appropriate indemnification superseding that in this Agreement.

B-10. Compliance with SCW Program
The Municipality shall comply with and require its contractors and subcontractors to comply with all provisions of Chapters 16 and 18 of the Code.

B-11. Compliance with Law, Regulations, etc.

The Municipality shall, at all times, comply with and require its contractors and subcontractors to comply with all applicable local, state and federal laws, rules, guidelines, regulations, and requirements.

B-12. Continuous Use of Municipal Projects; Lease or Disposal of Municipal Projects The Municipality shall not abandon, substantially discontinue use of, lease, or dispose of all or a significant part or portion of any Project funded in whole or in part with SCW Program Payments during the useful life (defined as 30 years unless specified otherwise in annual plans and subsequent reports) of the Project without prior written approval of the District.

Such approval may be conditioned as determined to be appropriate by the District, including a condition requiring repayment of a pro rata amount of the SCW Program Payments used to fund the Project together with interest on said amount accruing from the date of lease or disposal of the Project.

B-13. Disputes
Should a dispute arise between the parties, the party asserting the dispute will notify the other parties in writing of the dispute. The parties will then meet and confer within 21 calendar days of the notice in a good faith attempt to resolve the dispute.

If the matter has not been resolved through the process set forth in the preceding paragraph, any party may initiate mediation of the dispute. Mediation will be before a retired judge or mediation service mutually agreeable to the parties.

Municipal Program
Agreement No.2024MP07

All costs of the mediation, including mediator fees, will be paid one-half by the District and one-half by the Municipality.

SCW Program Payments shall not be used to pay for any costs of the mediation.

The parties will attempt to resolve any dispute through the process set forth above before filing any action relating to the dispute in any court of law.

B-14. Final Inspection and Certification of Registered Professional Upon completion of the design phase and before construction of a project, the Municipality shall provide certification by a California Registered Professional (i.e., Professional Civil Engineer, Engineering Geologist) that the design has been completed.

Upon completion of the project, the Municipality shall provide for a final inspection and certification by a California Registered Professional (i.e., Professional Civil Engineer, Engineering Geologist), that the Project has been completed in accordance with submitted final plans and specifications and any modifications thereto and in accordance with this Agreement.

B-15. Force Majeure.

In the event that Municipality is delayed or hindered from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials not related to the price thereof, riots, insurrection, war, or other reasons of a like nature beyond the control of the Municipality, then performance of such acts shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

B-16. Funding Considerations and Exclusions

1. All expenditures of SCW Program Payments by Municipality must comply with the provisions of Chapters 16 and 18 of the Los Angeles County Flood Control District Code, including but not limited to the provisions regarding eligible expenditures contained in Section 16.05.A.2 and the provision regarding ineligible expenditures contained in Section 16.05.A.3.

2. SCW Program Payments shall not be used in connection with any Project implemented as an Enhanced Compliance Action ("ECA") and/or Supplemental Environmental Project ("SEP") as defined by State Water Resources Control Board Office of Enforcement written policies, or any other Project implemented pursuant to the settlement of an enforcement action or to offset monetary penalties imposed by the State Water Resources Control Board, a Regional Water Quality Control Board, or any other regulatory authority; provided, however, that SCW funds may be used for a Project implemented pursuant to a time schedule order ("TSO") issued by the Los Angeles Regional Water Quality Control Board if, at the time the TSO was issued, the Project was included in an approved watershed management program (including enhanced watershed management programs) developed pursuant to the MS4 Permit.

B-17. Indemnification
The Municipality shall indemnify, defend and hold harmless the District, the County of Los Angeles and their elected and appointed officials, agents, and employees from and against any and all liability and expense, including defense costs, legal fees, claims, actions, and causes of action for damages of any nature whatsoever, including but not limited to bodily injury, death, personal injury, or property damage, arising from or in conjunction with: (1) any Project or Program implemented by the Municipality, in whole or in part, with SCW Program Payments or (2) any breach of this Agreement by the Municipality.

B-18. Independent Actor
The Municipality, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the District.

The Municipality shall not contract work with a contractor who is in a period of debarment from any agency within the District. (LACC Chapter 2.202)
B-19. Integration
This is an integrated Agreement. This Agreement is intended to be a full and complete statement of the terms of the agreement between the District and Municipality, and expressly supersedes any and all prior oral or written agreements, covenants, representations and warranties, express or implied, concerning the subject matter of this Agreement.

B-20. Lapsed Funds

1. The Municipality shall be able to carry over uncommitted SCW Program Payments for up to five (5) years from Municipal Program
Agreement No.2024MP07

the end of the fiscal year in which those funds are transferred from the District to the Municipality.

2. If the Municipality is unable to expend the SCW Program Payment within five (5) years from the end of the fiscal year in which those funds are transferred from the District to the Municipality, then lapsed funding procedures will apply. Lapsed funds are funds that were transferred to the Municipality but were not committed to eligible expenditures by the end of the fifth (5th) fiscal year after the fiscal year in which those funds were transferred from the District.

3. Lapsed funds shall be allocated by the Watershed Area Steering Committee of the respective Watershed Area to a new Project with benefit to that Municipality, if feasible in a reasonable time frame, or otherwise to the Watershed Area.

4. In the event that funds are to lapse, due to circumstances beyond the Municipality’s control, then the Municipality may request an extension of up to twelve (12) months in which to commit the funds to eligible expenditures.

Extension Requests must contain sufficient justification and be submitted to the District in writing no later than three (3) months before the funds are to lapse.

5. The decision to grant an extension is at the sole discretion of the District.

6. Funds still uncommitted to eligible expenditures after an extension is granted will be subject to lapsed funding procedures without exception. Example Below.

Fiscal Year

Transferred
Funds Lapse
After
Extension
Request Due
Commit By
2019-20 6/30/2025 No later than
3/31/2025
No later than
6/30/2026

B-21. Municipal Project Access
Upon reasonable advance request, the Municipality shall ensure that the District or any authorized representative, will have safe and suitable access to the site of any Project implemented by the Municipality in whole or in part with SCW Program Payments at all reasonable times.

B-22. Non-Discrimination
The Municipality agrees to abide by all federal, state, and County laws, regulations, and policies regarding non- discrimination in employment and equal employment opportunity.

B-23. No Third-Party Rights
The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein B-24. Notice

1. The Municipality shall notify the District in writing within five (5) working days of the occurrence of the following:
a. Bankruptcy, insolvency, receivership or similar event of the Municipality; or b. Actions taken pursuant to State law in anticipation of filing for bankruptcy.

2. The Municipality shall notify the District within ten (10) working days of any litigation pending or threatened against the Municipality regarding its continued existence, consideration of dissolution, or disincorporation.

3. The Municipality shall notify the District promptly of the following:
a. Any significant deviation from the submitted Annual Plan for the current Fiscal Y ear, including discussion of any major changes to the scope of funded projects or programs, noteworthy delays in implementation, reduction in benefits or community engagement, and/or modifications that change the SCW Program Goals intended to be accomplished.
b. Discovery of any potential archaeological or historical resource. Should a potential archaeological or historical resource be discovered during construction, the Municipality agrees that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the District has determined what actions should be taken to protect and preserve the resource. The Municipality agrees to implement appropriate actions as directed by the District. c. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by District representatives with at least fourteen (14) days’ notice to the District.

B-25. Municipality’s Responsibility for Work
The Municipality shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Municipality shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project.

The District will not mediate disputes between the Municipality and any other entity concerning responsibility for Municipal Program
Agreement No.2024MP07

performance of work.

B-26. Reporting
The Municipality shall be subject to and comply with all applicable requirements of the District regarding reporting requirements. Municipalities shall report available data through the SCW Reporting Module, once available.

1. Annual Progress/Expenditure Reports. The Municipality shall submit Annual Progress/Expenditure Reports, using a format provided by the District, within six (6) months following the end of the Fiscal Y ear to the District to detail the activities of the prior year. The Annual Progress/Expenditure Reports shall be posted on the District’s publicly accessible website and on the Municipality’s website. The Annual Progress/Expenditure Report shall include:
a. Amount of funds received;
b. Breakdown of how the SCW Program Payment has been expended; c. Documentation that the SCW Program Payment was used for eligible expenditures in accordance with Chapters 16 and 18 of the Code;
d. Description of activities that have occurred, milestones achieved, and progress made to date, during the applicable reporting period including comparison to the Annual Plan and corresponding metrics; e. Discussion of any existing gaps between what was planned and what was achieved for the prior year, include any lessons learned;
f. Description of the Water Quality Benefits, Water Supply Benefits, and Community Investment Benefits and a summary of how SCW Program Payments have been used to achieve SCW Program Goals for the prior year, including graphical representation of available data and specific metrics to demonstrate the benefits being achieved through the years’ investments.
g. Discussion of alignment with other local, regional, and state efforts, resources, and plans, as applicable. This includes discussion of opportunities for addressing additional SCW Program Goals, leveraging SCW Program Goals, and increasing regional capacity to supplement the SCW Program. h. Additional financial or Project-related information in connection with activity funded in whole or in part using SCW Program Payments as required by the District.
i. Certification from a California Registered Professional (Civil Engineer or Geologist, as appropriate), that projects implemented with SCW Program Payments were conducted in accordance with Chapters 16 and 18 of the Code.
j. Report on annual and total (since inception of program) benefits provided by programs and projects funded by SCW Program Payment. This includes comparisons to annual plans and alignment with corresponding specific quantitative targets and metrics (note that SCW Reporting Module will facilitate calculation of benefits and graphical representation of pertinent data):
i. Annual volume of stormwater captured and treated
ii. Annual volume of stormwater captured and reused
iii. Annual volume of stormwater captured and recharged to a managed aquifer iv. Annual creation, enhancement, or restoration of Community Investment Benefits. If none, discuss considerations explored and reasons to not include.
v. Annual acreage increases in Nature-Based Solutions and claimed level of NBS (with matrix demonstrating determination of good, better, best, as outlined in Exhibit C). If none, discuss considerations explored and reasons to not include.
vi. Annual expenditures providing DAC Benefits. If none, discuss considerations explored and reasons to not include.

2. Documentation of the Community Outreach and Engagement utilized for and/or achieved with the SCW Program Payment described in the Annual Plan Exhibit A. This information must be readily accessible to members of the public.

3. As Needed Information or Reports. The Municipality agrees to promptly provide such reports, data, and information as may be reasonably requested by the District including, but not limited to material necessary or appropriate for evaluation of the SCW Program or to fulfill any reporting requirements of the County, state or federal government.

B-27. Representations, Warranties, and Commitments
The Municipality represents, warrants, and commits as follows:

1. Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, by the individual signing on behalf of Municipality, has been duly authorized by the governing body of Municipality, as applicable. This Agreement constitutes a valid and binding obligation of the Municipality, enforceable in accordance with its terms, except as such enforcement may be limited by law.

2. No Violations. The execution, delivery, and performance by the Municipality of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any contract, obligation, indenture, or other instrument Municipal Program
Agreement No.2024MP07

to which the Municipality is a party or by which the Municipality is bound as of the date set forth on the first page hereof.

3. No Litigation. There are no pending or, to the Municipality’s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which affect the Municipality's ability to complete the Annual Plan.

4. Solvency. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of the Municipality. As of the date set forth on the first page hereof, the Municipality is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Municipality is able to pay its debts as they become due.

5. Legal Status and Eligibility. The Municipality is duly organized and existing and in good standing under the laws of the State of California. The Municipality shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority.

6. Good Standing. The Municipality must demonstrate it has not failed to comply with previous County and/or District audit disallowances within the preceding five years.

B-28. Travel
Any reimbursement for necessary ground transportation and lodging shall be at rates not to exceed those set by the California Department of Human Resources; per diem costs will not be eligible expenses. These rates may be found at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. Reimbursement will be at the State travel amounts that are current as of the date costs are incurred by the Municipality. No travel outside the Los Angeles County Flood Control District region shall be reimbursed unless prior written authorization is obtained from the Program Manager.

B-29. Unenforceable Provision
In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

B-30. Withholding of Disbursements and Material Violations Notwithstanding any other provision of this Agreement, the District may withhold all or any portion of the SCW Program Payment for any Fiscal Y ear in the event that:

1. The Municipality has violated any provision of this Agreement; or

2. The Municipality fails to maintain reasonable progress in achieving SCW Program Goals, following an opportunity to cure.

3. Failure to remain in Good Standing, described in Section B-26 of Exhibit B.

4. Failure to submit annual reports on meeting SCW Program Goals.

Municipal Program
Agreement No.2024MP07

EXHIBIT C – NATURE BASED SOLUTIONS (NBS) BEST MANAGEMENT PRACTICES Municipalities shall consider incorporation of Nature-based solutions (NBS) into their projects. NBS refers to the sustainable management and use of nature for undertaking socio-environmental challenges, including climate change, water security, water pollution, food security, human health, and disaster risk management. As this environmental management practice is increasingly incorporated into projects for the SCW Program, this guidance document may be expanded upon to further quantify NBS practices based on benefits derived from their incorporation on projects.

The SCW Program defines NBS as a Project that utilizes natural processes that slow, detain, infiltrate or filter Stormwater or Urban Runoff. These methods may include relying predominantly on soils and vegetation; increasing the permeability of Impermeable Areas; protecting undeveloped mountains and floodplains; creating and restoring riparian habitat and wetlands; creating rain gardens, bioswales, and parkway basins; enhancing soil through composting, mulching; and, planting trees and vegetation, with preference for native species. NBS may also be designed to provide additional benefits such as sequestering carbon, supporting biodiversity, providing shade, creating and enhancing parks and open space, and improving quality of life for surrounding communities. NBS include Projects that mimic natural processes, such as green streets, spreading grounds and planted areas with water storage capacity. NBS may capture stormwater to improve water quality, collect water for reuse or aquifer recharge, or to support vegetation growth utilizing natural processes.

Municipalities are to include in each Annual Progress/Expenditure Report whether and how their project achieves a good, better, or best for each of the 6 NBS methods in accordance with the guidance below. Additionally, Annual Progress/ Expenditure Reports should include discussion on any considerations taken to maximize the class within each method. If at least 3 methods score within a single class, the overall project can be characterized as that class.

Municipalities must attach a copy of the matrix for each project with the good, better, or best column indicated for each method, to facilitate District tracking of methods being utilized.

METHODS GOOD BETTER BEST
Vegetation/Green
Space
Use of climate
appropriate, eco-friendly
vegetation
(groundcover, shrubs, and
trees) / green space 5%-
15% covered by
new climate-appropriate
vegetation
Use of native, climate
appropriate, eco-friendly
vegetation
(groundcover, shrubs, and
trees) / green space 16%-
35% covered by new
native vegetation
Establishment of plant
communities with a
diversity of native
vegetation
(groundcover, shrubs, and
trees) / green space that is
both native and climate-
appropriate
More than 35% covered by
new native vegetation
Increase of
Permeability
Installation of vegetated
landscape – 25%-49%
paved area removed
Redesign of existing
impermeable surfaces
and/or installation of
permeable surfaces (e.g.
permeable pavement and
infiltration trenches)
Installation of vegetated
landscape – 50%-74%
paved area removed
Improvements of soil health
(e.g., compaction
reduction)
Installation of vegetated
landscape – 75%-100%
paved area removed
Creation of well-connected
and self-sustained natural
landscapes with healthy
soils, permeable surfaces,
and appropriate vegetation
Protection of
Undeveloped
Mountains &
Floodplains
●Preservation of native
vegetation
●Minimal negative impact
to existing drainage
system
●Preservation of native
vegetation
●Installation of new
feature(s) to improve
existing drainage system
●Creation of open green
space
●Installation of features to
improve natural hydrology
Municipal Program
Agreement No.2024MP07

Creation &
Restoration of
Riparian Habitat &
Wetlands
●Partial restoration of
existing riparian habitat
and wetlands Planting of
climate appropriate
vegetation between 11 and
20 different climate
appropriate or native plant
species newly planted
●No potable water used to
sustain the wetland
●Full restoration of existing
riparian habitat
and wetlands
●Planting of native
vegetation - between 21
and 40 different native
plant species newly
planted
●No potable water used to
sustain the wetland
●Full restoration and
expansion of existing
riparian habitat and
wetlands Planting of plant
communities with a
diversity of native
vegetation – between 41
and 50 different native
plant species newly
planted
●No potable water used to
sustain the wetland
New Landscape
Elements
Elements designed to
capture runoff for other
simple usage (e.g. rain
gardens and cisterns),
capturing the 85th
percentile 24-hour storm
event for at least 50% of
the entire parcel
Elements that design to
capture/redirect runoff and
filter pollution (e.g.
bioswales and parkway
basins), capturing the 85th
percentile 24-hour storm
event from the
entire parcel
Large sized elements that
capture and treat runoff to
supplement or replace
existing water systems
(e.g. wetlands, daylighting
streams, groundwater
infiltration, floodplain
reclamation), capturing the
90th percentile 24-hour
storm event from the entire
parcel and/or capturing off-
site runoff
Enhancement of Soil
Use of soil amendments
such as mulch and
compost to retain moisture
in the soil and prevent
erosion
Planting of new climate
appropriate vegetation to
enhance soil organic
matter
Use of soil amendments
such as mulch and
compost that are locally
generated to retain
moisture in the soil, prevent
erosion, and support locally
based composting and
other
soil enhancement
activities
Planting of new native,
climate-appropriate
vegetation to enhance soil
organic matter
Use of soil amendments
such as mulch and
compost that are locally
generated, especially use
of next-generation design
with regenerative
adsorbents (e.g.
woodchips, biochar) to
retain moisture in the soil,
prevent erosion, and
support on-site
composting and other
soil enhancement
activities
Planting of new native,
climate appropriate
vegetation to enhance soil
organic matter

Municipal Program
Agreement No.2024MP07

EXHIBIT D – OPERATIONS AND MAINTENANCE GUIDANCE DOCUMENT Municipalities shall operate and maintain infrastructure projects for the useful life of the project and are to consider using the following guidance for operations and maintenance for infrastructure projects. Operational maintenance is the care and upkeep of Projects that may require detailed technical knowledge of the Project’s function and design. Project specific operational and maintenance plans shall consider the activities listed below and set forth specific activities and frequencies (not limited to those below) as determined to be appropriate by the Municipalities and best practices, including stakeholder engagement as applicable. Operational maintenance is to be performed by the operator of the Project with a purpose to make the operator aware of the state of readiness of the Project to deliver stormwater and urban runoff benefits.

1. Litter Control
• Regular removal of litter, nonhazardous waste materials, and accumulated debris near planted areas, rock areas, decomposed granite areas, rest areas, fence perimeters, adjoining access roads and driveways, drains, pedestrian trails, viewing stations, shelter houses, and bicycle pathways. • Regular inspection and maintenance of pet waste stations. • Maintaining trash receptacles.
• Removal of trash, debris, and blockages from bioswales. • Inspection and cleaning of trash booms.
• Inspection of weir gates and stop logs to clean debris, as required.

2. Vegetation Maintenance
• Weed control
o Recognition and removal of weeds, such as perennial weeds, morning glory, vine-type weeds, ragweed, and other underground spreading weeds.
o Avoiding activities that result in weed seed germination (e.g. frequent soil cultivation near trees or shrubs).
o Regular removal of weeds from landscape areas, including from berms, painted areas, rock areas, gravel areas, pavement cracks along access roads and driveways, drains, pedestrian trails, viewing stations, park shelters, and bicycle paths.
• Tree and shrubbery trimming and care
o Removal of dead trees and elimination of diseased/damaged growth. o Prevent encroachment of adjacent property and provide vertical clearance. o Inspect for dead or diseased plants regularly.
• Wetland vegetation and landscape maintenance
o Installation and maintenance of hydrophytic and emergent plants in perennially wet and seasonal, intermittent habitats.
o Draining and drawdown of wetland and excessive bulrush removal o Weed and nuisance plant control.
o Removal of aquatic vegetation (e.g. algae and primrose) using appropriate watercraft and harvesting equipment.
o Wildflower and meadow maintenance.
o Grass, sedge, and yarrow management.
o Removal of unwanted hydroseed.

3. Wildlife Management
• Exotic species control.
• Provide habitat management; promote growth of plants at appropriate densities and promote habitat structure for animal species.
• Protect sensitive animal species (e.g. protection during critical life stages including breeding and migration).
• Avoid disturbances to nesting birds.
• Avoid spread of invasive aquatic species.

4. Facility Inspection
• Inspect project sites for rodent and insect infestations on a regular basis. • Inspect for and report graffiti in shelter houses, viewing stations, benches, paving surfaces, walls, fences, and educational and directional signs.
• Inspect facilities for hazardous conditions on roads and trails (e.g. access roads and trails, decomposed granite pathways, and maintenance roads).

Municipal Program
Agreement No.2024MP07

• Inspect shade structures for structural damage or defacement. • Inspect hardscapes.
• Inspect and maintain interpretive and informational signs. • Inspect site furnishings (e.g. benches, hitching posts, bicycle racks). • Maintain deck areas (e.g. benches, signs, decking surfaces). • Visually inspect weirs and flap gates for damage; grease to prevent locking. • Inspect all structures after major storm events, periodically inspect every 3 months, and operate gates through full cycles to prevent them from locking up.

5. Irrigation System Management
• Ensuring automatic irrigation controllers are functioning properly and providing various plant species with proper amount of water.
o Cycle controller(s) through each station manually and automatically to determine if all facets are functioning properly.
o Inspection should be performed at least monthly.
o Recover, replace, or refasten displaced or damaged valve box covers. o Inspect and repair bubbler heads.
o Repair and replace broken drip lines or emitters causing a loss of water (to prevent ponding and erosion).
o Maintain drip system filters to prevent emitters from clogging. Inspection and cleaning should occur at least monthly.
o Inspect and clean mainline filters, wye strainers, basket filters, and filters at backflow devices twice a year.
o Maintain and check function of the drip system.
• Keeping irrigation control boxes clear of vegetation. • Operating irrigation system to ensure it does not cause excessively wet, waterlogged areas, and slope failure.
• Utilizing infrequent deep watering techniques to encourage deep rooting, drought tolerant plant characteristics to promote a self-sustaining, irrigation free landscape. • Determine watering schedules based on season, weather, variation in plant size, and plant varieties. At least four times a year (e.g. change of season), reschedule controller systems. • Turn off irrigation systems at the controller at the beginning of the rainy season, or when the soil has a high enough moisture content.
• Use moisture sensing devices to determine water penetration in soil.

6. Erosion Management and Control
• Inspect slopes for erosion during each maintenance activity. • Inspect basins for erosion.
• Take corrective measures as needed, including filling eroded surfaces, reinstalling or extending bank protection, and replanting exposed soil.

7. Ongoing Monitoring Activities
• Monitor controllable intake water flow and water elevation. • Examine inflow and outflow structures to ensure devices are functioning properly and are free of obstructions.
• Water quality sampling (quarterly, unless justified otherwise). • Checking telemetry equipment.
• Tracking and reporting inspection and maintenance records.

8. Vector and Nuisance Insect Control
• Monitoring for the presence of vector and nuisance insect species. • Adequate pretreatment of influent wastewater to lessen production of larval mosquitos. • Managing emergent vegetation.
• Using hydraulic control structures to rapidly dewater emergent marsh areas. • Managing flow velocities to reduce propagation of vectors.

Municipal Program
Agreement No.2024MP07

UST Cleanup Fund Programs Project Execution Plan
Cover Page
Total Amount Reimbursed To Date:

Total Submitted Costs (not reimbursed yet):

Total Unsubmitted Costs:

Claim within ECAP
Fiscal Year Start Date Budget Category Projected Cost for Fiscal Year 7/1/2024 (auto-fill from Budget Plan) $0.00
7/1/2025 SC $96,679.40
Total PEP Projected Cost: $96,679.40
2/6/2024
Revision No. 1
Current FY Proposed Budget Amount: Reason for Revision: Shift in Schedule Date
$726.00
Adrian Perez/ [email protected]
Fund Staff Name and Email Address: Casey Satkowski / [email protected] Project/Site Information Additional Site Information
Claimant/Grantee Contact Name:

Claimant/Grantee Email Address:

Claim No. (s):
$9,181.00
YES
Project or Site Name:

Project or Site Address:

Claimant/Grantee Name: City of Bell
$535,232.00
Budget Information
Project Management, Well Destruction, Site Restoration
Summary of Project/Scope of Work (SOW):
17952
City of Bell Police Department
6326 Pine Avenue, Bell, CA 90201
Contact Information
Regulator Supervisor Name and Email Address: Yi Lu / [email protected] Proposed Scope of Work
Rey Alfonso
[email protected]
Jimmie Woo / jimmie.woo@@waterboards.ca.gov
Claimant/Grantee Phone Number: 323-923-2626
Regulator Staff Name and Email Address:

Fund Supervisor Name and Email Address:

Date of Agreement:
$28,000.00
(auto-fill from Budget Plan)
Revision Information
Current FY Budget Amount:

Current FY Proposed Budget Category:
(auto-fill from Budget Plan)
If Cost Overages, briefly explain:

Claimant Signature Claimant Name Printed
Revision 4.0
August 4, 2023
ATTACHMENT 1

UST Cleanup Fund Programs
Project Execution Plan
Summary Page
Select Work Phase Below to Enter Detailed Budgets: Quick Links:
2023 Cost Guidelines Leaking Undeground Fuel Tank (LUFT) 2023 Remediation Cost Guidelines GeoTracker
Low Threat Closure Policy (LTCP)
$726.00
Claim is within ECAP (Yes or No) YES
Fiscal Year Start Date of PEP 7/1/2024
Section 1
Fund Program
Revision No.

Claims ECAP - Expedited Claim Account Program
1 Reason for PEP 2/6/2024
Current FY Budget Amount
Revision PEP - Budget Change Request
Section 2
Regulatory Staff Phone
Scope of Work
Total Submitted Costs (not reimbursed yet):
$545,139.00
$96,679.40
Total Project Costs To Date:

Total PEP Costs:

Estimated Costs to Closure
Total Amount Reimbursed To Date:

Total Unsubmitted Costs:

Historical Costs
$535,232.00
$9,181.00
323-923-2626
City of Bell

1. Consultant Business Name The Reynolds Group
Fund Supervisor Name & Email Adrian Perez/ [email protected] Fund Staff Phone
Fund Staff Name & Email
916-449-5558
Global ID Lead Agency Case No.

Current FY Budget Category VM - Verification Monitoring T0603705070 Lead Agency
City of Bell Police Department Project or Site Address 6326 Pine Avenue, Bell, CA 90201 $28,000.00
PEP Agreement Date
Claim No.(s) 17952 LARWQCB
213-576-6600
Project or Site Name
Claimant/Grantee Name
Claimant/Grantee Contact Phone Number
Claimant/Grantee Contact Name Rey Alfonso
[email protected]
Jimmie Woo / jimmie.woo@@waterboards.ca.gov
Claimant/Grantee Email Address
Regulatory Staff Name & EmailCasey Satkowski / [email protected] R-11743
Yi Lu / [email protected]
Project Management, Well Destruction, Site Restoration

2. Consultant Contact Phone

2. Consultant Contact Name & Email

2. Consultant Business Name

1. Consultant Contact Phone 909-831-8650
Patricia Atallah/ [email protected]. Consultant Contact Name & Email Regulatory Supervisor Name & Email

1.0 Project Management

2.0 Site Assessment

3.0 GW Monitoring

4.0 Remedy Selection

5.0 Remediation Installation

6.0 Remedial System O&M

7.0 Post Remediation
Revision 2.0
February 1, 2018

UST Cleanup Fund Programs Project Execution Plan
Multi-Year Budget Plan
(From Cost Estimating Worksheets)
Project or Site Name: City of Bell Police Department Claim No(s) or Project No(s): 17952 Amendment No.: 1 Date Agreement Reached: 2/6/2024
Shaded Cells are Unlocked
Fiscal Year
(Select from
Pull-Down) Brief Scope of Work SC Brief Scope of Work

1.0 Project Management 1.1 Electronic Technical Account Costs (ETAC) $1,264 $0 $1,264

1.2 Regulatory Technical Assistance Costs (RTAC) $1,264 $0 $1,264

1.3 PEP/BCR $1,850 $0 $1,850

1.4 Project Coordination $13,690 $0 $13,690
Subtotal $18,068 $0 $18,068

2.0 Site Assessment 2.1 Work Plan Preparation & Approval $0 $0 $0

2.2 Soil/Groundwater/Soil Gas Sampling & Well Installation $0 $0 $0

2.3 Laboratory Analyses $0 $0 $0

2.4 Site Assessment Reporting $0 $0 $0
Subtotal $0 $0 $0

3.0 Groundwater Monitoring 3.1 Work Plan Preparation & Approval $0 $0 $0

3.2 Groundwater Monitoring Event $0 $0 $0

3.3 Laboratory Analyses $0 $0 $0

3.4 Groundwater Monitoring Reporting $0 $0 $0
Subtotal $0 $0 $0

4.0 Remedy Selection 4.1 Pilot Test/ Feasibility Study Work Plan $0 $0 $0

4.2 Bench or Pilot Testing/Feasibility Study (Field Activities) $0 $0 $0

4.3 Laboratory Analyses $0 $0 $0

4.4 Corrective Action Plan/Feasibility Study Reporting $0 $0 $0

4.5 Remedial Action Plan/Design/Collect Bids $0 $0 $0
Subtotal $0 $0 $0

5.0 Remediation Installation 5.1 System Installation/Construction/Permitting $0 $0 $0

5.2 Drilling Subcontractor $0 $0 $0

5.3 Waste Disposal $0 $0 $0

5.4 Laboratory Analyses $0 $0 $0

5.5 Remedial Implementation Reporting $0 $0 $0
Subtotal $0 $0 $0

6.0 Remedial System O&M 6.1 System Performance Monitoring & Repairs $0 $0 $0

6.2 Permit Maintenance $0 $0 $0

6.3 Waste Disposal $0 $0 $0

6.4 Utilities $0 $0 $0

6.5 Laboratory Analyses $0 $0 $0

6.6 System Performance Reporting $0 $0 $0
Subtotal $0 $0 $0

7.0 Post Remediation Closure 7.1 LTCP Evaluation & Well Destruction Work Plan Preparation (if directed) $0 $0 $0

7.2 Well Abandonment & Site Restoration $74,919 $0 $74,919

7.3 Remediation System Demolition $1,370 $0 $1,370

7.4 Laboratory Analyses/Waste Profile $249 $0 $249

7.5 Post Remediation/Closure Reporting $2,073 $0 $2,073 Subtotal $78,611 $0 $78,611
Total Estimated Cost for FYs $96,679 $0 $96,679
Well destruction and Site restoration.
7/1/2025
Site closure coordination with lead agency
Work Phase Task
Budget Category by Fiscal YearTotal Costs
Through
Closure
7/1/2024
Revision 2.0
February 1, 2018

UST Cleanup Fund Programs Project Execution Plan

1.0 Project Management Tasks
(Cost Estimating Worksheet)
FY 7/1/2024 7/1/2025

1.1 Electronic Technical Account Costs (ETAC) 1.1 Electronic Technical Account Costs (ETAC) Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Project Manager hours $185 $0 Project Manager hours $185 $0 Reimbursement Specialist hours $85 $0 Reimbursement Specialist hours $85 $0 Clerical hours $79 $0 Clerical 16 hours $79 $1,264
Totals 0 $0 Totals 16 $1,264

1.2 Regulatory Technical Assistance Costs (RTAC) 1.2 Regulatory Technical Assistance Costs (RTAC) Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Project Manager hours $185 $0 Project Manager hours $185 $0 Reimbursement Specialist hours $85 $0 Reimbursement Specialist hours $85 $0 Clerical hours $79 $0 Clerical 16 hours $79 $1,264
Totals 0 $0 Totals 16 $1,264

1.3 PEP/BCR 1.3 PEP/BCR
Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Principal Engineer/Geologist hours $222 $0 Principal Engineer/Geologist hours $222 $0 Project Manager hours $185 $0 Project Manager 10 hours $185 $1,850 Staff Engineer/Geologist hours $133 $0 Staff Engineer/Geologist hours $133 $0 Totals 0 $0 Totals 10 $1,850

1.4 Project Coordination 1.4 Project Coordination
Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Principal Engineer/Geologist hours $222 $0 Principal Engineer/Geologist 20 hours $222 $4,440 Project Manager hours $185 $0 Project Manager 50 hours $185 $9,250 Senior Engineer/Geologist hours $185 $0 Senior Engineer/Geologist hours $185 $0 Totals 0 $0 Totals 70 $13,690

1.0 Project Management $0 1.0 Project Management $18,0687/1/2024 7/1/2025 Revision 2.0
February 1, 2018

UST Cleanup Fund Programs Project Execution Plan

8.0 Post Remediation and Closure Tasks
(Cost Estimating Worksheet)
FY 7/1/2024 7/1/2025
Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Principal Engineer/Geologist hours $222 $0 Principal Engineer/Geologist hours $222 $0 Project Manager hours $185 $0 Project Manager hours $185 $0 Senior Engineer/Geologist hours $185 $0 Senior Engineer/Geologist hours $185 $0 Project/Assoc Engineer/Geologist hours $160 $0 Project/Assoc Engineer/Geologist hours $160 $0 Staff Engineer/Geologist hours $133 $0 Staff Engineer/Geologist hours $133 $0 Drafts Person hours $97 $0 Drafts Person hours $97 $0
Clerical hours $79 $0 Clerical hours $79 $0
Totals 0 $0 Totals 0 $0

7.2 Well Abandonment & Site Restoration Qty Units Unit Cost Total 7.2 Well Abandonment & Site Restoration Qty Units Unit Cost Total Project Manager hours $185 $0 Project Manager 12 hours $185 $2,220 Senior Engineer/Geologist hours $185 $0 Senior Engineer/Geologist 4 hours $185 $740 Project/Assoc Engineer/Geologist hours $160 $0 Project/Assoc Engineer/Geologist 20 hours $160 $3,200 Staff Engineer/Geologist hours $133 $0 Staff Engineer/Geologist 101 hours $133 $13,433 Senior Technician hours $124 $0 Senior Technician 16 hours $124 $1,984 Technician hours $106 $0 Technician 12 hours $106 $1,272 Subtotal 0 $0 Subtotal 165 $22,849
Other Direct Costs (ODCs) Qty Units Unit Cost Total Other Direct Costs (ODCs) Qty Units Unit Cost Total Mileage mile $0.66 $0 Mileage 480 mile $0.66 $314
Per Diem day $171 $0 Per Diem day $171 $0
Subtotal $0 Subtotal $314
Subcontractors and Fees Qty Units Unit Cost Total Subcontractors and Fees Qty Units Unit Cost Total Well Destruction Permits each $908 $0 Well Destruction Permits 1 each $908 $908 Encroachment Permits each $4,400 $0 Encroachment Permits 1 each $4,400 $4,400 Driller Subcontractor lump sum $32,448 $0 Driller Subcontractor 1 lump sum $32,448 $32,448 Resurfacing lump sum $8,800 $0 Resurfacing 1 lump sum $8,800 $8,800 Waste Disposal lump sum $3,704 $0 Waste Disposal 1 lump sum $3,704 $3,704 Traffic Control lump sum $748 $0 Traffic Control 2 lump sum $748 $1,496 Other 1 lump sum $0 $0 Other 1 lump sum $0 $0
Other 2 lump sum $0 $0 Other 2 lump sum $0 $0
Subtotals $0 Subtotals $51,756
Totals $0 Totals $74,919

7.3 Remediation System Demolition 7.3 Remediation System Demolition Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Project Manager hours $185 $0 Project Manager hours $185 $0 Senior Engineer/Geologist hours $185 $0 Senior Engineer/Geologist hours $185 $0 Project/Assoc Engineer/Geologist hours $160 $0 Project/Assoc Engineer/Geologist hours $160 $0 Staff Engineer/Geologist hours $133 $0 Staff Engineer/Geologist hours $133 $0 Senior Technician hours $124 $0 Senior Technician hours $124 $0 Technician hours $106 $0 Technician hours $106 $0
Subtotal 0 $0 Subtotal 0 $0
Other Direct Costs (ODCs) Qty Units Unit Cost Total Other Direct Costs (ODCs) Qty Units Unit Cost Total Mileage mile $0.66 $0 Mileage mile $0.66 $0
Per Diem day $171 $0 Per Diem day $171 $0
Other each $0 $0 Other each $0 $0
Subtotal $0 Subtotal $0
Equipment Rental/Supplies Qty Units Unit Cost Total Equipment Rental/Supplies Qty Units Unit Cost Total Miscellaneous Field Items each $44 $0 Miscellaneous Field Items 7 each $44 $308 Heavy Equipment Rental lump sum $0 $0 Heavy Equipment Rental lump sum $0 $0 Other each $177 $0 Other 6 each $177 $1,062
Subtotal $0 Subtotal $1,370
Subcontractors Qty Units Unit Cost Total Subcontractors Qty Units Unit Cost Total Subcontractor 1 0 lump sum $0 $0 Subcontractor 1 lump sum $0 $0 Subcontractor 2 lump sum $0 $0 Subcontractor 2 lump sum $0 $0 Subtotal $0 Subtotal $0
Totals $0 Totals $1,370

7.4 Laboratory Analyses/Waste Profile 7.4 Laboratory Analyses/Waste Profile Analysis - Soil Qty Units Unit Cost Total Analysis - Soil Qty Units Unit Cost Total EPA Method 8260 volatile organic compounds
(VOCs), gasoline and oxygenates sample $0 $0 EPA Method 8260 volatile organic compounds (VOCs), gasoline and oxygenates sample $0 $0
Waste Characterization
(reactivity/corrosively/ignitability) sample $83 $0 Waste Characterization (reactivity/corrosively/ignitability) 3 sample $83 $249 5 LUFT Metals sample $0 $0 5 LUFT Metals sample $0 $0
Other sample $0 $0 Other sample $0 $0
Other sample $0 $0 Other sample $0 $0
Totals $0 Totals $249

7.5 Post Remediation/Closure Reporting 7.5 Post Remediation/Closure Reporting Staff Title/Classification Qty Units Rate Total Staff Title/Classification Qty Units Rate Total Principal Engineer/Geologist hours $222 $0 Principal Engineer/Geologist 1 hours $222 $222 Project Manager hours $185 $0 Project Manager hours $185 $0 Senior Engineer/Geologist hours $185 $0 Senior Engineer/Geologist hours $185 $0 Project/Assoc Engineer/Geologist hours $160 $0 Project/Assoc Engineer/Geologist 2 hours $160 $320 Staff Engineer/Geologist hours $133 $0 Staff Engineer/Geologist 8 hours $133 $1,064 Drafts Person hours $97 $0 Drafts Person 4 hours $97 $388 Clerical hours $79 $0 Clerical 1 hours $79 $79
Totals 0 $0 Totals 16 $2,073

7.0 Post Remediation/Closure $0 7.0 Post Remediation/Closure $78,611

7.1 LTCP Evaluation & Well Destruction Work Plan Preparation (if directed) 7.1 LTCP Evaluation & Well Destruction Work Plan Preparation (if directed) 7/1/2024 7/1/2025
Revision 2.0
February 1, 2018

Address
1000 S. Fremont Avenue
A‐9 East Ground Floor
Alhambra, CA 91803
Telephone
(626) 588‐5060
Email
[email protected]
Website
RPOSD.LACounty.gov
Board of Directors
Hilda L. Solis
Holly J. Mitchell
Sheila Kuehl
Janice Hahn
Kathryn Barger
Director
Norma E. García‐González
District Administrator
Christina Angeles, Esq.

Assistant
District Administrator
Marybeth T. Vergara
July 26, 2024
Janine Andrade
Director of Community Services
City of Bell
6250 Pine Avenue
Bell, CA 90201
Dear Ms. Andrade,
Measure A Acquisition‐Only Program
Acquisition for 4773‐4777 E Gage Ave (10067)
Acquisitions Above Appraised Value
For  acquisitions  where  the  purchase  price  is  above  the  appraised  value  of  the property,  RPOSD  will  only  advance/reimburse  grant  funds  up  to  the  appraised value of the property being acquired.

For this acquisition, RPOSD can advance funds up to $862,500 per the appraised fair  market  value  of  the  subject  property,  as  of  the  RP  Laurain  &  Associates appraisal date of May 22, 2024. The City of Bell is responsible for the $115,000 difference (gap) between the agreed upon purchase price of $977,500 and the appraised fair market value.

RPOSD will also advance funds for eligible escrow expenses, pending receipt of the Estimated Closing Statement and other required documentation. The City can also  request  for  reimbursement  separately  from  escrow,  environmental  fees incurred within the performance period of the grant.

Should you have any questions, please contact Denise Velasco at (626) 588‐5023 or via email at [email protected].

Sincerely,
Agie Jordan
Grants Section Manager
C: Misha Hughes, Grants Assistant Manager

CERTIFICATE OF ACCEPTANCE

Pursuant to California Government Code Section 27281, this is to certify that the interest in real property conveyed by 4777 GAGE BELL, LLC, a California limited liability company (“Grantor”), by that certain Grant Deed, dated ___________, 2024, to the CITY OF BELL (“City”), is hereby accepted by the undersigned oƯicer and agent of City pursuant to the authority conveyed by the City Council of the City by its action on August ___ , 2024, and the City consents to the recording of the Grant Deed by its duly authorized oƯicer.

Dated: ____________ , 2024.

GRANTEE

CITY OF BELL,
a municipal corporation

By: _____________________
Michael Antwine,
City Manager

STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )

On _________________, 2024 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and oƯicial seal.

_________________________________________
Notary Public

SEAL:

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

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023 4/14/2023

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023 Jacob Shadpour
member

1 AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (“ Agreement”) is dated effective as of April ___, 2023 (“ Agreement Date”), by and between the CITY OF BELL, a body corporate and polit ic (“Buyer” / “ City”), 4777 GAGE BELL, LLC, a California limited liability company (“Seller”) with GLEN OAKS ESCROW, INC, a California corporation, as escrow holder (“ Escrow Holder ”). Fidelity National Title Insurance Company (“Title Company”) acknowledges and agrees to the specific terms and conditions set forth in this Agreement, which are binding and applicable to the Title Company.

R E C I T A L S:

A. Seller owns that certain improved real property located in the City of Bell, County of Los Angeles, State of California, consisting of 4773 Gage Ave. and 4777 Gage Ave. (Assessor Parcel Numbers 6316-027-015 and 016) described in Exhibit “A” attached hereto together with all improvements located thereon (“Property”).

B. The Property is currently a vacant land.

C. Seller desires to sell the Property to Buyer on the terms and conditions in this Agreement.

D. Buyer’s acquisition of the Property is wholly subject to receipt of approximately $1,000,000 in grant funds (the “Grant Funds”) under a Measure A grant from the Los Angeles County Regional Park and Open Space District (“RPSOD” / “District”) and approval from the District pursuant to the terms and conditions of that certain grant agreement between the City and the District, dated May 5, 2022 (such agreement, together with the requirements set forth under the Measure A Grants Administrative Manual, the “Grant Agreement”).

E. Buyer previously performed an environmental review for the proposed acquision pursuant to the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., “ CEQA”) in connection with the Grant Agreement, which culminated in a Exemption, dated July 27, 2022, and the Buyer and Seller acknowledge that certain additional environmental review pursuant to CEQA is required as a pre-condition to the Seller’s acquisition of the Property.

NOW, THEREFORE, in consideration of the mutual covenants set f orth herein, the parties hereto agree as follows:

TERMS AND CONDITIONS:

1. PURCHASE AND SALE OF PROPERTY. Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Property upon the terms and conditions in this Agreement.

2. OPENING OF ESCROW. Within three (3) Business Days (as defined in Section 14.11) of the Agreement Date, the parties shall open an escrow (“Escrow”) with Escrow Holder by causing an executed copy of this Agreement to be deposited with K ilita Smith, Escrow Officer at Glen Oaks Escrow, Inc, 1848 N Canon Drive, Beverly H ills, CA 90210; (323) 210-1022 (“ Escrow Holder”).

Escrow shall be deemed open on the date that (i) a fully executed copy of this Agreement is delivered to Escrow Holder and accepted by Escrow Holder as evidenced by Escrow Holder’s executed acceptance on the signature page, and (ii) Escrow Holder concurrently receives the Deposit (as defined in Section 3.1(a)) (“Opening of Escrow”).

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023 13

2 3. PURCHASE PRICE.

3.1 Amount of Purchase Price. The purchase price for the Property is Nine Hundred Seventy-Seven Thousand Five Hundred Dollars ($977,500) (“Purchase Price”).

(a) Deposit. At Opening of Escrow, Buyer shall deposit the sum of Twenty-Five Thousand Dollars ($25,000) (“Deposit”) with the Escrow Holder, to be held in Escrow for the benefit of the parties and applied against the Purchase Price at Closing or refunded or forfeited in accordance with the terms of this Agreement.

Should Buyer terminate this Agreement for any reason during the Due Diligence Period, Buyer shall be entitled to a refund of the Deposit, less reasonable escrow fees.

However, upon completion of the Due Diligence Period (as defined in Section 7), the Deposit shall become non-refundable such that should Escrow terminate as the result of any Buyer default, the Deposit shall be paid to Seller as liquidated damages as set forth in Section 12.1 and such payment to Seller shall be the sole and exclusive remedy for Buyer’s default. Otherwise, the Deposit shall be applied to the Purchase Price.

(b) Balance of Purchase Price. At least two (2) Business Days prior to the Closing, Buyer shall deposit with Escrow Holder the Purchase Price less the Deposit. The Purchase Price shall be disbursed to Seller by the Escrow Holder upon confirmation of the Closing Date (as defined in Section 5).

(c) Good Funds. All funds deposited into Escrow shall be in “ Good Funds” which means a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California.

3.2 Waiver and Release. The Purchase Price to be paid by Buyer to Seller is all- inclusive of Seller’s interest in the Property and all damages of every kind and nature suffered, or to be suffered as a result of Buyer’s acquisition of the Property for public purposes. By execution of this Agreement, Seller and its successors and assigns shall be deemed to have knowingly and voluntarily waived, released and discharged Buyer from liability and responsibility for or related to any right Seller has, has had or in the future may have to any claim for compensation or damages or liability of any kind, whether known, unknown, fores een or unforeseen, relating in any way to or arising out of Buyer’s acquisition of the Property. In that regard, Seller and its successors and assigns knowingly and voluntarily waive and release Buyer, its employees, agents and officers from liability as to the following: and any rights or obligations which exist or may arise out of the acquisition of the Property for public purposes including, without limitation, Seller’s fee interest in the land, severance damages, relocation expenses or damages, loss of business goodwill and/or lost profits, loss or impairment of any “bonus value” attributable to any lease; damage to or loss of improvements pertaining to realty, costs, interest, attorneys’ fees, and any claim whatsoever of Seller which might arise out of or relate to any respect to the acquisition of the Property by Buyer. _________________
Seller’s Initials

4. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER.

4.1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit with Escrow Holder such funds and other items and instruments DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

3 (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including without limitation:
a. An executed and recordable grant deed in the attached form of Exhibit B (“ Grant Deed”) and such other documents as reasonably required by Title Company in order to enable the Closing and issuance of the Title Policy. b. A FIRPTA Affidavit (as defined in Section 10.7).
c. Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement.

4.2 Buyer. Buyer agrees that on or before 12:00 noon on the date preceding th e Closing Date, Buyer will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including without limitation:
a. A Preliminary Change of Ownership Statement completed in the manner required in Los Angeles County.
b. The statutorily required Certificate of Acceptance of the Grant Deed in the form provided in Exhibit B (“Certificate of Acceptance”).
c. Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement.

4.3 Recordation, Completion and Distribution of Documents. Escrow Holder will cause the Grant Deed (with the Certificate of Acceptance attached) to be recorded when it can issue the Title Policy in accordance with Section 6.2, and holds for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less costs, expenses and disbursements chargeable to the parties pursuant to this Agreement.

5. CLOSING DATE; TIME IS OF ESSENCE.

5.1 Closing Date. Unless extended by Seller pursuant to Section 5.2, Escrow shall close thirty (30) days following Buyer’s issuance of the Buyer’s Due Diligence Notice pursuant to Section 7.2 (“Closing Date”) unless otherwise extended by the mutual agreement of the par ties as evidenced in writing executed by both parties. The terms “ Close of Escrow” and/or “Closing” are used herein to mean the time Grant Deed with the Certificate of Acceptance is filed for recording by the Escrow Holder in the Office of the County Recorder of Los Angeles County, California.

5.2 Extensions. Buyer shall have the right to extend the Closing for two (2) successive periods of thirty (30) days each provided that Buyer shall provide written notice of exercise of an extension delivered to Seller and Escrow Holder not less than ten (10) days prior to the then scheduled Closing Date.

5.3 Possession. Upon the Close of Escrow, exclusive possession and occupancy of the Property shall be delivered to Buyer free and clear of all tenants, personal property and debris.

5.4 Time is of Essence. The parties specifically agree that time is of the essence of this Agreement.

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

4 5.5 Authority of City Manager. The City Manager or his designee, in his sole and exclusive discretion on behalf of Buyer, shall have the authority to approve written requests for extending any deadline under this Agreement. All extensions shall be in writing and executed by the City Manager or his designee.

6. TITLE POLICY.

6.1 Approval of Title.

(a) Promptly following execution of this Agreement but, in no event, later than five (5) Business Days following Opening of Escrow, a preliminary title report shall be issued by the Title Company, describing the state of title of the Property, together with copies of all exceptions specified therein and a map depicting the Property and plotting all easements specified therein (“Preliminary Title Report”). The Preliminary Title Report shall also confirm the exact legal description for the Property which shall be attached to the Grant Deed. Within fifteen (15) Business Days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing (“Buyer's Title Notice”) of Buyer's disapproval of any matters contained in the Preliminary Title Report (“ Disapproved Exceptions”).

(b) In the event Buyer delivers Buyer's Title Notice within t he period set forth in Section 6.1(a) above, Seller shall have a period of ten (10) days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller's Notice”). If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions, Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) Business Days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines to remove such Disapproved Exception(s).
(c) Upon the issuance of any amendment or supplement to the Pr eliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement, provided, however, that Buyer' s initial period of review and approval or disapproval of any such additional exceptions shall be limited to ten (10) days following receipt of notice of such additional exceptions.
(d) Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all leases including the Lease, deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property, and Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Close of Escrow.

6.2 Title Policy. At the Close of Escrow, Title Company shall furnish Buyer with an ALTA Owner's non-extended Policy of Title Insurance (“ Title Policy”) insuring title to the Property vested in Buyer, containing no exception to such title which has not been approved or waived by Buyer in accordance with this Section. The cost of the Title Po licy to Seller shall be paid by Seller.

The Title Policy shall include any available title insurance, extended coverage or endorsements that Buyer has reasonably requested (however, the costs of any extended coverage or endorsements shall be the responsibility of Buyer). Buyer shall have the rig ht to request the issuance of an ALTA extended owner’s policy provided that the additional cost for the extended coverage shall be paid by Buyer.

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

5 7. DUE DILIGENCE.

7.1 Scope of Due Diligence. Within five (5) days of Opening of Escrow, Seller shall provide Buyer with any and all documents and information in Seller’s possession and knowledge concerning the Property (the “Due Diligence Materials”), and Buyer shall have the right to require Seller to provide an analysis of the Property consisting of such engineering, feasibility studies, soils tests, environmental studies and other investigations as Buyer in its sole discretion may desire, to permit Buyer to determine the suitability of the Property for B uyer's contemplated uses and to conduct such other review and investigation which Buyer deems appropriate to satisfy itself to acquire the Property. Buyer shall further have the right to make an examination of all licenses, permits, authorizations, approvals and governmental regulations which affect the Property, including zoning and land use issues and conditions imposed upon the Property by governmental agencies.

Upon Opening of Escrow, Seller shall make available to Buyer true, correct and complete copies of all contracts which relate to the Property (together with any amendments or modifications thereto), and all reports in Seller's possession respecting the physical condition of the Property, if any, and any other information in Seller's possession or control.

Seller's failure to provide Buyer with a complete copy of each document required to be delivered to Buyer pursuant to this Section shall automatically toll the Buyer’s Due Diligence Notice one (1) day for each day or partial day beyond the five (5) day s described above that Seller fails to satisfy its obligations set forth in this Section.

The Due Diligence Materials that Seller shall make available to Buyer include, but are not limited to, true, correct and complete copies of:
(a) All leases, rental agreements, service contracts, and other agreements pertaining to the use or operation of the Property.
(b) All documents relating to or evidencing the condition of the Property.

The parties acknowledge that Seller purchased the Property as part of a bankruptcy proceeding, and as such, Seller has limited Due Diligence Materials in its possession, other than those documents actually provided to Buyer as set forth above. Environmental reports with respect to the Property are available to access from the State Water Resources Control Board by access the following website (“SWRCB Website”):
https://geotracker.waterboards.ca.gov/profile_report?global_id=T0603737498.

Notwithstanding anything to the contrary herein, Buyer has previously commissioned an appraisal of the Property with R.P. Laurain & Associates Inc. ( “Appraiser”), which appraisal determined the fair market value of a fee simple interest in the Property to be $977,500 as of March 30, 2022 (the “ Appraisal”). Pursuant to the Grant Agreement, and the policies of the D istrict, the City cannot acquire the Property for more than the appraised va lue as the Grant Funds will be ineligible for the City if a sale is for more than the appraised value.

7.2 Approval of Due Diligence Matters. Buyer shall notify Seller in writing (“Buyer's Due Diligence Notice ”) no later than ninety (90) days from the Opening of Escrow (the “ Due Diligence Period”, which 90 day period may be tolled on a day-for-day period until the City finalizes and approves of the required environmental review of this Agreement and the transactions contemplated herein pursuant to CEQA), of Buyer's approval or disapproval of the condition of the Property and Buyer's investigations with respect thereto (including the results of the Appraisal) (excluding title matters which are to be approved or disapproved pursuant to Section 6), which approval may be issued or withheld in Buyer's sole and absolute discretion. Buyer's failure to deliver DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023

6 Buyer's Due Diligence Notice on or before the expiration of the Due Diligence Period shall be conclusively be deemed Buyer's disapproval thereof.

7.3 Right to Enter. Subject to the conditions set forth below, Seller grants to Buyer, its agents and employees a limited license to enter upon any portion of the Property for the purpose of conducting engineering surveys, soil tests, investigations or other studies reasonably necessary to evaluate the condition of the Property, which studies, surveys, investigations and tests shall be done at Buyer's sole cost and expense. As a condition to Buyer's entry, inspection or testing, Buyer shall keep the Property free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this Agreement. Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such insurance policy shall name Seller, its successors and assigns as additional insured.

8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.

8.1 Conditions to Buyer's Obligations . The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent (“Buyer’s Conditions Precedent”):
(a) Title Company w ill issue the Title Policy as specified in Section 6.2. (b) Seller has delivered evidence reasonably satisfactory to Buyer that the Property is vacant and free of any occupants.
(c) Buyer has issued the Buyer’s Due Diligence Notice in accordance with Section 7.2. (d) Escrow Holder holds and will deliver to Buyer the instrumen ts and funds, if any, accruing to Buyer pursuant to this Agreement.
(e) Seller is not in default of its obligations under this Agreement. (f) Buyer has received approval from RPOSD for the Closing pursuant to the terms and conditions under the Grant Agreement and has received the Grant Funds (or such funds have been deposited into Escrow by RPOSD).
(g) All required environmental analysis and review pursuant to CEQA has been completed in order to allow for the Closing and related transactions under this Agreement.

8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent:
(a) Buyer has executed the acceptance of the Certificate of Acceptance and delivered same to Escrow Holder to be attached to the Grant Deed prior to recordation. (b) Escrow Holder holds and will deliver to Seller the instrume nts and funds accruing to Seller pursuant to this Agreement.
(c) Buyer is not in material default of its obligations under this Agreement.

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7 9. REPRESENTATIONS AND WARRANTIES.

9.1 General Representations and Warranties.

Seller hereby makes the following representations and warranties to Buyer, each of which is true in all respects as of the Opening of Escrow and shall be true in all respects on the date of Close of Escrow on the Property: (i) Seller has provided all Due Diligence Materials in its possession to Buyer; and (ii) other than as set forth in the Due Diligence Materials Seller has provided to Buyer, to Seller’s knowledge, (A) there are no environmental or health or safety hazards located on or under the Property; and (B) there are no contracts, leases, claims or rights affecting the Property; and (C) Seller has received no written notice from any third parties, prior owners of the Property, or any federal, state or local governmental agency indicating that any hazardous waste remedial or clean- up work remain required on the Property.

The parties acknowledge and agree that the Property is being sold in an AS-IS WHERE IS CONDITION. Buyer acknowledges that it has access to City recor ds and has reviewed the Preliminary Title Report and has reviewed the documents provide d on the SWRCB Website applicable to the environmental condition of the Property.

9.2 Survival of Representations and Warranties of Seller. The representations and warranties in this Section 9 shall survive the Closing and delivery of the Grant Deed for a period of six (6 ) months.

9.3 Breach; Indemnification. If a breach of a representation or warranty occurs before Closing and Buyer is aware of such a breach has occurred, the breach shall be grounds to terminate this Agreement. If any breach occurs due to the Seller’s own action then Seller agrees to indemnify, protect and hold harmless Buyer, its officers, employees and agents (“ Indemnified Parties”) from and against all claims, damages, costs, liabilities and expenses of any kind whatsoever paid, incurred or suffered by or asserted against the Property or any Indemnified Parties directly or indirectly arising from or attributable to any breach by Seller of any of any terms or conditions under this Agreement, including, without limitation, any warranties or representations set forth in this Agreement

9.4 Seller Covenants. Until Closing, Seller shall not do anything which would impair Seller’s title to the Property. If Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to Buyer.

10. ESCROW PROVISIONS.

10.1 Escrow Instructions. Sections 1 through 6, inclusive, 8, 10, 13 and 14 constitute the escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder’s general provisions directly from Escrow Holder and will execute such pr ovision upon Escrow Holder’s request. To the extent that the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow Holder that are reasonably necessary to close Escrow.

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8 10.2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the Los Angeles County Recorder to mail the Grant Deed to Buyer at the address set forth in Section 13 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Los Angeles County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be according to that party's instructions.

10.3 Proration of Real Property Taxes. All non-delinquent general and special real property taxes shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty (360) day year.

10.4 Payment of Costs.
a. Cost Allocation. Seller shall pay the costs for the Title Policy (non-extended ALTA owner’s policy) and one-half (1/2) of the escrow costs (“ Seller’s Charges”). (NOTE:

No documentary transfer taxes will be payable pursuant to Government Code Section 11922). Buyer shall pay one-half (1/2) of the escrow fees (“ Buyer’s Charges”).

Buyer is a public agency and is exempt from recording charges. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder.
b. Closing Statement. At least three (3) Business Days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary Escrow closing statement which shall include each party’s respective shares of costs. The preliminary closing statement shall be approved in writing by the parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to the parties.

10.5 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, either party may elect to cancel this Escrow upon written notice to the other party and Escrow Holder. Upon cancellation, Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same with Escrow Holder. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement.

10.6 Information Report . Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report (“Information Report”) and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto.

Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information.

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9 10.7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE (“FIRPTA Affidavit”).

10.8 No Brokerage Commissions. Buyer and Seller each represent and warrant to the other that no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement. Buyer and Seller each agree to indemnify and hold the other parties harmless from and against all liab ilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee.

11. NON-COLLUSION. No official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which it is directly or indirectly interested, or in violation of any interest of any corporation, partnership, or association in which it is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non-interest” pursuant to California Government Code Sections 1091 and 1091.5. Seller warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded this Agreement. Seller further warrants and represents that it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City officia l, officer, or employee, as a result or consequence of obtaining or being awarded any agreement. Seller is aware of and understands that any such act(s), omission(s) or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Seller’s Initials: ___________

12. DEFAULT.

12.1 DEFAULT OF BUYER; LIQUIDATED DAMAGES. IF BUYER SHOULD

DEFAULT UNDER THIS AGREEMENT, THEN BUYER AND SELLER AGREE THAT SELLER

WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY BUYER OR FAILURE OF

ESCROW TO CLOSE ON OR BEFORE THE CLOSING DATE, WHICH DAMAGES SH ALL BE IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCE RTAIN. BUYER

AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES

WOULD BE IN THE EVENT OF SUCH DEFAULT BY BUYER HAVE AGREED BY P LACING THEIR INITIALS BELOW THAT THE SUM OF TWENTY-FIVE THOUSAND DOLLA RS ($25,000)

SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1 671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. IN THE EVENT OF AND FO R SUCH DEFAULT BY BUYER, THE F OREGOING

AMOUNT SHALL BE SELLER'S SOLE MONETARY REMEDY THEREFOR, UNLESS BUYER

WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL THE ESCROW, I N

WHICH INSTANCE SELLER SHALL ALSO BE ENTITLED TO ALL COSTS AND EXPENSES,

INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY SELLER WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGR EEMENT.

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1 0

FURTHERMORE, THE FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS OF BUYER.
___________________ ___________________
Seller’s Initials Buyer’s Initials

12.2 Default by Seller. If all conditions precedent to Seller's obligations to sell the Property have occurred but Seller fails to Close under this Agreement for any reason other than the default by Buyer under this Agreement, Buyer shall have all rights and remedies under law and equity, including without limitation, bringing an action for specific performance of Seller's obligations or in lieu thereof, bringing an action for damages for breach of Seller's obligations.

13. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be served on the parties at the addresses set forth below. Any such notices shall, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified and addressed to the party to be notified, with return receipt requested, (ii) by overnight delivery using a nationally recognized overnight courier, or (iii) by personal delivery. Notice deposited in the mail in the manner hereinabove described shall be effective upon receipt or rejection of such notice. Notice given in any other manner shall be effective only if and when received (or rejected) by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. California time of any Business Day with delivery made after such hours to be deemed received the following business day. A party’s address may be changed by written notice to the other party; however, no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Buyer shall be deemed given by Buyer and notices given by counsel to the Seller shall be deemed given by Seller.

To Seller: 4777 GAGE BELL, LLC
PO BOX 58311,
Los Angeles, CA 90058-0311
Attn: Legal Department

To Buyer: City of Bell
6330 Pine Ave.

Bell, California 90201
Attn: Carlos Islas, Interim City Manager;
Manuel Acosta, Community Development Director

With a Copy to: Aleshire & Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attention: David Aleshire, Esq.

To Escrow Holder: Glen Oaks Escrow, INC
184B N CANON DR
BEVERLY HILLS CA 90210
Attn Kilita Smith, Escrow Officer

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1 1

14. GENERAL PROVISIONS.

14.1 Assignment. Buyer shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of Seller to a financially viable assignee and provided that upon such assignment, Buyer shall promptly notify Seller and Escrow Holder and provide a written assignment, assumption and release agreement executed by Buyer, Seller and assignee. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.

14.2 Attorneys’ Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs.

14.3 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.

14.4 No Waiver. No delay or omission by either party in exercising any right or power accruing upon the compliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.

14.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto.

14.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.7 Merger. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect.

14.8 Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.

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1 2

14.9 Non-Liability of Officials or Employees. No officer, official or employee of Buyer shall be personally liable to Seller in the event of any default or breach or for any amount which may become due hereunder, or on any obligations under the terms of this Agreement.

14.10 Continuing Cooperation . Each party shall execute and deliver such other reasonable documents requested by the other party or by Escrow Holder to consummate the transactions described herein.

14.11 Definition of Days. The term “Business Days” shall mean calendar days excluding weekends and holidays and state holidays.

14.12 Exhibits . Exhibits A and B attached hereto are incorporated herein by reference.

14.13 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound.

15. 1031 Exchange. Buyer is aware that Seller intends to perform an IRC Section 1031 tax- deferred exchange. Seller requests Buyer's cooperation in such an exchange and agrees to indemnify, defend, and hold Buyer harmless from any and all claims, costs, liabilities, ex penses, or delays in time resulting from such an exchange.

16. Discretionary Environmental Review. The City shall have full discretionary approval over any environmental review required pursuant to CEQA as a condition precedent to the consummation of the transfer of the Property. As to any matter which the City is legally entitled to exercise its discretion with respect to the proposed transactions contemplated herein, nothing herein shall obligate the City to exercise its discretion in any particular manner, and any exercise of discretion reserved hereunder or required by law is not a waiver of the City’s police powers and shall not be deemed to constitute a breach or default by the City under this Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as of the Agreement Date.

Note: Sections 3.2, 11 & 12.1 need to be separately initialed as indicated.

SELLER: BUYER:

4777 GAGE BELL, LLC.,
a California limited liability company

By: ________________________
Name:__________________
Title:___________________

CITY OF BELL, a body corporate and politic

By: _______________________________
Monica Arroyo, Mayor

_________________, 2023
Accepted by:

ESCROW HOLDER:

Accepted and agreed to:

Glen Oaks Escrow, Inc., a California
corporation
By: _________________________
Kilita Smith, Escrow Officer
Dated: ________________, 2023
TITLE COMPANY:

Accepted and agreed to:

Fidelity National Title Insurance Company, a
California corporation
By: _________________________
Name:

Title:

Dated: ________________, 2023

ATTEST:
_____________________________
Angela Bustamante,
City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP
By: ___________________________
David Aleshire, City Attorney

DocuSign Envelope ID: C50A6354-9AF5-4880-95D4-2CA41FB91023 Jacob Shadpour
Member

01135.0005/823935.4
EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY

That certain real property in the City of Bell, County of Los Angeles, State of California legally described as follows:

Summarized as portions of Lots 1490 and 1491 of Tract No. 3766, in the City of Bell, County of Los Angeles, State of California, as per map recorded in Book 41 Page(s) 3 of Maps, in the Office of County Recorder of said County.
(The exact legal description shall be confirmed by the Title Company prior to closing.)

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01135.0005/823935.4
EXHIBIT “B”

GRANT DEED

FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Bell
6330 Pine Ave.

Bell, California 90201
City Clerk
____________________________________________________________________________

GRANT DEED
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged 4777 GAGE BELL, LLC, a California limited liability com pany (“Grantor”), hereby grants to the CITY OF BELL, a municipal corporation (“Grantee”), that real property in the City of Bell, County of Los Angeles, State of California, legally described as set forth on Exhibit A attached hereto and incorporated herein by reference (“Property”).

IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed on its behalf by its respective officers or agents hereunto as of the date specified below. “GRANTOR”
4777 Gage Bell, LLC , a California limited
liability company

Date: _________________, 2023 By: ______________________________ Name: _________________________
Title: __________________________

APNs 6316-027-015,016 (Space Above This Line for Recorder’s Office Use Only) THE UNDERSIGNED GRANTOR DECLARES:

DOCUMENTARY TRANSFER TAX IS $0 per R&T Code
11922
(Exempt from Recording Fee per Gov. Code §6103)
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01135.0005/823935.4

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

That certain real property in the City of Bell, County of Los Angeles, State of California, legally described as follows:

(TO BE ATTACHED BY TITLE COMPANY PRIOR TO EXECUTION AND RECORDATION)

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01135.0005/823935.4

CERTIFICATE OF ACCEPTANCE

Pursuant to California Government Code Section 27281, this is to certify that the interest in real property conveyed by 4777 GAGE BELL, LLC, a California limited liability company (“Grantor”), by that certain Grant Deed, dated ___________, 2023, to the CITY OF BELL (“City”), is hereby accepted by the undersigned officer and agent of City pursuant to the authority conveyed by the City Council of the City by its action on March ___, 2023, and the City consents to the recording of the Grant Deed by its duly authorized officer.

Dated: ____________, 2023.

GRANTEE

CITY OF BELL,
a municipal corporation

By: _____________________
Michael Antwine
Cit
y Manager

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01135.0005/823935.4

STATE OF CALIFORNIA )
) s s .

COUNTY OF LOS ANGELES )

On _________________, 2023 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

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

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01135.0006/1004129.3

PUBLIC WORKS AGREEMENT
By and Between

CITY OF BELL
and
GREAT WESTERN INSTALLATIONS, INC.

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01135.0006/1004129.3

AGREEMENT FOR PUBLIC WORKS SERVICES

BETWEEN THE CITY OF BELL AND
GREAT WESTERN INSTALLATIONS, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this _______ day of 2024 by and between the CITY OF BELL, a charter city (“City”) and GREAT WESTERN INSTALLATIONS, INC. a Utah Corporation, (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposa ls or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Following submission of the lowest responsible and responsive bid for the performance of the services, Contractor was selected by the City to perform those services.

C. The City desires to retain Contractor, on an independent contractor basis, to perform services for public works, as more particularly described below.

D. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

E. Pursuant to the Bell Municipal Code and California state law, City has authority to enter into and execute this Agreement.

F. The Parties desire to formalize the selection of Contractor for performance of the services and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material induceme nt to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and

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01135.0006/1004129.3
professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professi onal standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Bid Documents.

The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Little Bear Park Surfacing Option 2A , including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all o rdinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Compliance with California Labor Law.
(a) Public Work . The Parties acknowled ge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcem ent by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages . Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determinat ion of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages . Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined

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by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such r ecords in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply w ith and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for comp liance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day . Contractor acknowledg es that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours . Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials ________

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(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement , Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including w ithout limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall d iligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, a ssessed or imposed against City hereunder.

1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the serv ices should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will inve stigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) mat erial Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will mat erially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.

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(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement . Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

1.7 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair , remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility o f the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether o r not such warranties and guarantees have been transferred or assigned to the City by separate agreement

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and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non -conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.9 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.10 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this A greement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the C ontractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower.

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(iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an inc rease in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not e xceed Two Hundred Sixty Seven Thousand Five Hundred Ninety Six Dollars ($267,596.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

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2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by C ity’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.

Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s co rrect and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the pa yment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

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3.2 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding November 1, 2024, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

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ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Brandon Seitz _____________ Playologist_______________
(Name) (Title)
________________________ ________________________
(Name) (Title)
________________________ ________________________
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement.

Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreeme nt or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the C ontractor shall refer any decisions which must be made

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by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its princip als and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In additio n, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance . Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in

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an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance . Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for a ny owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance . Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance . Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements mus t be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of a ll required insurance policies, at any time.
(b) Duration of coverage . Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be

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endorsed to contain a provisi on that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A - (or higher) and Financial Size Catego ry Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation . All insurance coverage maintained or procured pursuant to this agreement shall be end orsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non -estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting . Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation . Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) o r nonrenewal of coverage for each required coverage.
(j) Additional insured status . General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall

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be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations . None of the coverages required herein will be in compliance with these requirements if they include any li miting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause . Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications . The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims . Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, cos ts, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in

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connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, a gents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of p rofessional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

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5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third -party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.

Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under t his Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned dire ctly to the escrow agent at the sole expense of the Contractor.

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5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hol d the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, suc h ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services perf ormed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing desig n services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and othe r materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s g uarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.

Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and ma terials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entiti es other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be consider ed "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportu nity to review any response to discovery requests provided by

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Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such cou rt in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
(b) Dispute Resolution . This contract is subject to the provision s of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amo unts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s a cts or omissions in performing or failing to perform Contractor’s

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obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold sh all not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in pe rformance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand Two Hundred Dollars ($1,200.00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance ( Exhibit “D” ). The City may withhold from any monies payable on account of services performed by th e Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

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7.8 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer . Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3 . In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reas onable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set -off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney ’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton

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Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commen cing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of servi ces under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, d irect or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to co mply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ

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such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (wit h her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201 , and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in wr iting. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 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.

9.4 Integration; Amendment.

This Agreement including th e attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approve d by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences , clauses, paragraphs, or sections of this

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Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, office r, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

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

CITY:

CITY OF BELL, a charter city
____________________________________
Ali Saleh, Mayor
ATTEST:

Angela Bustamante, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONTRACTOR:

GREAT WESTERN INSTALLATIONS,
INC., a Utah corporation
By: _______________________________
Name:

Title:

By: _________________________________
Name:

Title:

Address: 975 S. State Hwy 89
Logan, UT 84321

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01135.0006/1004129.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF ______________________
COUNTY OF ______________________
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within in strument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0006/1004129.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF ______________________
COUNTY OF ________________________
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0006/1004129.3 A-1
EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Little Bear Park Surfacing Option 2A, including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

Contractor shall conduct the removal and replacement of the pour and play surface at the Camp Little Bear Playground located at 6704 Orchard Avenue Bell, CA 90201. The Scope of Work will consist of the following tasks:

A. Install TJ Janca - Site Work will include:

1. Demo/remove PIP for 11,845 sqft at 3.5” depth.

2. Provide/install CAB materials compacted to 90% for 1,750 sqft at 3.5” depth.

3. Remove and dispose of spoils.

4. Prevailing wages.

5. Price includes one (1) move-on only.

B. Install TJ Janca – Surfacing-Standard 100%

1. Install approximately 10,094 sq. ft. of 3½” Pro-Tect TurfTM.

2. 100% standard color wear course.

3. Standard colors (Blue, Green, Beige, Red).

4. Use of California recycled tires.

5. Use of aromatic binder.

6. Prevailing wages.

7. Removal of our construction debris.

8. Price includes one (1) move-on only.

9. Standard two (2) year warranty.

C. Install TJ Janca – Turf Surfacing

01135.0006/1004129.3 A-2

1. Install approximately 1,751 sq. ft. of Synthetic Turf.

2. Everglade Turf, Pile Height 1.75”, LEAD Free Product, Face Weight 75 ounces.

3. Recommended for moderate to heavy foot traffic.

4. Turf nail board secured to concrete area ; n ail board to be installed 3/8” below finished grade.

5. Nail or staple Turf to nail board edge.

6. 1.5-2.5lbs/SF infill to grade level.

7. Removal of our construction debris.

8. Prevailing Wages.

9. Price includes one (1) move-on only.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports:

A. Status reports due upon City’s request.

IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

V. Contractor shall provide safe and continuous passage for pe destrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

01135.0006/1004129.3 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

None.

01135.0006/1004129.3 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

TASK SUBBUDGET
A. Install TJ Janca - Site
Work
$49,965.00
B. Install TJ Janca –
Surfacing-Standard 100%
$187,989.00
C. Install TJ Janca – Turf
Surfacing
$29,642.00
TOTAL $267,596.00

II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.

IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not excee d the amount provided in Section

2.1 of this Agreement.

01135.0006/1004129.3 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:

Deadline Date
A. Install TJ Janca - Site Work October 31, 2024
B. Install TJ Janca –
Surfacing-Standard 100%
October 31, 2024
C. Install TJ Janca – Turf
Surfacing
October 31, 2024
II. Contractor shall deliver the following tangible work products to the City by the following dates.

A. Status reports due upon the City’s request.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

01135.0006/1004129.3 D-1

PERFORMANCE BOND

WHEREAS, the CITY OF BELL, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________;

WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;

NOW, THEREFORE, we the undersigned Contractor and Surety, ar e held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

Executed on 20___.

PRINCIPAL

(Seal if Corporation) By

Title

(Attach Acknowledgment of Authorized Representative of Principal)

01135.0006/1004129.3 D-2

Any claims under this bond may be addressed to:

(name and address of Surety)

(name and address of Surety's agent for service
of
process in California, if different from above)

(telephone number of Surety's agent in
California)

(Attach Acknowledgment)
SURETY

By
(Attorney-in-Fact)

APPROVED:

(Attorney for CITY)

NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

01135.0006/1004129.3

PAYMENT BOND
(Labor and Material Bond)

WHEREAS, the CITY OF BELL, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;

NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fai ls to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) fo r work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such pe rsons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

01135.0006/1004129.3

Executed on , 20____.

PRINCIPAL

(Seal if Corporation) By

Title

(Attach Acknowledgment of Authorized Representative of Principal)

Any claims under this bond may be addressed to:

(name and address of Surety)

(name and address of Surety's agent for service
of process in California, if different from above)

(telephone number of Surety's agent in
California)

(Attach Acknowledgment)
SURETY

By
(Attorney-in-Fact)
APPROVED:

(Attorney for CITY)

NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

01135.0006/1004129.3

WORKERS COMPENSATION INSURANCE CERTIFICATE

Description of Contract: City of BELL
Project: _____________________________________________

Type of Insurance: Workers' Compensation and
Employers' Liability Insurance

THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.

The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy.

POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY

Workers' Compensation:

Statutory Limits Under the Laws
of the State of California

Employers' Liability:

$_________________ Each Accident

$_________________ Disease - Policy Limit

$_________________ Disease - Each Employee

Named Insured (Contractor) Insurance Company

Street Number Street Number

City and State City and State

By
(Company Representative)

(SEE NOTICE ON NEXT PAGE)

01135.0006/1004129.3
Insurance Company Agent for Service
of Process in California:

Name

Agency

Street Number

City and State

Telephone Number

This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein.

This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy.

NOTICE:

No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company.

01135.0006/1004129.3

ADDITIONAL INSURED ENDORSEMENT

COMPREHENSIVE GENERAL LIABILITY

Name and address of named insured (“Named Insured”)

Name and address of Insurance Company (“Company”)

General description of agreement(s), permit(s), license(s), and/or activity(ies) insured

Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until complianc e with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard

01135.0006/1004129.3
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager, City of BELL, 6330 Pine Avenue, Bell, California 90201.

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sh eet. The following inclusions relate to the above coverages. Includes:

□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

(signatures on following page)

01135.0006/1004129.3
I, (print name) , hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20

Signature of Authorized Representative

(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

01135.0006/1004129.3

ADDITIONAL INSURED ENDORSEMENT

AUTOMOBILE LIABILITY

Name and address of named insured (“Named Insured”)

Name and address of Insurance Company (“Company”)

General description of agreement(s), permit(s), license(s), and/or activity(ies) insured

Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, fr om all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard

01135.0006/1004129.3
to operations performed by or on behalf of the Named Insured regardless of any prior, concu rrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of BELL
6330 Pine Avenue
BELL, California 90201

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:

□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

(signatures on following page)

01135.0006/1004129.3
I, (print name) , hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20

Signature of Authorized Representative

(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

01135.0006/1004129.3

ADDITIONAL INSURED ENDORSEMENT

EXCESS LIABILITY

Name and address of named insured (“Named Insured”)

Name and address of Insurance Company (“Company”)

General description of agreement(s), permit(s), license(s), and/or activity(ies) insured

Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operat ions performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

01135.0006/1004129.3

8. It is hereby agreed that the laws o f the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of BELL
6330 Pine Avenue
BELL, California 90201

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

□ Following Form
□ Umbrella Liability
□

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NO. AMOUNT

12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:

13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

14. This is an □ occurrence or □ claims made policy (check one).

15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

01135.0006/1004129.3

(signatures on following page)
I, (print name) , hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20

Signature of Authorized Representative

(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

Proposal for
City of Bell
Prepared by
04-16-2024
Job # 100977-01
Little Bear Park Surfacing Option 2A
805-910-5971 | www.gwpark.com

City of Bell
Attn: Janine A Andrade
6330 Pine Ave
Bell, CA 90201
Phone: 323-773-1596
[email protected]
Ship to Zip 90201
Quantity Part # Description Unit Price Amount
1 INSTALL TJ Janca - Site Work-
•Demo/remove PIP for 11,845 sqft at 3.5” depth.
•Provide/install CAB materials compacted to 90% for 1,750 sqft at 3.5” depth. •Remove and dispose spoils.
•Prevailing wages.
•Price includes one (1) move-on only
$49,965.00 $49,965.00
1 INSTALL TJ Janca - Surfacing-Standard 100%-
•Install approximately 10,094 sq. ft. of 3½” Pro-Tect TurfTM •100% standard color wear course.
•Standard colors (Blue, Green, Beige, Red).
•Use of California recycled tires.
•Use of aromatic binder.
•Prevailing wages.
•Removal of our construction debris.
•Price includes one (1) move-on only.
•Standard two-year warranty.
$187,989.00 $187,989.00
1 INSTALL TJ Janca - Turf Surfacing-
•Install approximately 1,751 sq. ft. of Synthetic Turf. •Everglade Turf, Pile Height 1.75”, LEAD Free Product, Face Weight 75 ounces, •Recommended for moderate to heavy foot traffic
•Turf nail board secured to concrete area; nail board to be installed 3/8” below finished grade. •Nail or staple Turf to nail board edge.
•1.5-2.5lbs/SF infill to grade level.
•Removal of our construction debris.
•Prevailing Wages.
•Price includes one (1) move-on only.
$29,642.00 $29,642.00
Sub Total $267,596.00
Total $267,596.00
Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
04/23/2024
Quote #
100977-01-08
Little Bear Park Surfacing Option 2A

Comments
Your Sales Rep is Brandon Seitz. Please reach out to Brandon at 805-910-5971 if you should have any questions regarding this quote.

Due to the volatility of freight costs, the freight pricing is subject to change at the time of order .

Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old. ***OPTIONAL-To include a Payment and Performance Bond, please add $5140 plus tax if applicable.

Shipping to Site Location:
6704 Orchard Ave
Bell, CA 90201
*Freight charges are based on listed zip code and are subject to change if shipping information changes. *Deposit may be required.

Permitting not included, unless otherwise noted.

Prevailing Wages
DIR #1000028191 CSLB #929912 B & C61/D34
TERMS & CONDITIONS:

Remittance Address:
975 S. Hwy 89
Logan, UT 84321
PRICING: Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.

PAYMENT TERMS: Net 30 days subject to approval by Credit Manager. A signed P.O. made out to Great Western Recreation or this signed quotation is required for all orders unless otherwise noted. Equipment shall be invoiced separately from other services and shall be payable in advance of those services and project completion. Checks should be made payable to Great Western unless otherwise directed.

FINANCE CHARGE: A 1.5% monthly finance charge (or as permitted by law) will be added to invoices over 30 days past due.

TAXES: Taxes will be be shown as a separate line item when included. Any applicable taxes not shown will be added to final invoice. A copy of your tax exemption certificate must be submitted at time of order or taxes will be added to your invoice.

MINIMUM ORDER: Our minimum order is $50 (USD) Any order less than $5000 requires cash with order or payment by major credit card.

SHIPMENT: Multiple shipments may be required based on point of origin. Above costs assume one shipment for each vendor quoted.

DELIVERY: It is the responsibility of the owner to offload and inventory equipment, unless other arrangements have been made. Missing or damaged equipment must be reported within 60 days of acceptance of delivery.

INSTALLA TION CONDITIONS:

ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.

STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process.

Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation.

FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost.

UTILITIES: Owner is responsible for locating any private utilities.

ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.

Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
04/23/2024
Quote #
100977-01-08
Little Bear Park Surfacing Option 2A

ACCEPTANCE OF QUOTATION:

Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.

Purchase Amount: $267,596.00 Date: _______________________________

________________________________________________________________ Signature

Please fill out this
ORDER FORM, this is required to process the
order .

Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
04/23/2024
Quote #
100977-01-08
Little Bear Park Surfacing Option 2A

Proposal for
City of Bell
Prepared by
04-16-2024
Job # 100977-01
Little Bear Park Surfacing Option 1A
805-910-5971 | www.gwpark.com

City of Bell
Attn: Janine A Andrade
6330 Pine Ave
Bell, CA 90201
Phone: 323-773-1596
[email protected]
Ship to Zip 90201
Quantity Part # Description Unit Price Amount
1 PIP/TURF GT-Impax - 11,845 SF - Poured in Place Surfacing and Turf - PIP & Turf
11,845 sf, 8' CFH
PIP Area
10,094 Sf
8' CH
Quote includes a 3.25" cushion layer and a 0.5" wear layer Includes a color mix of 100% Standard Color TBD
No Design
TURF
1,751 SF
166 LF of Nailerboards
No Cushion
Install Over Decomposed Granite
ProPlay Turf
No TTA
Aromatic Binder
Prevailing Wages
$231,771.00 $231,771.00
1 INSTALL Install - Site Work -
•Demo/remove PIP for 11,845 sqft at 3.5” depth.
•Provide/install CAB materials compacted to 90% for 1,750 sqft at 3.5” depth. •Remove and dispose spoils.
•Prevailing wages.
•Price includes one (1) move-on only
$49,965.00 $49,965.00
Sub Total $281,736.00
Total $281,736.00
Comments
Your Sales Rep is Brandon Seitz. Please reach out to Brandon at 805-910-5971 if you should have any questions regarding this quote.

Due to the volatility of freight costs, the freight pricing is subject to change at the time of order .

Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old. ***OPTIONAL-To include a Payment and Performance Bond, please add $4305 plus tax if applicable.

Shipping to Site Location:
6704 Orchard Ave
Bell, CA 90201
*Freight charges are based on listed zip code and are subject to change if shipping information changes. *Deposit may be required.

Permitting not included, unless otherwise noted.

Prevailing Wages
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
04/23/2024
Quote #
100977-01-07
Little Bear Park Surfacing Option 1A

Remit Payment to:

GameTime
P.O. Box 680121
Fort Payne, AL 35968

Taxes:

All applicable taxes will be added at time of invoicing unless otherwise included or a tax-exempt certificate is provided.

If sales tax exempt, you must provide a copy of certificate to be considered exempt.

Prices :

FOB Factory.

Orders:

All orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime.

Standard GameTime equipment orders over $100,000 may require a deposit of 25% at the time of order and an additional 25% at or before order ships Standard orders with equipment, installation and surfacing are requested to be split billed.

Equipment, Taxes & Freight as noted above
Installation and Surfacing billed as completed and Due Upon Receipt.

Terms:

Cash With Order Discount (CWO): Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire) are eligible for a three percent (3%) cash with order discount.

Payment via credit card:  If you elect to pay by credit card, GameTime charges a 2.50% processing fee that is assessed on the amount of your payment.  This fee is shown as a separate line item and included in the total amount charged to your credit card.  You have the option to pay by check, ACH or Wire without any additional fees.

Credit terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved prior to the order being received. Please allow at minimum 2 days for the credit review process. GameTime may also require:

Completed Project Information Sheet (if applicable)
Copies of Payment and Performance Bonds (if applicable) A 1.5% per month finance charge will be imposed on all past due invoices.

Retainage not accepted.

Orders under $5,000 require payment with order.

DIR# 1000015526 CSLB#855664
INSTALLA TION CONDITIONS:

ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.

STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process. Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation.

FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost.

UTILITIES: Owner is responsible for locating any private utilities.

ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.

GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
04/23/2024
Quote #
100977-01-07
Little Bear Park Surfacing Option 1A

ACCEPTANCE OF QUOTATION:

Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.

Purchase Amount: $281,736.00 Date: _______________________________

________________________________________________________________ Signature

Please fill out this
ORDER FORM, this is required to process the
order .

GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
04/23/2024
Quote #
100977-01-07
Little Bear Park Surfacing Option 1A

Lice
nse # 657695
DIR # 1000001641
ORTCO Inc.
2163 N. Glassell St
Orange, CA 92865
+1 7149983998
BILLY@ortc
oplays.com
Estimate
ADD
RESS

GREAT WESTERN RECREATION
975 S. STATE HWY. 89
LOGAN, UT 84321
ESTIMATE # DATE EXPIRATION DATE
2024-576 04/10/2024 04/10/2024

JOB SITE

CAMP LITTLE BEAR

ACTIVITY DESCRIPTION QTY RATE AMOUNT
MOBILIZATION MOBILIZE EQUIPMENT AND MATERIALS 1 1,500.00 1,500.00

DEMO DEMO AND DISPOSE OF EXISTING RUBBER
SURFACING. APPROXIMATELY 11,845 SQFT. AT
COMBINED 4 AREAS.
1 47,380.00 47,380.00

SUB BASE PROVIDE, GRADE AND COMPACT SUB BASE
MATERIALS. APPROXIMATELY 1,751 SQFT. x 4"
DEPTH.
1 3,852.00 3,852.00
TURF PROVIDE AND INSTALL ARTIFICIAL TURF.

APPROXIMATELY 1,751 SQFT. INCLUDES
PERIMETER NAILER BOARD AND INFIL.
1 31,000.00 31,000.00
***OPT 1***

RUBBER PROVIDE AND INSTALL POUR IN PLACE RUBBER
SURFACING. 50/50 BLACK AND STANDARD COLOR
WITH AROMATIC BINDER. EXCLUDES DESIGNS
AND GRAPHICS. APPROXIMATELY 10,094 SQFT. FOR
AN AVG. CFH OF 8'
1 169,075.00 169,075.00
***OPT 2***

RUBBER PROVIDE AND INSTALL POUR IN PLACE RUBBER
SURFACING. 100% STANDARD COLOR WITH
AROMATIC BINDER. EXCLUDES DESIGNS AND
GRAPHICS. APPROXIMATELY 10,094 SQFT. FOR AN
AVG. CFH OF 8'
1 188,250.00 188,250.00
EXCLUSIONS EXCLUSIONS: DELIVERY/UNLOADING, DEMO

AND/OR REMOVAL OF ANY EXISTING EQUIPMENT

OR STRUCTURES, SAFETY SURFACING, ASPHALT,

CONCRETE, BORDERS, CURBS, SUB-BASE AND
COMPACTION. ANY OTHER ITEMS OTHER THAN
THOSE SPECIFICALLY STATED IN THIS QUOTE.

PERMITS NOT INCLUDED. AREA TO BE CLEAR &
LEVEL. UNDERGROUND UTILITIES MUST BE
MARKED. HIC/GMAX TESTING. ORTCO IS A NON
UNION COMPANY. PRICING EXCLUDES ANY UNION
REQUIREMENTS.
1 0.00 0.00

Lice
nse # 657695
DIR # 1000001641

ACTIVITY DESCRIPTION QTY RATE AMOUNT
***PLEASE NOTE PRIOR TO SCHEDULING WE WILL
NEED A PHYSICAL PURCHASE ORDER***

DIR REQUIREMENTS WHEN REQUIRING CERTIFIED PAYROLL TO BE

UPLOADED ON THE DIR WEBSITE, PLEASE

FORWARD YOUR DIR PROJECT NUMBER TO US

ALONG WITH YOUR PO BEFORE COMMENCEMENT

OF THE PROJECT SO WE MAKE SURE WE ARE

COMPLIANT IN SUBMITTING ALL PAYROLLS IN A
TIMELY MANNER.
1 0.00 0.00

ADDTL INSURANCE DIRECT COST FOR ANY ADDITIONAL INSURANCE ABOVE AND BEYOND 1 MILLION FOR GL, WC,

AUTO, AND UMBRELLA WILL BE CHARGED

DIRECTLY TO CUSTOMER , IF REQUIRED BY
CONTRACT.
1 0.00 0.00
PRICES PRICES ARE GOOD FOR 30 DAYS 1 0.00 0.00
If you have any questions, please call Billy Police at (657)258-6484. TOTAL $441,057.00 Accepted By Accepted Date

4889-0730-5931v4/201014-0001
RESOLUTION NO. 2024-35

A RESOLUTION OF SUCCESSOR AGENCY TO THE BELL

COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE

ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING
BONDS IN AN AMOUNT NOT TO EXCEED $ 6,000,000, AND

APPROVING THE FORM OF AN INDENTURE OF TRUST, A

FORM OF ESCROW AGREEMENT, A FORM OF BOND

PURCHASE AGREEMENT, A FORM OF CONTINUING

DISCLOSURE AGREEMENT, AND AUTHORIZING CERTAIN

OTHER ACTIONS IN CONNECTION THEREWITH

Recitals.

A. The Bell Community Redevelopment Agency (the “ Prior Agency”) was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) (the “ Law”), and the powers of the Prior Agency included the power to issue bonds for any of its corporate purposes.

B. The Redevelopment Plan for the Bell Redevelopment Project Area was adopted and approved, and amended from time to time, in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with.

C. On June 28, 2011, the California Legislature adopted ABx1 26 (the “Dissolution Act”) and ABx1 27 (the “Opt-in Bill”).

D. The California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt-in Bill, resulting in the dissolution of the Prior Agency as of February 1, 2012.

E. The Prior Agency’s redevelopment powers, assets and obligations were transferred on February 1, 2012 to the Successor Agency to the Bell Community Redevelopment Agency (the “Successor Agency”).

F. On or about June 27, 2012, AB1484 was adopted as a trailer bill in connection with the 2012-13 California Budget.

G. The Prior Agency previously issued $27,925,000 Bell Community Redevelopment Agency Bell Redevelopment Project Area Tax Allocation Refunding Bonds, Issue of 2003 (collectively, the “Prior Bonds”).

H. California Health and Safety Code Section 34177.5(a)(1) authorizes successor agencies to refund outstanding bonds or other indebtedness provided that: (i) the total interest cost to maturity on the refunding bonds or other indebtedness, plus the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded; and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the bonds or other

2 4889-0730-5931v4/201014-0001
indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance.

I. The Successor Agency now desires to authorize and approve the issuance of tax allocation refunding bonds (the “ 2024 Bonds”) in an aggregate principal amount sufficient to refund all or a portion of the Prior Bonds, and to irrevocably set aside a portion of the proceeds of such 2024 Bonds in one or more separate segregated trust funds which will be used to refund the outstanding Prior Bonds being refunded, to pay costs in connection with the issuance of the 2024 Bonds and to make certain other deposits as required by the Indenture (as defined below).

J. The 2024 Bonds shall be secured by a pledge of property tax revenues authorized by California Health and Safety Code Section 34177.5(a) and (g), pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”).

K. The Successor Agency wishes at this time to approve matters relating to the issuance and sale of the 2024 Bonds.

L. In compliance with SB 450, the Successor has obtained from its Municipal Advisor the required good faith estimates and such estimates are disclosed and set forth in Exhibit A hereto.

NOW, THEREFORE, BE IT RESOLVED BY THE SUCCESSOR AGENCY TO THE BELL COMMUNITY REDEVELOPMENT AGENCY AS FOLLOWS:

Approval of Recitals. The Successor Agency Board hereby finds and determines that the above recitals are true and correct.

Approval of Bonds. The Successor Agency Board hereby approves, subject to the provisions of the Indenture referred to in Section 3 hereof, the issuance of the 2024 Bonds, in one or more series, and from time to time, in an aggregate principal amount of not to exceed $6,000,000, or such lesser amount as is sufficient to refund all or a portion of the Prior Bonds for the purpose of achieving debt service savings in accordance with Health & Safety Code Section 34177.5(a)(1) and the pledge of property tax revenues to the 2024 Bonds pursuant to the Indenture approved by Section 3 of this Resolution (as authorized by California Health and Safety Code Section 34177.5(a) and (g)) on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture. The 2024 Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the 2024 Bonds shall be applied as provided in the Indenture. The 2024 Bonds may be issued as a single issue, or from time to time, in separate series of taxable or tax-exempt bonds, as the Successor Agency shall determine. The approval of the issuance of the 2024 Bonds by the Successor Agency and the Los Angeles County First Supervisorial District Consolidated Oversight Board (the “Oversight Board”) shall constitute the approval of each and every separate series of 2024 Bonds and the sale of the 2024 Bonds at a public or private sale, without the need for any further approval from the Oversight Board.

Approval of Indenture. The Successor Agency Board hereby approves the form of the Indenture of Trust (the “Indenture”) presented herewith, providing for the issuance of the 2024 Bonds. The Chair of the Successor Agency, the Executive Director of the Successor Agency, the Finance Director of the City, the Secretary of the Successor Agency, any member of

3 4889-0730-5931v4/201014-0001
the governing board of the Successor Agency or their respective written designee (each an “Authorized Officer ” and collectively, the “ Authorized Officers ”) are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Indenture, in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. If the 2024 Bonds are to be sold in separate series at different times, each of the Authorized Officers is hereby authorized and directed in the name of the Successor Agency to execute any supplement to the Indenture to provide for the issuance of such series of 2024 Bonds consistent with the terms of the Resolution.

Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the 2024 Bonds on behalf of the Successor Agency, either manually or in facsimile, and such signing as herein provided shall be a sufficient and binding execution of the 2024 Bonds on behalf of the Successor Agency. In case either of such officers whose signature appears on the 2024 Bonds shall cease to be such officer before the delivery of the 2024 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as though such officer had remained in office until the delivery of the 2024 Bonds.

Approval of Escrow Agreement. The Successor Agency Board hereby approves the Escrow Agreement providing for the redemption of the Prior Bonds, in substantially the form presented herewith. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Approval of Continuing Disclosure Agreement. The Successor Agency Board hereby approves the form of the Continuing Disclosure Agreement presented herewith. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to select a dissemination agent and execute and deliver a Continuing Disclosure Agreement in substantially the form presented herewith, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Approval of Bond Purchase Agreement. The Successor Agency Board hereby approves the form of the Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Successor Agency and Raymond James & Associates, Inc., as Underwriter, in the form presented herewith. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the Bond Purchase Agreement shall be signed only if the terms of the Bond Purchase Agreement are such that (i) the total interest cost to maturity on the 2024 Bonds plus the principal amount of the 2024 Bonds will not exceed the total remaining interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds, (ii) the principal amount of the 2024 Bonds will not exceed the amount required to defease the Prior Bonds, to establish a customary debt service reserve fund, and to pay related costs of issuance, and (iii) the aggregate Underwriter’s discount (not including any original issue discount paid by the Underwriter) shall not exceed 1.40 % of the aggregate principal amount of the 2024 Bonds.

4 4889-0730-5931v4/201014-0001
As an alternative to the sale of the 2024 Bonds through a public offering authorized in paragraph (a), the 2024 Bonds may be sold on a private placement basis through Raymond James & Associates, Inc., acting as private placement agent (the “Private Placement Agent”), if a private placement of the 2024 Bonds will produce lower interest rates or true interest cost (and therefore greater savings) than are available through a public offering of the 2024 Bonds, or if a private placement is otherwise preferable to and/or more appropriate than a public offering of the 2024 Bonds, in the opinion of, and upon recommendation of, the Municipal Advisor, which recommendation is agreed to by the Executive Director of the Successor Agency or Finance Director of the City, so long as the interest rate savings specified in paragraph (a) are achieved through said private placement of the 2024 Bonds, and so long as the compensation to the Private Placement Agent through a private placement of the Bonds does not exceed the amount approved by the Executive Director of the Successor Agency or Finance Director of the City.

Bond Insurance; Reserve Policy. The Successor Agency Board hereby authorizes the Executive Director or his designee: (i) to solicit bids for a municipal bond insurance policy and/or reserve fund insurance policy; (ii) to negotiate the terms of such policy or policies; (iii) to finalize, if appropriate, the form of such policy or policies with a municipal bond insurer; and (iv) if it is determined that the policy or policies will result in net savings for the Successor Agency, to pay the insurance premium of such policy or policies from the proceeds of the issuance and sale of the 2024 Bonds. Stradling Yocca Carlson & Rauth LLP, as Bond Counsel to the Successor Agency, is hereby directed to make all changes to the Indenture, the Bond Purchase Agreement, and the Escrow Agreement as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.

Appointment of Professionals. The Successor Agency Board hereby approves and appoints Stradling Yocca Carlson & Rauth LLP to serve as Bond Counsel, Norton Rose Fulbright US LLP to serve as Disclosure Counsel, Willdan Financial Services to serve as Municipal Advisor, and U.S. Bank Trust Company, National Association to serve as Trustee, each to provide such services to the Successor Agency as may be required to issue the 2024 Bonds.

The Authorized Officers are each hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the 2024 Bonds.

Miscellaneous. Each of the Authorized Officers and other appropriate officers of the Successor Agency, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2024 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2024 Bonds, the Indenture, the Continuing Disclosure Agreement, the Bond Purchase Agreement and the Escrow Agreement, each in order to facilitate the issuance of the 2024 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, to amend any of the legal documents entered in connection with the Prior Bonds in order to effectuate the defeasance and refunding of such Prior Bonds, to execute irrevocable refunding instructions with respect to the Prior Bonds, to secur e municipal bond insurance on the 2024 Bonds and/or a reserve surety or reserve policy to fund any reserve account or fund established for the 2024 Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the 2024 Bonds, to negotiate and execute a private placement agreement with the Private Placement Agent, and to negotiate and execute an agreement or instructions for the County Auditor-Controller to directly pay debt service on the 2024 Bonds from the Successor Agency’s Redevelopment Property Tax Trust Fund (i.e.,

5 4889-0730-5931v4/201014-0001
irrevocable instructions to intercept property tax revenues or a custody agreement), as the Authorized Officer may require or approve, in consultation with Bond Counsel and the Successor Agency’s Municipal Advisor, and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved.

Electronic Signatures . The Successor Agency Board hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that the Successor Agency would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

Effective Date. This Resolution shall take effect immediately upon its adoption by the governing board of the Successor Agency, and the Secretary shall certify the vote adopting this resolution.

Certification. The Secretary of the Successor Agency shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

__________________________________
Ali Saleh, Mayor

APPROVED AS TO FORM

_________________________
Dave Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 24
th day of July, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________
Angela Bustamante, City Clerk

A-1
4889-0730-5931v4/201014-0001

EXHIBIT A

GOVERNMENT CODE SECTION 5852.1 DISCLOSURE

In compliance with Section 5852.1 of the California Government Code, the following information consists of estimates that have been provided by Willdan Financial Services, the Successor Agency’s Municipal Advisor in connection with the Bonds (the “Municipal Advisor”) and has been represented by such party to have been provided in good faith:

(A) Principal Amount. The Municipal Advisor has informed the Successor Agency that, based on the Successor Agency’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $5,415,000 (the “Estimated Principal Amount”).
(B) True Interest Cost of the Bonds. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the initial true interest cost in aggregate of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 5.62%. This estimate is based on an initial Finance Charge of the Bonds as described below.
(C) Finance Charge of the Bonds. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $360,850.64. (D) Amount of Proceeds to be Received. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Successor Agency for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $5,054,149.36. (E) Total Payment Amount. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Successor Agency will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $6,897,951.83.

The foregoing constitute good faith estimates only. The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates; (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the Successor Agency’s financing plan, or a combination of such factors.

The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be

A-2
4889-0730-5931v4/201014-0001
determined by the Successor Agency based on a variety of factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Successor Agency.

Stradling Draft of July 18, 2024
4874-4915-2715v4/201014-0001

INDENTURE OF TRUST
Dated as of [November] 1, 2024
by and between the

SUCCESSOR AGENCY TO THE

BELL COMMUNITY REDEVELOPMENT AGENCY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to
$______________________

SUCCESSOR AGENCY OF THE

BELL COMMUNITY REDEVELOPMENT AGENCY
TAX ALLOCATION REFUNDING BONDS, SERIES 2024 (FEDERALLY TAXABLE)

TABLE OF CONTENTS
Page
i
4874-4915-2715v4/201014-0001

ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01 Findings and Determinations ..................................................................................... 3 Section 1.02 Definitions ................................................................................................................. 3 Section 1.03 Rules of Construction .............................................................................................. 12

ARTICLE II

AUTHORIZATION AND TERMS
Section 2.01 Authorization of 2024 Bonds ................................................................................... 12 Section 2.02 Terms of 2024 Bonds ............................................................................................... 13 Section 2.03 Redemption of 2024 Bonds ..................................................................................... 13 Section 2.04 Form of 2024 Bonds ................................................................................................ 15 Section 2.05 Execution of Bonds .................................................................................................. 15 Section 2.06 Transfer of Bonds .................................................................................................... 15 Section 2.07 Exchange of Bonds .................................................................................................. 16 Section 2.08 Registration of Bonds .............................................................................................. 16 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ........................................................... 16 Section 2.10 Book-Entry System .................................................................................................. 17

ARTICLE III
DEPOSIT AND APPLICATION; ADDITIONAL DEBT
Section 3.01 Issuance of Bonds .................................................................................................... 18 Section 3.02 Application of Proceeds of Sale and Certain Other Amounts ................................. 18 Section 3.03 Costs of Issuance Fund ............................................................................................ 19 Section 3.04 Reserved .................................................................................................................. 19 Section 3.05 Issuance of Subordinate Debt .................................................................................. 19

ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01 Security of Bonds; Equal Security ........................................................................... 19 Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues ............................................................................................. 21 Section 4.03 Deposit of Amounts by Trustee ............................................................................... 21 Section 4.04 Provisions Relating to 2024 Insurance Policy ......................................................... 23 Section 4.05 Provi s ions Relating to 2024 Reserve Policy ............................................................ 23

ARTICLE V

OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01 Punctual Payment .................................................................................................... 24 Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances ............................ 24 Section 5.03 Extension of Payment .............................................................................................. 24 Section 5.04 Payment of Claims ................................................................................................... 24 Section 5.05 Books and Accounts; Financial Statements ............................................................. 24 Section 5.06 Protection of Security and Rights of Owners .......................................................... 25 Section 5.07 Payments of Taxes and Other Charges .................................................................... 25 Section 5.08 Taxation of Leased Property .................................................................................... 25

TABLE OF CONTENTS
(continued)
Page

ii
4874-4915-2715v4/201014-0001
Section 5.09 Disposition of Property ............................................................................................ 25 Section 5.10 Maintenance of Pledged Tax Revenues ................................................................... 26 Section 5.11 Continuing Disclosure ............................................................................................. 26 Section 5.12 Compliance with the Dissolution Act ...................................................................... 26 Section 5.13 Further Assurances .................................................................................................. 27 Section 5.14 [Last and Final Recognized Obligation Payment Schedule..................................... 27 Section 5.15 [Meet and Confer; Recognized Obligation Payment Schedule ............................... 28

ARTICLE VI

THE TRUSTEE
Section 6.01 Duties, Immunities and Liabilities of Trustee ......................................................... 28 Section 6.02 Merger or Consolidation .......................................................................................... 30 Section 6.03 Liability of Trustee .................................................................................................. 30 Section 6.04 Right to Rely on Documents and Opinions ............................................................. 32 Section 6.05 Preservation and Inspection of Documents ............................................................. 33 Section 6.06 Compensation and Indemnification ......................................................................... 33 Section 6.07 Deposit and Investment of Moneys in Funds .......................................................... 34 Section 6.08 Accounting Records and Financial Statements ....................................................... 35 Section 6.09 Other Transactions with Successor Agency ............................................................ 35

ARTICLE VII

MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01 Amendment With And Without Consent of Owners ............................................... 35 Section 7.02 Effect of Supplemental Indenture ............................................................................ 36 Section 7.03 Endorsement or Replacement of Bonds After Amendment .................................... 36 Section 7.04 Amendment by Mutual Consent .............................................................................. 36 Section 7.05 Opinion of Counsel .................................................................................................. 37 Section 7.06 Copy of Supplemental Indenture to Insurers, S&P and Moody’s ........................... 37

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default and Acceleration of Maturities ................................................... 37 Section 8.02 Application of Funds Upon Acceleration ................................................................ 39 Sec
tion 8.03 Power of Trustee to Control Proceedings ................................................................ 39 Section 8.04 Limitation on Owner’s Right to Sue ........................................................................ 39 Section 8.05 Non-Waiver ............................................................................................................. 40 Section 8.06 Actions by Trustee as Attorney-in -Fact ................................................................... 40 Section 8.07 Remedies Not Exclusive .......................................................................................... 40 Section 8.08 Determination of Percentage of Bondowners .......................................................... 41 Section 8.09 [Rights of 2024 Insurer ............................................................................................ 41 Section 8.10 [2024 Insurer as Owner ........................................................................................... 41 Section 8.11 [Special Provisions for 2024 Insurer Default .......................................................... 41 Section 8.12 [Consent of 2024 Insurer in Addition to Bondowner Consent ................................ 42