Agenda packet — Bell City Council, November 13, 2024 (part 2 of 2)

BID PW 24-001
SPC24-08 CA-11
of Contr actor 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 principals 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 addition, 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 s uch 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.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:

(a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $5,000,000 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be t wice the occurrence limit.

(b) Workers Compensation Insurance. A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California, with Statutory Limits, and Employer’s Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease, and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.

Page 168 ends

BID PW 24-001
SPC24-08 CA-12

(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. If Design/Build, Professional liability insurance shall be in an amount no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. (f) Contractor’s Pollution Legal Liability and/or Errors and Omissions. If project involves environmental hazards, a policy shall be with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

(g) Builder’s Risk. Builder’s Risk. (Course of Construction) Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

(h) 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 be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insur ed does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insur ance binders evidencing the above insurance coverages and said Certificates of Insurance or binde rs are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at

Page 169 ends

BID PW 24-001
SPC24-08 CA-13
any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED

THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY
(30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.

[to be initialed]
Agent’s Initials

City, i ts respective elected and appointed o fficers, directors, o fficials, employees, agents and volunteers are to be covered as additional insureds as respects:
liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the r equirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall r equire the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

Page 170 ends

BID PW 24-001
SPC24-08 CA-14
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 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 p erform 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, agents 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 indemni fy, defend and hold h armless 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 professional 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 p rofessionals’ 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.

5.4 Notification of Third-Party Claims.

Page 171 ends

BID PW 24-001
SPC24-08 CA-15
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 fu rnishing labor and/or materials in connection with the work und er 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 mat erials for work and s ervices und er 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 insur ance 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 this 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 directly to the escrow agent at the sole expense of the Contractor.

5.8 Release of Securities.

Page 172 ends

BID PW 24-001
SPC24-08 CA-16
City shall release the Pe rformance and Labor Bonds wh en the following have occurred:

(a) Contractor has made a written request for release and provided evidence of s atisfaction 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 hold 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 subc ontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of p ayroll records in compliance with all applicable laws, or other documents relating to the disburs ements charged to City and services performed 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.

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 design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of s aid 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.

Page 173 ends

BID PW 24-001
SPC24-08 CA-17

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other mat erials (the “documents and mat erials”) 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 Contr act Officer or upon the termination of this Agreement, and Contractor shall have no claim for fu rther 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 guarantee 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 materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, s uch 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 entities 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 Attorn ey, 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 considered "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 h ave 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 d eposition, request for documents, interrogatories, request for admissions 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

Page 174 ends

BID PW 24-001
SPC24-08 CA-18
opportunity to review any response to discovery requests provided by Contr actor.

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 court 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 p ay 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 provisions 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 r esponse 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.

Page 175 ends

BID PW 24-001
SPC24-08 CA-19
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 shall 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 cu re, correct or remedy any default, to r ecover damages for any default, to comp el spe cific 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 ord er to p ursue a legal action under this Agreement.

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance 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 Three Hundred Dollars ($1,300.00) as liquidated damages for each calendar day of delay in the performance of any s ervice required hereunder, as specified in the Schedule of Performance (Exhibit “D”), and per section 6-9 of the Special Provisions. The City may withhold from any monies payable on account of services performed by the 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.

Page 176 ends

BID PW 24-001
SPC24-08 CA-20

7.8 Termination Prior to Expiration of Term.

This Section shall govern any t ermination 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 t he Contractor m ay determine. Upon receipt of any notice of t ermination, 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 reasonable 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 p rosecute 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 p rosecuted 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 Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with

Page 177 ends

BID PW 24-001
SPC24-08 CA-21
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.

No officer or employee of the City shall have any financial interest, direct 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, s ex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply 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 such unauthorized aliens for the p erformance of work and/or services covered by this A greement, and should any liability or sanctions be imposed

Page 178 ends

BID PW 24-001
SPC24-08 CA-22
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 p arty 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 (with 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 writing. Noti ce 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 or iginal, and s uch counterparts sh all constitute one and the s ame instrument.

9.4 Integration; Amendment.

This Agreement including the 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 approved 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.

Page 179 ends

BID PW 24-001
SPC24-08 CA-23
clauses, paragraphs, or sections of this Agreement which are h ereby 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, officer, 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 h eirs, executors, administrators, successors and assigns of the parties.

[SIGNATURES ON FOLLOWING PAGE]

Page 180 ends

BID PW 24-001
SPC24-08 CA-24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL

Ali Saleh
Mayor
ATTEST:

Angela Bustamante
City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J.

Aleshire
City Attorney

CONTRACTOR:

Econolite Systems, Inc.

By:

Christian U. Haas, CEO
Name: Title

__________________________________

By:

Huy Huynh, Treasurer
Name: Title:

Address: 1250 N. Tustin Avenue

Anaheim, CA 92807

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 R EGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

Page 181 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

BID PW 24-001
SPC24-08 CA-25
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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 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)

TITLE OR TYPE OF DOCUMENT

PARTNER(S) LIMITED

GENERAL

NUMBER OF PAGES

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

DATE OF DOCUMENT

SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR

ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE

Page 182 ends

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

BID PW 24-001
SPC24-08 CA-26
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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)

TITLE OR TYPE OF DOCUMENT

PARTNER(S) LIMITED

GENERAL

NUMBER OF PAGES

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

DATE OF DOCUMENT

SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))

Page 183 ends

BID PW 24-001
SPC24-08 CA-27

EXHIBIT “A”

SCOPE OF WORK

I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the Plans, Specifications, and Contract Documents for the project entitled TRAFFIC SIGNAL IMPROVEMENTS FOR HIGHWAY SAFETY IMPROVEMENT PROGRAM (HSIP) CYCLE 11 HSIPSL-5272(020) IN THE CITY OF BELL including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

TRAFFIC SIGNAL IMPROVEMENTS FOR HIGHWAY SAFETY IMPROVEMENT PROGRAM (HSIP) CYCLE 11 HSIPSL-5272(020).

The project consists of citywide traffic signal hardware upgrades at all signalized intersections. It includes upgrading vehicle signal heads, backplates, pedestrian countdown signal heads, their mountings, installing accessible pedestrian signals (APS), and other incidental and appurtena nt work necessary for the proper completion of the Project.

III. 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.

IV. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work A rea Traffic Control Handbook (WATCH), latest edition.

Page 184 ends

BID PW 24-001
SPC24-08 CA-28

EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
In accordance with Section 5.4, upon execution of this Agreement and prior to commencement of work, Contractor shall provide a performance bond securing Contractor’s faithful performance of this Agreement in the amount equal to or greater than the Contract Sum. In addition, prior to commencement of work, Contractor shall p rovide a payment bond in the amount of the Contract Sum securing payment for all persons furnishing labor and materials in connection with the work under this Agreement in a form acceptable to the City. If the Contract Sum is increased, Contractor shall increase the amounts of the performance bond and payment bond in the same or greater amount as the increase in the Contract Sum.

The following documents on pages CA-33 thru CA-41, inclusive, shall be required to be completed and executed by Contractor and are hereby made a part of this Agreement:

o Faithful Performance Bond
o Payment Bond
o Worker’s Compensation Insurance Certificate
o Declaration of Sufficiency of Funds
o Guaranty
o Final Closeout Agreement and Release of All Claims

Page 185 ends

BID PW 24-001
SPC24-08 CA-29

EXHIBIT “C”

SCHEDULE OF COMPENSATION

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

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 exceed $ 897,115.76 Section 2.1 of this Agreement.

Page 186 ends

BID PW 24-001
SPC24-08 CA-30

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

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

Days to Perform Deadline Date

A. Task A

Proposed Construction Schedule 10 days 10 days from Contract Execution

B. Task B

Complete all Work 40 days 40 days from Notice to Proceed

II. Contractor shall deliver the following tangible work products to the City by the following dates.

A. Construction Schedule

B. Complete all work per Plans and Specifications

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

Page 187 ends

AGENDA ITEM 7

Page 1 ends

City of Bell
Agenda Report

DATE: November 13, 2024

TO: Mayor and Members of the City Council

FROM: Janine A. Andrade, Community Services Director

APPROVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Approval for the Installation of a New Playground Project at Camp Little Bear and to Enter Into an Agreement with Great Western Installations, Inc.

RECOMMENDATION:

It is recommended that the City Council approve an agreement with Great Western Inc. for the removal and replacement of the three Playground Areas at Camp Little Bear.

BACKGROUND:

The Camp Little Bear Park Playground serves as an essential recreational space for Bell’s youth, requiring ongoing maintenance to ensure it remains safe, durable, and accessible for all users.

Camp Little Bear Park provides a safe, inviting space where children can play, explore, and build social connections, supporting their physical and emotional development. The playground also offers families a welcoming, accessible environment to enjoy quality time together, fostering a strong sense of community and belonging.

After 19 years of dedicated service, the playground equipment at Camp Little Bear Park has experienced significant deuteriation and substantial wear and tear, making replacement necessary to provide a safe and enjoyable environment for children. While the structures have been maintained over the years, the City of Bell is now considering a full equipment upgrade to enhance safety and play value for the community's youth.

Replacing the playgrounds at Camp Little Bear Park is a priority for ensuring a safe, vibrant, and inviting space for our children. The existing equipment has served our community well over the years, but with visible deterioration, it no longer meets the high standards our families deserve.

Upgrading all three playgrounds, including updated signage, will renew Camp Little Bear as a welcoming hub where children can play freely and safely. Investing in modern, durable play equipment not only enhances the playground’s appeal but strengthens its role as a beloved gathering space, where families can come together and make lasting memories.

DISCUSSION:

In August 2024, the City Council approved the upgrade of the Pour and Play surfacing at Camp Little Bear Park. The Community Services Department identified that the three playgrounds at

Page 188 ends

AGENDA ITEM 7

Page 2 ends

Camp Little Bear Park were also in need of an upgrade and learned of the Community Champions Grant offered in partnership with Great Western Recreation and GameTime.

The Great Western Recreation and GameTime partnership offers significant grant opportunities to help communities fund playground upgrades. GameTime’s "Community Champions" grants provide up to 100% matching funds on various play systems, which can double the impact of available budgets for parks and playgrounds.

Additionally, the partnership between Great Western Recreation and OMNIA Partners is invaluable to this project, offering streamlined access to high-quality play systems and park amenities at competitive pricing. For example, through this collaboration, the City of Bell is able to enhance Camp Little Bear Park with new, modern playground equipment, ensuring a safe and engaging space for the community while maximizing budget efficiency.

The Community Services Department successfully secured an additional grant opportunity totaling $192,425.74 through Great Western Recreation and GameTime. This funding will directly support the replacement and enhancement of playground euipment at Camp Little Bear Park, ensuring updated, safe, and engaging play environments for the children in our community. This grant will amplify the positive impact of the playground improvements, allowing us to provide long- lasting benefits and a welcoming space for families to enjoy for years to come.

FISCAL IMPACT:

The project is being funded by the American Rescue Plan Act (ARPA) Funds in the amount of $397,447.54 for the removal, purchase, and installation of the three playground areas located at Camp Little Bear Park, plus bond charge. Furthermore, a contingency of $39,745.00 (ten percent of the bid amount) is included for any additional necessary work.

Community Services staff will also be soliciting proposals from construction firms to provide project and construction management services, estimated at a cost of approximately $50,000.

This additional expense will be brought to the City Council for approval separately.

ATTACHMENT(S):

1. Agreement

2. Camp Little Bear All Area Playgrounds Option 4 Proposal 100977-01-Opt 1A

Page 189 ends

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

GREAT WESTERN INSTALLATIONS, INC

Page 190 ends

1 AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

GREAT WESTERN INSTALLATIONS, INC

THIS AGREEMENT (herein “Agreement”) is made and entered into this 13th day of November, 2024 by and between the CITY OF BELL, a municipal corporation, (herein “City”) and GREAT WESTERN INSTALLATIONS, INC (herein “Contractor”). The parties hereto agree as follows:

RECITALS
A. City requires the construction of three playground removals and replacement at Camp Little Bear Park as set forth more fully in this Agreement.

B. Contractor represents to City that Contractor is qualified to perform said work and has submitted a proposal to City for the same.

C. City desires to have Contractor perform said services on the terms and conditions set forth herein.

D. Pursuant to the City of Bell’s Municipal Code, City has authority to enter into this Service Agreement and the Chief Administrative Officer has authority to execute this Agreement.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows:

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 S
cope of Services.

Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which services may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended.

Page 191 ends

2 1.2 Contractors Proposal.

Documents Included in Contract. This contract consists of this Agreement and any Exhibits, which are incorporated herein by this reference. In the event of an inconsistency, the terms of this Agreement shall govern.

1.3 C ompliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, 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 L
icenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant 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 Consultant’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, assessed or imposed against City hereunder.

1.5 F
amiliarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services 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, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.6 C
are of Work.

The Consultant shall adopt reasonable methods 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 may be caused by City’s own negligence.

Page 192 ends

3 1.7 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 Bell 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 his sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair 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 of 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 or not such warranties and guarantees have been transferred or assigned to the City by separate agreement 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. This provision may be waived in Exhibit “B” if the services hereunder do not include construction of any improvements or the supplying of equipment or materials.

1.8 P
revailing Wages.

Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public Works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide

Page 193 ends

4 Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

1.9 F
urther 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 A
dditional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Agreement Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor.

Any increase in compensation of up to five percent (5%) of the Agreement Sum or $25,000, whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor.

1.11 S
pecial 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 PAYMENT METHOD

Page 194 ends

5 2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant 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 exceed THREE HUNDRED NINETY-SEVEN THOUSAND, FOUR HUNDRED FORTY-SEVEN DOLLARS AND FIFTY-FOUR CENTS ($397,447.54) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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 contract retention; (iii) payment for time and materials based upon the Consultant’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.

2.3 R
eimbursable 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 Consultant 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 Consultant is required to attend additional meetings to facilitate such coordination, Consultant 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 City’s Director of Finance. The invoice 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.

City shall 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 use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and

Page 195 ends

6 undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.

2.5 Wai ver.

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 T ime of Essence.

Time is of the essence in the performance of this Agreement

3.2 Schedule of P erformance.

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 Maj
eure.

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 Agency, 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 an
d 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 forth 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 amount to fraud.

Acceptance of any work by City shall not constitute a waiver of any of the provisions of this

Page 196 ends

7 Agreement including, but not limited to, Section X, pertaining to indemnification and insurance, respectively.

3.5 T erm.

Unless earlier terminated in accordance with Article 3 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 R epresentatives 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 foregoing 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 foregoing 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 the City of Bell 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.

Page 197 ends

8 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 Agreement 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 C
ontract Officer.

The Contract Officer shall be such person as may be designated by the Chief Administrative Officer of City. 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 Contractor shall refer any decisions which must be made 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 Chief Administrative Officer, 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 P
rohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the Agency 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 Agency. In addition, 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 Agency. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more

Page 198 ends

9 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 Agency.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 I
nsurance Coverages.

(a) C
omprehensive General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.

(c)
Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars.

Page 199 ends

10 insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City.

The insurance 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 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 City’s Interim Chief Administrative Officer or other designee of the City due to unique circumstances.

(d) P
rofessional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement.

The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

(e)
Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements.

5.2 G
eneral Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit

Page 200 ends

11 new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED

BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO
CERTIFICATE HOLDER NAMED HEREIN.

[to be initialed] _____________
Agent Initials

City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers.

Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractor subcontracts any portion of the work in compliance with Section4.5 of this Agreement, the contract between the Contractor and such subcontractor shall

Page 201 ends

12 require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 In
demnification.

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, costs, 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 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 reckless or willful misconduct, or arising from Contractor’s indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:

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 professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring

Page 202 ends

13 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.

5.4 Performance Bond.

Concurrently with execution of this Agreement, and if required in Exhibit “B”, Contractor shall deliver to City performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. The bond 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.

5.5 Sufficiency of Insurer or Surety.

Insurance or 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 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 due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager of City (“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 5.4 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within 10 days of receipt of notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 R
ecords.

Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed 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

Page 203 ends

14 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.

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 design 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.

6.3 Ownership of Documents.

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 guarantee and warranties shall not extend to such use, revise 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 the City of Bell 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.

6.4 Confidentiality and Release of Information.

All 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

Page 204 ends

15 work product to persons or entities other than City without prior written authorization from the Contract Officer.

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 considered "voluntary" provided Contractor gives City notice of such court order or subpoena.

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.

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 admissions 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 opportunity to review any response to discovery requests provided by 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 C
alifornia Law.

7.2 D
isputes; Default.

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

Page 205 ends

16 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, when the default is cured, proceed with payment on the invoices. 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.

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 amounts 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 acts or omissions in performing or failing to perform Contractor’s 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 shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Wai
ver.

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 the City of Bell 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 R
ights and Remedies are Cumulative.

Page 206 ends

17 7.6 Legal Action.

7.7 L
iquidated Damages.

7.8 T
ermination 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 Agency, except that where termination is due to the fault of the Agency, 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 reasonable 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 T
ermination for Default of Contractor.

Page 207 ends

18 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 A
ttorneys’ Fees.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 No
n -liability of Agency Officers and Employees.

No officer or employee of the Agency 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 C
onflict 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 services 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 Agency shall have any financial interest, direct 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.

Page 208 ends

19 8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry 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, marital status, national origin, or ancestry.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the 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 N
otices.

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 Chief Administrative Officer and to the attention of the Contract Officer, CITY OF BELL, City Hall, 6330 Pine Avenue, Bell, California 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 writing. 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.

9.2 In
terpretation.

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.

Page 209 ends

20 9.4 I ntegration; Amendment.

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 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 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]

Page 210 ends

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

CITY:

CITY OF BELL, a municipal corporation

__________________________________
Michael L. Antwine II, City Manager

ATTEST:

_________________________________
Angela Bustamante, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

_________________________________
David Aleshire, City Attorney

CONTRACTOR:

Great Western Installations, Inc

By: ______________________________________

Name: Sarauna Openshaw
Title: Compliance Specialist

Address: 975 South State Hwy 89, Logan, UT 84321

Two signatures are required if a corporation.

NOTE: CONSULTANT’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 DEVELOPER’S BUSINESS ENTITY.

Page 211 ends

22 EXHIBIT "A"

SCOPE OF SERVICES

I. Contractor will perform the following Services per Scope Proposal # 100977-05.

Contractor shall perform all work and comply with all specifications and requirements of the “General Provisions and “Special Provisions” included in the bid documents for the project entitled Camp Little Bear All Area Playgrounds Option 4, including any documents or exhibits referenced herein.

II. Brief Description of the work to be performed:

Contractor shall conduct the removal and replacement of 3 playground areas at the Camp Little Bear Park site at 6704 Orchard Avenue, Bell CA 9020. The Scope of work will consist of the following tasks.

A. Camp Little Bear All Area Playgrounds Option 4 will be provided at the following location:

1. Service Area. Contractor will provide poured in place at Camp Little Bear Park. a. Site Work will include:
b. 2-5 GameTime Custom Playground

c. GameTime Sing Set

d. 5-12 GameTime Custom Playground

e. 5-12 GameTime Custom Tree House Playground

f. 3 GameTime Custom Welcome Signs

g. GameTime Treehouse Area Swing Set

h. TJ Janca Demo and remove existing playground equipment for 3 play area - Prevailing Wages

i. TJ Janca - Installation of Playground Equipment

Page 212 ends

23 EXHIBIT “B”

SPECIAL REQUIREMENTS

Page 213 ends

24 EXHIBIT “C”

SCHEDULE OF COMPENSATION

Page 214 ends

25 EXHIBIT “D”

SCHEDULE OF PERFORMANCE

Contractor agrees that time is of the essence and all construction must be complete by February 28, 2025.

Page 215 ends

Proposal for
City of Bell
Prepared by
10-25-2024
Job # 100977-05
Camp Little Bear All Area Playgrounds Option 4
805-910-5971 | www.gwpark.com

Page 216 ends

Page 217 ends

Page 218 ends

Page 219 ends

Page 220 ends

Page 221 ends

Page 222 ends

Page 223 ends

Page 224 ends

Page 225 ends

Page 226 ends

Page 227 ends

Page 228 ends

Page 229 ends

Page 230 ends

Page 231 ends

Page 232 ends

Page 233 ends

Page 234 ends

Page 235 ends

Page 236 ends

Page 237 ends

Page 238 ends

City of Bell
Attn: Janine A Andrade
6330 Pine Ave
Bell, CA 90201
United States
Phone: 323-773-1596
[email protected]
Ship to Zip 92867
Quantity Part # Description Unit Price Amount
2-5 Area
1 RDU GameTime - Custom 2-5 Playground-
Reference Drawing 100977-05-Opt 4
$100,386.00 $100,386.00
1 RDU GameTime - Swing Set-
Reference Drawing 100977-05-Opt 4
$3,320.00 $3,320.00
1 5178 GameTime - Welcome Sign (2-5) $748.00 $748.00
5-12 Playground
1 RDU GameTime - Custom 5-12 Playground-
Reference Drawing 100977-05-Opt 4
$151,414.00 $151,414.00
1 5179 GameTime - Welcome Sign (5-12) $748.00 $748.00
5-12 Treehouse Area
1 RDU GameTime - Custom 5-12 Playground-
Reference Drawing 100977-05-Opt 4
$131,723.00 $131,723.00
4 4118RP GameTime - Timber Gable $1,700.00 $6,800.00
1 5179 GameTime - Welcome Sign (5-12) $748.00 $748.00
5-12 Treehouse Area Swing Set
1 RDU GameTime - Swing Set-
Reference Drawing 100977-05-Opt 4
$4,847.00 $4,847.00
1 INSTALL TJ Janca - Demo and remove existing playground equipment for 3 play area- Prevailing Wages
$19,956.00 $19,956.00
1 INSTALL TJ Janca - Installation of Playground Equipment - • Installation only of (1) Gametime structures 100977-05-opt4 • Footings excavation, and concrete.
• Equipment assembly.
• Removal of spoils.
• Prevailing wages.
• Price includes one (1) move-on only.
$139,394.00 $139,394.00
Contract: OMNIA #2017001134 Sub Total $560,084.00
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
10/29/2024
Quote #
100977-05-05
Camp Little Bear All Area Playgrounds Option 4 - Fall Grant CWO

Page 1 of 5 ends

Page 239 ends

Quantity Part # Description Unit Price Amount
Grant ($192,425.74)
Freight $10,000.00
Tax $19,789.28
Total $397,447.54
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. ***Grant Cash with Order Pricing--order MUST be paid in full at time of order. ***Pricing is based on Grant 2024 pricing. Orders MUST be placed before November 15, 2024, and MUST be shipped by December 31, 2024 to qualify for Grant Pricing.
***Not all equipment is eligible for Grant Pricing.
***OPTIONAL-To include a Payment and Performance Bond, please add $6070.

Ship to Installer:
1009 N. Parker St
Orange, CA 92867

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.

Customer is responsible for offloading.

Prevailing Wages

OMNIA # 4001536
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
10/29/2024
Quote #
100977-05-05
Camp Little Bear All Area Playgrounds Option 4 - Fall Grant CWO

Page 2 of 5 ends

Page 240 ends

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.

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
10/29/2024
Quote #
100977-05-05
Camp Little Bear All Area Playgrounds Option 4 - Fall Grant CWO

Page 3 of 5 ends

Page 241 ends

ACCEPTANCE OF QUOTATION:

Billing and Shipping information will be as stated on quote unless indicated below.

Change billing information to:

Address: _______________________________________________________

________________________________________________________

Contact: _______________________________________________________

Change shipping information to:

Address: _______________________________________________________

________________________________________________________

Contact: _______________________________________________________

Colors:

Per Renderings
Palette _____________________________

Per Submittals ____________________________________________________________

Other Colors, please specify __________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________

Purchase Amount: $397,447.54

Signature: _______________________________________ Date: _____________________ Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.

DIR# 1000015526 CSLB#855664
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
10/29/2024
Quote #
100977-05-05
Camp Little Bear All Area Playgrounds Option 4 - Fall Grant CWO

Page 4 of 5 ends

Page 242 ends

INSTALLATION 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.

Page 5 of 5 ends

Page 243 ends

2 Color HDPE
2 Color HDPE 2
Accent
Accent 2
Arch
Basic
Basic 2
Batting Cage
Buffings
Cabling
Climber Nets
Coated Site
Deck:PVC
EPDM
Fabric 1
Fabric 2
Fence Guard
Fun Formz
Handgrip
HDPE
HDPE 2
Metal Roof
Netting
Plastic Lumber
RB Frame PC
RB Slat PC
RB Frame TP
RB Slat TP
Recycle Wood
Rock Plastic
Roof
Roof 2
Roto Plastic
Roto Plastic 2
Sky Wheel
Thermoplast
Tube
Uni Plastic
Wallcano
Web
Windscreen
2025 Custom Color Sheet
Starting Palette
Project:

Custom
Colors:

Page 244 ends

AGENDA ITEM 8
City of Bell
Agenda Report

DATE: November 13, 2024

TO: Mayor and Members of the City Council

FROM: Janine Andrade, Community Services Director

APPROVED Michael L. Antwine II (e-signature)
BY: ___________________________________
Michael L. Antwine II, City Manager

SUBJECT: Limited License to Enter Agreement Between Miguel Rodriguez and the City of Bell

RECOMMENDATION:

It is recommended that the City Council:

1. Approve the Limited License to Enter Agreement between Miguel Rodriguez and the City of Bell.

2. Authorize the City Manager to execute the Limited License to Enter Agreement.

BACKGROUND:

Applicant Miguel Rodriguez plans operate a Christmas Tree Lot, the contractor, approached the city and requested temporary use of a city -owned vacant lot at 4377–4777 Gage Avenue and requested temporary use.

DISCUSSION:

Miguel Rodriguez is also serving as the Site Coordinator for this permit, effective dates starting November 20-21, 2024 (Set-Up) ; tree sales November 23, 2024, through December 22, 2024, from 10:00 a.m. to 10:00 p.m.; and consequently, cleanup will be done by December 23, 2024 (Tear-Down). Additionally, the number of people expected to attend the proposed event is 200.

FISCAL IMPACT:

The City will lease the vacant lot for $1,5 00 per month for a term not to exceed two (2) months that will generate $3,000 in revenue.

ATTACHMENTS:

1. Limited License to Enter Agreement

Page 245 ends

Page 1 of 4 ends

ATTACHMENT 1

LIMITED LICENSE TO ENTER AGREEMENT

THIS L IMITED LICENSE TO ENTER AGREEMENT (this “Agreement”), dated as of this __13__ day of __November____, 2024 (“Agreement Date”) is made and entered into by and between the CITY OF BELL, a municipal corporation ("City") and M.A.R. Contracting LLC., ("Licensee"). City and Licensee are sometimes hereinafter individually referred to as a “Party” and jointly as the “Parties”.

ECITALS

A. C ity owns that certain real property consisting of parcels located at 4773 – 4777Gage Avenue in the City of Bell (APN No. 6316-027-015 & 6316—027-016), and more specifically described on Exhibit “A” (“City Property”).

B. C ity and Licensee have agreed that Licensee may enter City Property for the purpose of specified below.

TERMS

NOW, THEREFORE, for good and valuable consideration, City and Licensee hereby agree as follows:

1. Grant. Subject to the terms of this Agreement, City grants to Licensee, at Licensee’s sole cost , expense and risk, a license to enter City Property for the limited purpose s of staging for a project (“Staging Work”). City shall have the right, but not the obligation, to have an employee present at all times of entry by Licensee, its agents, employees or contractors.

2. Term. This Agreement shall commence on the Agreement Date and terminate two (2) months from the Agreement Date unless sooner terminated pursuant to Section 8.

3. C onsideration. As consideration for this Agreement, Licensee shall pay the sum of Three Thousand Dollars ($3,000.00) as of the Agreement Date (“Licensee Fee”). Furthermore, Licensee shall also install at its sole cost and expense fencing for the City Property and provide providing traffic control and flag operators (during peak traffic hours).

4. C ompliance with Law ; Remediation Work . At Licensee’s sole cost and expense, Licensee shall promptly obtain all permits required by any applicable governmental City having jurisdiction and perform all Staging Work strictly in compliance with all applicable laws and the permits and in accordance with the plans and requirements approved by City. Notwithstanding the forgoing Licensee shall be liable for the cost to remediate all hazardous substances, including, without limitation , asbestos or lead- based paint contaminations, that may be discovered on City Property including any that existed prior to the Agreement Date. Prior to commencing any Staging Work, Licensee shall, at its sole cost and expense, retain a licensed and insured contamination removal contractor regarding any lead -based paint, a sbestos or other environmental hazards on City Property. If the Project is not approved for any reason, City has no obligation to reimburse Licensee for the Staging Work.

5. N otice Prior to Entry. Prior to the initial entry onto City Property, Licensee shall provide the certificate of insurance pursuant to Section 9 and copies of all government permits in accordance with Section 4. Prior to each proposed entry, Licensee shall provide City with written request which shall include the date(s) and time(s), the specific purpose of intended entry , and the names and affiliations of the persons entering City Property. Upon entry, Licensee shall conduct all Staging Work in a diligent, expeditious and safe manner, and shall not allow any dangerous or hazardous conditions to exist on City Property at any time including after completion of the Staging Work.

6. M echanic's Liens. Licensee shall keep City Property free and clear of all mechanic and materialmen's liens, lis pendens and other liens arising out of the entry and Staging Work performed under this Agreement.

7. Indemnity. Licensee agrees to indemnify, and hold City and the City and each of their respective officials, officer s, employees and representatives free and harmless from and against any and all losses,

Page 246 ends

Page 2 of 4 ends

damages (whether general, punitive or otherwise), liabilities, claims (including, but not limited to, mechanic lien claims), causes of action (whether legal, equitable or administrative), judgments, court costs and legal or other expenses (including attorneys' fees and costs) which City or the City may suffer or incur as a consequence of Licensee’s exercise of the license granted by this Agreement or any act or omission by Licensee, any contractor, subcontractor or material supplier, engineer, architect or other person or entity acting by or under Licensee, including the filing of any liens under Section 6.

8. Termination. If Licensee violates this Agreement, City may terminate this Agreement by providing written notice of such election to terminate Licensee, provided, however that Licensee’s obligations under Sections 4, 5, 6 & 7 as well as Sections 11 through 20, inclusive, shall survive termination. Licensee may elect to terminate this Agreement upon written notice to City, however, the License Fee shall not be prorated and shall be retained by City. Upon completion of the Staging Work, this Agreement shall terminate.

9. Insurance. During the term of this Agreement, Licensee shall maintain in full force, at its own expense, and deliver to City (i) evidence of workers' compensation insurance (or state approved self -insurance) on all persons entering City Property in the amounts required by the State of California; and (ii) a certificate of insurance from a reputable insurer licensed to do business in the State of California evidencing that Licensee has procured and paid premiums for an all-risk public liability insurance policy written on a per occurrence and not claims made basis in a combined single limit of not less than TWO MILLION DOLLARS ($2,000,000) which insurance names the City and City as an additional insured.

10. Assignment. Licensee may not assign this Agreement or any of its rights or obligations to any third party or entity without the prior written consent of City which may be withheld in its sole and absolute discretion.

Notwithstanding the foregoing, Licensee may retain licensed contractors to enter the City Property and perform the Staging Work but Licensee shall remain fully liable for all acts of such contractors.

11. Notices. Any notices, demands or communications under this Agreement between the Parties shall be in writing, and may be given either by (i) personal service, (ii) overnight delivery, or (iii) mailing via United States mail, certified mail, postage prepaid, return receipt requested (“US Mail”), addressed to each Party as set forth on the signature page of this Agreement or such other address as may be furnished in writing by a party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so deli - vered, or three (3) business days after deposit into the U.S. Mail.

12. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. If any legal action is necessary to enforce the terms and conditions of this Agreement, the parties agree that a court of competent jurisdiction in Los Angeles County shall be the sole venue and jurisdiction for the bringing of such action.

14. Legal Fees and Costs. In the event of any litigation or other legal proceeding including, but not limited to, arbitration or mediation between the parties arising from this Agreement, the prevailing Party will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorney’s fees) incurred in the proceeding.

15. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement supersedes all prior agreements and understandings between the Parties with respect to the subject matter of this Agreement.

16. Construction. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a party under any rule of construction, including the party primarily responsible for the drafting and preparation of this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

17. Qualification; Authority. Each individual executing this Agreement on behalf Licensee represents, warrants and covenants to City that (a) such person is duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with authority granted under the organizational documents of such entity, and (b) such entity is bound under the terms of this Agreement.

Page 247 ends

Page 3 of 4 ends

18. Modifications in Writing. Any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representatives of Licensee and City.

19. No Waiver. The failure of a Party to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of that Party’s right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition of this Agreement.

20. No Third Party Beneficiaries. This Agreement is only between the Parties, and is not intended to be nor shall it be construed as being for the benefit of any third party.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall be deemed but one and the same instrument, and a facsimile copy of such execution shall be deemed an original.

22. I
ncorporation of Recitals and Exhibit. The Recitals and Exhibit “A” are hereby incorporated into the Agreement and made a part thereof by this reference.

IN WITNESS WHEREOF, the Par ties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

“LICENSEE” “CITY”

M.A.R. Contracting LLC., applicant

By: ___________________________

Its: ________________________

Dated: _________________, 2024

Address for Notice:

M.A.R. Contracting LLC.

President, Miguel Angel Rodriguez
PO Box 91
Independence, OR 97351
CITY OF BELL, a municipal corporation

By: ___________________________

Its: ________________________

Dated: _________________, 2024

Address for Notice:

City of Bell
Mark Antwine, City Manager
6330 Pine Avenue
Bell, CA 90201

Page 248 ends

Page 4 of 4 ends

Exhibit “A”

LEGAL DESCRIPTION OF CITY PROPERTY

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

(To be added at time of execution of Agreement)

Page 249 ends

AGENDA ITEM 9

Page 1 ends

City of Bell
Agenda Report

DATE: November 13, 2024

TO: Honorable Mayor and City Council Members

FROM: Gina Skibar, Human Resources and Risk Manager

APPROVED: Michael L. Antwine II (e-signature)
BY: ________________________________________
Michael L. Antwine II, City Manager

SUBJECT: Amendment to City Manager Employment Agreement- Removal of Section 3.2:

Cost of Living Increase

RECOMMENDATION:

It is recommended that the City Council approve the amendment to the City Manager’s Contract to remove Section 3.2which pertains to the Cost-of-Living Adjustments (COLA). This measure is proposed to address potential conflicts of interest arising from the city manager negotiating on behalf of Department Heads of the city while benefiting from similar adjustments.

BACKGROUND:

Section 3.2 of the City Manager’s current contract states, “The city agrees to provide a cost-of - living adjustment in employees base salary equal to and at the same time as other Department Heads of the City. In the event other Department Heads do not receive a uniform increase, the increase provided shall be equal to the average amount of the increase received by Department Heads (on a percentage basis)”.

The City Manager serves as chief negotiator for all labor contracts. The current agreement presents a potential conflict of interest, as the City Manager negotiates adjustments that could influence his own compensation. This situation may compromise the perceived integrity of the negotiation process.

FISCAL IMPACT:

None

CONCLUSION:

Staff is recommending removing Section 3.2 from the city manager’s contract. This removal will eliminate any direct link between the City Manager's COLA and that of the D epartment Heads, thereby mitigating the conflict of interest. This will enhance transparency and ensure unbiased representation of employees' interests in the negotiation process. It will also strengthen public trust in the city’s administrative processes.

ATTACHMENT(S):

1. Amended City Manager Employment Agreement/Removal of Section 3.2

Page 250 ends

Page 251 ends

Page 252 ends

Page 253 ends

Page 254 ends

Page 255 ends

-6-
0l 135.0004/773650.2

are paid. Such Salary shall be adjusted for payroll taxes, workers' compensation, and other payroll-related liability costs.

3.2 Cost of Living Increase. City agrees to provide a cost of living adjustment in Employee's base salary equal to and at the same time as other Department Heads of the City. In the event other Department Heads do not receive a uniform increase, the increase provided shall be equal to the average amount of the increase received by Department Heads (on a percentage basis). This increase will not include merit increases received by Department Heads, but only cost ofliving increases. Any increase may be deferred pursuant to Section 3.3.

3.33.2 Annual Salary Review. The City Council and Employee agree to conduct an annual salary review concurrently with the annual performance evaluation set forth in Section

6.2. Following the annual performance review, the City may increase Employee's salary. Any action to approve an increase must be approved by a majority vote of the Council at a public meeting. The City Council and/or Employee reserve the right to defer or refuse any or all part of any base salary adjustment if either party determines that the fiscal state of the City warrants such action.

3.43.3 Automobile Allowance. Employee's duties require the extensive use of an automobile in the normal course of business. Employee will receive an automobile allowance of Five Hundred Dollars ($500.00) monthly to be paid when the other Department Heads receive their automobile allowances. Employee shall be responsible for the full cost of all automobile maintenance, operation, insurance and repair costs.

3.53.4 Cell Phone Allowance. Employee shall maintain a mobile phone for immediate communications with Councilmembers and staff and shall be given a monthly allowance of One Hundred Fifty Dollars ($150) for reimbursement for the cost of the phone and monthly charges.

City shall not be liable for any expenses beyond the allowance.

3.63.5 Bonding. City shall bear the full cost of any fidelity or other bonds required of Employee under any law or ordinance.

4.0 TERM

4.1 Commencement & Effective Date. Employee shall commence his services hereunder on April 25, 2022 at 8:00 a.m. Pacific Daylight Time, or such other date/time upon which Employee and City Council may mutually agree. In the event Employee commences services on a date other than April 25, 2022, such date shall be deemed the effective date of this AGREEMENT ("Effective Date").

4.2 Term. The term of this Agreement will be for three (3) years following the effective date specified at Section 4.1 and, thereafter, this Agreement may be extended for such additional term as the City Council and Employee deem appropriate, as evidenced by a writing signed by both parties. City agrees that in the last year of the Agreement, the annual evaluation will be performed at least six (6) months prior to the expiration of the term, and the Agreement may be extended for one or more years at that time. If at the end of the term of this Agreement the City does not wish to extend the term, the City shall provide Employee thirty (30) days advance written notice of its intent to not extent the term of this Agreement.

Page 256 ends

Page 257 ends

Page 258 ends

Page 259 ends

Page 260 ends

Page 261 ends

Page 262 ends

Page 263 ends

Page 264 ends

Page 265 ends

Page 266 ends

Page 267 ends

Page 268 ends

Page 269 ends

Page 270 ends

Page 271 ends

Page 272 ends

Page 273 ends

Page 274 ends

Page 275 ends

UNDER SEPARATE COVER
AGENDA ITEM NO. 10

10. Approval of a Purchase and Sale Agreement with City Ventures Homebuilding, LLC for certain property located at 5241 Florence Avenue. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2024-52 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE

OF THE CITY OF BELL APPROVING A

PURCHASE AND SALE AGREEMENT WITH

CITY VENTURES HOMEBUILDING, LLC FOR
CERTAIN PROPERTY LOCATED AT 5241

FLORENCE AVENUE IN THE CITY OF BELL

Page 276 ends

AGENDA ITEM 11
City of Bell
Agenda Report

DATE: November 13, 2024

TO: Mayor and Members of the City Council

FROM: John Oskoui, P.E., Interim Public Works Director

PREPARED
BY: German Alvarez, Associate Civil Engineer

APPROVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Civic Center Improvements / Interior Painting Project – Notice of Completion

RECOMMENDATION:

It is recommended that the City Council:

1. Read by title only, waive further reading and adopt Resolution No. 2024-51 titled:

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

CIVIC CENTER IMPROVEMENTS / INTERIOR PAINTING PROJECT AS COMPLETE

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

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

BACKGROUND:

The Civic Center Improvements / Interior Painting Project (Project) included painting of the entire Police Department and portions of the City Hall buildings.

In April 2024, the City issued a Notice Inviting Bids for the Project. On June 26, 2024, the City Council awarded a construction contract to the lowest responsive bidder, A.J. Fistes Corporation (Contractor) of San Pedro, California based on their bid of $57,528. A ten percent construction contingency of $5,753 was also set aside for the Project.

DISCUSSION:

In August 2024, a Notice to Proceed was issued to Contractor confirming a construction start date of August 26, 2024 . The Project consisted of preparing, cleaning, patching, sanding, filling, leveling, and painting walls, doors, door jambs, cabinets, ceilings, wood trims, acoustic ceilings, windowsills and jambs, metal cylindrical bars, metal screens throughout the Police Department facility. Moreover, Contractor painted six offices in the City Hall building in need of painting.

Page 277 ends

AGENDA ITEM 11

Contractor has satisfactorily completed all work per Project’s specifications therefore, the Project is ready to be accepted as complete. The total cost of the project including one (1) deductive change order in the amount of $2,626.60 is $54,901.40. If no liens or claims are received within 35 days of filing the Notice of Completion (NOC) with the Los Angeles County Recorder, the City will release the retained funds in the amount of $2,745.07 to the Contractor.

FISCAL IMPACT:

Project was funded through the American Rescue Plan Act of 2021 (ARPA). The total cost of the Project is $54,901.40 which is $8,379.4 0 less than the budgeted amount of $63,280.8. The $8,379.40 in savings will be returned to the ARPA fund.

ATTACHMENTS:

1) Resolution No. 2024-51
2) Notice of Completion

Page 278 ends

Resolution 2024-51

Page 1 ends

RESOLUTION NO. 2024 –51

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

ACCEPTING THE CIVIC CENTER IMPROVEMENTS / INTERIOR

PAINTING PROJECT AS COMPLETE AND AUTHORIZING

STAFF TO PREPARE AND FILE THE NOTICE OF COMPLETION

WITH THE LOS ANGELES COUNTY RECORDER
WHEREAS, on June 26, 2024, the City Council authorized the award of a construction contract to A.J. Fistes Corporation (Fistes) of San Pedro, California to complete the Civic Center Improvements / Interior Painting Project; and,

WHEREAS, Fistes has completed the work in accordance with the contract documents for the Project; and

WHEREAS, if no liens or claims are received within 35 days of filing the Notice of Completion, the retained payment funds and any remaining amount due will be released to All American.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL DOES HEREBY:

SECTION 1. Accept the Project as complete;

SECTION 2. Authorize the City Clerk to file a Notice of Completion with the Los Angeles County Recorder; and

SECTION 3. Authorize the release of the retention 35 days after the filing of the Notice of Completion if no liens or stop notices are received.

PASSED, APPROVED, AND ADOPTED this 13
th day of November 2024.

__________________________________
Ali Saleh, Mayor

APPROVED AS TO FORM:

_________________________
David Aleshire, City Attorney

Page 279 ends

Resolution 2024-51

Page 2 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City 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 13th day of November 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Angela Bustamante, City Clerk

Page 280 ends

(“President of,” “Manager of,” “A partner of,” “Owner of,” etc.)

RECORDING REQUESTED BY

AND WHEN RECOR
DED MAIL TO:

Name
Street

Address
Ci
ty &
State
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY

NOTICE OF COMPLETION
Notice is hereby
given that:

1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:

2. The full name of the owner is

3. The full address of the owner is

4. The natu
re of the interest or estate of the owner is in fee.
(If other than fee, strike “in Fee” and insert, for example, “purchaser under contract of purchase,” or “lessee”)

5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are:

NAMES ADDRESSES

6. A w
ork of improvement on the property hereinafter described was completed on . The work done was:

7. The name o
f the contractor, if any, for such work of improvement was (If no contractor for work of improvement as a whole, insert “none”) (Date of Contract)

8. The property on which said work of improvement was completed is in the city of , County of , State of California, and is described as follows:

9. The street a
ddress of said property is
(If no s treet address has been officially assigned, insert “none”) Dated:

Signature of owner of corporate officer of owner
named in paragraph 2 or his agent

VERIFICATION
I, the undersigned, say: I am the the declarant of the foregoing notice of completion; I have read said notice of completion and know the contents thereof; the same is true of my own knowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on , 20 , at , California.
(D ate of signature) (C ity where signed)
(Personal signature of the individual who is swearing that the contents of the notice of completion are true)

Page 281 ends

AGENDA ITEM 12

Page 1 of 2 ends

City of Bell
Agenda Report

DATE: November 13, 2024

TO: Honorable Mayor and Members of the City Council

FROM: Manuel Acosta, Community Development Director

APPROVED Michael L. Antwine II (e-signature)
BY: _____________________________
Michael L. Antwine II, City Manager

SUBJECT: Second reading of Ordinance 1292 - An Ordinance of the City of Bell, California, to allow the construction of a new digital billboard at 5390 Rickenbacker Road in the C -M Commercial Manufacturing zone.

RECOMMENDATION:

It is recommended that the City Council conduct the second reading of Ordinance 1292 by title only, waiving further reading and adopting Ordinance No. 1292 titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

BELL TO APPROVE THE DEVELOPMENT AGREEMENT (DA
2024-01) FOR THE CONSTRUCTION AND OPERATION OF A
NEW DIGITAL BILLBOARD AT 5390 RICKENBACKER ROAD

BACKGROUND:

The State Legislature adopted the “Development Agreement Statute,” sections 65864 et seq. of the Government Code to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development. The City of Bell is authorized pursuant to the Development Agreement Statute to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing predictability for both the City, the tenant/operator, and the landowner during the development process.

In accordance with its standard procedures, the Development Agreement Statute provides that the Planning Commission and the City Council must each hold a public hearing on the proposal prior to approving and/or amending any development agreements. Development Agreements must be adopted by an ordinance approved by the City Council and cannot be approved unless the legislative body finds that the request/project conforms to the General Plan and any applicable specific plan.

On January 25, 2023, the City Council adopted Ordinance No. 1278. O n November 8, 2023, the City Council adopted Ordinance No. 1283 to define and establish regulations and standards that would permit digital billboards to operate in the manufacturing zoning districts of the City. Since that time, a development agreement negotiation has taken place between New Tradition Outdoor, LLC (New Tradition) and the City of Bell to discuss the construction and operation of a

Page 282 ends

AGENDA ITEM 12

Page 2 of 2 ends

new freestanding digital billboard sign with a double-sided display area at the above-referenced location. This report will provide an analysis of the proposed billboard, discussing the location, impact on the surrounding area, and the public benefit of establishing such a structure in the City.

Furthermore, the proposed project is in the Commercial Manufacturing (CM) zone. The City’s zoning ordinance allows the construction and operation of a digital billboard in a manufacturing zone with the approval of a Conditional Use Permit (CUP) and an Agreement with the City. On September 4, 2024, the Planning Commission adopted Resolution No. 2024-11PC approving CUP 2024- 03 and recommending that the City Council adopt an Ordinance to approve a Development Agreement with New Tradition to allow the construction and operation of a new digital billboard at 5390 Rickenbacker Road.

On November 8, 2023, the Bell City Council approved a Zone Text Amendment (ZTA 2023-04) .

It adopted Ordinance No. 1283, amending Chapter 17.08 (Definitions), Chapter 17.84.064 (Digital billboards), and Chapter 17.96.030 (Conditional use permits required when) of Title 17 (Zoning) of the Bell Municipal Code to refine regulations for digital billboards. The ZTA is necessary to allow the digital billboards within the C3, CM, and C3R zoning districts and will specifically allow for the conversion of an existing static billboard on property located at 6717 Atlantic Avenue, subject to the Development Agreement (DA 2023-01) terms.

In accordance with its standard procedures, the Development Agreement Statute provides that the Planning Commission and the City Council must each hold a public hearing on the proposal before approving and/or amending any development agreements. Development agreements must be adopted by an ordinance approved by the City Council and cannot be approved unless the legislative body finds that the request/project conforms to the General Plan and any applicable specific plan.

At the October 23, 2024 City Council Special Meeting, the City Council unanimously voted to introduce an Ordinance to approve Development Agreement (DA 2024-01), allow the construction of a new digital billboard at 5390 Rickenbacker Road in the C -M Commercial Manufacturing zone.

FISCAL AND RESOURCE IMPACT TO THE CITY:

The adopti on of the ordina nce wi ll not h ave a fiscal i mpact; however, the Development Agreement between the City and the developer will generate revenue for the City.

ATTACHMENT:

1. Ordinance 1292
Exhibit A – Development Agreement (DA 2024-01)

Page 283 ends

ORDINANCE NO. 1292

AN UNCODIFIED ORDINANCE OF THE CITY OF BELL CITY
COUNCIL APPROVING DEVELOPMENT AGREEMENT NO. 2024-
01 BETWEEN THE CITY OF BELL AND NEW TRADITION

OUTDOOR, LLC, TO CONSTRUCT AND OPERATE A NEW,
FREESTANDING 66-FOOT TALL, DOUBLE -SIDED DIGITAL
BILLBOARD SIGN STRUCTURE LOCATED AT 5390
RICKENBACKER ROAD (APN: 6332 -002-086) IN THE

COMMERCIAL MANUFACTURING (CM)/ PLANNED

DEVELOPMENT (PD) ZONE

WHEREAS, California Government Code Sections 65864 et seq. (“Development Agreement Law”) and Sections 17.84.064 et seq. of the Bell Municipal Code (“BMC”) authorize the City of Bell (“City”) to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property with outdoor advertising structures, for the purpose of strengthening the public planning process, encouraging private participation and comprehensive planning and identifying the economic costs of such development; and

WHEREAS, an application for a Development Agreement (“Agreement”), pursuant to Government Code Sections 65864 through 65869.5, was duly filed by the Applicant, New Tradition Outdoor, LLC (“New Tradition” or “Applicant”), with respect to the real property located at 5390 Rickenbacker Road (APN: 6332-002-086). The Applicant proposes to develop and operate a new, freestanding 66-foot tall, double-sided digital billboard sign structure (each display face measuring approximately 14’ x 48’); and

WHEREAS, the Subject Property is zoned CM (Commercial Manufacturing). Pursuant to BMC Sections 17.84.064 et seq., the repair, replacement, or new installation of a digital billboard requires the approval of a Conditional Use Permit and a Development Agreement with appropriate standards and public benefits to be negotiated with the City and complying with all other standards imposed by the BMC; and

WHEREAS, in accordance with the California Environmental Quality Act (CEQA), this project qualifies for a categorical exemption under CEQA Guidelines Section 15311, (Class 11) “Accessory Structures,” in that the project involves the installation of minor structures accessory to an existing commercial facility, including on-premise signs, and thereby is exempt from CEQA; and

WHEREAS, on September 4, 2024, the Planning Commission conducted a duly noticed public hearing, at which time they received input from staff and the Applicant; heard public testimony; discussed the Proposed Project; closed the public hearing; and, after discussion, approved Conditional Use Permit 2024-03 and recommended that the City Council approve Development Agreement No. 2024-01; and

WHEREAS, on October 23, 2024, the project was scheduled before the City Council as a duly noticed public hearing, at which time they received input from staff and the Applicant; heard public testimony; discussed the Proposed Project; closed the public hearing; and, after discussion, conducted a first reading of this Ordinance approving Development Agreement No. 2024-01; and

WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

Page 284 ends

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL, FINDS AND ORDAINS AS FOLLOWS:

SECTION 1. The City Council finds that the above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The City Council finds as follows:

Development Agreement Findings for Digital Signs:

i. The proposed Agreement is consistent with the goals, objectives, purposes and provisions of the General Plan, the Municipal Code, and any applicable specific plans and provides for appropriate maintenance and periodic review; The Agreement includes terms that are consistent with several Land Use and Sustainability Element objectives set forth in the General Plan 2030, as well as the applicable provisions in the Bell zoning ordinance, and provides for appropriate maintenance and periodic review. Additionally , the proposed use is located within the Cheli Specific Plan Industrial District of the City and does not conflict with the land use opportunities identified in the Plan.

ii. The proposed installation site is compatible with the uses and structures on the site and in the surrounding area; The proposed digital billboard will be located on property that contains a warehouse and an associated parking lot.

The site is within an area that contains other industrial uses near an Interstate freeway, and the closest residential use is more than 1,400 feet away.

iii. The proposed digital billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility; The proposed digital billboard will operate in a manner that complies with the operational standards for billboards as set forth in the Bell zoning ordinance and is located in an area where it will not create a traffic or safety concern with freeway traffic nor conflict with any on-site access or visibility.

iv. The proposed digital billboard would not interfere with on-site parking or landscaping required by city ordinance or permit; The proposed digital billboard will be situated in an area of the parking lot that does not have any designated parking spaces nor landscaping.

v. The proposed digital billboard would not otherwise result in a threat to the general health, safety, and welfare of city residents; The proposed digital billboard will not produce any light or glare that will be blinding or distracting to nearby businesses, pedestrians, or motorists, nor will it produce a sound that could disturb nearby businesses or motorists. The digital billboard does not extend over a sidewalk or a high usage driving lane, so it is not anticipated to create safety concerns regarding its operation and use near the public right-of-way, and it will not produce any waste or noxious gases that would be. The nearest residence is more than 1,400 feet away from the site.

vi. The proposed digital billboard, in addition to its aesthetic treatment, provides substantial public benefits that would not otherwise accrue to the public in the absence of its installation. The digital billboard will offer the potential for a source of revenue and other public benefits, such as advertising for immediate emergency and community messaging for the City, County, and State

Page 285 ends

agencies.

SECTION 3. In light of the above findings and further testimony and documentation provided at the public hearing to consider approval of the project described in Development Agreement No. 2024-01, the City Council hereby approves Development Agreement No. 2024-01 and authorizes its execution and all actions necessary to comply with its terms.

SECTION 4. The Mayor, City Manager, and City Clerk or their designees, are authorized and directed to take such actions and execute such documents and certifications as may be necessary to implement and affect execution, recordation and enforcement of this Ordinance and the Development Agreement.

SECTION 5. Pursuant to Government Code Section 65868.5, the City Clerk of the City shall record a copy of said Development Agreement with the County Recorder within ten (10) days after the Mayor’s signing of the Agreement.

SECTION 6. The Ordinance shall become effective thirty (30) days after the second reading approval date, or if a referendum petition is filed (a) and fails to qualify for an election, the date the City Clerk certifies the disqualification of the referendum petition, or (b) if an election is held regarding the ordinance approving this Agreement, the date the election results are declared approving the Ordinance.

SECTION 7. The City Clerk shall certify to the passage and adoption of this Ordinance and shall transmit copies of the same to the Applicant. The City Clerk shall publish the adopted Ordinance pursuant to California Government Code 36933 within fifteen (15) days of its adoption.

PASSED, APPROVED, AND ADOPTED on this 13 day of November 2024.

CITY OF BELL:

___________________________
Ali Saleh, Mayor

ATTEST:

_________________________
Angela Bustamante, City Clerk
APPROVED AS TO FORM:

______________________
David Aleshire, City Attorney

Page 286 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, do hereby certify that Ordinance No. 1292 was duly introduced at a regular meeting of the City Council of the City of Bell, held on the 23 rd day of October, 2024, and was duly adopted at a regular meeting of the City Council on the 13 th day of November 2024 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Angela Bustamante, City Clerk

Page 287 ends

RECORDING REQUESTED BY AND AFTER RECORDING MAIL TO:

CITY OF BELL
6330 Pine Avenue
Bell, California 90201
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO. ___
This Development Agreement (hereinafter “Agreement”) is entered into by and between THE CITY OF BELL, a California charter city incorporated under the laws of the State of California (hereinafter “City”) and NEW TRADITION OUTDOOR, LLC, a New York limited liability company (hereinafter “Developer”).

RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.

B. Developer has a leasehold interest in that certain portion of real property located at 5390 Rickenbacker Road in the City, Assessor Parcel Number 6332 -002-086 as more specifically described in Exhibit “A” (the “Site”) upon which Developer will develop and construct the New Digital Billboard, the “Project”).

C. The City has determined that the Project contemplated herein complies with the Bell Zoning Ordinance found in Chapter 17.84 of the Bell Municipal Code (“BMC”) and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.

D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in Section

17.84.064c of the BMC.

E. In exchange for the approvals sought to con struct a New double-faced Digital Billboard with digital display faces, as described above, Developer has offered to:

1. Pay to the City an annual Development Fee, as defined and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the New Digital Billboard; and
01135.0001/950788.8

Page 288 ends

2. Pay to the City a one -time Processing Fee, as defined and provided in Section 2.5.2 below, for the cost to the City to provide additional economic development funds to ameliorate the impact of the installation of the New Digital Billboard for each structure; and

3. Provide advertising space free of charge to City on a space available basis as further described below.

F. Developer and City agree that a development agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein.

G. On, 2024, the City Council of the City, pursuant to Government Code sections 65867 and 65867.5 and Code Sections 18.58.018 and 18.58.055, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, a fter hearing public testimony thereon, considered the proposal and introduced Ordinance No. _____.

H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; adopting this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Zoning Ordinance. This Agreement and the proposed Project (as hereinafter defined) will achieve a number of City objectives including the facilitation of the orderly development and distribution of existing displays within the City, while allowing for the incorporation of modern technology into displays as part of the City’s planned development.

I. On _____ 2024, the City Council held the second reading of Ordinance No.__, thereby approving this Agreement.

J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. _____ of the City Council have been duly and regularly taken.

K. In exchange for the benefits to the City described in the Agreement, together with other public benefits that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial 01135.0001/950788.8 2

Page 289 ends

letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:

1.1.1 “Site Lease” means the lease agreement by and between Developer and Pacific Industrial LLC, a Delaware limited liability company, as assignee of PI Bell Parcel VI LLC and agent/designee of PI Bell Mezzanine LLC (“Owner”), the owner of the Site.

1.1.2 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.

1.1.3 “City” means the City of Bell, a California charter city.

1.1.4 “City Council” means the City Council of the City.

1.1.5 “Commencement Date” occurs after the Effective Date and concurrent with when the New Digital Billboard becomes Operational.

1.1.6 “Developer” means NEW TRADITION OUTDOOR LLC, a New York limited liability company and its successors and assigns, duly existing and operating, and doing business at 588 Broadway, Suite 905, New York, NY 10012.

1.1.7 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.

1.1.8 “Effective Date” is when all the following have occurred: (i) the Agreement is signed by both the Developer and City, (ii) the Agreement is approved by Ordinance No. ____ and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) expiration of all applicable appeal periods.

1.1.9 “Land Use Regulations” means the Zoning Ordinance and rules, regulations and official policies of City which govern development and use of the Site, including construction standards and specifications applicable to the development of the Site which a re in full force and effect as of the Effective Date of this Agreement.

1.1.10 “New Digital Billboard” means the new digital sign(s), as described in Exhibit “B” hereto to be located on the Site.

1.1.11 “Operational” means the New Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays with a permanent source of power.

1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “C” and incorporated herein.

1.1.13 “Site” means a portion of the real property described in Recital B and more specifically described in Exhibit “A” attached hereto and incorporated herein. 01135.0001/950788.8 3

Page 290 ends

1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.

1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City for repair, maintenance, operation, or other work to be performed by Developer that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.

1.1.16 “Term” and “Extended Term” shall have the meaning provided in Section 2.4, unless earlier terminated as provided in this Agreement.

1.1.17 “Anniversary Date” shall mean the date that is twelve (12) months following the Effective Date, and every twelve (12) months thereafter.

1.1.18 “Owner Property” is the property owned by Owner as legally described and shown in Exhibit A. The Site is a portion of Power Property as shown in Exhibit A.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Scope of Development), and Exhibit “D” (Schedule of Performance).

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; or (ii) to impose any obligation what soever on the Owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement including the Owner obligation to remove the sign in the event of Developer’s failure to do so, as provided in Section 4.3.

2.2 Interest in the Site. City and Developer acknowledge and agree that Developer has a leasehold interest in the Site [and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864
et. seq ]. If Developer’s leasehold
interest is prematurely terminated by the owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except (i) as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display faces on the New Digital Billboard as provided therein, (ii) to make all payments up until the date of actual termination, and (iii) to honor all indemnity obligations herein.

2.3 Transfer. Except as set forth herein, neither Party may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent. Notwithstanding the above, the consent of City shall not be required: (i) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or 01135.0001/950788.8 4

Page 291 ends

limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or (ii) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock. Any security posted by Developer may be substituted by the assignee or transfe ree. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred.

2.4 Term of Agreement; Extension. The Term shall commence on the Commencement Date and unless earlier terminated as provided in this Agreement, shall continue in full force and effect for ten (10) years after the date the digital display faces on the New Digital Billboard become Operational (the “Commencement Date”). Developer shall have two additional five (5) year optional terms (Extended Terms) which Developer may exercise by providing written notice to City at least 180 days prior to expiration of Term subject to (i) the extension of Owner lease term for the full extent of the Extended Term or (ii) the earlier termination of this Agreement or Site Lease which shall cause the permanent removal of the New Digital Billboard constructed pursuant to the terms hereof. Notwithstanding the above if, for reasons beyond Develop er’s control, Developer is: (i) unable to maintain any necessary permit for the erection, use, and/or maintenance of the digital face(s) or (ii) the operation of the Digital Billboard becomes impossible, then Developer shall have the right to terminate the Agreement but shall remove the Digital Billboard at Developer’s sole expense within sixty (60) days. Within sixty (60) days after the expiration or termination of this Agreement and when the Site has been satisfactorily cleared of the improvements, the Parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 8.1 below. The term of this Agreement supersedes any amortization period that may apply under the BMC as to any non-conformity as applied to the Site.

2.4.1 Precondition to Agreement. The current Owner Lease term is for less than _____ years and is not co-extensive with the term of this Agreement. This Agreement shall not extend beyond the term of the Owner Lease and shall terminate upon the expiration o r termination of the Owner Lease which is a precondition to this Agreement. If the Agreement terminates for this cause Developer shall wholly remove the New Digital Billboard structure per Section 4.

2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City would adequately ameliorate all such potential impacts. The parties therefore agree that Developer shall pay an annual development fee in the amount of One Hundred Ten Thousand Dollars ($110,000.00) to the City (“Development Fee”), payable quarterly, with the first installment due within ten (10) business days after the digital display faces on the New Digital Bill board become Operational, and within five (5) days of the year anniversary of such Commencement Date throughout the Term of this Agreement, as follows:

2.5.1 Development Fee Schedule. The annual Development Fee to be paid to the City:
(a) Years 1-10: One Hundred Ten Thousand Dollars ($110,000.00), paid quarterly;
01135.0001/950788.8 5

Page 292 ends

(b) Years 11 -15, if option is exercised by Developer: One Hundred Thirty Thousand Dollars ($130,000), paid quarterly;
(c) Years 16 -20, if option is exercised by Developer: One Hundred Forty-Five Thousand Dollars ($145,000) paid quarterly.

2.5.2 Implementation Fee. Developer has agreed to pay the City an “Implementation Fee” in the amount of Thirty Thousand Dollars ($30,000) to, among over things, cover certain costs of the City associated with the Billboard Project, including preparing this Agreement and reasonable legal fees and consultant costs that are not otherwise covered by the City Costs described above. The Implementation Fee shall be paid by Developer to City within sixty (60) days following the Effective Date of this Agreement.

2.5.3 Alternative Fee. For any year of the Term where the Alternative Fee, as defined in this Section 2.5.3, exceeds the Development Fee described in Section 2.5 above, Developer shall pay to City the Alternative Fee, which is defined as an amount equal to: Ten Percent (10%) of Annual Net Advertising Revenue during the term of this Agreement.

Within ninety (90) days following the end of each year of the Term hereof, and ending within ninety (90) days of the termination of the Term, Developer shall furnish t o City a statement in writing showing the total Annual Net Advertising Revenue made from each sign face of the New Digital Billboard during the preceding year of the Term attributable to each sign display of the New Digital Billboard to the extent such Alt ernative Fee exceeds the Development Fee for that same preceding year. For the purposes of this Agreement, “Annual Net Advertising Revenue” for each Year of this Agreement means the revenues actually collected by Developer from advertisers in connection wi th the Site Lease, less agency sales commissions of up to 16.67% of annual gross advertising revenue.

2.5.4 Audit of Annual Revenue. Developer shall maintain and make available for City’s review and audit, all contracts, leases, invoices, and other records that are relevant to the accurate determination of Annual Net Advertising Revenue. The City may conduct an audit annually consistent with the Commencement Date of this Agreement. City shall be entitled once each year of the Term to inspect, examine, copy and audit Developer’s books, records and cash receipts as related to Annual Net Advertising Revenue. I f the audit shows that there is a deficiency in the determination of Annual Net Advertising Revenue or payment of the Alternative Fee, then Developer shall immediately upon notice pay any such deficiency to City. If the audit shows that there is an overstatement in the determination of Annual Net Advertising Revenue or payment of the Alternative Fee, then City shall immediately upon notice pay Developer any overpayment City received. Developer may offset future payments of the Public Benefit Contribution for any overpayments that are not repaid by City. City shall pay the costs of the audit unless the audit shows that Developer understated Annual Net Advertising Revenue by more than three percent (3%), in which case Developer shall pay the City’s costs of the audit.

2.5.5 Revenue from Communication Devices. If the Developer installs antenna or wireless communications equipment for cellular, wi-fi or other communication devices on the Digital Billboard, the Developer shall pay to the City ten percent (10%) of the revenue actually received by Developer on an annual basis (such revenue, the “Additional Revenue”) and it shall be the obligation of Developer to present documentation to City verifying the calculations. This shall be provided as a part of the annual review in Section 5.1. It shall be in the sole discretion of the Developer whether to decide to install any such equipment on the Digital Billboard. This clause shall not apply to Developer’s installation of any of its own proprietary equipment relating to controlling the posting and maintenance of outdoor advertising on the Digital Billboard. 01135.0001/950788.8 6

Page 293 ends

2.5.6 Discount Advertising. Developer shall offer a ten percent (10%) discount off its applicable rates for display of advertising on the New Digital Billboard to any current, active member of the City of Bell Chamber of Commerce with a City of Bell busine ss address and a current, valid business license. Other terms and additions will be agreed upon between the Developer and the applicable advertiser.

2.6 Deadline for Operability. Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date, however in no event shall this be later than Two Hundred Seventy (270) Days from the Effective Date of this Agreement. Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the New Digital Billboard to become operational (such as Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) Days upon written notice to the City. Developer shall keep the City updated as to its efforts in these regards. The City’s issuance of a b uilding permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.

2.7 Community Benefits. Developer shall also provide the following community benefits during the entire Term of this Agreement:

2.7.1 City’s Use of Digital Sign. Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City-related announcements (“City Messages”). This time shall be the equivalent of one “spot” with the messages between equally spread over a 24-hour day. The City shall submit all proposed copy of City Messages to Developer not less than fifteen (15) business day s prior to the date the copy is proposed to be displayed, with the exception of Public Service Messages described in Section 2.8.3. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed.

Any content provided by City shall be owned and belo ng exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third -party non- governmental person or entity, or any products or services assoc iated with any third-party non- governmental person or entity.

2.8 City's Rights to Use the Site. Upon Developer’s final approval, the City shall have the right to access and install Telecommunications Facilities on the Site that the City deems necessary for the health, safety and welfare of the public or pursuant to a third - party agreement. The City shall be responsible for all of the install ation and operating costs of its Telecommunications Facilities, and the City's Telecommunications Facilities shall be installed and operated in a manner that does not interfere with or negatively impact the New Digital Billboard in any manner, including, w ithout limitation, the amount of Annual Net Advertising Revenue received by Developer from the operation of the New Digital Billboard or the amount of Additional Revenue derived therefrom. The City shall indemnify, defend and hold harmless Developer and it s members, partners, shareholders, officers, directors, employees and affiliates (collectively, the "Developer Parties") from and against any and all claims, lawsuits, actions, proceedings, judgments, losses, costs, claims (including 01135.0001/950788.8 7

Page 294 ends

reasonable sums paid in settlement of claims), reasonable attorneys' fees, consultant and expert fees, penalties, damages and liabilities (collectively, "Claims") arising from or related to the installation, operation or use of the Telecommunications Facil ities installed on the Site by or on behalf of the City, except to the extent that such Claims arise from the active negligence or willful misconduct of any of the Developer Parties.

2.8.1 Mutual Representations and Warranties Concerning Usage. (a) City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. (b) Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual o r group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

2.8.2 Indemnification. The Parties mutually agree to indemnify, defend and hold harmless each the other for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities ari sing from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.

2.8.3 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the New Digital Billboard Faces available to the appropriate agencies fo r the purposes of displaying “Amber Alert” or other similar public service or emergency messages, at no cost, and in accordance with local and regional emergency protocols.

2.9 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana or hashish dispensaries, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code.

Developer shall immediately remove any prohibited content upon notice from 01135.0001/950788.8 8

Page 295 ends

the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.

3.1 Vested Right to Develop the Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations provided nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project-related building permit, and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control, but shall not supersede any Land Use Regulation not specifically applicable to the Site or described in Section 3.4 below.

3.2 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.

Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (i) applicable development standards in the BMC, (ii) applicable NPDE S requirements pertaining to the Project, (iii) all applicable building, fire and other uniform codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly applied to similar projects in the City.

3.3 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s). The Parties acknowledge that City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply a standard different than that used in evaluating requests of other developers and under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. All amendments shall require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement and the Land Use Regulations.

3.4 Reservation of Authority.

3.4.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, it is understood that this Agreement pertains only to the construction and operation of a New Digital Billboard on a pad of approximately _____ x _____, and should not be construed in any other way to limit the police power of the City or to enact Subsequent Land Use Regulations. Wi thout limiting the generality of the following, permitted Subsequent Land Use Regulations include and are not limited to:
01135.0001/950788.8 9

Page 296 ends

(a) Processing fees and charges of every kind and nature imposed by the City for processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body.
(d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations or materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals. (e) Applicable Federal, State, County, and multi -jurisdictional laws and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses. (f) Any rules, regulations or laws similar in any manner to any of the foregoing.
(g) Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

3.4.2 Future Discretion of City. This Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations.

3.4.3 Meet and Confer for Impacts by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement.

The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce. If such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

3.5 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does no t limit the authority of such other public agencies. Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. Notwithstanding the foregoing, if such action by another public agency materially changes Developer’s costs or otherwise materially 01135.0001/950788.8 10

Page 297 ends

impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

3.6 Public Improvements. Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals to require Developer to pay any required development fees, and/or to construct the required public infrastructure (“Exactions”) at such time as City shall determine . It being understood, however, that if there is a material increase in cost to Developer or such action by City otherwise materially impacts Developer’s performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

3.7 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Project, except (i) such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals, (ii) fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly, (iii) fees or taxes, and increases thereof, imposed on a City -wide basis such as, but not limited to, business license fees or taxes or utility taxes, (iv) fees applicable to a permit application as charged by City at the time such application is filed by Developer; (v) fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval; and (vi) any similar fees, taxes or assessments.

4. REMOVAL OF NEW DIGITAL BILLBOARD DIGITAL DISPLAY FACES.

4.1 Removal by Developer. Upon the expiration or termination of this Agreement for any reason excluding the expiration or termination of the Site Lease (i.e., as described in Section 2.4), above, the Parties may agree to enter into any Extended Terms and the Parties may execute a mutually agreeable amendment to this Agreement or if the Parties do not agree to extend this Agreement, then the Developer shall, at its sole cost and expense, remove the New Digital Billboard within sixty (60) days.

4.2 City’s Right to Removal. Provided Developer is not in material breach hereof past any applicable notice and cure period, the City will not have the right to remove, or to demand removal of, the New Digital Billboard digital display faces. Should Developer(s) be in material breach of this Agreement past any applicable notice and cure period or if the Agreement has been terminated or expired, the City may require the Developer to remove the New Digital Billboard in its entirety together with all support and related structures. If the City demands that the Developer remove the N ew Digital Billboard in its entirety pursuant to this Section and the Developer fails to do so within sixty (60) days of receipt of a written removal demand by the City in accordance with the notice obligations of this Agreement, then the City may remove, or cause to be removed, the New Digital Billboard at the Developer’s sole cost and expense. City shall present documentation of its costs and Developer shall pay City within ten (10) days thereof with a penalty of ten (10) percent if not timely paid and the amount shall bear interest thereafter at the legal rate.

4.3 Obligation of the Owner in Event of Failure of Developer. Where Developer has not timely performed its obligation to remove a sign pursuant to the City’s rights in Section 4.2, City shall have the option to demand that Owner remove such New Digital Billboard in its entirety, then City may demand that Owner remove such sign in accordance with the noticing procedures in Section 4.2, and if Owner fails to do so, City may then perform the 01135.0001/950788.8 11

Page 298 ends

removal itself and if not timely fully reimbursed by Owner, may levy a lien for reimbursement on the Owner’s interest on the Property, with the penalty and interest charges applicable as stated in Section 4.2.

5. REVIEW FOR COMPLIANCE.

5.1 Annual Reviews. Annually, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. Developer shall respond to comments and requests for supplemental information. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The Planning Commission’s determination following such hearing shall be based on substantial evidence and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer i s not in compliance with the terms of this Agreement, the provisions of Section 6 shall govern the Parties’ rights.

5.2 Technological Upgrades. It is the intent of City that the New Digital Billboards be kept operational and in first class condition, and competitive with the best available technologies in the industry. This will be a part of the annual compliance review. One appropriate period for consideration would be at the period for cons ideration of the Extended Term.

Notwithstanding the foregoing, (i) Developer shall not be required to actually install an upgrade more frequently than once every ten (10) years and may be required to do so upon term extension in Section 2.4.1, and (ii) City agrees to consult with Developer in connection with all upgrades to, and replacements of, the New Digital Billboards.

5.3 City Right of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site upon exercise of its police power. If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.

6. DEFAULT AND REMEDIES.

6.1 Termination of Agreement.

6.1.1 Termination for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement, which in any case continues for longer than (i) five (5) business days following written notice from City in the case of a monetary failure, or (ii) thirty (30) days following written notice from City in the case of a non-monetary failure (hereinafter referred to as “default” or “breach”). In the event of a termination by City under this Section 6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination [and removal of the New Digital Billboard that equates to the percentage of
01135.0001/950788.8 12

Page 299 ends

time elapsed in the year of the Term at the time of termination]. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Proc essing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.2 Termination for Material Default of City. Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement, which in any case continues for longer than fifteen (15) days following written notice from Developer. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section

6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occ urred prior to said termination; (ii) Developer’s obligation to wholly remove the New Digital billboard pursuant to Section 4.1; or (iii) any continuing obligations to indemnify other parties.

6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non -defaulting party shall have the right to: (i) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to co mpensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other) against the City other than attorneys’ fees to the extent provided in Section 8.11 below, and the City shall only have the right to recover actual, direct damages (and not consequential or puni tive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 8.11 below. Where Developer is required to remove the New Digital Billboard Display structure herein and the Developer fails to timely do so, City shall have rights set forth in Section 4.2. 01135.0001/950788.8 13

Page 300 ends

7. INSURANCE, INDEMNIFICATION AND WAIVERS.

7.1 Types of Insurance.

7.1.1 Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement.

7.1.2 Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.

7.2 Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities assumed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied w ith the requirements of this paragraph 7.1.1.

7.3 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:

7.3.1 For insurance required above, within seven (7) days after the Effective Date or consistent with the requirements of Exhibit “E” (Schedule of Performance), Item No. 8.

7.3.2 The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.

Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.
01135.0001/950788.8 14

Page 301 ends

7.4 Indemnification.

7.4.1 General. Developer shall indemnify the City, and its respective officers, employees, and/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, operations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.

7.4.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors. The foregoing indemnity shall also not include claims o r liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.

7.4.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;

7.4.4 Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparag raph 7.4.4 shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.

7.4.5 Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.

8. MISCELLANEOUS PROVISIONS.

8.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government 01135.0001/950788.8 15

Page 302 ends

Code Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.

8.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referre d to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this agreement, which is to allow the Project to be permitted and operated and to prov ide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.

8.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the partie s hereto. The rule of construction, to the effect that ambiguities are to be resolved against the drafting party or in favor of the non-drafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation hereof.

8.5 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

8.6 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

8.7 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their owner, successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

8.8 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other 01135.0001/950788.8 16

Page 303 ends

causes beyond the party’s reasonable control. The party claiming a force majeure must give written notice within ten (10) days of the commencement of the claimed delay.

8.9 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

8.10 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same affected as if all of the parties had executed the same instrument.

8.11 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on City shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.

8.12 No Partnership. No partnership, joint venture or other association of any kind is formed by this Agreement. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Dev elopment into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project. City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.

8.13 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

8.14 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements.

8.15 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:
01135.0001/950788.8 17

Page 304 ends

To City: City of Bell
6330 Pine Ave.

Bell, California 90201
Attn: City Manager
To Developer: New Tradition Outdoor LLC 588 Broadway, Suite 905 New York, New York 10012 Attn: Bret
Richheimer, COO
With Copy To: New Tradition Outdoor LLC 3007
Washington Blvd, Suite 225
Marina Del Rey, CA 90292 Attn:

Bret Richheimer, COO

8.16 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.

8.17 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against an y and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.

8.18 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.

8.19 Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreem ent 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 such party is bound.
[Signatures on Following Page]
01135.0001/950788.8 18

Page 305 ends

WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

City:

CITY OF BELL
By: Ali Saleh, Mayor
ATTEST:

Angela Bustamante, City Clerk APPROVED AS TO FORM:

David J. Aleshire, City Attorney
Developer:

NEW TRADITION OUTDOOR LLC
[End of Signatures]
01135.0001/950788.8 19

Page 306 ends

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

State of California )
County of Los Angeles )
On ___________________ , 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.

Signature
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.

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
01135.0001/950788.8 20

Page 307 ends

EXHIBIT “A”

LEGAL DESCRIPTION OF SITE AND SITE PLAN

The provisions of this agreement shall only apply to the “Site” as defined and shown in EXHIBIT A-1 LEGAL DESCRIPTION OF SITE.

The Site is the portion of Owner Property as shown in EXHIBIT A-2 SITE PLAN.

01135.0001/950788.8
A-1

Page 308 ends

EXHIBIT A-1

Page 309 ends

Page 310 ends

L O N G B E A C H F W Y . 7 1 0
J S T .
21'-6"

PROPOSED SIGN
(OVERHANGS J ST.)
1' CLR. AT P.L.
1' CLR. AT
CALTRANS R.O.W.
42" COLUMN WITH 6'X6'

COVER LOCATED IN
"NO PARKING" AREA
9' CAMERA ARM
10'
PARCEL 86
PARCEL 35

LANDSCAPE

WAREHOUSE

BUILDING

EXISTING TENANT SIGN
APPROX. HT. 20'
6' STEEL FENCE
AT P.L.
6' CHAIN LINK FENCE

WITH BARBED WIRE
AT CALTRANS R.O.W.
6' CHAIN LINK
FENCE AT P.L.

SIGN CENTERLINE

PERPENDICULAR TO
P.L. (N 43° 7' 2" E)

ENLARGED PLAN
Enlarged Plan:
1" = 10'-0"

PROJECT ELECTRICAL COPYRIGHT ENGINEER / CONTRACTOR APPLICANT DATE PH AG
As NotedScale:

Approved by:

Drawn by:

Revisions:

Sheet No.

3.11.24 2 OF 2
T.B.D.T.B.D.

N
5390 Rickenbacker Rd
Bell, CA 90201
APN: 6332-002-086
Proposed digital sign (2 faces at 14' x 48') with a
full-flag, 20' V configuration and a height of approx.
70' above grade
NOTE: NO CHANGE TO

PARKING IS PROPOSED
ELEV
SHT.1

4.17.24 EEXHIBIT A-2 SITE PLAN

Page 311 ends

EXHIBIT “B”

NEW DIGITAL BILLBOARD PLANS AND DESIGN
01135.0001/950788.8 B-1

Page 312 ends

PL
J S T .

L O N G B E A C H F W Y . 7 1 0

L O S A N G E L E S R I V E R
PL

SIDEWALK

DRIVEWAY

SIDEWALK
PL

PARKING
GATE

TRUCK DOCKS

EXISTING BUILDING
(LIGHT INDUSTRIAL / WAREHOUSE / OFFICE)

LANDSCAPE

PARKING

EXISTING BUILDING
(SCALE HOUSE) GATE
GATE

DRIVEWAY
R I C K E N B A C K E R R D .

EXISTING BUILDING
(LIGHT INDUSTRIAL / WAREHOUSE / OFFICE)

PARKING

PARKING / LOADING

SIDEWALK

DRIVEWAY

PARKING
48'
14' PROPOSED SIGN

FULL FLAG
(SOUTHEAST FACE)
70'
PL
PARKING AREA/GRADE AT SIGNLANDSCAPEJ ST.LANDSCAPEDRAINAGECULVERTFREEWAY 1' CLEAR

CALTRANS FENCE
±3' TO FWY. CROWN

PL FENCE

SITE PLAN
Vicinity Map:

Not to Scale

PROJECT ELECTRICAL COPYRIGHT ENGINEER / CONTRACTOR APPLICANT DATE PH AG
As NotedScale:

Approved by:

Drawn by:

Revisions:

Sheet No.

4.17.24 N
1 OF 2
T.B.D.T.B.D.

N
Area of proposed sign,
See enlarged plan, sheet 2
Site Plan:
1" = 40'
SITE
Elevation Looking Northwest:
1" = 10'
5390 Rickenbacker Rd
Bell, CA 90201
APN: 6332-002-086
Proposed digital sign (2 faces at 14' x 48') with a
full-flag, 20' V configuration and a height of approx.
70' above grade
ELEV
EEXHIBIT B-2

BILLBOARD DESIGN
EEXHIBIT B-2

BILLBOARD DESIGN
EXHIBIT B-1 NEW DIGITAL BILLBOARD PLANS

Page 313 ends

EQUITYSIGN GROUP
FULL SERVME • OM., NANLIFACTURE, ',MALL
New TraditionCity of Bell
ADDRESS 5390 RickenbackerDATE 5.29.24DRAWING NUMBERNJohnii-15-24 Freeway side
1-710
Perforated metal Background angle accents at top and bottom.Match Dunn Edwards De6384 "Iron Rdure" Flat finish.(Provided by structure manufacturer) INTRODUCINGTHE 20 I 8 MODEL S

I TESLF
Perforated metalshield betweenLED faceson this end.Match Dunn EdwardsDe6384 "Iron Fixture"Flat finish. 12"
EEXHIBIT B-2

BILLBOARD DESIGN

Page 314 ends

EXHIBIT “C”

SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS
Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:

1. Project. Developer shall construct a New Digital Billboard with digital display faces in accordance with the terms of this Agreement. The existing structure will have two (2) new digital display faces (each display face measuring approximately 14’ x 48’) within the Site.

2. Building Fees. Developer shall pay all applicable City planning, CEQA and building fees, as described in this Agreement, at the time the time the Project is submitted to the appropriate City Department.

3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following:
(a) On-going maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on-Site improvements, easements, rights-of-way at its sole cost and expense. Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or i mprovements within three hundred (300) feet of Site.

4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “D,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in 01135.0001/950788.8 C-1

Page 315 ends

the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.

5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person.

No officer or employee of the City shall be personally liable to the Developer, its successors, transferees or assigns, for any default or breach by the City under this Agreement.

6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee:
(a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located on the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 672 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdiction over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display faces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way. (i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
01135.0001/950788.8 C-2

Page 316 ends

(j) Developer shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candles limitation over ambient light levels at 250 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Planning Manager or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. The City may also request a brightness measurement as a part of the review under Section 5.1. Developer shall dim the display to the appropriate setting immediately upon the conc lusion of any such measurement concluding that the light standards were exceeded. (k) In the event ten percent (10%) or more of either digital sign face of the New Digital Billboard is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire affected face off, or show a one hundred percent (100%) black image on the display until corrected. During such time, Developer may continue to operate the unaffected digital sign face.
(l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.
01135.0001/950788.8 C-3

Page 317 ends

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR

PERFORMANCE

REFERENCE

1. City Council Hearings to Approve this
Agreement
Date TBP (First Reading)
Date TBP(Second Reading)

G & I

2. Effective Date of this Agreement 30 calendar days following City Council’s Second
Reading –(Date TBP)

3. Developer submits proof of insurance.

Within seven (7) calendar
days after the Effective Date
of this Agreement.

7.3.1 4. Developer prepares and submits to City
working drawings, specifications, and
engineering for plan check.

Within fifteen (15) calendar
days after the Effective Date
of this Agreement.

N/A

5. Developer pays One-time
Implementation Fee.

Within sixty (60) calendar
days following the Effective
Date of this Agreement.

2.5.2 6. City to approve all construction and
engineering drawings and specifications
with plan check approval and issues a
building permit and electrical permit.

Within thirty (30) calendar
days of City’s receipt of
submittals.

N/A

7. Developer constructs billboard sign.

No later than one-hundred
eighty (180) calendar days
from the receipt of building
permits.

2.6 8. Developer pays City Annual Installments
per Developer Fee Schedule.

1st installment due within ten
(10) business days from the
date the digital display faces
become Operational.

Monthly installments shall
continue within five (5)
business days of the year
anniversary of the
Commencement Date
through the term of this
Agreement.

2.5

Page 318 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024

MINUTES OF THE REGULAR JOINT MEETING OF THE

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

October 9, 2024

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

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

Mayor Saleh called the meeting to order at 5:10 p.m.

Roll 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

PRESENT: Councilmember Flores*, Quintana*, Romero, Vice-Mayor Arroyo and Mayor Saleh.

ABSENT: None

*Councilmember Flores arrived at 5:15 p.m.
*Councilmember Quintana arrived at 5:19 p.m.

Staff: City Manager Michael L. Antwine II, City Attorney Dave Aleshire, Assistant to the City Manager Javier Ochiqui, Community Development Director Manuel Acosta and Finance Director Rickey Manbahal.

Communications from the Public on Closed Session Items

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

None

Mayor Saleh recessed the meeting to closed session at 5:12 p.m.

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

a. CONFERENCE 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 calls you to approach the podium. Please clearly state your name and address and proceed to make your comments.

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, October 9, 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

Page 319 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024
Property: 6400 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined

b. CONFERENCE 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 Determined

c. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4400-4410 Gage Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined

d. CONFERENCE 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. CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, Agency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Police Officers Association (BPOA)

f. CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, Agency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell City Employee Association (BCEA)

g. CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, Agency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Executive Management Association (BEMA)

Reconvene Regular City Council Meeting

Mayor Saleh called the meeting to order at 7:14 p.m.

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

PRESENT: Councilmember Flores, Quintana, Romero, Vice-Mayor Arroyo and Mayor Saleh.

ABSENT: None

*Councilmember Quintana arrived at 7:16 p.m.
*Councilmember Romero arrived at 7:18 p.m.

Staff Present: City Manager Michael L. Antwine, City Attorney Dave Aleshire, Chief of Police Carlos Islas, Deputy City Engineer Rey Alfonso, Interim Public Works Director John Oskoui, Assistant to the City Manager Javier Ochiqui, Finance Director Ricky Manbahal, Human Resources and Risk Manager Gina Skibar, Deputy Community Service Director Rebecca Valdez,

Page 320 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024
Community Service Director Janine Andrade, City Clerk Angela Bustamante, and Executive Assistant Lisa Guzman.

Pledge of Allegiance was led by Sergeant Walker

City Attorney Report

City Attorney Dave Aleshire reported out the following: Items A-C), a status report was given; no reportable action was taken. Item D) was not discussed. Item E - F) a status report was given, and directions were given to the negotiators ; there was no reportable action. Item G) was not discussed.

Presentations and Recognitions

a. Bell Police Officers Swearing In Ceremony – Alexander Zamora and Celene Perez was introduced by Chief of Police Carlos Islas. City Clerk Angela Bustamante administered the Oath of Office to Officer Perez’s and Zamara.

b. Proclamation declaring the month of October as Breast Cancer Awareness Month Mayor Saleh read the proclamation and presented it to City of Bell staff member Pearl Sanchez.

Communications from the Public

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

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.

Councilmember Romero made a comment.

Vice-Mayor Arroyo made a comment.

Councilmember Quintana made a comment.

Mayor Saleh made a comment.

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.

City Manager Michael L. Antwine thanked staff for all their hard work in putting together the Bell Family Night Market. He also reported that staff are working on a plan to fix and restore the street medians on Atlantic Avenue. He stated that the pocket park property located on Gage and Heliotrope is now city-owned and that staff is in the process of cleaning the site. He announced that the official Pritchard Field groundbreaking will be in November.

Business Session

1. Support for Proposition 4: Safe Drinking Water, Wildfire Prevention, Drought Preparedness

Page 321 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024
and Clean Air Bond 2024. (City Council)

Recommendation: It is recommended that the City Council support Proposition 4 and read by title only, waive further reading, and adopt Resolution No. 2024-44 titled:

“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,
CALIFORNIA, SUPPORTING PROPOSITION 4: THE SAFE

DRINKING WATER, WILDLIFE PREVENTION, DROUGHT
PREPAREDNESS, AND CLEAN AIR BOND ACT OF 2024”

Assistant to the City Manager Javier Ochiqui provided a report on the item.

City Attorney Dave Aleshire read the title of the resolution.

It was moved by Vice-Mayor Arroyo to approve agenda item no. 1, as recommended. Motion was seconded by Councilmember Quintana which carried with the following voice vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

2. Approval of Amendment to the MV Cheng & Associates Inc. Agreement. (City Council)

Recommendation: It is recommended that the City Council approve Amendment No. 1 to the MV Cheng & Associates Inc. professional services agreement.

Finance Director Rickey Manbahal provided a report on the item.

City Manager Michael L. Antwine II provided additional information.

Brief discussion ensued amongst the staff and council.

Councilmember Romero asked if special projects could be made known to the council so they could be added to the budget process.

It was moved by Councilmember Quintana to approve agenda item no. 2, as recommended.

Motion was seconded by Councilmember Romero which carried with the following voice vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

3. Strategic Plan Update (Status Report No. 2). (City Council)

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

Page 322 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024

City Manager Rickey Manbahal and Assistant to the City Manager Javier Ochiqui provided a power point presentation on the item.

It was moved by Councilmember Romero to approve agenda item no. 3, as recommended.

Motion was seconded by Vice-Mayor Arroyo which carried with the following voice vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

4. Adopt a Resolution and Approval of the Implementation Agreement and with Gateway Cities Council of Governments for the Slauson Avenue Complete Street Study (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2024-45 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,

CALIFORNIA, APPROVING THE IMPLEMENTATION AGREEMENT

FOR THE SLAUSON AVENUE COMPLETE STREET STUDY WITH THE

GATEWAY CITIES COUNCIL OF GOVERNMENTS AND ALLOCATING
FUNDING FROM MEASURE “M” FUNDS FOR THE CITY’S SHARE OF

THE CONTRIBUTION TO PREPARE THE STUDY

Interim Public Works Director John Oskoui provided a report on the item.

City Attorney Dave Aleshire read the title of the resolution.

It was moved by Councilmember Quintana to approve agenda item no. 4, as recommended.

Motion was seconded by Vice-Mayor Arroyo which carried with the following voice vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

Consent Calendar

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

Recommendation: Approve agenda item 5

Page 323 ends

AGENDA ITEM 13
Minutes of the Meeting of the
Bell City Council and Related Agencies
October 9, 2024
It was moved by Councilmember Quintana to approve agenda item 5. Motion was seconded by Vice-Mayor Arroyo which carried with the following voice vote:

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

Motion Passed.

5. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of October 9, 2024. ( Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

Pending Items – None

Next Regular Meeting, Wednesday, October 23, 2024

Mayor Saleh adjourned the meeting at 8:38 p.m.

I, Angela Bustamante, City Clerk of the City of Bell, certify that the foregoing minutes were approved by the City Council of the City of Bell at a regular meeting held on November 13, 2024.

________________________________
Angela Bustamante, City Clerk

Ali Saleh, Mayor

Page 324 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

MINUTES OF THE REGULAR JOINT MEETING OF THE

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

October 23, 2024

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

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

Mayor Saleh called the meeting to order at 5:11 P.M.

Roll 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

PRESENT: Councilmembers Flores, Quintana*, Romero, Vice-Mayor Arroyo and Mayor Saleh

ABSENT: None

*Councilmember Quintana arrived at 5:20 p.m.

Communications from the Public on Closed Session Items

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

None

Mayor Saleh recessed the meeting to closed session at 5:12 p.m.

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

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

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Y our written comment must be submitted by 4pm on Wednesday, October 23, 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

Page 325 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

a. CONFERENCE 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 Determined

d. CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, Agency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Police Officers Association (BPOA) e. CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, Agency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell City Employee Association (BCEA)

Mayor Saleh reconvened the regular meeting at 7:03 p.m.

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

PRESENT: Councilmember Flores, Quintana*, Romero*, Vice-Mayor Arroyo and Mayor Saleh

ABSENT: None

*Councilmember Quintana arrived at 7:07 p.m.
*Councilmember Romero arrived at 7:05 p.m.

Staff Present: City Manager Michael L. Antwine, City Attorney Dave Aleshire, Chief of Police Carlos Islas, Deputy City Engineer Rey Alfonso, Community Development Director Manuel Acosta, Assistant to the City Manager Javier Ochiqui, Finance Director Rickey Manbahal, Human Resources and Risk Manager Gina Skibar, Community Services Director Janine Andrade, Deputy Community Services Director Rebecca Silva -Barron, City Clerk Angela Bustamante and

Page 326 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

Executive Assistant Lisa Guzman.

Pledge of Allegiance was led by Mayor Saleh

City Attorney Report

City Attorney Dave Aleshire reported out the following: Items A-D) a status report was given; no reportable action was taken. Items E-G) a status report was given; no reportable action was taken.

Presentations and Recognitions

Local Tax Solutions Update presentation was presented by Finance Director Ricky Manbahal

Communications from the Public

The following members of the public address ed the City Council and related Authorities and Agencies on items that are on the agenda and non-agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies: Pastor Maria Elena Montaluo, Bishop Brenda Bos, Pastor Cue JN Marie, Jocelyn Zelaya, Lilia Chavez, Alex Tieuro, Pastor Cue Jn Marie, Jocelyn Zelaya, Lilia Chavez, Alex Tieuro, Cassandra, Imam Abdul Hafiz, Father Richard Estrada, Sithy Bin, Uliser Lopez, Alpha Timbo, Senqit Admasso, Reverand Niuiserela, Reverand Carl os Rinon, Francisco Batiz, Pedro (Chirla) Trujillo, Diego, Mick Yassa, Edwin Gonzalez.

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.

Councilmember Quintana made a comment.

Vice-Mayor Arroyo made a comment.

Mayor Saleh made a comment.

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.

City Manager Michael L. Antwine II reported that the city would be hosting its Halloween Carnival alongside the Bell Family Night Market on Saturday, October 24, 2024. He noted his attendance at this year’s League of California Conference.

Public Hearing(s)

The following item has been posted as a Public Hearing as required by law. The Mayor will open the Public Hearing(s) to receive public testimony only on the item(s) listed under this section.

1. Development Agreement to allow the construction of a new digital billboard at 5390 Rickenbacker Road in the C-M Commercial Manufacturing zone. (City Council)

Page 327 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

Recommendation: It is recommended that the City Council:

1. D etermine that the proposed project is exempt from further review under the California Environmental Quality Act Section 15311 - Accessory Facilities, because the project consists of the construction or installation of minor structures accessory to an existing commercial facility, including on-premise signs, and thereby is exempt from CEQA; and

2. R
ead by title only, waive further reading and introduce Ordinance No. 1292:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BELL,
APPROVING DEVELOPMENT AGREEMENT NO. 2024 -01 FOR THE

CONSTRUCTION AND OPERATION OF A NEW DIGITAL BILLBOARD
AT 5390 RICKENBACKER ROAD

Vice-Mayor Arroyo left the meeting at 8:04 p.m.

Councilmember Quintana left the meeting at 8:08 p.m.

Vice-Mayor Arroyo returned at 8:09 p.m.

Community Development Director Manuel Acosta provided a power point presentation on the item.

Mayor Saleh opened the public hearing.

Public Speakers
None

Mayor Saleh closed the public hearing.

City Attorney Dave Aleshire read the title of the resolution.

It was moved by Councilmember Romero to approve agenda item no. 1, as recommended. Motion was seconded by Vice-Mayor Arroyo which carried with the following roll call vote:

Roll Call: 4-0-0-1
AYES: Councilmembers Flores, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Quintana

Motion Passed.

Business Session

2. Memorandum of Understanding (MOU) Between Nature for All and the City of Bell. (City Council)

Recommendation: It is recommended that the City Council approve the Memorandum of Understanding (MOU) between Nature for All, a California nonprofit organization, and the City

Page 328 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

of Bell for the provision of free camping trips for youth from the Southeast Los Angeles region through the Community Connections to Wildlands program, funded by the Watershed Conservation Authority (WCA).

This item was pulled by staff.

3. Consideration to approve the Third Amendment to the Memorandum of Understanding (MOU) Between the Los Angeles Gateway Regional Integrated Water Management Joint Powers Authority (GWMA) and the City of Bell to Extend the Term to Update and Continue Implementing Watershed Management (WMP) and Coordinated Integrated Monitoring Program (CIMP). (City Council)

Recommendation: It is recommended that the City Council approve the Third Amendment to the agreements as a required part of the City’s Municipal Separate Storm Sewer System (MS4) Permit Order No. R4 -2021-0105 as required by the Regional Water Quality Control Board.

Councilmember Quintana returned at 8:16 p.m.

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

Brief discussion ensued amongst the staff and council.

It was moved by Councilmember Quintana to approve agenda item no. 3, as recommended.

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

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

4. Consideration of a Contract with the Los Angeles County Department of Animal Care Control for Services July 1, 2024 – June 30, 2029. (City Council)

Recommendation: It is recommended that the City Council authorize the City Manager to sign the Contract with the Los Angeles County Department of Animal Care Control Services for a 5-year term from July 1, 2024 through June 30, 2029.

Community Services Director Janine Andrade provided a report on the item.

City Manager Michael L. Antwine provided additional information.

City Attorney Dave Aleshire provided additional information.

Discussion ensued amongst the staff and council.

Quintana made a motion to approve the contract with council direction to research other options for Animal Control Services going forward.

Page 329 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

It was moved by Councilmember Quintana to approve agenda item no. 4 with council’s direction to staff. Motion was seconded by Vice-Mayor Arroyo which carried with the following roll call vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

5. Authorize the Police Chief to accept and administer the Office of Traffic Safety (OTS), Selective Traffic Enforcement Program (STEP) Grant to reduce the number of traffic fatalities and injuries. (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2024-46 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

APPROVING THE ACCEPTANCE OF THE OTS STEP GRANT

AND AUTHORIZING AN INTER-FUND ADVANCEMENT, IN THE
AMOUNT OF $100,000 FROM THE GENERAL FUND

UNRESTRICTED FUND BALANCE TO THE POLICE
DEPARTMENT’S OFFICE OF TRAFFIC SAFETY FUND

ACCOUNT FOR THE PURPOSE OF PROVIDING OVERTIME TO
REDUCE TRAFFIC COLLISIONS YEAR 2024-2025

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

City Attorney Dave Aleshire read the title of the resolution.

It was moved by Councilmember Quintana to approve agenda item no. 5 , as recommended.

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

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

6. Withdraw from California Cities Gaming Authority Joint Powers Authority (City Council)

Recommendation: It is recommended that the City Council approve the withdrawal from the California Cities Gaming Authority Joint Powers Authority.

City Attorney Dave Aleshire read the title of the resolution.

It was moved by Councilmember Quintana to approve agenda item no. 6 , as recommended.

Page 330 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

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

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

7. American Rescue Plan Act (ARPA) Quarterly Report (Status Update #4). (City Council)

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

This report was Status Update #5.

Assistant to the City Manager Javier Ochiqui provided a report on the item.

It was moved by Vice-Mayor Arroyo to approve agenda item no. 7, as recommended. Motion was seconded by Councilmember Flores which carried with the following voice vote:

Roll Call: 5-0-0-0
AYES: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh.

NOES: None
ABSTAIN: None
ABSENT: None

Motion Passed.

Consent Calendar

Recommendation: Approve agenda items 8 through 10.

It was moved by Councilmember Quintana to approve agenda items 8 through 10, including the revised minutes provided by the clerk. Motion was seconded by Vice-Mayor Arroyo which carried with the following voice vote:

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

Motion Passed.

Page 331 ends

Minutes of the Meeting of the
Bell City Council and Related Agencies
October 23, 2024

8. City of Bell & Bell Successor Agency Investment Reports as of September 2024. (City Council/Successor Agency to the Bell Community Redevelopment Agency)

9. Minutes for the Regular City Council Meeting of September 25, 2024. (City Council)

10. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of October 23, 2024. ( Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

Pending Items – None
Next Regular Meeting, Wednesday, November 13, 2024

Mayor Saleh adjourned the meeting at 8:55 p.m.

I, Angela Bustamante, City Clerk of the City of Bell, certify that the foregoing minutes were approved by the City Council of the City of Bell at a regular meeting held on November 13, 2024.

________________________________
Angela Bustamante, City Clerk

Ali Saleh, Mayor

Page 332 ends

AGENDA ITEM 14

Page 333 ends

Page 334 ends

Page 335 ends

Page 336 ends

Page 337 ends

Page 338 ends

Page 339 ends

Page 340 ends

Page 341 ends

Page 342 ends

Page 343 ends

Page 344 ends

Page 345 ends

Page 346 ends

Page 347 ends

Page 348 ends

Page 349 ends

Page 350 ends

Page 351 ends

Page 352 ends

Page 353 ends

Page 354 ends

Page 355 ends

Page 356 ends

Page 357 ends

Page 358 ends

Page 359 ends

Page 360 ends

Page 361 ends

Page 362 ends

Page 363 ends

Page 364 ends

Page 365 ends

Page 366 ends

Page 367 ends

Page 368 ends

Page 369 ends

Page 370 ends

Page 371 ends

Page 372 ends

Page 373 ends

Page 374 ends

Page 375 ends

Page 376 ends

Page 377 ends

Page 378 ends

Page 379 ends

Page 380 ends

Page 381 ends

Page 382 ends

Page 383 ends

Page 384 ends

Page 385 ends

Page 386 ends

Page 387 ends

Page 388 ends

Page 389 ends

Page 390 ends

Page 391 ends

Page 392 ends

Page 393 ends

Page 394 ends

Page 395 ends

Page 396 ends

Page 397 ends

Page 398 ends

Page 399 ends

Page 400 ends

Page 401 ends

Page 402 ends

Page 403 ends

Page 404 ends

Page 405 ends

Page 406 ends

Page 407 ends

Page 408 ends

Page 409 ends

Page 410 ends

Page 411 ends

Page 412 ends

Page 413 ends

Page 414 ends

Page 415 ends

Page 416 ends

Page 417 ends

Page 418 ends

Page 419 ends

Page 420 ends

Page 421 ends

Page 422 ends

Page 423 ends

Page 424 ends

Page 425 ends

Page 426 ends

Page 427 ends

Page 428 ends

Page 429 ends

Page 430 ends

Page 431 ends

Page 432 ends

Page 433 ends

Page 434 ends

Page 435 ends

Page 436 ends

Page 437 ends

Page 438 ends

Page 439 ends

Page 440 ends

Page 441 ends

Page 442 ends

Bell City CouncilNovember 13, 2024

Bell City Council
November 13, 2024