Bell City Council
June 11, 2025

Agenda

Regular Meeting of the

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

Wednesday, June 11, 2025

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

BELL COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201

Ali Saleh
Mayor

Monica Arroyo Francis Flores
Vice-Mayor Council Member

Ana Maria Quintana Alicia Romero Council Member Council Member

Welcome to the City Council Meeting

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

Individual participation is a basic part of American Democracy and all Bell residents are encouraged to attend meetings of the City Council. Regular City Council meetings are held the second and fourth Wednesday of the m onth at 7:00 p.m., Bell Community Center, 6250 Pine Avenue. For more information, you may call City Hall during regular business hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

City Council Organization

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

Addressing the City Council

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

Compliance with Americans with Disabilities Act

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

Statement Regarding Compensation for Membe
rs of the Bell City Council

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

Meeting of the
Bell City Council and Related Agencies
June 11, 2025

REGULAR JOINT MEETING OF THE

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

June 11, 2025

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

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

Call to Order

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

Communications from the Public on Closed Session Items

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

Closed Session

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

a. 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

b. 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

c. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: APN 6226-005-900,901,902,903

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

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

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, June 11, 2025. Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

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

Meeting of the
Bell City Council and Related Agencies
June 11, 2025
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: APN 6226-006-900,901,902,903
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined

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

f. Public Employee Appointment (Government Code Section 54957 (b)) Title: Chief of Police

g. Anticipated Initiation of Litigation pursuant to Government Code Section 54956.9 (d)(3) regarding significant exposure to litigation in two cases.

Reconvene Regular City Council Meeting

Call to Order

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

Pledge of Allegiance

City Attorney Report

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

Presentations and Recognitions

a. Mayor Citizens Award
b. Proclamation declaring June 19
th as Juneteenth Day
c. Proclamation declaring June 14, 2025 as National Flag Day

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 non-agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. (Each speaker is limited to three minutes)
Mayor and City Council Communications

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

City Manager Report

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

Meeting of the
Bell City Council and Related Agencies
June 11, 2025
Public Hearings

1. Fiscal Year 2025-2026 Proposed Budget. (City Council)

Recommendation: It is recommended that the City Council:

1. Approve staff’s recommendation to the proposed FY25-26 budget as listed below, and

2. Read by title only, waive further reading and adopt Resolution No. 2025-27 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

ADOPTING THE CITY BUDGET FOR THE FISCAL YEAR
COMMENCING JULY 1, 2025, AND ENDING JUNE 30, 2026

Business Session

2. Consideration to approve Amendment No. 2 with Duke Studio, Inc. to extend the Agreement for another year in the amount of $335,000 from July 1, 2025, to June 30, 2026, for Mobile Home Parks and Housing Unit Maintenance Services. (Bell Community Housing Authority)

Recommendation: It is recommended that the Chair and Members of the Board approve Amendment No. 2 with Duke Studio, Inc. to extend the Agreement for another year for Mobile Home Parks and Housing Unit Maintenance Services.

3. Consideration to approve a new Agreement with Infinity Technologies for Information Technology (IT) Managed Services. (City Council)

Recommendation: It is recommended that the City Council approve a new Agreement with Infinity Technologies for Information Technology (IT) Managed Services for three (3) years from July 1, 2025, to June 30, 2028.

4. Approval of a New Agreement with Granicus for Meeting Production, Recording, and Live Web-Streaming Services. (City Council)

Recommendation: It is recommended that the City Council approve a New Agreement with Granicus for meeting production, recording and live web-streaming services in an amount not to exceed $139,707.44 for three-years, with two (2) one-year options.

5. Consideration to Cancel Regular Scheduled Council Meetings. (City Council)

Recommendation: It is recommended that the City Council cancel the July 9, 2025, August 13, 2025, November 26, 2025, and December 24, 2025, City Council meetings.

6. Approve the Engineer’s Report and Set the Public Hearing to Consider Annual Assessments within the Citywide Landscaping and Lighting Maintenance District with No Increase in Assessments. (City Council)

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

a) Resolution No. 2025-23 titled:

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

Meeting of the
Bell City Council and Related Agencies
June 11, 2025

INITIATING PROCEEDINGS FOR THE ANNUAL ASSESSMENT LEVY

WITHIN THE CITY OF BELL LANDSCAPE AND LIGHTING
MAINTENANCE DISTRICT FOR THE 2025 -2026 FISCAL YEAR
PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2, OF THE

STREETS AND HIGHWAYS CODE OF THE STATE OF CALIFORNIA

b) Resolution No. 2025-24 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,
APPROVING THE ENGINEER’S REPORT REGARDING THE LEVY

AND COLLECTION OF ASSESSMENTS WITHIN THE CITY OF BELL

LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT FOR THE
2025-2026 FISCAL YEAR AND DIRECTING THAT THE CITY CLERK MAKE THE ENGINEER’S REPORT A PERMANENT RECORD

AVAILABLE FOR PUBLIC INSPECTION

c) Resolution No. 2025-25 titled:

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

DECLARING THE INTENTION TO LEVY AND COLLECT THE ANNUAL

ASSESSMENTS WITHIN THE CITY OF BELL LANDSCAPE AND
LIGHTING MAINTENANCE DISTRICT FOR THE 2025 -2026 FISCAL YEAR PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2, OF

THE STREETS AND HIGHWAYS CODE OF THE STATE OF

CALIFORNIA, AND SETTING A TIME AND PLACE FOR PUBLIC

HEARING OF OBJECTIONS HEREON

7. Consideration of a Resolution Approving Participation in the Los Angeles Urban County Permanent Local Housing Allocation (PLHA) Program Year 5, Authorizing Reimbursable Contract with the County of Los Angeles and Approve the Recommended Programs to be Funded. (City Council)

Recommendation: It is recommended that the city council:

1. Read by title only, waive further reading, and adopt Resolution No. 2025-26 titled:

A RESOLUTION OF THE BELL CITY COUNCIL APPROVING

PARTICIPATION IN THE LOS ANGELES URBAN COUNTY

PERMANENT LOCAL HOUSING ALLOCATION PROGRAM BY

AUTHORIZING THE MAYOR, OR HIS DESIGNEE, TO SIGN A

REIMBURSABLE CONTRACT WITH THE LOS ANGELES COUNTY

DEVELOPMENT AUTHORITY (LACDA) ACTING ON BEHALF OF THE

COUNTY OF LOS ANGELES

2. Approve Staff-recommended programs that will be funded with the Permanent Local Housing Allocation (PLHA) Program Funds Year 5.

3. Authorize Staff to develop the program policies and guidelines for the programs.

4. Authorize Staff to incorporate PLHA budget programs and staffing to implement the programs in City Budgets.

8. Exempt surplus land under the Surplus Land Act owned by City of Bell (“City”). (City Council)

Meeting of the
Bell City Council and Related Agencies
June 11, 2025

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2025-29 titled:

A RESOLUTION OF THE CITY OF BELL DECLARING ASSESSOR’S
PARCEL NUMBER 6325-018-902 IN THE CITY OF BELL EXEMPT

SURPLUS LAND PURSUANT TO THE SURPLUS LAND ACT
(GOVERNMENT CODE SECTIONS 54220 ET SEQ.)

9. Exempt surplus land under the Surplus Land Act owned by the Bell Community Housing Authority (“BCHA”). (Bell Community Housing Authority)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2025-30 titled:

A RESOLUTION OF THE CITY OF BELL COMMUNITY HOUSING
AUTHORITY DECLARING ASSESSOR’S PARCEL NUMBER’S 6325-
017-900, 6325-017-901, 6325-017-902 AND 9325-017-903 IN THE CITY

OF BELL EXEMPT SURPLUS LAND PURSUANT TO THE SURPLUS
LAND ACT (GOVERNMENT CODE SECTIONS 54220 ET SEQ.)

10. Appointments to the Community Services Commission. (City Council)

Recommendation: It is recommended that:

1. Council Member Ana Maria Quintana select a student commissioner.

2. Council Member Monica Arroyo select an adult commissioner.

3. Read by title only, waive further reading and adopt Resolution 2025-28 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

APPROVING THE APPOINTMENT TO THE COMMUNITY

SERVICES COMMISSION

Consent Calendar

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

Recommendation: Approve agenda items 11 and 12.

11. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of June 11, 2025. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

12. Minutes for the Regular City Council Meeting of May 28, 2025. (City Council)

Pending Items – None

Meeting of the
Bell City Council and Related Agencies
June 11, 2025
Annual Reorganization of the City Council

The Reorganization of the Bell City Council for the year of 2025 in accordance with Bell Municipal Code Section 2.04.030(b).

a) Election of Mayor
b) Election of Vice Mayor

Next Regular Meeting Wednesday, June 25, 2025

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted June 8, 2025 at least seventy-two (72) hours prior to the meeting as required by law.

__________________________
Angela Bustamante, City Clerk

REGULAR MEETING OF THE

BELL CITY COUNCIL AND RELATED AGENCIES

June 11, 2025

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

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a – g

AGENDA & INDEX 1-9

PUBLIC HEARINGS 1 10-13

BUSINESS SESSION 2 14-70
3 71-117
4 118-172
5 173-174
6 175-197
7 198-201
8 202-205
9 206-210
10 211-214

CONSENT CALENDAR 11 215-273
12 274-278

AGENDA ITEM 1

City of Bell
Agenda Report
D
ATE: June 11, 2025
TO
: Mayor and Members of the City Council
PR
EPARED Michael L. Antwine II, City Manager
BY: Rickey S. Manbahal, Finance Director
F
ROM: Michael L. Antwin II (e-signature)
M ichael L. Antwine II, City Manager
SU
BJECT: Fiscal Year 2025-2026 Proposed Budget
RE
COMMENDATION:

I
t is recommended that the City Council:

1. Approve staff’s recommendation to the proposed FY25-26 budget as listed below, and:

2. Read by title only, waive further reading and adopt Resolution No. 2025-27 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

ADOPTING THE CITY BUDGET FOR THE FISCAL YEAR
COMMENCING JULY 1, 2025, AND ENDING JUNE 30, 2026
B
ACKGROUND:

P
er the City Charter, the City Manager shall submit to the Council the proposed budget 35 days prior to the beginning of each fiscal year. To comply with the Charter section, the City Manager’s Office presented the proposed FY25-26 budget at the May 12, 2025, Council meeting.

The FY
25-26 Proposed Budget includes the following outreach and engagement activities:
 A
pril 17, 2025 – Budget Ad-Hoc Committee meeting
 April 30, 2025 – Community Budget Workshop
 May 09, 2025 – Budget Ad-Hoc Committee meeting
 May 12, 2025 – Preliminary G.F. & CIP Budget Presentation & Workshop  May 28, 2025 – Council/Community FY 25-26 Budget Workshop  June 2–6, 2025 - Budget Ad-Hoc Committee meeting
 June 11, 2025 – Proposed FY 25-26 Budget Adoption
 June 25, 2025 - Proposed FY 25-26 Budget Adoption
DI
SCUSSION:

The
preparation and development of the FY 25- 26 budget is based on input from the Ad Hoc Committee, City Council, the community, and discussion with City Manager and department heads. As a result of these meetings and discussions, there are budget line-item reconciliations, equipment purchases and replacement projections, operations and maintenance expense review

AGENDA ITEM 1

and revenue growth projections.

In response to the feedback received during the May 12th and May 28 th Council meetings, the proposed FY 25-26 budget General Fund Revenues increased from $21,074,289 to $21,671,291.

Additionally, the City’s General Fund Expenditures decreased from $21,938,252 to $21,884,462.

Therefore, the proposed FY 25-26 budget is now unbalanced with ex penditures exceeding revenues by $213,171.00.

The table below represents recent changes to the proposed FY 25 -26 General Fund R evenue and Expenditures by category:

Equipment Purchase & Replacement:

General Fund Expenditures were reduced by $200K and will be funded by the Equipment

AGENDA ITEM 1

Replacement fund: (Fund 510)
PD FLOCK Camera Program will be funded by the general fund Total Net Adjustment: ($165,000.00)

Personnel Reconciliation:

One Rec. Coordinator reduction, position was listed twice (duplication) Remove four (4) New Requested Rec. Leader I, II, III & IV Tree Trimmer will be funded by the General Fund.

Reduce Police Recruit, replacing one officer
One Police Cadet reduction, position is budgeted in COPS Fund 720 Decrease Retired Captain budget, and budgeted as Officer Reinstate Associate Planner (Currently vacant) position was not initially budgeted Total Net Adjustment: ($175,825.00)

Operating Expense:

Reduction in Code Enforcement Operating Expense (double posting) Add doggy bags and yard signs to CSD – General fund operating expenses Total Net Adjustment – $287,035.00

Revenue Growth:

Adjustment to Sales Tax (New Business)
Sale of Property (General Fund Allocation)
Total Net Adjustment: ($597,002.00)

Projected Deficit - $863,963.00
Proposed Adjustments - ($650,792.00)
Anticipated Deficit $213,171.00

The proposed FY 25-26 budget does not have any reductions to key programs or services and maintains the City’s existing level of services. The reason being that, over the last two (2) years, the City Council has approved several layers of reductions for staffing, programs, services and operational activities. Which has resulted in the city’s day-to-day operating budget decreasing by approximately 20-25% over that same period.

The FY 25- 26 Proposed Budget aligns with the City’s Strategic Plan and allocates the City’s remaining ARPA funds and sets for a Capital Improvement Projects (CIP) plan and maintains the service levels in Community Services Department and Police Department.

As such, staff are seeking the Council’s guidance and direction on the prioritization of the City’s fiscal resources, and approval of revenue growth strategies to implement within the proposed FY 25-26 budget to present a structurally balanced budget.

Revenue and Expense Trends

The overall revenue and expense trends indicate a challenging financial environment with increasing expenses outpacing revenues. The General Fund is projected to face ongoing and future deficits, that will necessitat e embarking upon careful financial management that significantly increases the City’s tax base.

AGENDA ITEM 1

• Revenue trends show little growth in some areas, with slight decline in other areas; however, there are some areas that will experience larger increases due to the City Manager success with implementing several revenue enhancement strategies.

• Expenses are projected to rise, particularly in personnel and operational costs across departments.’ Due mostly to contractual CPI increases and National Economic Inflationary factors.

Overall Outlook:

Overall, the budget is structurally balanced, with no significant increases in operational activities.

The proposed budget maintains and reflects the Council commitment to investment in Community Services, Infrastructure and Public Safety. Balancing increased expenses with revenue growth remains critical to maintaining fiscal stability.

However, to reach a level of fiscal sustainability the city is at a crucial point of addressing its core tax revenue deficiencies in the areas of Sales Tax, Sewer, Lighting and Landscape and Property Tax. Staff recommend that the Council consider increasing our sales tax, Lighting and Landscape Assessment and Property Document Tax fees.

FISCAL IMPACT:

The proposed FY2025 -2026 Budget of $21, 884,462 will establish the spending plan for the General Funds of the City of Bell.

STRATEGIC PLAN 2023-25:

This agenda item aligns with the City of Bell 2023-25 Strategic Plan:

Target 4 – Fostering Financial Resilience

Goal 1 – Explore a sales tax revenue measure
Goal 2 – Complete a Fees Study
Goal 3 – Address the City’s CalPERS unfunded Liability
Goal 4 – Evaluate the sale of City – owned properties and conduct research to enhance the City’s economic development

ATTACHMENT(S):

1. Proposed FY 2025-2026 Budget (Under Separate Cover)

2. Resolution 2025-27

AGENDA ITEM 2

DATE: June 11, 2025

TO: Chair and Members of the Board

FROM: Javier Ochiqui, Assistant to the City Manager

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

SUBJECT: Consideration to approve Amendment No. 2 with Duke Studio, Inc. to extend the Agreement for another year in the amount of $335,000 from July 1, 2025, to June 30, 2026, for Mobile Home Parks and Housing Unit Maintenance Services.

RECOMMENDATION:

It is recommended that the Chair and Members of the Board approve Amendment No. 2 with Duke Studio, Inc. to extend the Agreement for another year for Mobile Home Parks and Housing Unit Maintenance Services.

BACKGROUND:

On June 26, 2024, the Chair and Members of the board approved a new agreement with Duke Studio, Inc., for Mobile Home Parks and Housing Unit Maintenance Services. The term of the agreement is for one-year from July 1, 2024, to June 30, 2025, with a one-year extension at the City’s option. The annual contract amount is $335,000 per year.

On December 11, 2024, the Chair and Members of the board approved Amendment No. 1 and increased the contract amount for these services and additional work . Since the current agreement expires on June 30, 2025, staff are recommending that we extend the term of the agreement by one year, until June 30, 2026, in the amount of $335,000 per year and there will be no changes to the current rates.

DISCUSSION:

The Bell Community Housing Authority (BCHA) is responsible for facilities/building maintenance services for two (2) mobile home parks (Florence Village Mobile Home Park and Bell Mobile Home Park); and several single and multi-family units.

Below is list of all the BCHA locations:

• 5246 Florence Ave. Bell, CA 90201 – Florence Village Mobile Home Park (common areas only, which includes sewer lines, electrical lines, waterlines, and lighting fixtures) City of Bell
Housing Authority
Agenda Report

AGENDA ITEM 2

• 4874 Gage Ave. Bell, CA 90201 – Bell Mobile Home Park (common areas only , which includes sewer lines, electrical lines, waterlines, and lighting fixtures) • 4205 Bell Ave. Bell, CA 90201 – 8 units
• 5107 Filmore St. Bell, CA 90201 – 1 unit
• 6624 Flora Ave. Bell, CA 90201 - 11 units
• 6502 Flora Ave. Bell, CA 90201 - 6 units
• 4738 Florence Ave. Bell, CA 90201 – 2 units
• 6629-6633 Pine Ave. Bell, CA 90201 – 9 units
• 6317 Pine Ave. Bell, CA 90201 – 8 units
• 6303 Pine Ave. Bell, CA 90201 – 1 unit
• 6331 Pine Ave. Bell, CA 90201 – 1 unit

Below is an estimated summary/graph of the number of work orders, and total costs for repairs completed per location in FY 24-25:

Bell Mobile Florence Village City Units TOTALS
# Of Work Orders* 105 160 40 305

Total Costs $172,300 $203,600 $144,900 $520,800

*Most of the repairs are related to sewer line s, plumbing, waterline, and/or electrical issues, and regular bulky -item pick-ups.

Staff recommends that the Chair and Members of the Board approve Amendment No. 2 with Duke Studio, Inc. for additional Mobile Home Parks and Housing Unit Maintenance Services.

FISCAL IMPACT:

There will be no impact to the General Fund. The $335,000 will come from the FY 25-26 BCHA Fund.

Bell Mobile
34%
Florence Village
53%
City Units
13%
Percentage of Work orders
Bell Mobile
Florence Village
City Units

AGENDA ITEM 2

STRATEGIC PLAN 2023-25:

Target 1: Energizing Economic Potential
Goal 4: Sell Surplus Land

ATTACHMENT(S):

1. Amendment No. 2

2. Amendment No. 1

3. Contract Services Agreement dated June 26, 2024

01135.0001 2006948.3 1

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL
and

GRANICUS, LLC

01135.0001 2006948.3

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

GRANICUS, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _______ day of _________________, 2025 by and between the City of Bell, a California charter city (“ City”) and Granicus , LLC, a Minnesota limited liability company (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. Consultant provides software specifically for the facilitation and management of municipal meetings. Consultant is the exclusive ownerr of such software for meeting production, live web-streaming, and recording services.

B. City’s City Council has determined that the foregoing software is unique due to its particular quality and the fact that it is only developed, implemented, maintained, and supported by one source, and as such has chosen to dispense with the bidding requirements of the City’s purchasing ordinance, Chapter 3.12 of Title 3 of the Bell Municipal Code (“BMC”), pursuant to the Sole Source Purchasing exception found in BMC Section 3.12.080(B).

C. Pursuant to the BMC, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required he reunder and that all materials will be both of good

01135.0001 2006948.3 2
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Services shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance 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 Licenses, 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 Familiarity 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 co nditions 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 Care 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.

01135.0001 2006948.3 3

1.7 Further Responsibilities of Parties.

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

1.8 Additional 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 Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent ( 10%) of the Contract 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 Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant 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 Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultant s. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay 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 One Hundred Thirty Nine Thousand Seven Hundred Seven Dollars and Forty Four Cents ($139,707.44) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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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 Reimbursable Expenses.

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

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub- contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant 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 Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Consultant 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 Consultant , extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City , if the Consultant 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 Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for two (2) additional one-year terms.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

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(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 Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant , 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 Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’ s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’ s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant 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. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’ 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. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be City Clerk Angela Bustamante, or such person as may be designated by the City Manager . It shall be the Consultant’ s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant 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 City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, 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 Consultant’s employees, servants, representatives or agents, or in fixing their number,

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compensation or hours of service. Consultant 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. Consultant 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 Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant , its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant 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 . 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 Consultant , 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 Consult ant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance . Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance . Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance . Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any

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policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors . Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A - (or higher) and Financial Size Category Class VI (or larger) in

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accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract p rovisions (non -estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting . Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation . Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements

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required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agree ments with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additiona l cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims . Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant 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 liabi lities 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 Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant 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) Consultant 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

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Consultant hereunder; and Consultant 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 Consultant 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 Consultant hereunder, Consultant 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.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant 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 Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City ’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City ’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional . The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant 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 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 three (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 Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant 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.

Consultant 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

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shall require. Consultant 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, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contr act Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant , its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant , and Consultant’ s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the 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 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire ” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant 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) Consultant , 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City

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shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant , 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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 Consultant 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; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant 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 Consultant 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 Consultant’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.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (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 Consultant’ s acts or omissions in performing or failing to perform Consultant’ s

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obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, 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 Consultant 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 Consultant 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 exercis e by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days ’ written notice to Consultant , except that where termination is due to the fault of the Consultant , the period of notice may be such shorter time as may be determined by the Contract Officer . In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer . Except where the Consultant has initiated

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termination, the Consultant 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 Consultant has initiated termination, the Consultant 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.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant 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 Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

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

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 Consultant , 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant 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 Consultant’ s performance of services under this Agreement. Consultant 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 subc ontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid

01135.0001 2006948.3 16
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision r elating to the Agreement which affects her/ his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant 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.

Consultant 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, s ex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, California 90201 and in the case of the Consultant , to the person(s) 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 Interpretation.

01135.0001 2006948.3 17
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including 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 Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest 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. Consultant 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.

Consultant 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 l imited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such

01135.0001 2006948.3 18
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’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) that 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]

01135.0001 2006948.3 19
IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a charter city

Ali Saleh, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:

GRANICUS
By:

Name:

Title:

By:

Name:

Title:

Address:

Two corporate officer signatures required when Consultant 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. CON SULTANT’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 CONSULTANT’S BUSINESS ENTITY.

01135.0001 2006948.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA
COUNTY OF __________________________
On __________, 2025 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
_______________________________
T

ITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0001 2006948.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA
COUNTY OF __________________________
On __________, 2025 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
_______________________________
T

ITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0001 2006948.3 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Summary
Provide the City with S ubscriptions that enable live streaming, production, and recording of municipal meetings. These subscriptions will grant the City the right to access and use the services to conduct City business electronically, while also enhancing staff and public access to City documents, including legislative materials such as City Council meeting agendas, details, and video recordings.

B. Software Services (“Subscriptions”)

1. AVIOR Control Software License
(a) Provide a subscription to the AVIOR Control Software for the Term of the Agreement, which includes live streaming, production, and recording of municipal meeting capabilities.

2. CaptionLive Premium ESP
(a) Provide Human Transcription Service in English with Automated Spanish, per hour; Live and Video-On Demand Closed Captioning.

3. AVIOR Custom Pre-Assembly & Install
(a) Provide remote and in- person assembly and install of the AVIOR Control Software.

4. Avior Setup and Deployment
(a) Provide remote and in-person configuration and deployment of the AVIOR Control Software.

C. Appliances

01135.0001 2006948.3 A-2

5. Avior PRO Remote Broadcast System
(a) Provide Avior PRO Broadcast System, which includes Four (4) HD Camera Solution.
(b) Install Avior PRO Broadcast System, which includes Four (4) HD Camera Solution.

D. Optional Extended Warranty for AVIOR Camera Control Appliance(s)

6. Optional Extended Warranty for AVIOR Camer
II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. By or before June 1, 2025.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Status reports due upon City’s request.

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

V. Consultant will utilize the following personnel to accomplish the Services:

A. Personnel to be selected by Consultant.

01135.0001 2006948.3 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, de leted text in strikethrough.

I. Section 1.1., “ Scope of Services,” is hereby amended to read in its entirety as follows:
“In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

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

For the purpose of this Agreement, the following terms have the corresponding definitions:
“Content” means any material or data: (i) displayed or published on City’s website; (ii) provided by City to Consultant to perform the Services; or (iii) uploaded into Products.
“Products” means the online or cloud subscription services, on premise software, and embedded software licensed to City, and hardware components purchased by City under this Agreement;
“IP Rights” means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know -how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights.
“Order” means a binding proposal, written order, or purchasing document setting forth the Products made available to City pursuant to this Agreement;

01135.0001 2006948.3 B-2

“Services” means the consulting, integration, installation, and/or implementation services to be performed by Consultant as described in the SOW; and
“SOW” means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement.

II. Section 1.6, “Care of Work,” is deleted in its entirety.

III. Section 1.8, “Additional Services,” is deleted in its entirety.

IV. Section 2.1, “Contract Sum,” is hereby amended to read in its entirety as follows:
“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 One Hundred Seventeen Thousand Four Hundred Sixty Eight Dollars and Sixty Four Cents ($117,468.64) (the “Contract Sum ”), unless additional compensation is approved pursuant to Section 1.8.

Annual fees are due upfront at the beginning of each annual term. Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is City’s responsibility to provide applicable exemption certificate(s).”
V. Section 2.2, “Method of Compensation,” is hereby amended to read in its entirety as follows:

T
he 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 Co nsultant’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.
“City will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Consultant or its authorized reseller, or if City is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Consultant within the payment period or be deemed accurate and payable. With respect to any amount due to Consultant which is not paid within thirty (30) days of an undisputed invoice, Consultant may apply interest

01135.0001 2006948.3 B-3
at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. City acknowledges and agrees that orders placed by City for Products and Services will be non -cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement.

Subject to any price schedule or pre-negotiated fees to which this Agreement or an Order may be subject, Consultant will provide notice of any price changes prior to the end of the current Term, which subject to this Section, will become effective as of the next Renewal Term. Such notification may be made via Order, email, or invoice provided by Consultant. Renewals at the same volume amount will not increase more than ten percent (10%) over the prior year’s fees. Purchases of additional Products will be at Consultant’s then-current price and licenses, subject to volume or transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in City’s use.

For any Products or Services purchased in tiers, with volume caps, specified number of users, or other measured metrics, it is the City’s responsibility to purchase up to the level of use needed by City. Any overage will be charged to City at the then -current rate for such tier or volume, or the rate set forth in City’s pricing arrangements with Consultant or Consultant resellers.”
VI. Section 2.3, “Reimbursable Expenses,” is deleted in its entirety.

VII. Section 2.4, “Invoices,” is hereby amended to read in its entirety as follows:
“Each month Consultant 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. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to de
termine 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 Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty- five (45) thirty (30) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.

Review and payment by City for any invoice provided by the Consultant shall not

01135.0001 2006948.3 B-4
constitute a waiver of any rights or remedies provided herein or any applicable law.”
VIII. Section 4.1, “Representative and Personnel of Consultant,” is hereby amended to read in its entirety as follows:
“The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

(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 Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, 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 Consultant without the express written approval of City.

Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.” IX. S
ection 4.5, “Prohibition Against Subcontracting or Assignment ,” is hereby amended to read in its entirety as follows:
“ The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant 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. Consultant may assign this Agreement with reasonable notice to the City to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset purchase, or otherwise . 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.

01135.0001 2006948.3 B-5
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 Consultant, 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 Consultant or any surety of Consultant of any liability hereunder without the express consent of City.”
X. A new Section, 4.6, “City Responsibilities,” is hereby added to the Agreement, to read in its entirety as follows:
a. Content. City will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Consultant. City represents and warrants it has the legal right to provide the Content to Consultant and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Content or data provided by City and contact information gathered through City’s own web properties or activities will remain the property of City. City grants Consultant a limited, non -exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Consultant is free to use without any further permission or consideration to City. In addition, Content does not include data generated by use of the Products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Consultant for any and all business purposes including diagnostics and system and product improvements.
b. Data Backup and Retention. City will maintain a back- up of any data or data files provided to Consultant. For certain Products, Consultant offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. City assumes all responsibility for implementing and enforcing this security functionality in its sole discretion.
c. Passwords. Sign -on credentials used to access the Products are non-transferable. City is responsible for keeping all passwords secure and for all use of the Products through City’s sign in credentials.
d. Cooperation. City will provide any assistance reasonably required by Consultant to perform the Services, including timely review of plans and schedules for the Services and reasonable access to City’s offices for Services performed onsite. e. Third-party Technology. City will be responsible for securing all licenses for third party technology necessary for Consultant to perform the Services (including the right for Consultant to use such technology) and will be responsible for the performance of any third-party providing goods or services to City related to the Services, including such third party’s cooperation with Consultant.

01135.0001 2006948.3 B-6
f. Use of Messaging Services. City may use Products to send emails and messages to users and third parties. City is solely responsible for any such message and their content, including securing the legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Consultant’s control, and there is no warranty that messages will reach their intended destination in a given timeframe.
g. Support. Basic support and maintenance services provided to City for Products (“Support”) is included in the fees paid for the Consultant Product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing . Consultant may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification.

XI. Section 5.1, “Insurance Coverages,” is hereby amended to read in its entirety as follows:
“Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance . Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $21,000,000 per occurrence, $42,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) A
utomobile liability insurance . Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance . Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

01135.0001 2006948.3 B-7
(e) Subcontractors . Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.”
XII. Section 5.3, “Indemnification,” is hereby amended to read in its entirety as follows:
“T o the full extent permitted by law, Consultant will defend, indemnify and hold City harmless from and against all losses, liabilities, damages and expenses including reasonable attorney fees (collectively, “Losses”) arising from any claim or suit by an unaffiliated third party that the Products or Deliverables, as delivered to City and when used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW (a “Claim”).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 reg ulatory 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 en tity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) To the extent permitted by applicable law, Consultant will have control of the defense and reserves the right to settle any Claim. City must notify Consultant promptly of any Claim and provide reasonable cooperation to Consultant, upon Consultant’s request and at Consultant’s cost, to defend such Claim. Consultant will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnif ied party’s prior consent. City may elect to participate in the defense of any claim with counsel of its choosing at its own expense. Consultant 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) If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if Consultant reasonably believes the Products or Deliverables may be subject to such a Claim, Consultant reserves the right, in its sole discretion, to: (i) replac e the affected Products or Deliverable with non -infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non -infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected Consultant Product or Deliverable and refund to City any prepaid fees for the then-remaining portion of the Order or SOW Term.

Consultant 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

01135.0001 2006948.3 B-8
performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) Consultant will have no obligation to indemnify, defend, or hold City harmless from any Claim to the extent it is based upon: (i) a modification to the Consultant Product or Deliverable by anyone other than Consultant; (ii) a modification made by Consultant pursuant to City’s required instructions or specifications or in reliance on materials or information provided by City; (iii) combination with the Products or Deliverable with non - Consultant software or data; or (iv) City’s (or any authorized user of City) use of any Products or Deliverables other than in accordance with this Agreement. In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant 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.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant 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 Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.”
XIII. A new Section, 5.4, “Limitation of Liability,” is hereby added to the Agreement, to read in its entirety as follows:
a. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR

EXCLUDED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (I) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS,

SALES, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION

IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE

THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN NO EVENT, EXCEPT FOR CITY’S OBLIGATIONS TO PAY
AMOUNTS DUE UNDER THE ORDER OR SOW, OR CONSULTANT’S

01135.0001 2006948.3 B-9
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.3
(INDEMNIFICATION), WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY

FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CITY TO CONSULTANT IN THE SIX (6) MONTHS IMMEDIATELY

PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CITY HAS PAID NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE

OF THE INCIDENT GIVING RISE TO THE CLAIM, THE AGGREGATE LIABILITY OF

CONSULTANT TO CITY FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000).

XIV. A new Section, 5.5, “Warranties,” is hereby added to the Agreement, to read in its entirety as follows:
a. Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement.
b. Consultant warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards. c. City’s sole and exclusive remedy and Consultant’s sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 5.5(a), the indemnity in Section 5.3 of this Agreement; and (ii) reperformance of the non-conforming Services for a breach of the warranty in Section 5.5(b), provided that City notifies Consultant of a non -conformity in this Section during the thirty (30) day period following Consultant’s completion of the applicable Services. d. Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND

CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CITY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

XV. Section, 6.1, “ Records,” is hereby amended to read in its entirety as follows:
“C
onsultant 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 times upon thirty (30) days’ written notice, and during normal business hours of City ,

01135.0001 2006948.3 B-10
including the right to inspect, copy, audit and make records and transcripts from such records.

Such records shall be maintained for a period of three (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 Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest.

Notwithstanding the above, the Consultant 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.” XVI. Section, 6.3, “Ownership of Documents,” is hereby amended in its entirety as follows:
“A
ll drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the 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 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

Intellectual Property Ownership and Use Rights.
a. Intellectual Property Ownership. Consultant and its licensors own all IP Rights in the Products. City and its authorized users have no right, title or interest in the Products other than the license rights expressly granted herein. All rights not express ly granted in the Products are reserved by Consultant or its licensors. b. License to Products. Consultant hereby grants City a non - exclusive, non-transferable license to access and use the Products identified in the Order during the Term set forth therein. In addition to the terms of this Agreement and the Order, product - specific license terms applicable to certain of the Products can be found at www.Granicus.com/legal/licensing and are hereby incorporated into this Agreement by reference. Consultant reserves all right, title and interest in and to all Consultant Products, including all rights not expressly granted to City under this Agreement. c. Third Party Contractors. City may permit its third -party contractors to access and use the Products solely on behalf of and for the benefit of City, so long as: (i) such contractor agrees to comply with this Agreement as if it were City; (ii) City remains

01135.0001 2006948.3 B-11
responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to City that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Consultant information in its possession. C ity will certify compliance with this section in writing upon Consultant’s request.
d. Data Sources. City may only upload data related to individuals that originates with or is owned by City. City shall not upload data purchased from third parties without Consultant’s prior written consent and list cleansing Services provided by Consultant for an additional fee. Consultant will not sell, use, or disclose any personal information provided by City for any purpose other than performing Services subject to this Agreement. e. Content. City can only use Products to share Content that is created by or owned by City and/or Content for affiliated organizations, provided that use by City for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Consultant does not own the Content submitted by City nor is Consultant responsible for any Content used, uploaded or migrated by City or any third party.
f. Advertising. City shall not use Products to promote products or services available for sale through City or any third party without Consultant’s prior written consent.
g. Restrictions. City shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Disassemble, decompile, reverse engineer or make
derivative works of the Products;
(iii) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW;
(iv) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or (v) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

01135.0001 2006948.3 B-12
XVII. Section, 6.4, “Confidentiality and Release of Information,” is hereby amended in its entirety as follows:
“( a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant 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. It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information (“Confidential Information”). Confidential Information shall include: (i) non -public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation and (iii) any information that should be reasonably understood to be confidential or proprietary to a Party, given the nature of the information and the context in which disclosed. (b) Consultant, 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 Consultant gives City notice of such court order or subpoena. Subject to applicable law, each Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; (iii) not to use any Confidential Information for any purpose other than f or performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.

Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt from the other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality; (iv) is independently developed by a Party without use or reference to the other Party’s Confidential Information; or (v) is disclosed with the prior written consent of the Parties.

01135.0001 2006948.3 B-13
(d) C onsultant shall promptly notify City should Consultant, 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Each Party shall return or destroy the Confidential Information upon written request by the other Party; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law. City understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Consultant’s databases without some residual data.” XVII
I. Section, 7.2, “ Disputes; Default,” is hereby amended in its entirety as follows:
“I n the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant 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 Consultant 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 Consultant’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.

Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties.”
XIX. Section, 7.6, “ Legal Action,” is hereby amended in its entirety as follows:
“I
n addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement , to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et s eq. and 910 et seq., in order to pursue a legal action under this Agreement.” XXI.

Section, 7.7, “Termination Prior to Expiration of Term,” is hereby amended in its entirety as follows:

01135.0001 2006948.3 B-14
“T his 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 ninety (90) thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to t erminate this Contract at any time, with or without cause, upon ninety (90) sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all service s hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant 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 Consultant has initiated termination, the Consultant 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.”
XX
II . Section, 7.8, “Termination for Default of Consultant ,” is deleted in its entirety.

01135.0001 2006948.3 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

A. The following One-Time Fees apply for the first year (FY 2025/2026) of the Term:

B. The following New Subscription Fees apply from June 1, 2025 to October 31, 2025:

C. The following Annual Fees for Renewing Subscriptions apply from November 1, 2025 to October 31, 2026 (Year 2) and from November 1, 2026 to October 31, 2207 (Year 3).

01135.0001 2006948.3 C-2

II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include, to the extent applicable and in addition to the information specified in Section 2.4:

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.

IV. T he total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

01135.0001 2006948.3 D-1
EXHIBIT “D”

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

A. Full functionality, access to all Subscriptions – See Exhibit A, Section I (e.g., once the Avior system has been installed), continuing throughout Term.

B. Maintenance and/or replacement of all hardware, as necessary – Ongoing, throughout Term.

C. Maintenance, technical support, and software updates – Ongoing, throughout Term.

II. Consultant shall deliver the following tangible work products to t he City by the following dates.

A. See Exhibit A, Section I
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

AGENDA ITEM 8

City of Bell
Agenda Report
____________________________________________________________________________

DATE: June 11, 2025

TO: Mayor and Members of the City Council

FROM: Michael L. Antwine II, City Manager
Guillermo Arreola, Interim Community Development Director

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

SUBJECT: Exempt surplus land under the Surplus Land Act owned by City of Bell (“City”)

RECOMMENDATION:

It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2025-29 titled:

A RESOLUTION OF THE CITY OF BELL DECLARING ASSESSOR’S
PARCEL NUMBER 6325-018-902 IN THE CITY OF BELL EXEMPT

SURPLUS LAND PURSUANT TO THE SURPLUS LAND ACT
(GOVERNMENT CODE SECTIONS 54220 ET SEQ.)

BACKGROUND:

The City of Bell (“City”) owns real property totaling approximately .24 acres and is located in the City of Bell, CA (APN: 6325-018-902).

On October 9, 2019, Governor Newsom signed Assembly Bill (“AB”) 1486. AB 1486, which amended the Surplus Land Act (“SLA”), effective January 1, 2020, changed the existing, long- standing definition of “surplus land”; providing that land no longer necessary for a local agency’s use shall be declared either “surplus land” or “exempt surplus land” before taking any action to sell or lease land. To that end, AB 1486 also added a new limitation providing that an “agency’s use” “shall not include commercial or industrial uses or activities, including nongovernmental retail, entertainment, or office development,” or “property disposed of for the sole purpose of investment or generation or revenue.” AB 1486 further prohibits the City from negotiation of any disposition of the Properties prior to compliance with the procedural requirements of the SLA.

On October 11, 2023, the Governor signed Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”) into law, which further clarify provisions of the Surplus Land Act. AB 480 and SB 747, which became effective on January 1, 2024, generally provide some increased flexibility as it pertains to the lease of public agency land, expands the definition of exempt surplus land, and the methodology for assessment of penalties for non-compliance (e.g. fair market value or sales price, whichever is greater).

AGENDA ITEM 8

Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”), which became effective on January 1, 2024, further clarified the definition of exempt surplus land under the Surplus Land Act, including section 54221(f)(1)(B) which states that “Surplus land that is less than one- half acre in area and is not contiguous to land owned by a state or local agency that is used for open- space or low- and moderate-income housing purposes.”

Section 54221(b)(4) also exempts “a local agency, in specified instances, from making a declaration at a public meeting for land that is declared “exempt surplus land” if the local agency identifies the land in a notice that is published and available for public comment at least 30 days before the exemption takes effect.”

DISCUSSION:

As indicated above, the SLA, Government Code sections 54220 et seq., requires that public agencies first declare land "surplus land" or "exempt surplus land" before it can negotiate any disposition of the land, either for sale or for lease.

As required by California Government Code Section 54220, et seq. also known as the Surplus Land Act (“SLA” or “Act”), the City of Bell and the Bell Community Housing Authority (collectively referred to as "City”) is providing the required notice, in accordance with the SLA, of its intent to declare certain property owned by the City as “exempt” surplus property.

Public Notice is hereby given that the following properties qualify and are to be declared “exempt” surplus land by the City of Bell in accordance with the Surplus Land Act.

Staff has determined that there is no further governmental use for the Properties and is recommending that the City Council declare the Properties as “exempt surplus land” and complete the surplus property disposition process in accordance with the SLA.

FISCAL IMPACT:

Direct costs for undergoing the sale of the Properties involve an appraisal(s) and traditional real estate broker services, which will be offset by any proceeds received from the sale of the Properties. The exact final costs for these services is not known given the complexity and unknown factors when negotiating under the SLA process.

STRATEGIC PLAN 2023-25:

This agenda item aligns with the City of Bell 2023-25 Strategic Plan:

Target 1 – Energizing Economic Potential
o Goal 4 – Sell Surplus Land
Target 4 – Fostering Financial Resilience
o Goal 4 – Evaluate the sale of City -owned properties and conduct a revenue search to enhance the City’s economic development

ATTACHMENT(S):

1. Resolution 2025-29

ATTACHMENT 1
RESOLUTION NO. 2025-29

A RESOLUTION OF THE CITY OF BELL DECLARING ASSESSOR’S
PARCEL NUMBER 6325-018-902 IN THE CITY OF BELL EXEMPT

SURPLUS LAND PURSUANT TO THE SURPLUS LAND ACT
(GOVERNMENT CODE SECTIONS 54220 ET SEQ.)

WHEREAS, the City of BELL (“City”) is the owner in fee simple of certain real property located within the City of Bell, CA (APN: 6325 -018-902) (“Propert ies”) consisting of approximately .24 acres; and

WHEREAS, on October 9, 2019, Governor Newsom signed Assembly Bill (“AB”) 1486.

AB 1486 significantly amended the Surplus Land Act effective January 1, 2020. These amendments included, among others, changing the previous, long- standing definitions of “surplus land” and “exempt surplus land”; providing that property shall be declared either “surplus land” or “exempt surplus land” before a local agency may take any action to dispose of it; and adding a new limitation providing that an “agency’s use” “shall not include commercial or industrial uses or activities, including nongovernmental retail, entertainment, or office development” or “property disposed of for the sole purpose of investment or generation or revenue”; and

WHEREAS, on October 11, 2023, the Governor signed Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”) into law, which further clarify provisions of the Surplus Land Act. AB 480 and SB 747 which became effective on January 1, 2024, and generally provide some increased flexibility as it pertains to the lease of public agency land, expands the definition of exempt surplus land, and clarifies the assessment of penalties for non-compliance; and

WHEREAS, Section 54221(f)(1)(B), further state that exempt surplus land shall include property that “is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate-income housing purposes; and

WHEREAS, the subject Propert y is less one-half acre in area and not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes and would qualify as exempt surplus property under the SLA; and

WHEREAS, under the Surplus Land Act, Government Code section 54220 et seq., surplus land is land owned in fee simple by the City for which the City takes formal action in a regular public meeting declaring the land is surplus or exempt surplus land and not necessary for the City’s use; and

WHEREAS, pursuant to the Surplus Land Act Guidelines issued by the California Department of Housing and Community Development (HCD) to interpret and implement the Surplus Land Act, the City's determination that the Properties are exempt surplus land must be provided to HCD for its review at least 30 days prior to disposition.

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BELL that:

SECTION 1. The foregoing recitals are hereby incorporated and adopted as the findings of the City Council.

ATTACHMENT 1

SECTION 2. For purposes of compliance with the amended Surplus Land Act, p arcel number 6325-018-902, in the City of BELL , is hereby declared “exempt” surplus land. The City Manager, or his designee, is directed to proceed with the notification and negotiation requirements of the amended Surplus Land Act, to facilitate the possible disposition of the Property.

PASSED, APPROVED AND ADOPTED this 11th day of June 2025.

__________________________________
Ali Saleh, Mayor

APPROVED AS TO FORM

_________________________
Dave Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 11
th day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Angela Bustamante, City Clerk

AGENDA ITEM 9

City of Bell
Agenda Report

DATE: June 11, 2025

TO: Chairman and Board Members of Bell Community Housing Authority

FROM: Michael L. Antwine II, City Manager
Guillermo Arreola, Interim Community Development Director

APPROVED Michael L, Antwine II, (e-signature)

BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Exempt surplus land under the Surplus Land Act owned by the Bell Community Housing Authority (“BCHA”)

RECOMMENDATION:

It is recommended that the Bell Community Housing Authority read by title only, waive further reading and adopt Resolution No. 2025-30 titled:

A RESOLUTION OF THE CITY OF BELL COMMUNITY HOUSING
AUTHORITY DECLARING ASSESSOR’S PARCEL NUMBER’S 6325-
017-900, 6325- 017-901, 6325 -017-902 AND 9325 -017-903 IN THE

CITY OF BELL EXEMPT SURPLUS LAND PURSUANT TO THE
SURPLUS LAND ACT (GOVERNMENT CODE SECTIONS 54220 ET
SEQ.)

BACKGROUND:

The Bell Community Housing Authority (“BCHA”) owns property located at 6629 Pine Ave, 6633 Pine Ave, 6633¼ Pine Ave and 6633¾ Pine Ave (APN’s: 6325-017-900, 6325-017-901, 6325- 017-902 and 9325-017-903) consisting of approximately .46 acres, City of Bell, CA (“Property”).

On October 9, 2019, Governor Newsom signed Assembly Bill (“AB”) 1486. AB 1486, which amended the Surplus Land Act (“SLA”), effective January 1, 2020, changed the existing, long- standing definition of “surplus land”; providing that land no longer necessary for a local agency’s use shall be declared either “surplus land” or “exempt surplus land” before taking any action to sell or lease land. To that end, AB 1486 also added a new limitation providing that an “agency’s use” “shall not include commercial or industrial uses or activities, including nongovernmental retail, entertainment, or office development,” or “property disposed of for the sole purpose of investment or generation or revenue.” AB 1486 further prohibits the City from negotiation of any disposition of the Properties prior to compliance with the procedural requirements of the SLA.

On October 11, 2023, the Governor signed Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”) into law, which further clarify provisions of the Surplus Land Act. AB 480 and SB 747, which became effective on January 1, 2024, generally provide some increased flexibility as it

AGENDA ITEM 9

pertains to the lease of public agency land, expands the definition of exempt surplus land, and the methodology for assessment of penalties for non-compliance (e.g. fair market value or sales price, whichever is greater).

Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”), which became effective on January 1, 2024, further clarified the definition of exempt surplus land under the Surplus Land Act, including section 54221(f)(1)(B) which states that “Surplus land that is less than one- half acre in area and is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes.”

Section 54221(b)(4) also exempts “a local agency, in specified instances, from making a declaration at a public meeting for land that is declared “exempt surplus land” if the local agency identifies the land in a notice that is published and available for public comment at least 30 days before the exemption takes effect.”

DISCUSSION:

As indicated above, the SLA, Government Code sections 54220 et seq., requires that public agencies first declare land "surplus land" or "exempt surplus land" before it can negotiate any disposition of the land, either for sale or for lease.

As required by California Government Code Section 54220, et seq. also known as the Surplus Land Act (“SLA” or “Act”), the City of Bell and the Bell Community Housing Authority (collectively referred to as "City”) is providing the required notice, in accordance with the SLA, of its intent to declare certain property owned by the City as “exempt” surplus property.

Public Notice is hereby given that the following properties qualify and are to be declared “exempt” surplus land by the Bell Community Housing Authority /City of Bell in accordance with the Surplus Land Act.

Staff has determined that there is no further governmental use for the Properties and is recommending that the Bell Community Housing Authority /City Council declare the Properties as “exempt surplus land” and complete the surplus property disposition process in accordance with the SLA.

FISCAL IMPACT:

Direct costs for undergoing the sale of the Properties involve an appraisal(s) and traditional real estate broker services, which will be offset by any proceeds received from the sale of the Properties. The exact final costs for these services are not known given the complexity and unknown factors when negotiating under the SLA process.

STRATEGIC PLAN 2023-25:

This agenda item aligns with the City of Bell 2023-25 Strategic Plan:

Target 1 – Energizing Economic Potential
o Goal 4 – Sell Surplus Land
Target 4 – Fostering Financial Resilience

AGENDA ITEM 9

o Goal 4 – Evaluate the sale of City -owned properties and conduct a revenue search to enhance the City’s economic development

ATTACHMENT(S):

1. Resolution 2025-30

ATTACHMENT 1
BELL COMMUNITY HOUSING AUTHORITY RESOLUTION NO. 2025-30

A RESOLUTION OF THE CITY OF BELL COMMUNITY HOUSING
AUTHORITY DECLARING ASSESSOR’S PARCEL NUMBER’S 6325-
017-900, 6325-017-901, 6325-017-902 AND 9325-017-903 IN THE CITY

OF BELL EXEMPT SURPLUS LAND PURSUANT TO THE SURPLUS
LAND ACT (GOVERNMENT CODE SECTIONS 54220 ET SEQ.)

WHEREAS, the City of Bell Community Housing Authority (“BCHA”) is the owner in fee simple of certain real property consisting of approximately.46 acres and located at, 6629 Pine Ave, 6633 Pine Ave, 6633¼ Pine Ave and 6633¾ Pine Ave (APN’s: 6325-017-900, 6325-017- 901, 6325-017-902 AND 9325-017-903) (“Properties”); and

WHEREAS, on October 9, 2019, Governor Newsom signed Assembly Bill (“AB”) 1486.

AB 1486 significantly amended the Surplus Land Act effective January 1, 2020. These amendments included, among others, changing the previous, long- standing definitions of “surplus land” and “exempt surplus land”; providing that property shall be declared either “surplus land” or “exempt surplus land” before a local agency may take any action to dispose of it; and adding a new limitation providing that an “agency’s use” “shall not include commercial or industrial uses or activities, including nongovernmental retail, entertainment, or office development” or “property disposed of for the sole purpose of investment or generation or revenue”; and

WHEREAS, on October 11, 2023, the Governor signed Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”) into law, which further clarify provisions of the Surplus Land Act. AB 480 and SB 747 which became effective on January 1, 2024, and generally provide some increased flexibility as it pertains to the lease of public agency land, expands the definition of exempt surplus land, and clarifies the assessment of penalties for non-compliance; and

WHEREAS, Section 54221(f)(1)(B), further state that exempt surplus land shall include property that “is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open- space or low - and moderate- income housing purposes;” WHEREAS, Section 54221(f)(1)(B), further state that exempt surplus land shall include property that “is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open- space or low - and moderate-income housing purposes; and

WHEREAS, the subject Properties are less than one- half acre in area and not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate-income housing purposes, and would qualify as exempt surplus property under the SLA; and

WHEREAS, under the Surplus Land Act, Government Code section 54220 et seq., surplus land is land owned in fee simple by the City for which BCHA takes formal action in a regular public meeting declaring the land is surplus or exempt surplus land and not necessary for BCHA’s use; and

WHEREAS, pursuant to the Surplus Land Act Guidelines issued by the California Department of Housing and Community Development (HCD) to interpret and implement the

ATTACHMENT 1
Surplus Land Act, the City's determination that the Properties are exempt surplus land must be provided to HCD for its review at least 30 days prior to disposition.

NOW THEREFORE, BE IT RESOLVED, BY THE BELL COMMUNITY HOUSING AUTHORITY OF THE CITY OF BELL, CA, THAT:

SECTION 1. The foregoing recitals are hereby incorporated and adopted as the findings of the Bell Community Housing Authority

SECTION 2: For purposes of compliance with the amended Surplus LandAct, p arcel numbers 6325-017-900, 6325-017-901, 6325-017-902 and 9325-017-903 in the CITY OF BELL, are hereby declared “exempt” surplus land. The City Manager, or his designee, is directed to proceed with the notification and negotiation requirements of the amended Surplus Land Act, to facilitate the possible disposition of the Properties.

PASSED, APPROVED AND ADOPTED this 11
th day of June 2025.

__________________________________
Ali Saleh, Mayor

APPROVED AS TO FORM

_________________________
Dave Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 11
th day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Angela Bustamante, City Clerk

AGENDA ITEM 10
City of Bell
Agenda Report

DATE: June 11, 2025

TO: Mayor and Members of the City Council
FROM: Janine A. Andrade, Community Services Director

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

SUBJECT: Appointments to the Community Services Commission

RECOMMENDATION:

It is recommended that:

1. Council Member Ana Maria Quintana select a student commissioner.

2. Council Member Monica Arroyo select an adult commissioner.

3. Read by title only, waive further reading and adopt Resolution 2025-28 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

APPROVING THE APPOINTMENT TO THE COMMUNITY SERVICES

COMMISSION

BACKGROUND:

On June 12, 2024, Council Member Monica Arroyo appointed Robert Gomez to serve on the Community Services Commission from June 12, 2024 – May 31, 2026 . On January 8, 2025, Council M ember A na Maria Quintana a ppointed student, Irene Soriano, to serve on the Community Services Commission from January 8, 2025 – January 15, 2026.

On Tuesday, November 19, 2024, Robert Gomez notified the Community Services Secretary that he will no longer be able to serve on the Community Services Commission. A written request was made by Robert Gomez for his formal request to withdraw from the board. The request for withdrawal was not provided, and Commissioner Robert Gomez was removed from the board after not attending three consecutive meetings.

On January 9, 2025, Irene Soriano was notified of her appointment to the Community Services Commission to serve from January 9, 2025 through January 9, 2026, but failed to respond to complete her oath of office with the City Clerk , employment application, and attendance for the first Community Services Commission Meeting.

Final attempt for Irene to confirm her appointment was made on March 6, 2025 of a deadline to report by Tuesday, March 18, 2025. Irene did not report back regarding her position on the board.

DISCUSSION:

AGENDA ITEM 10

As required by Section 54974 of the Government Code, the Notice of Commission Vacancies was posted on the City’s website and advertised on social media. The student and adult application period opened on March 28, 2025 through April 23, 2025.

The Student Commissioner will serve on the commission from May 28, 2025 – January 21, 2026.

The Adult Commissioner will serve on the commission from May 28, 2025 – May 31, 2026.

Requirements to serve on the Community Services Commission are the following:
• Student Commissioners must either reside in the City of Bell or attend school within the City of Bell; carry a current 2.75 GPA and be a freshman to senior level high school student.
• Adult Commissioners must reside in the City of Bell and be 18 years of age and older. In addition to the information requested, a resume should be submitted to Angela Bustamante, City Clerk at [email protected].

Staff has received a total of five (5) applications for the position of “Student Commissioner” and three (3) applications for the position of “Adult Commissioner”.

Below are the names of the individuals who applied:

Youth:

1. Allision Corominal

2. Destiny Dominguez

3. Erlin Navarro

4. Isela Salgado

5. Melanie Ordaz

Adult:

1. Alan Avina

2. Gerardo Zuniga

3. Yessica Carrasco

After nominations are submitted, a majority vote is needed by the Council for the applicant to be appointed. Upon appointment, Commissioners will receive in -house training from staff and the City Attorney’s Office.

FISCAL IMPACT:

Commissioners receive a stipend of $50 per meeting for their attendance.

STRATEGIC PLAN 2023-25:

Target 3: Elevating Quality of Life
Goal 6: Develop Community Participation
Action Item 1: Increase in event volunteerism.

ATTACHMENTS:

1. Resolution 2025-28

2. Student Applications (Under Separate Cover)

3. Adult Applications (Under Separate Cover)

ATTACHMENT 1

Resolution 2025-28

RESOLUTION 2025-28

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

APPROVING THE APPOINTMENT TO THE COMMUNITY

SERVICES COMMISSION

WHEREAS, the City of Bell has two City Commissions, the Planning Commission and Community Services Commission, in which each consists of five (5) members; and

WHEREAS, the Community Services Commission requires three of the members to be adults eighteen (18) years of age or older (the “adult commissioners”) residing in the City of Bell, and the two other members shall be freshmen to senior level high school students (the “student commissioners”) residing in the City of Bell with a minimum grade point average (GPA) of 2.75; and
WHEREAS, Commissioners Robert Gomez (Adult Commissioner) and Irene Soriano (Student Commissioner) terms ended on November 19, 2024 and January 9, 2025, respectively; and

WHEREAS, Council Members Monica Arroyo and Ana Maria Quintana will each select a new commissioner to replace the vacancies created by the Commissioner Robert Gomez and Student Commissioner, Irene Soriano; and

WHEREAS, the City Clerk’s Office posted the Notice of Vacancies on Thursday, March 28, 2025 and set the deadline to submit applications by Wednesday, April 23, 2025; and

WHEREAS, the City received sufficient applications for the Community Services Commission and recommends that the above-mentioned C ouncil M embers submit their nomination to the City Council for ratification.

NOW, THEREFORE, THE CITY COUNCIL DOES HEREBY FIND, DETERMINE AND DECLARE AS FOLLOWS:

SECTION 1. That the City Council hereby ratifies the following appointment s made by Council M embers Ana Maria Quintana and Monica Arroyo to the Community Services Commission:

Nominating For the
Council Member
Appointee Term Ending

Council Member Ana Maria Quintana January 21, 2026 Council Member Monica Arroyo May 31, 2026

SECTION 2. That the City of Bell City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 11th day of June 2025.

__________________________________
Ali Saleh, Mayor

ATTACHMENT 1

Resolution 2025-28

APPROVED AS TO FORM:

_________________________
David Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that R esolution 2025-28 is the original resolution adopted by the Bell City Council at it s regular meeting held on the 11
th day of June, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Angela Bustamante, City Clerk

AGENDA ITEM 11

AGENDA ITEM 12
Meeting of the
Bell City Council and Related Agencies
May 28, 2025

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

May 28, 2025

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 5:15 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, and Mayor Saleh.

ABSENT: Vice-Mayor Arroyo

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

Staff Present: City Manager Michael L. Antwine, City Attorney Dave Aleshire, Assistant to the City Manager Javier Ochiqui, and Deputy Director of Human Resources and Risk Management Gina Skibar.

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 5:17 p.m.

Closed Session

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

a. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code

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

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

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, May 28, 2025 . Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

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

AGENDA ITEM 12
Meeting of the
Bell City Council and Related Agencies
May 28, 2025
section 54956.8)
Property: 7037 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. Public Employee Performance Evaluation (Government Code Section 54957 (b)) Title: City Manager

d. Public Employee Performance Evaluation (Government Code Section 54957 (b)) Title: Chief of Police

e. Anticipated Initiation of Litigation pursuant to Government Code Section 54956.9 (d)(3) regarding significant exposure to litigation in two cases.

Reconvene Regular City Council Meeting

Mayor Saleh called the meeting to order at 7:24 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, and Mayor Saleh.

ABSENT: Vice-Mayor Arroyo

Staff Present: City Manager Michael L. Antwine, City Attorney Dave Aleshire, Chief of Police Carlos Islas, Deputy City Engineer Rey Alfonso, Interim Community Development Director Guillermo Arreola, Assistant to the City Manager Javier Ochiqui, Deputy Director of Human Resources and Risk Management Gina Skibar, Community Services Director Janine Andrade, Community Services Deputy Director Rebbeca Silva- Barron, Assistant City Clerk Marisa Craft, and City Clerk Angela Bustamante.

Pledge of Allegiance was led by Mayor Saleh

City Attorney Report

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

City Attorney Dave Aleshire reported out the following: Items A -B) A status report was given; no reportable action was taken. Item C) was not discussed. Item D) was discussed; no reportable action was taken. Item E) was not discussed.

Presentations and Recognitions

a. Mayor Citizens Award
This item was continued to the next meeting.
b. Greater LA County Vector Control District Presentation

AGENDA ITEM 12
Meeting of the
Bell City Council and Related Agencies
May 28, 2025
Assistant General Manager Steve Vetrone provided a PowerPoint presentation. c. Proclamation declaring May 2025 as Older Americans Month Mayor Saleh read the proclamation.
d. Just4LA – Open Streets Art Presentation
Stephanie Hu and Briana Rivierde presented an artwork representing Bell Open Streets to the council. Mayor Saleh presented a certificate of recognition.

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 non-agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. Antonio Robles, Lidia, Adriana Escobar, Edwin Gonzalez, Ofelia Medina (email), Eva Rivera (email).

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.

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 reported that he represented the city at the Contract Cities Conference and attended the ICSC, where he met with current tenants and marketed the city to new tenants and developers. He noted that Vice-Mayor Arroyo was absent due to an unforeseen work commitment and shared that the city would be planning community meetings at the Bell Mobile Home Parks. He also announced that phase 1 of Pritchard Field Park was close to completion. He updated the community on the city’s expenditures for the Bell Mobile Home Parks.

Business Session

1. Approval of a New Agreement with Granicus for Meeting Production, Recording, and Live Web-Streaming Services. (City Council)

Recommendation: It is recommended that the City Council approve a New Agreement with Granicus for meeting production, recording and live web-streaming services in an amount not to exceed $139,707.44 for three-years, with two (2) one-year options.

This item was continued to the next meeting.

2. Approve the Preliminary Engineer’s Report and Set the Public Hearing to Consider Annual Assessments within the Citywide Landscaping and Lighting Maintenance District with No Increase in Assessments. (City Council)

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

a) Resolution No. 2025-23 titled:

AGENDA ITEM 12
Meeting of the
Bell City Council and Related Agencies
May 28, 2025

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

PROCEEDINGS FOR THE ANNUAL ASSESSMENT LEVY WITHIN THE CITY

OF BELL LANDSCAPE AND LIGHTING ASSESSMENT DISTRICT FOR THE 2025-2026 FISCAL YEAR PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2, OF THE STREETS AND HIGHWAYS CODE OF THE STATE OF

CALIFORNIA

b) Resolution No. 2025-24 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL, APPROVING THE PRELIMINARY ENGINEER’S REPORT REGARDING THE LEVY AND

COLLECTION OF ASSESSMENTS WITHIN THE CITY OF BELL LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT FOR THE 2025-2026 FISCAL YEAR AND DIRECTING THAT THE CITY CLERK MAKE THE ENGINEER’S REPORT

A PERMANENT RECORD AVAILABLE FOR PUBLIC INSPECTION

c) Resolution No. 2025-25 titled:

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

THE INTENTION TO LEVY AND COLLECT THE ANNUAL ASSESSMENTS

WITHIN THE CITY OF BELL LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT FOR THE 2025- 2026 FISCAL YEAR PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2, OF THE STREETS AND HIGHWAYS

CODE OF THE STATE OF CALIFORNIA, AND SETTING A TIME AND PLACE

FOR PUBLIC HEARING OF OBJECTIONS HEREON

This item was continued to the next meeting.

3. Fiscal Year 2025-2026 Proposed Budget. (City Council)

Recommendation: It is recommended that the City Council provide feedback on the proposed FY 2025-2026 Budget.

Councilmember Romero left the meeting at 8:14 p.m.

Councilmember Romero returned to the meeting at 8:20 p.m.

City Manager Michael L. Antwine provided a PowerPoint presentation on the item.

Brief discussion ensued amongst the staff and council.

Mayor Saleh requested that staff bring a list of all the items that were approved in FY 24/25 that were not part of the budget and required budget amendments.

Councilmember Quintana requested that staff provide a BCHA analysis and information on the city’s liabilities and the pension.

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.

AGENDA ITEM 12
Meeting of the
Bell City Council and Related Agencies
May 28, 2025

Recommendation: Approve agenda items 4 through 7.

It was moved by Councilmember Quintana to approve agenda items 4 through 7. Motion was seconded by Councilmember Flores which carried with the following voice vote:

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

Motion Passed.

4. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of May 28, 2025. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

5. Minutes for the Regular City Council Meeting of May 12, 2025. (City Council)

6. It is recommended that the City Council receive and file the Donations Report for the month of April 2025. (City Council)

7. Receive and File the City of Bell & Bell Successor Agency Investment Reports as of April 2025. (City Council and Successor Agency to the Bell Community Redevelopment Agency)

Pending Items – None

Annual Reorganization of the City Council

The Reorganization of the Bell City Council for the year of 2025 in accordance with Bell Municipal Code Section 2.04.030(b).

a) Election of Mayor
b) Election of Vice Mayor

This item was continued to the next meeting.

Next Regular Meeting Wednesday, June 11, 2025

Mayor Saleh adjourned the meeting at 8:44 p.m. in memory of Romana Davila.

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 June 3, 2025.

________________________________
Angela Bustamante, City Clerk

Ali Saleh, Mayor