Bell City Council
February 25, 2026

AGENDA ITEM 2
February 25, 2026
The Honorable José Luis Solache
California State Assembly
1020 N St. Rm. 5110
Sacramento, CA 95814
RE: AB 1708 (Solache) HHAP Pathways for Cities Act.

Notice of SUPPORT (As Introduced 2/4/2026)
Dear Assembly Member Solache,
The City of Bell is pleased to support AB 1708 (Solache), which would create a new pathway for cities with populations under 300,000 to access state homelessness funding.

Since 2019, the state’s flagship homelessness grant program, the Homeless Housing, Assistance, and Prevention (HHAP) Grant program, has provided direct funding to cities with populations over 300,000, all 58 counties, and the 44 Continuums of Care (CoC) across California.

This structure has left most cities without a consistent pathway to access HHAP funding, despite investing significant General Fund resources to prevent and reduce homelessness in their communities. AB 1708 would address this by creating a new opportunity for the 469 California cities with populations under 300,000 to apply for HHAP funding through their CoC.

Specifically, AB 1708 would require CoCs, before allocating funding to other subrecipients in their region, to accept applications for 30 days only from cities with populations under 300,000. This measure would strike a reasonable balance between access and accountability, requiring interested cities to commit to regionally coordinated action plans and adhere to state housing and encampment policies.

AB 1708 would also require CoCs to prioritize applications from cities that have existing partnerships with non-profits, other cities, or have already leveraged state and local funding for existing projects in their communities. This would ensure that limited state resources are deployed efficiently and deliver measurable results in reducing homelessness.
• This funding would assist in establishing Homeless Tasks Force and Strike teams • This funding would assist with purchasing bed at the Bell Shelter (Salvation Army) • The City of Bell is currently spending approximately $300,000 annually on Homeless related activities, services and programs
As the Governor and the Legislature consider future investments in the HHAP program, it is important to ensure the program is structured to maximize its reach and impact.

Providing all cities with a pathway to participate in HHAP would strengthen regional collaboration and ensure state resources are deployed where they can most effectively serve unhoused Californians.

AGENDA ITEM 2
Local governments are best positioned to identify the programs and partnerships that will have the greatest impact in our communities. AB 1708 recognizes this, creating a clearly defined opportunity for all cities to compete for state resources, so that communities of all sizes can have a meaningful role in the state’s homelessness response efforts.

For these reasons, the City of Bell is pleased to support AB 1708 (Solache).

Sincerely,
Mayor Ali Saleh
Members of the Bell City Council
cc. Senator Lena Gonzalez
Assembly Member Blanca Pacheco
League Regional Public Affairs Manager
League of California Cities

Ramadan Night Market - 6400 Atlantic Avenue, Bell, CA 90201 Gated Area / Exclusion Zone Vendor Parking
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RESIDENTIAL AREA SCHOOL FIELD

CITY SOCCER FIELD

COMMERCIAL BUILDINGS COMMERCIAL BUILDINGS COMMERCIAL BUILDINGS

RESIDENTIAL AREA

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CHASE BANK

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Balloon
Lighting (11)
Enter/Exit Restroom
(4)
3 Yard Bin
Trash (2)
Stanchions
(15)
Barricade
(2)
Bell
Canopy (2)
Amp
Speakers (2)
Vendor
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Sink (3)
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72 96
48 highest deck
lowest deck
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K.P.1 K.P.1
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CONSTRUCTION PLAN
N:\Projects\23prj\23128 Pritchard Field Park\AutoCAD\RHA\CD\23128_CP.dwg - LAST PLOTTED ON Thu 02/15/24 - 10:29AM BY Erik R E V I S I O N S NUMBER DATE INITIALS APPV'D.

DESIGN BY : KM
CHECKED BY: RG
DRAWING FILE: XXXX
DRAWN BY : CI
DWG. NO. CITY OF BELL

DEPARTMENT OF PUBLIC WORKS - ENGINEERING DIVISION
Prepared by: Date:

Reviewed by:

Accepted by:

Development Reference:

XXXX Public Works Director / City Engineer, RCE
Date:
10/18/2023
City Approval:

Project No. Drawing No. Sheet of 42
John M. Thompson
XXX Public Works Director / City Engineer, RCE

SEAL COMPANY INFO
222 S. HARBOR BLVD.
8th floor
ANAHEIM, CA 92805
(714) 4490-5555
www.imegcorp.com
6840 INDIANA AVE
SUITE 100

RIVERSIDE, CALIFORNIA
92506
LIC.#2799
PH. (951) 781-1930
[email protected]

PRITCHARD FIELD PARK
0' 20' 40' 60'
D
A
D
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ST
L IC
E
NS
FO
TE R

OF CALI
N
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9 11/30/25 Renewal Date Date
Signature
O NDSC
S
GUO
AL
LA
GR AP
O
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E N V

72. 9
A
T
IA
CT
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C I H
11/28/23 2
CP-1
WALKER AVE.
(NOT A PART)
3 SO CAL WATER TANK

LIMIT OF WORK

LIMIT OF WORK

LIMIT OF WORK

LIMIT OF WORK

LIMIT OF WORK
23 43
21 3
6 21 28 21
6 21
3 26D
21 6
3 21
1 5B
19 23
1 23
1 21
13 12
42 5B
21 16
5B
31 21
26C
6 5A
24 5A
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38 21 FUTURE NON-PARK DEVELOPMENT
2 21
4B
4A
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13 21
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3 26E
11 11
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PLAN CROSS REFERENCE:

FOR CORRESPONDING IRRIGATION PLANS, REFER TO SHEET IP-1 FOR CORRESPONDING PLANTING PLANS, REFER TO SHEET PP-1
28 P.A.

P.A.
3 28
29A
27 10
9 17
3 30
9 9
10 10
10 8
8 7
7 33
21 26A
18 20
33 35
34 34
33 1
24 43
43 P.A.
36 5B
33 CONSTRUCTION NOTES

1. QUANTITIES ARE GIVEN FOR ESTIMATING PURPOSES ONLY. CONTRACTOR WILL

BE RESPONSIBLE FOR INSTALLING MATERIAL IN ALL AREAS AS DESIGNATED ON PLAN

2. ALL PRODUCTS SHALL BE INSTALLED PER MANUFACTURE'S
RECOMMENDATION.

3. AUTOCAD FILES WILL BE PROVIDED TO CONTRACTOR PRIOR TO

CONSTRUCTION FOR USE IN SURVEYING OF DEMOLITION AND IMPROVEMENTS

4. ALL AREAS DAMAGED OUTSIDE OF THE LIMIT OF WORK DURING

CONSTRUCTION WILL BE REPAIRED BY THE CONTRACTOR, AT NO ADDITIONAL COST TO THE CITY.

ADJACENT NEIGHBORHOOD
36 32
33 29B
15B
39 12
16 16
16 16
P.A.
40 40
41 22
26B
43 TYP.

TYP.
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EXISTING WALL. PROTECT IN PLACE.

EXISTING WALL. PROTECT IN PLACE.

EXISTING WALL. PROTECT IN PLACE.
5A
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P.A.
1 36
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36 36

01135.0020 2073324.3 1

AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY UNDER THREAT OF CONDEMNATION

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY UNDER THREAT OF CONDEMNATION AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made this ___ day of ________, 2026 (“Agreement Date”) by and between CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Seller”) and the CITY OF BELL, a California charter city (“Buyer”), with FIDELITY NATIONAL TITLE INSURANCE COMPANY as escrow holder and title company (“Escrow Holder” and “Title Company”).

R E C I T A L S:

A. Seller owns that certain residential real properties commonly identified as 6411, 6425 & 6429 Woodward Avenue in the City of Bell, County of Los Angeles, State of California (APNs 6326-001-014, 015, 017, 018 & 019) as legally described in Exhibit A attached hereto which is improved with multiple buildings containing twelve (12) residential units (“Real Property”). The Real Property also has certain fixtures and improvements as well as personal property used for its leasing, maintenance and operation and window coverings in the units.

B. Seller desires to sell the Real Property together with its ownership interest in the personal property to Buyer and Buyer desires to purchase same on the terms and conditions set forth herein.

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

TERMS AND CONDITIONS:

1. PURCHASE AND SALE.

1.1 Property. Buyer hereby agrees to purchase from Seller and Seller agrees to sell to Buyer, the Real Property and Personal Property (as defined in Section 1.2) in AS-IS Condition subject to the terms and conditions of this Agreement.

1.2 Additional Property Included in Sale. In addition to the Real Property, Seller is also selling to Buyer all of Seller's interest in all furniture, personal property, machinery, apparatus and equipment owned by Seller and currently used in the leasing and operation of the Real Property ("Personal Property"), including the following:
(a) Seller's interest in all signs, logos, advertising trade names or styles relating to the Real Property, if any;
(b) Seller's interest in the Tenant Rental Agreements as defined in Section 7.1;
(c) Seller's interest in any transferable guaranties and warranties covering all or any part of the Real Property or Personal Property, if any;

01135.0020 2073324.3 3

3.2 Payment of Purchase Price.
a. Deposit. Concurrently with Opening of Escrow, Buyer shall deposit with Escrow Holder the sum of Two Hundred Fifty Thousand Dollars ($250,000) (“Deposit”) to be applied against the Purchase Price at Closing (as defined in Section 5.1). Escrow shall promptly release the sum of Two Hundred Forty Thousand Dollars ($240,000) to Seller. Release of the funds does not waive Buyer’s conditions in Section 8.1.
b. Purchase Money Note. A portion of the Purchase Price shall be paid by that certain Purchase Money Promissory Note in the amount of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) in the form attached hereto as Exhibit B (“Purchase Money Note”) to be secured by a deed of trust in the form attached hereto as Exhibit C to be recorded at Closing in first lien position against the Real Property (“Purchase Money Deed of Trust”). c. Balance of Purchase Price. Buyer shall deposit with Escrow Holder the Purchase Price less the Deposit and the Purchase Money Note in Good Funds (as defined below) at least one (1) business day prior to the Closing Date.

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

4. CLOSING FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER

4.1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit or cause to be deposited with Escrow Holder such funds and other items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including without limitation:
(a) The Grant Deed in the form of Exhibit D executed and acknowledged by Seller (“Grant Deed”).
(b) A Bill of Sale in the form of Exhibit E (“Bill of Sale”) executed by Seller in favor of Buyer for the Personal Property (in accordance with Section 7.1) for the Property.
(c) Two (2) copies of the Assignments and Assumption of Rental Agreements in the form of Exhibit F (“Rental Agreement Assignment”) executed by Seller for the Tenant Rental Agreements (in accordance with Section 7.1). (d) Two (2) copies of the General Contract Assignment and Assumption Agreement in the form of Exhibit G (“General Assignment”) for the Approved Contracts (as defined in Section 7.1) executed by Seller. (e) An estoppel certificate executed by Seller in a form reasonably satisfactory to Buyer confirming the status of the Tenant Rental Agreements (“Estoppel Certificate”).
(f) A Non-Foreign Affidavit as required by federal law.

01135.0020 2073324.3 4
(g) Such other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement and the Title Company to issue the Owner’s Title Policy.

4.2 Buyer. Buyer agrees that on or before 12:00 noon on the date preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including without limitation:
(a) A Preliminary Change of Ownership Statement completed in the manner required in Los Angeles County.
(b) The Certificate of Acceptance in the form attached to the Grant Deed (which shall be attached to the Grant Deed prior to recordation). (c) One (1) original copy of the Purchase Money Note.
(d) One (1) original copy of the Purchase Money Deed of Trust. (e) Two (2) copies of the Rental Agreement Assignment for the Tenant Rental Agreements.
(f) Two (2) copies of the General Assignment for the Real Property. (g) Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement.

4.3 Recordation, Completion and Distribution of Documents. Escrow Holder shall confirm that any documents signed in counterpart are matching documents and shall combine the signature pages thereof so as to create fully executed documents. Escrow Holder will date all the documents (including, but not limited to, the Bill of Sale, Assignment of Rental Agreements, and General Assignment) with the date of Close of Escrow. Escrow Holder will cause the Grant Deed followed by the Purchase Money Deed of Trust to be recorded when it can issue the Owner’s Title Policy and the Loan Title Policy in accordance with Section 6, and holds for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less any costs, expenses and disbursements chargeable to Seller pursuant to the terms hereof. Promptly following Close of Escrow, Escrow Holder shall distribute Escrow Holder's closing statement and the documents deposited in Escrow as follows:
(a) To Buyer:
(i) One (1) certified conformed copy of the Grant Deed, the original to be mailed to Buyer following recordation thereof;
(ii) The Owner’s Title Policy;
(iii) One (1) original each of the Bill of Sale, the Assignment of Rental Agreements and the General Assignment;
(iv) The original Estoppel Certificate; and

01135.0020 2073324.3 5
(v) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof.
(b) To Seller:
(i) One (1) certified conformed copy of the Grant Deed; (ii) The original Purchase Money Note;
(iii) One (1) certified conformed copy of the Purchase Money Deed of Trust, the original to be mailed to Seller following recordation thereof; (iv) The Loan Title Policy;
(v) One (1) original each of the Assignment of Rental Agreements, the General Assignment, and the Non-foreign Affidavit;
(vi) One (1) conformed copy of the Bill of Sale; and
(vii) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof.

5. CLOSING DATE; TIME IS OF ESSENCE.

5.1. Closing Date. Escrow shall close on or before July 31, 2026 (“Closing Date”).

The terms “Close of Escrow” and/or “Closing” are used herein to mean the time the Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Los Angeles County, California.

5.2. Possession. Upon the Close of Escrow, Seller shall deliver exclusive possession of the Property to Buyer subject to the respective tenants under the Tenant Rental Agreements.

Within thirty (30) days after Closing, Seller shall remove from the Real Property all personal property owned by Seller which is not part of the Personal Property to be transferred to Buyer at Closing pursuant to this Agreement.

5.3. Time is of Essence. Buyer and Seller specifically agree that time is of the essence under this Agreement. The parties agree that the specified dates under this Agreement are specifically enforceable and shall not be subject to substantial compliance arguments.

5.4. City Manager Authority. By its execution of this Agreement, Buyer authorizes the City Manager or his/her designee (who has been designated by City Manager’s written notice delivered to Buyer and Escrow Holder) shall have the authority to execute all documents on behalf of Buyer including, but not limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or extension executed by the City Manager or his/her designee shall be binding on Buyer.

6. TITLE POLICIES.

6.1. Approval of Title.

01135.0020 2073324.3 6
(a) Promptly following execution of this Agreement but in no event later than five (5) days following Opening of Escrow, a preliminary title report shall be issued by Fidelity National Title Insurance Company (“Title Company”), describing the state of title of the Real Property, together with legible copies of all exceptions specified therein and a map plotting all easements specified therein (“Preliminary Title Report”). Within ten (10) business days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing (“Buyer's Title Notice”) of Buyer's disapproval of any matters contained in the Preliminary Title Report (“Disapproved Exceptions”).
(b) In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of ten (10) days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller's Notice”). If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions (other than any obligations of Buyer under Section 7), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) business days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines to remove such Disapproved Exception(s).
(c) Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to five (5) days following receipt of notice of such additional exceptions. (d) Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all leases (other than Tenant Rental Agreements), deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property, and Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Close of Escrow except as otherwise specifically provided in this Agreement.

6.2. Owner’s Title Policy. At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA (non-extended) owner’s Policy of Title Insurance (“Owner’s Title Policy”) insuring fee title to the Real Property vested in Buyer, containing only (i) non delinquent real property taxes and assessments; (ii) exceptions approved by Buyer in accordance with Section 6.1; (iii) the Tenant Rental Agreements; and (iv) exceptions caused solely by the acts of Buyer. The amount of the insurance coverage shall be in the amount of the Purchase Price. The Owner’s Title Policy shall include any available title insurance, extended coverage or endorsements that Buyer may reasonably request. If Buyer desires an ALTA extended owner’s title policy, Buyer shall be responsible to secure a survey at its own cost and expense.

6.3. Loan Title Policy. At the Close of Escrow, Escrow Holder shall furnish Seller with an ALTA loan policy of title insurance (“Loan Title Policy”) insuring the Purchase Money Deed of Trust in first lien position against the Property with title to the Property vested in Buyer, containing the exceptions noted in Section 6.2 and any which may be caused by Seller. The amount of the insurance coverage shall be the amount of the Purchase Money Note secured by

01135.0020 2073324.3 7
the Purchase Money Deed of Trust.

7. DUE DILIGENCE; NHD REPORT.

7.1. Due Diligence. Prior to the Effective Date, Seller has delivered all of the following items ("Due Diligence Items") to Buyer.
(i) Complete copies of all tenant rental agreements (“Tenant Rental Agreements”) together with rent rolls for the last five (5) years showing rental increases, verification of household sizes, summary of any defaults of delinquencies, security deposits, credit information and copies of rental applications, and names and contact information for each tenant. (ii) A list of all Personal Property generally described in Section

1.2 (“Personal Property”).
(iii) Copies of all contracts and agreements and all amendments and modifications to any such contracts and agreements, if any (“Approved Contracts”).
(iv) Maintenance and repair history with respect to each rental unit and building.
(v) Copies of all books and records related to the operation of the Real Property for the previous five (5) years.
(vi) Real Property tax bills and property tax assessment notices for the previous three (3) years.

7.2. Right to Enter the Real Property. Commencing upon Opening of Escrow, Seller grants Buyer, its agents and employees a limited license to enter upon the Real Property for the purpose of conducting engineering surveys, soil tests, investigations or other studies reasonably necessary to evaluate the condition of the Real Property, which studies, surveys, reports, investigations and tests shall be done at Buyer’s sole cost and expense. Prior to entry onto the Real Property, Buyer shall (i) notify Seller the date and purpose of each intended entry together with the names and affiliations of the persons entering the Real Property; (ii) conduct all studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Real Property during or after such investigation; (iii) comply with all applicable laws and governmental regulations; (iv) allow an employee of Seller to be present at Seller’s election; (v) not violate the Tenant Rental Agreements; (vi) keep the Real Property free and clear of all materialmen’s liens, lis pendens and other liens arising out of the entry and work performed under this provision; (vii) maintain or assure maintenance of workers’ compensation insurance (or state approved self-insurance) on all persons entering the Real Property in the amounts required by the State of California; (viii) provide to Seller prior to initial entry a certificate of insurance evidencing that Buyer has procured and paid premiums for an all-risk public liability insurance policy written on a per occurrence and not claims made basis in a combined single limit of not less than TWO MILLION DOLLARS ($2,000,000) which insurance names Seller as additional insured; (vii) return the Real Property to substantially its original condition following Buyer’s entry; (ix) provide Seller copies of all studies, surveys, reports, investigations and other tests derived from any with the right to use same (“Reports”); and (x) to take the Real Property at closing subject to any title exceptions caused by Buyer exercising this right to enter.

01135.0020 2073324.3 8
Buyer agrees to indemnify, and hold Seller free and harmless from and against any and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action (whether legal, equitable or administrative), judgments, court costs and legal or other expenses (including reasonable attorneys’ fees) which Seller may suffer or incur as a consequence of Buyer’s exercise of the license granted pursuant to this Section 7.2 or any act or omission by Buyer, any contractor, subcontractor or material supplier, engineer, architect or other person or entity acting by or under Buyer (except Seller and its agents) with respect to the Real Property, excepting any and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action (whether legal, equitable or administrative), judgments, court costs and legal or other expenses (including reasonable attorneys’ fees) arising from the mere discovery by Buyer of any hazardous materials or conditions and excepting to the extent such claims arise out of the negligence or misconduct of Seller. Buyer’s obligations under this Section shall survive termination of this Agreement for any reason.

7.3. NHD Report. Within five (5) days of Opening of Escrow, Escrow shall order and deliver to Buyer and Seller a Premium Commercial NHD Report for the Real Property issued by Disclosure Source (“NHD Report”).

8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.

8.1. Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent (“Buyer’s Conditions Precedent”):
(a) Title Company will issue the Owner’s Title Policy in accordance with Section 6.2.
(b) Seller has executed and delivered to Escrow Holder the Bill of Sale (with the Personal Property listed on Exhibit 1), Assignment of Rental Agreements (with Tenant Rental Agreements listed on Exhibit 1) and General Assignment (with the Approved Contracts listed on Exhibit 1).
(c) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement. (d) Seller is not in default of its obligations under this Agreement.

8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent:
(a) Buyer has executed Certificate of Acceptance to be attached to the Grant Deed prior to recordation.
(b) Title Company will issue the Loan Title Policy in accordance with Section 6.3.
(c) Buyer has executed and delivered to Escrow Holder two (2) copies of the Assignment of Rental Agreements and General Assignment. (d) Escrow Holder holds and will deliver to Seller the instruments and

01135.0020 2073324.3 9
funds accruing to Seller pursuant to this Agreement.
(e) Buyer is not in default of its obligations under this Agreement.

9. REPRESENTATIONS AND WARRANTIES.

9.1. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer, each of which is true in all respects as of the Opening of Escrow and shall be true in all respects on the date of Close of Escrow with respect to the Real Property:
(a) To the best of Seller’s knowledge, Seller does not have surveys; engineering reports, soils studies, soils compaction reports, grading plans, environmental information, inspections or reports regarding structural, seismic, roof, HVAC, soil, paving, environmental and ADA compliance; as-built plans; permits and inspection reports regarding fire, building, health, zoning and use compliance. (b) To the best of Seller’s knowledge, there are no natural or environmental hazards located on the Real Property that would limit its marketability, merchantability, or suitability for development or impede its use in any way. (c) To the best of Seller’s knowledge1, the Real Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under or about the Real Property including, but not limited to, soil and ground water conditions. Seller has not received any written notice from any third parties, prior owners of the Real Property, or any federal, state or local governmental agency indicating that any hazardous waste remedial or clean-up work will be required on the Real Property. There are no environmental, health or safety hazards on, under or about the Real Property, including but not limited to soil and groundwater conditions. To the best of Seller’s knowledge, neither Seller, nor any third party (including but not limited to Seller’s predecessors in title to the Real Property), has used or installed any underground tank, or used, generated, manufactured, treated, stored, placed, deposited or disposed of on, under or about the Real Property or transported to or from the Real Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials other than in accordance with applicable law and disclosed to Buyer (“Hazardous Materials”), which for the purpose of this Agreement shall include, but shall not be limited to, substances defined as “hazardous substances, hazardous materials or toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 USC Section 6901, et seq.; those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Code or as “hazardous substances” in Section 25316 of the California Health & Safety Code; and those chemicals known to cause cancer or reproductive toxicity, as published pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, Section 25249.5, et seq., of the California Health & Safety Code; and in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws; provided, however, the term “Hazardous Materials” shall not include materials reasonably and 1 Buyer previously provided Seller with a report regarding a former gas station site which is near the Property.

01135.0020 2073324.3 10
customarily used in the operation of the buildings.
(d) There are no contracts (other than Approved Contracts), leases (other than Tenant Rental Agreements), claims or rights affecting the Real Property and there are no agreements entered into by or under Seller which shall survive the Close of Escrow that would adversely affect Buyer's rights with respect to the Real Property except as set forth herein.
(e) Seller has received no written notice from any third parties, prior owners of the Real Property, or any federal, state or local governmental agency, indicating that any hazardous waste remedial or clean-up work will be required on the Real Property. (f) Tenant Rental Agreements are in full force and effect and to the best of Seller’s knowledge, none of the Tenants are in default under their respective rental agreement and Seller is not in default under any of the Tenant Rental Agreements. (g) Seller has no knowledge of and has not received any notice relating to:
(i) Any uncured violation of any pollution, health, safety, fire, environmental, sewerage, zoning, or other federal, state or local law, code, ordinance, regulation, rule, requirement, order or permit, of any covenants, conditions or restrictions, affecting or relating to the Real Property, any portion thereof or the use, occupancy or operation thereof; (ii) Any pending condemnation proceeding with regard to all or part of the Real Property or a threatened notice of any such proceeding or widening of streets abutting the Real Property;
(iii) The imposition of any special taxes or assessments, or payments in lieu thereof, against the Real Property or any portion thereof; (iv) The need or advisability of special flood insurance; or (v) Any existing insurance carriers indicated that the insurance rates for the Real Property or any portion thereof will be substantially increased or that alterations of the Real Property or any portion thereof are required.
(h) To the best of Seller’s knowledge, the Real Property and the current uses are in compliance with all applicable contracts, covenants and agreements affecting the Real Property.
(i) To the best of Seller’s knowledge, all structures on the Real Property are in good condition and repair except as otherwise disclosed in writing by Seller to Buyer. (j) To the best of Seller’s knowledge, there are no easements or encroachments onto the Real Property by buildings or improvements on any adjoining Real Property, nor do any buildings or improvements on the Real Property encroach on other properties.
(k) Seller is not a foreign person as defined in Internal Revenue Code Section

01135.0020 2073324.3 11
1445(f)(3).
(l) To the best of Seller’s knowledge, all utilities, including gas, electricity, water, sewage, and telephone, are available at the Real Property, and all such items are in good working order.
(m) Seller has the unimpeded power to execute, deliver and perform Seller's obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto.
(n) To the best of Seller’s knowledge, there are no contingent liabilities arising out of the ownership or operation of, or affecting, the Real Property or any part thereof which would be binding upon Buyer or to which the Real Property would be subject after the Closing.
(o) To the best of Seller’s knowledge, there are no pending actions, lawsuits, suits or claims against the Real Property.
(p) All copies of documents delivered by Seller to Buyer are, to the best of Seller’s knowledge, true, genuine, complete and correct copies of the original executed documents which they purport to be.

Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to Buyer.

9.2 Buyer's Representations and Warranties. Buyer represents and warrants to Seller that:
(a) Buyer is a public entity validly formed in the State of California. Upon execution of this Agreement by Buyer in accordance with California law, Buyer has the full right and authority to enter into this Agreement, this Agreement shall be a binding obligation of Buyer and Buyer shall have authority to consummate the transaction contemplated hereby, including execution and delivery of all applicable documents. (b) There is no agreement to which Buyer is a party or, to Buyer's knowledge, binding on Buyer which is in conflict with this Agreement. To Buyer's knowledge, as of the Effective Date there is no action or proceeding pending or threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement.

9.3 Survival of Representations and Warranties. The representations and warranties set forth in this Section 9 shall not be deemed to be merged into or waived by the transaction documents, but shall survive the Closing.

10. ESCROW PROVISIONS.

10.1. Escrow Instructions. Sections 1 through 6, inclusive, 8, 10, 13 and 15 constitute the escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict,

01135.0020 2073324.3 12
the provisions of this Agreement shall prevail. The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder’s general provisions directly from Escrow Holder and will execute such provision upon Escrow Holder’s request. To the extent that the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow Holder that are reasonably necessary to close Escrow.

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

10.3. Prorations; Utilities; Security Deposits; Replacement Reserves Account. (a) Real Property Taxes. All non-delinquent general and special real property taxes and assessments shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty day (360) year. Any supplemental tax bills received after Close of Escrow shall be paid by Seller to the extent they relate to a period prior to Close of Escrow, and by Buyer, to the extent they relate to a period after Close of Escrow. If a supplemental tax bill (which may include possessory interest taxes) covers a period commencing before and continuing after Close of Escrow, the party named in the bill will pay the tax and the other party shall reimburse the first party its pro rata share within thirty (30) days after receipt of a copy of the tax bill and evidence of the second party's payment of same.
(b) Prorations. Rents, utilities and other income or expenses (including under the Approved Contracts) which are payable by Seller for the operation and maintenance of the Real Property shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty (360) day year. In the event final amounts with respect to said prorations are not available as of Close of Escrow, the proration shall be done on an estimated basis and the parties shall prepare a final proration within thirty (30) days following Close of Escrow. Any party who is obligated to pay net amounts based on said final proration shall reimburse the other party said amount within thirty (30) days after completion of the final proration.
(c) Utilities. Buyer and Seller shall cause all utilities which are in the name of Seller (not a tenant) to be transferred to the name of Buyer as of the Close of Escrow or as soon thereafter as practicable. Upon Closing, Seller shall have the right to recover any refundable utility or governmental deposits made by Seller with respect to the Real Property.
(d) Security Deposits. All security deposits under the Rental Agreements shall be credited to Buyer at Closing.

01135.0020 2073324.3 13
(e) Survival. The provisions of this Section 10.3 shall survive Close of Escrow.

10.4. Payment of Costs; Settlement Statement.
(a) Allocation of Costs. Buyer shall pay the costs for the Owner’s Title Policy, the Loan Title Policy, the NHD Report, documentary transfer taxes, recording charges and escrow (“Buyer’s Charges”). Seller shall pay any and all liens on the Real Property and any costs necessary to put title in the condition pursuant to Section 6 (“Seller’s Charges”). All other costs of Escrow not otherwise specifically allocated by this Agreement shall be paid by Seller except for the release of any liens on the Property.

NOTE: Buyer is a public agency and is exempt from (i) documentary transfers taxes pursuant to R&T Code Section 11922; and (ii) recording charges pursuant to Gov. Code §6103.
(b) Settlement Statement. At least three (3) business days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary escrow settlement statement which shall include each party’s respective shares of costs. The preliminary settlement statement shall be approved in writing by the parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to the parties.

10.5 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, either party may elect to cancel this Escrow upon written notice to the other party and Escrow Holder. Upon cancellation, Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same with Escrow Holder; provided Escrow Holder receives written instructions from both Buyer and Seller directing Escrow Holder to return such funds and documents. The parties shall promptly execute and deliver any documents reasonably required to effect the return of the funds and documents in accordance with this Agreement. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement.

10.6 Information Report. Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report (“Information Report”) and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto. Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information.

10.7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of

01135.0020 2073324.3 15
effective upon receipt or rejection of such notice. Notice given in any other manner shall be effective only if and when received (or rejected) by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. California time of any business day with delivery made after such hours to be deemed received the following business day. A party’s address may be changed by written notice to the other party; however, no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to Buyer shall be deemed given by Buyer and notices given by counsel to Seller shall be deemed given by Seller.

To Seller: Chester Lomax & Rosa Lomax, Trustees
2519 East Norm Place
Anaheim, CA 92806
[email protected]
With a Copy to:

PRENOVOST, NORMANDIN, DAWE & ROCHA
2122 N. Broadway, Suite 200
Santa Ana, CA 92706-2614
Thomas J. Prenovost, Jr., Esq.

[email protected]
To Buyer: CITY OF BELL
6330 Pine Ave.

Bell, California 90201
Attn: Michael L. Antwine, City Manager
[email protected]
With a Copy to: ALESHIRE & WYNDER, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attention: David Aleshire, Esq.
[email protected]
Anne Lanphar, Esq.
[email protected]
To Escrow Holder: Fidelity National Title Insurance Company National Commercial Division
4400 MacArthur Blvd, Ste 500
Newport Beach, CA 92660
Attn: Nancy Shenouda, Escrow Officer
[email protected]

14. ADDITIONAL BUSINESS TERMS. As long as this Agreement is in effect, Seller agrees:
a. Marketing of Real Property. Not to market nor solicit “back up” offers only with respect to the Real Property or any portion thereof. However, if unsolicited offers are received by Seller, Seller may enter into a backup offer. b. Impairing of Title. Not do anything which would impair Seller's title to the Real Property.

01135.0020 2073324.3 16
c. Maintenance. To maintain the Real Property in good condition and repair. d. No New Tenant Rental Agreements. Not execute any new rental agreements nor amend any existing Tenant Rental Agreements without the written consent of Buyer.

After Closing, Buyer shall promptly provide written notices to the Tenants pursuant to Civil Code Section 1950.5.

15. GENERAL PROVISIONS.

15.1. Assignment. Neither party shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.

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

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

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

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

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

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

01135.0020 2073324.3 17
force or effect.

15.8. Execution of Documents. The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

15.9. Relationship of Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Real Property to be conveyed as contemplated hereby.

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

15.11. Authority. The persons executing this Agreement on behalf of Seller have the authority to bind the trust which is legally bound under this Agreement.

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

15.13. Electronic Execution. This Agreement may be executed by the parties in compliance with UETA and ESIGN using qualified third party service providers such as DocuSign or AdobeSign.

15.14. Exhibits. The following exhibits attached hereto are incorporated herein by reference:

Exhibit A Legal Description
Exhibit B Purchase Money Note
Exhibit C Purchase Money Deed of Trust
Exhibit D Grant Deed
Exhibit E Bill of Sale
Exhibit F Rental Agreement Assignment
Exhibit G General Assignment
[SIGNATURES ON FOLLOWING PAGE]

01135.0020 2073324.3 1

EXHIBIT A

LEGAL DESCRIPTION OF THE REAL PROPERTY

THE REAL PROPERTY IS SITUATED THE CITY OF BELL, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

01135.0020 2073324.3 1

EXHIBIT B

PURCHASE MONEY NOTE

PURCHASE MONEY NOTE SECURED BY DEED OF TRUST
$ 1,450,000 ________________, 20__
(“Note Date”)
FOR VALUE RECEIVED, the CITY OF BELL, a California charter city (“Maker”) hereby promises to pay to CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05, or order (“Holder”), at a place designated by Holder, the principal sum of ONE MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS ($1,450,000) (“Loan Amount”), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof.

This Note is secured by that certain Deed of Trust with Assignment of Rents of even date herewith executed by Maker as trustor in favor of Holder as beneficiary ("Deed of Trust") recorded in the Official Records of Los Angeles County against that certain real property which was sold by Holder to Maker pursuant to that certain Agreement for Purchase and Sale of Real Property under Threat of Condemnation and Joint Escrow Instructions as legally described therein (“Property”). This Note shall be effective upon recordation of the Deed of Trust in the Official Records of Los Angeles County (“Effective Date”).

1. Interest. The Loan Amount shall commence to bear interest from the Effective Date at the rate of Four Percent (4%) per annum until paid in full. Upon the occurrence of a default under this Note as declared in writing by Holder, interest shall thereafter accrue at ten percent (10%) per annum.

2. Monthly Payments. Commencing one (1) month from the Effective Date and on the same day of each following month, Maker shall make payments equal to interest only until the Loan Amount is paid in full.

3. Maturity Date. The entire principal shall be fully due and payable on the day two (2) years from the Effective Date (“Maturity Date”).

4. Right to Prepay. This Note may be prepaid, in whole or in part, at any time without penalty, fee or charge.

5. Default; Acceleration. A default of this Note shall occur upon Maker’s failure to timely perform the obligations under this Note or any default by Maker under the Deed of Trust. In the event Maker is deemed in default under this Note, Holder may, at its option, declare this Note and the entire obligations hereby evidenced immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity.

6. Acceleration on Transfer or Encumbrance of Property. The Deed of Trust contains the following provision: “It shall be a default hereunder if the Property, any part thereof, or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered (voluntarily or involuntarily). Notwithstanding the foregoing, the following

01135.0020 2073324.3 2
transfers are permitted: residential leases, subleases, or occupancy agreements with occupants of the Property’s residential units. If any such Transfer shall occur in violation of such requirements, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, upon written immediately become due and payable.”

7. Modifications. No waiver or modification of any of the terms or provisions of this Note shall be valid or binding unless set forth in a writing signed by both Holder and Maker, and then only to the extent therein specifically set forth.

8. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of Holder to take action, or any delay be implied from any failure by Holder in taking action, with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure.

9. Usury. Notwithstanding any provision in this Note, the total liability for payment in the nature of interest shall not exceed the limit imposed by applicable laws of the State of California.

10. Attorneys’ Fees. In any legal action or other proceeding is brought for the enforcement of this Note, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled.

11. Applicable Law. This Note is to be governed and construed in accordance with the laws of the State of California.

12. Partial Invalidity. If any provision or any word, term, class or part of any provision of this Note is deemed to be invalid for any reason, the same shall be ineffective but the remainder of this Note and of the provisions shall not be affected and shall remain in full force and effect.

13. Notices. All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery service and addressed as follows:

To Holder: Chester Lomax & Rosa Lomax, Trustees
2519 East Norm Place
Anaheim, CA 92806
With a Copy to: PRENOVOST, NORMANDIN, DAWE & ROCHA
2122 N. Broadway, Suite 200
Santa Ana, CA 92706-2614
Thomas J. Prenovost, Jr., Esq.

To Maker: CITY OF BELL
6330 Pine Ave.

Bell, California 90201
Attn: Michael L. Antwine, City Manager
With a Copy to: ALESHIRE & WYNDER, LLP

01135.0020 2073324.3 3
1 Park Plaza, Suite 1000
Irvine, CA 92614
Attention: David Aleshire, Esq.

Anne Lanphar, Esq.

Notices shall be effective upon the earlier of receipt or refusal of delivery. Each party shall promptly notify the other party of any change(s) of address to which notice shall be sent pursuant to this Note.

13. Miscellaneous. The options, powers and rights of the Holder specified herein are (except as expressly set forth herein) in addition to, and not in lieu of, those authorized by applicable law. (a) To the extent permitted by applicable law, Maker waives notice of protest, presentment, demand and any other notice in connection with the collection of this Note.
(b) This Note shall be binding on the Maker, its successors and assigns and shall inure to the benefit of Holder, its successors and assigns.
(c) Any payment hereunder which is required to be made on a day which is not a business day for the City of Bell shall be payable on the next immediately succeeding business day and such additional time shall be included in the computation of interest. (d) All sums payable under this Note shall be payable in lawful money of the United States of America at such address as the Holder of this Note shall designated.

IN WITNESS WHEREOF, the parties hereto have executed this Note as of the Note Date.

MAKER:

CITY OF BELL, a California charter city
By: _______________________________
Ali Saleh, Mayor

ATTEST:
____________________________
Angela Bustamante, City Clerk
APPROVED AS TO FORM:

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

NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 1

EXHIBIT C

PURCHASE MONEY DEED OF TRUST

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Chester Lomax & Rosa Lomax, Trustees
2519 East Norm Place
Anaheim, CA 92806
APN 6326-001-014, 015, 017, 018 & 019
___
Exempt from payment of recording fees pursuant to Gov Code §6103.

DEED OF TRUST WITH ASSIGNMENT OF RENTS
THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Deed of Trust") is made as of the __ day of ________, 202__, by and among CITY OF BELL, a California charter city whose address is 6330 Pine Ave., Bell, California 90201 (“Trustor”), FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Trustee"), and CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 ("Beneficiary"), whose address is 2519 Norm Place, Anaheim, CA 92806.

GRANT
Trustor grants to Trustee in trust, with power of sale, the Property together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of that certain Promissory Note of even date herewith in the principal amount of ONE MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS ($1,450,000), and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or their successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the Property, Trustor expressly makes each and all of the agreements, and adopt and agree to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16

01135.0020 2073324.3 2
Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. said agreements, terms and provisions contained in said subdivision A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

It shall be a default hereunder if the Property, any part thereof, or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered (voluntarily or involuntarily).

Notwithstanding the foregoing, the following transfers are permitted: residential leases, subleases, or occupancy agreements with occupants of the Property’s residential units. If any such Transfer shall occur in violation of such requirements, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, upon written demand, immediately become due and payable.

TRUSTOR:

CITY OF BELL, a California charter city
By: _______________________________
Ali Saleh, Mayor

_________________, 2025
ATTEST:
_____________________________
Angela Bustamante, City Clerk
APPROVED AS TO FORM:

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

NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 1

DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary.

The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said

01135.0020 2073324.3 2
property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated _______________________________________
_____________________________________________________
_____________________________________________________
Please mail Deed of Trust,
Note and Reconveyance to ____________________________________________________________ Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

01135.0020 2073324.3 1
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
All that certain property located in the City of Bell, State of California, County of Los Angeles, legally described as follows:

01135.0020 2073324.3 1

STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )
On ___________________, 202__ before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
_________________________________________
Notary Public
SEAL:

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

01135.0020 2073324.3 1

EXHIBIT D

GRANT DEED

FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Bell
6330 Pine Ave.

Bell, California 90201
Attn: City Clerk
____________________________________________________________________________

GRANT DEED
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Grantor”), hereby grants all right, title and interest to the CITY OF BELL, a California charter city (“Grantee”), that certain real property in the City of Bell, County of Los Angeles, State of California, commonly described as 6411, 6425 & 6429 Woodward Avenue and legally described as set forth on Exhibit A attached hereto and incorporated herein by reference (“Real Property”).

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf by its respective officers or agents hereunto as of the date first above written.

APNs. 6326-001-014, 015, 017, 018 & 019 (Space Above This Line for Recorder’s Office Use Only) THE UNDERSIGNED GRANTOR DECLARES that the
documentary transfer tax is $0 due to exemption under
R&T Code Section 11922
(Exempt from Recording Fee per Gov. Code §6103)

GRANTOR
___________________________
CHESTER D. LOMAX, TRUSTEE OF THE

CHET AND ROSA LOMAX REVOCABLE
TRUST dated 6/16/05
__________________________
ROSA A. LOMAX, TRUSTEE OF THE CHET

AND ROSA LOMAX REVOCABLE TRUST
dated 6/16/05

NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 2
EXHIBIT “A” TO GRANT DEED

LEGAL DESCRIPTION OF THE REAL PROPERTY

THE PROPERTY IS SITUATED IN THE CITY OF BELL, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

01135.0020 2073324.3 1

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Grantor”), by that certain Grant Deed dated _________, 202__ (“Grant Deed”) to the CITY OF BELL (“Grantee”), is hereby accepted by the undersigned officer and agent of the CITY OF BELL which consents to the recording of the Grant Deed.

Signed and dated at Bell, California on __________________, 202__.

GRANTEE:

CITY OF BELL, a California charter city
By: _________________________
Micheal L. Antwine, II
City Manager

NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 1

STATE OF CALIFORNIA )
)
COUNTY OF ______________________ )
On _____________________, 202__, before me, _____________________________, a Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Notary in and for the State of California
[SEAL]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01135.0020 2073324.3 1

EXHIBIT D

BILL OF SALE
This Bill of Sale is provided by CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Seller”) in favor of the CITY OF BELL, a California charter city (“Buyer”), with respect to the sale and transfer of all right, title and interest in and to the Personal Property as defined in that certain Purchase and Sale Agreement For Real Property under Threat of Condemnation and Joint Escrow Instructions dated ____________, 202__ (“PSA”), between Seller and Buyer all of which are set forth on Exhibit 1 attached hereto (collectively, the “Assets”).

NOW, THEREFORE, this Bill of Sale is issued by Seller in favor of Buyer in accordance with the following:

1. Seller represents, warrants and covenants to Buyer that it is the lawful owner of the Assets and that it has the right to sell, transfer, and convey the same to Buyer.

2. Seller hereby sells, assigns, transfers and conveys to Buyer all of Seller’s right, title and interest in and to the Assets as part of the consideration under that certain PSA related to that certain real property located at 6411, 6425 & 6429 Woodward Avenue in the City of Bell, County of Los Angeles, California (APNs #6326-001-014, 015, 017, 018 & 019) (“Property”).

3. The Assets are located at the Property.

4. The provisions of this Bill of Sale shall bind and benefit the legal representatives, successors and assigns of Buyer and Seller.

5. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of California. This Bill of Sale may be executed in counterparts, each of which, when taken together, shall constitute fully executed originals.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of __________, 202__.

SELLER:
___________________________
CHESTER D. LOMAX, TRUSTEE OF THE

CHET AND ROSA LOMAX REVOCABLE
TRUST dated 6/16/05
__________________________
ROSA A. LOMAX, TRUSTEE OF THE CHET

AND ROSA LOMAX REVOCABLE TRUST
dated 6/16/05

NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 2
EXHIBIT 1

PERSONAL PROPERTY
All Personal Property as defined in the PSA including all tangible and intangible property including any and all rights Seller may have against third parties with respect to contamination which may affect the Real Property.
• Coin operated washer and dryer
• 12 door clickers
• ___ window air conditions

TO BE COMPLETED PRIOR TO EXECUTION

01135.0020 2073324.3 1

EXHIBIT F

RENTAL AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS RENTAL AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is dated as of ___________________, 202__ (“Assignment Date”), by and between CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Assignor”), and the CITY OF BELL, a California charter city (“Assignee”).

RECITALS
A. Assignor is the owner of that certain real property located at 6411, 6425 & 6429 Woodward Avenue in the City of Bell, County of Los Angeles, California (APNs #6326-001-014, 015, 017, 018 & 019) together with all improvements thereon (collectively, “Real Property”).

B. On ________, 202_, Assignor and Assignee entered into an Agreement for Purchase and Sale of Real Property under Threat of Condemnation and Joint Escrow Instructions pursuant to which Assignee agreed to purchase the Property from Assignor (“Purchase Agreement”).

C. The Real Property is subject to that rental agreements identified on Exhibit 1 attached hereto and incorporated herein by reference (“Tenant Rental Agreement”).

D. Assignee wishes to acquire, and Assignor is willing to transfer, Assignor’s interest in the Rental Agreements concurrent with the Assignee’s acquisition of the Real Property from Assignor. Accordingly, this Assignment Agreement shall only be effective upon the close of escrow conveying the Real Property from Assignor to Assignee pursuant to the Purchase Agreement which date is set forth above as the Assignment Date.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals. All of the foregoing recitals are true and correct and are incorporated herein by reference.

2. Assignment. Assignor hereby assigns, sells, conveys, and otherwise transfers to Assignee all of Assignor's interests, rights, and obligations under the Tenant Rental Agreements. This assignment shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor shall no longer be liable for the performance of any obligations, terms, covenants, or conditions under the Tenant Rental Agreements arising after the Assignment Date and that Assignee hereby agrees to forever release Assignor from the performance of any such obligations, terms, covenants, and conditions under the Tenant Rental Agreements.

3. Assumption of Obligations and Rights. Assignee hereby accepts all of Assignor's interests, rights, and obligations under the Tenant Rental Agreements arising after the Assignment Date and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions under the Tenant Rental Agreements accruing from, and after the Closing Date.

4. Representations, Warranties and Covenants. All Assignor’s and Assignee’s representations, warranties and covenants set forth in the Purchase Agreement shall survive the

01135.0020 2073324.3 2
Closing and are incorporated into this Assignment Agreement.

5. Due Execution. The person(s) executing this Assignment 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 Assignment Agreement on behalf of said party; (iii) by so executing this Assignment Agreement, such party is formally bound to the provisions of this Assignment Agreement; and (iv) the entering into of this Assignment Agreement does not violate any provision of any other agreement to which said party is bound.

6. Effect on Assigned Tenant Rental Agreements. Except for the assignment of Assignor’s interests to Assignee in accordance with the provisions of this Assignment Agreement, the parties further agree that nothing in this Assignment Agreement shall be deemed as modifying or otherwise affecting any of the provisions of the Tenant Rental Agreements.

7. Indemnification. Assignor agrees to indemnify, defend, and hold harmless Assignee and all persons and entities affiliated with Assignee including their respective officers, agents and employees from and against any and all claims, liabilities, and losses (collectively, “Claims”) arising out of the Tenant Rental Agreements arising before the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignor’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement. Assignee shall indemnify, defend, and hold harmless Assignor and all persons and entities affiliated with Assignor including their respective officers, agents and employees from and against any and all Claims arising out of the Tenant Rental Agreements arising after the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignee’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement.

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the Assignment Date.

ASSIGNOR: ASSIGNEE:
___________________________
CHESTER D. LOMAX, TRUSTEE OF THE

CHET AND ROSA LOMAX REVOCABLE
TRUST dated 6/16/05
__________________________
ROSA A. LOMAX, TRUSTEE OF THE CHET

AND ROSA LOMAX REVOCABLE TRUST
dated 6/16/05
CITY OF BELL, a California charter city
By: _______________________________
Ali Saleh, Mayor

_________________, 2025
ATTEST:
_____________________________
Angela Bustamante, City Clerk
APPROVED AS TO FORM:

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

NOT TO BE EXECUTED

UNTIL CLOSING NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 1
EXHIBIT 1

SUMMARY OF TENANT RENTAL AGREEMENTS

01135.0020 2073324.3 1

EXHIBIT E

GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is dated as of ___________________, 202__ (“Assignment Date”), by and between CHESTER D. LOMAX AND ROSA A. LOMAX, TRUSTEES OF THE CHET AND ROSA LOMAX REVOCABLE TRUST dated 6/16/05 (“Assignor”), and the CITY OF BELL, a California charter city (“Assignee”).

RECITALS
A. Assignor is the owner of that certain real property located at 6411, 6425 & 6429 Woodward Avenue in the City of Bell, County of Los Angeles, California (APNs #6326-001-014, 015, 017, 018 & 019) (“Real Property”).

B. On ________, 202_, Assignor and Assignee entered into an Agreement for Purchase and Sale of Real Property under Threat of Condemnation and Joint Escrow Instructions pursuant to which Assignee agreed to purchase the Property from Assignor (“Purchase Agreement”).

C. The Real Property is subject to certain service, maintenance and other contracts identified on Exhibit 1 attached hereto and incorporated herein by reference (“Contracts”).

D. Assignee wishes to acquire, and Assignor is willing to transfer, Assignor’s interest in the Contracts concurrent with the Assignee’s acquisition of the Real Property from Assignor. Accordingly, this Assignment Agreement shall only be effective upon the close of escrow conveying the Real Property from Assignor to Assignee pursuant to the Purchase Agreement which date is set forth above as the Assignment Date.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals. All of the foregoing recitals are true and correct and are incorporated herein by reference.

2. Assignment. Assignor hereby assigns, sells, conveys, and otherwise transfers to Assignee all of Assignor's interests, rights, and obligations under the Contracts. This assignment shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor shall no longer remain liable for the performance of any obligations, terms, covenants, or conditions under the Contracts arising after the Assignment Date and that Assignee hereby agrees to forever release Assignor from the performance of any such obligations, terms, covenants, and conditions under the Contracts.

3. Assumption of Obligations and Rights. Assignee hereby accepts all of Assignor's interests, rights, and obligations under the Contracts arising after the Assignment Date and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions under the Contracts accruing from, and after the Closing Date.

4. Representations, Warranties and Covenants. All Assignor’s and Assignee’s representations, warranties and covenants set forth in the Purchase Agreement shall survive the Closing and are incorporated into this Assignment Agreement.

5. Due Execution. The person(s) executing this Assignment Agreement on behalf

01135.0020 2073324.3 2
of the parties hereto warrant that: (i) such party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Assignment Agreement on behalf of said party; (iii) by so executing this Assignment Agreement, such party is formally bound to the provisions of this Assignment Agreement; and (iv) the entering into of this Assignment Agreement does not violate any provision of any other agreement to which said party is bound.

6. Effect on Assigned Contract. Except for the assignment of Assignor’s interests to Assignee in accordance with the provisions of this Assignment Agreement, the parties further agree that nothing in this Assignment Agreement shall be deemed as modifying or otherwise affecting any of the provisions of the Contracts.

7. Indemnification. Assignor agrees to indemnify, defend, and hold harmless Assignee and all persons and entities affiliated with Assignee including their respective officers, agents and employees from and against any and all claims, liabilities, and losses (collectively, “Claims”) arising out of the Contracts arising before the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignor’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement. Assignee shall indemnify, defend, and hold harmless Assignor and all persons and entities affiliated with Assignor including their respective officers, agents and employees from and against any and all Claims arising out of the Contracts arising after the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignee’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement.

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the Assignment Date.

ASSIGNOR: ASSIGNEE:
___________________________
CHESTER D. LOMAX, TRUSTEE OF THE

CHET AND ROSA LOMAX REVOCABLE
TRUST dated 6/16/05
__________________________
ROSA A. LOMAX, TRUSTEE OF THE CHET

AND ROSA LOMAX REVOCABLE TRUST
dated 6/16/05
CITY OF BELL, a California charter city
By: _______________________________
Ali Saleh, Mayor

_________________, 2025
ATTEST:
_____________________________
Angela Bustamante, City Clerk
APPROVED AS TO FORM:

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

NOT TO BE EXECUTED

UNTIL CLOSING NOT TO BE EXECUTED

UNTIL CLOSING

01135.0020 2073324.3 3
EXHIBIT 1

IDENTIFICATION OF CONTRACTS
Republic Services dated January 19, 2026 account no. 9020234410