Bell City Council
April 8, 2026

AGENDA ITEM NO. 2

AGENDA REPORT

UNDER SEPARATE COVER

2. 2023-2025 Strategic Plan Update. (City Council)
Recommendation: It is recommended that the City Council receive and file.

ATTACHMENTS:

1. April 8, 2026 Strategic Plan Update Presentation

2. Strategic Plan 2023-2025

2023 – 2025
Strategic Plan
Update
Presented By:

Michael L. Antwine II, City Manager
April 8, 2026

Executive
Summary
The City of Bell operates under a City Council/City
Manager form of government. The City Council
consists of five (5) Council Members. The members
of the City Council set policy and enact laws of the
City. The City Manager is appointed by the members
of the Bell City Council. The purpose of the Strategic
Planning workshop was to assist the City of Bell’s
Mayor, City Council and City Manager in developing
a plan that includes defined targets and goals to
provide staff with clear direction. One of the primary
responsibilities of the City Manager is to implement
the plan set forth by the City Council, utilizing the
City Departments and Executive Team

Economic Development
Communication/Image/Outreach
Quality of Life
Budget/Revenues/Fiscal Sustainability
Stragetic Targets

Economic Development

Economic Development
Goal 1 - Implement improvements to Atlantic & Gage
Streamline -Entitlement Process, Dutch Bros, Bell Ave Specific Plan, Shoe City Vision Plan, Complete Streets Design/Funds 60%
Complete
Goal 2 - Imp le me nt imp ro ve me nts to Flo re nce & W a lke r Pritcha rd Fie ld – Phase 1 co mp le te d / Pha se 2 (Ma y 2026) City Ventures – 54 Townhome s Approved 75%
Complete
Completed & On -Going
80%
Complete
Completed
Goal 3 - Be come b usine ss-frie nd ly
Co mme rcia l Façade, Busine ss of Quarter, HDL Busine ss Lice nse , Open-Gov, LEAF Sma ll Busine ss Program Goal 4 - Se ll Surp lus La nd
Five (5) p ro p e rtie s re ma ining to be so ld
Goal 5 - Co mp le te Stack Ya rd Bre we ry p ro je ct
Ge nte fy DDA approved . Pro je ct Co nstructio n in 2027

Building Bridges Through Communication

Building Bridges Through
Communication
Goal 1 - Develop newsletter
Newsletter to be complete Summer 2026
50%
Complete
Goal 2 - Expand use of so cia l me d ia Completed
80%
Complete
Completed
Goal 3 - Use e ffe ctive / q ua lity tra nsla tio n se rvice s RFP Tra nsla tio n Se rvice s; AI Tra nsla tio n Po licy; City W e b site Tra nsla tio n Goal 4 - De ve lo p b ra nd ing and ima g e for the City of Be ll RISE Ca mp a ig n, New City Lo g o and Bra nd ing Id e ntity, new City we b site

Quality of Life

Quality of Life
Goal 1 - Increase parking control Completed & On -Going Goal 2 - Incre a se code e nforce me nt Completed & On -Going Completed & On -Going
Completed & On -Going
Completed & On -Going
Goal 3 - Incre a se p ub lic safe ty visib ility to includ e safe parks & wa lkwa ys New Be ll PD Patrol Sche d ule
Goal 4 - Engage se nio rs in vo lunte e rism
Se nio r Lunch Program, Excursio ns, Dances, Prom and Game s and New Se nio r/ Yo uth Ce nte r Goal 5 - Ma inta in a cle a n city
New Tre e Trimming Sche d ule , Re d Curb Pa inting , Re s Re ha b Program, Bulky Ite m, E-Waste and Org a nics Goal 6 - De ve lo p co mmunity p a rticip a tio n Completed & On -Going Town Ha ll Me e ting s, Co mmunity Surveys, Citize n Academy

Fostering Financial Resilience

Fostering Financial Resilience
Goal 1 - Explore a sales tax revenue measure
Measure I (March 2024 ) and Measure BB (June 2026 )
Completed
Goal 2 - Co mp le te a Fee Study (Infra structure & LLMDs) LLMD’S to be evaluated in FY 26 / 27
75% Complete
Completed
Completed
50% Complete
Goal 4 - Eva lua te sa le of City-owned p ro p e rtie s and conduct a revenue search Goal 5 - Update the City's fina nce -re la te d p o licie s Goal On - hold 6 - Expand the Po lice Department's shared se rvice s with ne ig hb o ring co mmunitie s Goal 7 - Le ve ra g e p a rtne rship s for fund ing o p p o rtunitie s Recreation Youth & Senior Programs, Cal South, LA Dodgers, KDI & others Completed & On - going
Goal 3 - Address the City's Ca lPERS unfunde d lia b ility Section 115 Trust adopted

Questions?

City of Bell
Strategic Plan 2023-25
 Presented by:
 Michael L. Antwine II, City Manager
1

Executive Summary
The City of Bell operates under a City Council/City Manager form of government. The City Council consists of five (5) Council Members. The members of the City Council set policy and enact laws of the City. The City Manager is appointed by the members of the Bell City Council.

The purpose of the Strategic Planning workshop was to assist the City of Bell’s Mayor, City Council and City Manager in developing a plan that includes defined targets and goals to provide staff with clear direction. One of the primary responsibilities of the City Manager is to implement the plan set forth by the City Council, utilizing the City Departments and Executive Team.

The Strategic Plan Workshop was held on Saturday, October 7, 2023, from 9AM to 3:30PM.
2

Target(s):

The City Council determined that the
targets identified would serve as the
key pillars in which to categorize
specific goals and action plans.

Target #1
Economic Development
Target #2
Communications/Image/
Outreach
Target #3
Quality of Life
Target #4
Budget/Revenues/Fiscal
Sustainability
3

Top Priority Goals (Level 1)
Second Priority Goals (Level 2)
Third Priority Goals (Level 3)
Goal(s):

The City Council created priority
levels for all Goals.

Level 1
Level 2
Level 3
4

Goal 1 - Implement improvements
to Atlantic and Gage
Goal 2 - : Implement improvements
to Florence and Walker
Goal 3 - Become business friendly
(e.g., Façade program, etc.)
Goal 4 - Sell Surplus Land
Goal 5 - Complete Stack Yard
Brewery project
Target 1 - Economic
Development
5

Target 1 - Economic Development
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 1 - Implement
improvements to
Atlantic and Gage
Community
Development
And
City
Manager’s
Office

1. Complete SLA Process for
Shoe City

2. Complete SLA Process for
Jack’s Car Wash

3. Select a Developer (s)

4. Create a “Streamlined”
Entitlement Process

5. Adopt Atlantic Avenue
Specific Plan

6. Identify Funding for
Atlantic Avenue
Complete Streets Design

7. Create a Gage Avenue
Specific Plan

1. February 2024

2. February 2024

3. July 2024 – December 2024
“Negotiations & Development
Concepts”

4. July 2024

5. June 2024

6. Grant Research on-going for
Complete Streets Design

7. December 2025 to complete
Gage Avenue Specific Plan

1. Real Estate Consultants $50k
ARPA

2. Same As Above

3. Feasibility consultant ($50k)
ARPA

4. Planning Consultant ($25k)GF

5. New Assoc. Planner ($100k) GF
Planning Firm ($80k) GF

6. Gage Ave Specific Plan ($200K)

7. Grant Writing Consultant
($25k)GF
Goal 2 - Implement
improvements to
Florence and Walker
Community
Development
And
Community
Services
Department
and
Public Works

1. Complete SLA Process

2. Select Developer and
complete Entitlement
Process

3. Complete Design and
Issue RFP for Bid on
Pritchard Field

1. February 2024

2. March 2024 – October 2024
“Negotiations & Development
Concepts”

3. January – March 2024
4March/April 2024 January 2025

1. Costs Incorporated in Goal #1

2. Costs Incorporated In Goal #1

3. Prop 68 grant funded

4. Prop. 68 grant funded
6

Target 1 - Economic Development
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 3 - Become Business
Friendly (e.g., Façade
program, etc.)
Community
Development

1. Develop a Business
Outreach Program

2. Engage Property and
Business owners

3. Develop Commercial
Façade Program

4. Restart Business of the
Quarter Program

5. Develop MOU w/ Bell
Chamber of Commerce

6. Implement Open-Gov
System

7. Implement HDL Business
License System

8. Apply for EDDY BusinessFriendly Awards

1. July 2024

2. July 2024

3. March/April 2024

4. July 2024

5. July 2024

6. September 2024

7. February 2024

8. January 2025

1. City Staff Time

2. City Staff Time

3. City Staff, CDBG/Labor Compliance
consultants ($30k) CDBG & Architects
($30k) CDBG

4. City Staff

5. City Staff

6. City Staff/Costs included in ARPA

7. City Staff and HDL ($25K) ARPA

8. City Staff
Goal 4 - Sell BCHA
properties
Community
Development
And
City Manager’s
Office

1. Select Realtor/Broker

2. Update Tenant Relocation
Plan

3. Complete SLA Process

4. Select Developer and
complete Entitlement
Process

1. July/August 2024

2. September 2024

3. October 2024

4. December 2025

1. Real Estate Broker (TBD)

2. Relocation Expert ($50-$75k) ARPA

3. Real Estate Consultant ($25k) ARPA

4. Feasibility Consultant ($30k) ARPA

5. Planning Consulting Firm ($30-$50k) ARPA
7

Goal 1 - Develop newsletter
Goal 2 - Expand use of social
media
Goal 3 - Use effective/quality
translation services
Goal 4 – Develop branding
and image for City of Bell
Target 2 -
Communications/Image/
Outreach
8

Target 2 -
Communications/Image/Outreach
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 1 - Develop
newsletter
Community
Services/City
Manager's
Office
Research Phase Winter 2024 $15k (ARPA)
Goal 2 - Expand use
of social media
Community
Services
Tik Tok (X) Winter 2025 City Staff hours
Goal 3 - Use
effective/quality
Translation services
City Clerk's
Office
Research Phase Winter/Spring 2024 $10k (GF)
Goal 4 – Develop
branding and image
for City of Bell
Community
Development
Promote New Logo
and New Bell concept
January - March 2024 City Staff hours
9

Goal 1 – Increase parking
control
Goal 2 - Increase Code
Enforcement
Goal 3 - Increase public safety visibility to
include safe parks and walkways
Goal 4 - Engage seniors in
volunteerism
Goal 5 - Maintain a clean City
Target 3 - Quality of
Life
10 Goal 6 – Develop community
participation

Target 3 - Quality of Life
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 1 - Increase
parking control
Police
Department
Parking enforcement plan
best practices changes
recently developed and
are being implemented
Currently being implemented Additional Bell Parking Officer recently hired will augment parking
staff to increase productivity
Goal 2 - Increase Code
Enforcement
Police
Department
Community
Development
City Attorney
Office
City Manager created
working group ( PD, CDD &
City Attorney) to develop a
proactive and consistent
Code Enforcement Action
Plan and Strategies
Adopt New Ordinance(s)
-Compliance/Enforcement
-Fees
Implement Collection
Process for Delinquent Fees
December 2023 – February 2024
March/April 2024
January 2024
City Staff Hours
City Attorney Hours
Agreement with Collection Agency
(TBD costs)
Goal 3 - Increase public
safety visibility to include
safe parks and walkways
Police
Department
PD Admin is developing a
new Patrol Plan
incorporating focused
daily patrol with available
resources
Summer 2024 Additional 1-2 Police Officers will be
needed to allow for permanent
increased visibility ($200k) GF.

Goal 4 – Engage seniors
in volunteerism
Community
Services
Senior Surveys/OutreachOngoingCity Staff Hours
11

Target 3 - Quality of Life
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 5 - Maintain a
clean City
Public Works Assess existing in-house
maintenance programs
and contracts to make
adjustments.

Issue RFP for Landscape
Services on Right-of-Way
Purchase a woodchipper
and light weight dump
truck.

Develop weekly weed
abatement, tree trimming,
and bulky removal efforts
program.

Create a curb & address
painting program.

On-Going
March 2024
July 2025
July 2024
January 2025
City Staff
Addt’l PT Maint. Staff/Contractor
($50k) GF
Costs TBD
Woodchipper - $65k (ARPA/GF)
Dump Truck - $100k (ARPA/GF)
City Staff Hours
City Staff Hours
Goal 6 - Develop
community participation
Community
Services
Increase in event
volunteerism.

Develop a Youth Volunteer
Program.

In progress/On-Going
Summer 2024
City staff Hours
Part-time staff hours ($40k) GF
12

Goal 1 – Explore a sales tax
revenue measure
Goal 2 - Complete a Fee
Study (Infrastructure & LLMD’s)
Goal 3 - Address the City’s
CalPERS unfunded liability
Goal 4 - Evaluate sale of City-owned
properties and conduct revenue search to
enhance the City’s economic development
Goal 5 - Update the City’s finance
related policies including purchasing and
signature authority
Target 4 –
Budget/Revenues/Fiscal
Sustainability
13 Goal 6 – Expand the Police
Department’s shared services with
other neighboring communities
Goal 7 – Leverage partnerships
for funding opportunities

Target 4 – Budget/Revenues/Fiscal
Sustainability
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 1 - Explore a sales tax
revenue measure
Finance
Department
Council approved in
November 2023.

March 2024 Consultants to assistance with
outreach/education ($90K)ARPA
Goal 2 - Complete a Fee
Study (Infrastructure &
LLMD’s)
Finance
Department
Contract is approved with
ClearSource for User Fee
Study, and Willdan for DIF
study
May 2024 User Fee Study - $24,900 (ARPA)
DIF Study - $59,100 (ARPA)
Goal 3 - Address the City’s
CalPERS unfunded liability
Finance
Department
Human
Resources
Council approved formation
of a 115 and Pension Trust at
11/08/23 Council meeting
Jan 2024 – Initial Allocation
Annual Budget Process
$ 1 million Initial Deposit
Annual Budget Allocation (TBD)
Goal 4 – Evaluate sale of
City-owned properties
Conduct revenue search to
enhance the City’s
economic development
Community
Development
City Manager's
Office
Complete SLA process
Hire Consultant to assist with
Economic Development
strategy and plan
implementation
September 2024
Summer 2024
Costs included Goal#1 & Target #1
Econ Dev/Feasibility Consultant
($80k) ARPA
14

Target 4 – Budget/Revenues/Fiscal
Sustainability
Goals/Target#1 Department Action Items Time Frame Resources Needed Goal 5 - Update the
City’s finance related
policies including
purchasing and
signature authority
Finance
Department
Finance is currently
working on updating the
purchasing, travel &
training policies
July 2024 City Staff Hours
Financial Consultant ($25k) - ARPA
Goal 6 - Expand the
Police Department’s
shared services with
other neighboring
communities
Police
Department
City Manager's
Office
Bell PD is exploring Shared
Services Dispatch Model
Bell PD is exploring Shared
Services Jail services.

Bell PD is exploring Shared
Services Patrol Model
Ongoing Discussions Ongoing discussions with
assistance of City Manager and
Finance to provide best options for
City.

Goal 7 - Leverage
partnerships for funding
opportunities
All Departments
City Manager's
Office
Developing MOU’s and
cooperate partnerships
with Community partners,
vendors, service clubs,
clergy, and schools.

July 2025 City Staff Hours
15

Target 2/Goal 2: Expand use of social media
Target 2/Goal 3: Use effective/quality translation services Target 2/Goal 4: Develop branding and image for the city of Bell
Target 3/Goal 3: Increase public safety visibility to include safe parks and walkways.

Summary of Non-Prioritized Target 3/Goal 4: Engage seniors in volunteerism.

Goals (9 Total)
16 Target 3/Goal 5: Maintain a clean City.

Target 3/Goal 6: Develop community participation.

Target 4/Goal 6: Expand the Police Department’s shared
services with other neighboring communities.

Target 4/Goal 7: Leverage partnerships for funding
opportunities.

17 Questions?

01135.0020 2106527.10 1

SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this “Settlement Agreement”) dated as of April __, 2026 (“Agreement Date”), is made by and among Bell Palm Plaza Limited Partnership, a California limited partnership (“Bell Palm”), City of Bell, a charter city (“City”), and City of Bell as Successor Agency to the Bell Community Redevelopment Agency, a public entity (“Successor Agency”). Bell Palm, City and Successor Agency are sometimes individually referred to as a “Party” and collectively as the “Parties.” RECITALS:

A. In 1988, Bell Square Associates Limited Partnership, a California limited partnership (as predecessor-in-interest to Bell Palm) (“Bell Square”), and the City of Bell Community Redevelopment Agency (“CRA”) entered into that certain Disposition and Development Agreement dated September 12, 1988 (“DDA”) for the development of certain real property located at 6201-6391 Atlantic Avenue in the City of Bell, California as legally described in the DDA (“Property”) as previously amended, modified and supplemented including, without limitation, by that certain (i) First Amendment to Disposition and Development Agreement dated November 7, 1988; (ii) Second Amendment to Disposition and Development Agreement dated November 5, 1990; (iii) Settlement Agreement by and between the CRA and Bell Palm dated effective April 17, 1991; (iv) Second (sic) Implementation Agreement dated August 15, 1994, and (v) Side Letter dated October 17, 1995 (collectively, the “DDA Documents”).

B. The rights of Bell Square under the DDA Documents were subsequently transferred to Bell Palm.

C. The rights of CRA were transferred to the City of Bell as the CRA successor agency pursuant to the California redevelopment dissolution law.

D. The Property is currently developed as a retail center (“Center”).

E. The Center is subject to that certain Amended and Restated Reciprocal Easement Agreement and Covenants, Conditions and Restrictions dated January 26, 1999, executed by Bell Palm and the CRA (as the owner of Parcel 3) and recorded against the Center on January 26, 1999 as Instrument No. 99-0126120 (“CC&Rs”) in the Official Records of Los Angeles County (“Official Records”).

F. Currently Bell Palm owns the portion of the Center as legally described in Exhibit A (“Bell Palm Property”). Parcel 3 of the Center which was previously owned by CRA and legally described on Exhibit B (“Lihan Property”) is currently owned by Lihan 101 International, Inc., a California corporation (“Lihan”).

G. Bell Palm has alleged that City inappropriately granted permits to Lihan for uses of the Lihan Property which Bell Palm asserts violated the CC&Rs (“City Claim”).

H. The Parties have agreed to, among other things, to the termination of the DDA Documents, payment of a sum to City, waiver of the City Claim, and other matters set forth herein.

01135.0020 2106527.10 2
AGREEMENT:

NOW, THEREFORE, incorporating the foregoing recitals, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Agreement Effective Date. This Agreement shall be deemed effective upon the execution by the Parties after the approval of same by both (i) City Council on behalf of City, and (ii) the Board of the Successor Agency on behalf of the Successor Agency (“Agreement Effective Date”).

2. Term. The term of this Agreement shall commence on the Agreement Effective Date (as defined in Section 1) and shall automatically terminate if the Settlement Effective Date (as defined in Section 3.1 below) does not occur on or before ten (10) days from the Agreement Effective Date (“Term”) unless extended by mutual written agreement of all the Parties.

3. Settlement.

3.1 Settlement Effective Date. Prior to expiration of the Term, the Parties will exchange the documents and funds as specified in Section 3.2 at a meeting mutually agreed to (“Settlement Effective Date”).

3.2 Settlement Terms. The Parties shall exchange the following on the Settlement Effective Date:
(i) Bell Palm will pay to City the sum of Six Hundred Thousand Dollars ($600,000) (“Payment”).
(ii) Successor Agency will execute, acknowledge and deliver to Bell Palm the Memorandum of Termination of DDA in the form attached as Exhibit C (“Termination Memorandum”) and Bell Palm shall have the right to record same in the Official Records.

As of the Settlement Effective Date (a) the City Claim is automatically terminated and waived by Bell Palm; and (b) the DDA is automatically terminated by the Parties.

3.3 Drive-Thru Restaurant on Parcel 5. Bell Palm may submit an application for a conditional use permit (“CUP”) for Parcel 5 of the Bell Palm Property to authorize a drive-through restaurant. City staff agrees to reasonably cooperate in a timely and good faith manner to process such CUP application in accordance with the provisions of the Bell Municipal Code, in order to present such CUP application to the City Council for a public hearing and determination. Bell Palm understands and agrees that it shall have sole responsibility to pursue and obtain any and all necessary environmental approvals pursuant to CEQA at its sole cost and expense. Bell Palm further understands and agrees that this Agreement does not constitute any project approval or other approval by City and that all CEQA and project entitlement approvals are subject to the City’s sole and absolute discretion in the exercise of its police powers and assumes the risk of not obtaining such entitlements or project approvals, including a CUP. Nothing in this Agreement shall commit the City to exercise its discretionary powers in any particular manner. Exercise of the City’s discretionary approval powers shall not be deemed a breach of the covenant of good faith and fair dealing by City under this Agreement. This Section 3.3 shall survive the Settlement Effective Date.

01135.0020 2106527.10 3

3.4 Parking. City agrees (i) it shall not change its existing determination (as of the Settlement Effective Date) regarding the calculation of the total number of parking spaces required for the building on the Lihan Property (“Lihan Building”); and (ii) that for the purpose of determining the parking requirements for the Center: (a) City has determined that all existing uses in the Lihan Building qualify as “general retail”, not restaurant uses, for purposes of calculating a total parking count for the Center; and (b) City will deem and treat the existing Lihan Building as a single-tenant building without any exterior improvements (e.g., a patio). This Section 3.4 shall survive the Settlement Effective Date.

3.5 Notification of Transfer. As an accommodation to City, Bell Palm agrees to notify City in writing at least ten (10) days prior to transfer of the Bell Palm Property.

Nothing in this Section shall imply that City has the right to delay the transfer; and/or approve the transfer or any transferee. This Section 3.5 shall survive the Settlement Effective Date

3.6 Maintenance Covenant. As consideration to City for this Agreement, Bell Palm, as Managing Owner (as defined in the CC&Rs) agrees to maintain the Common Areas of the Center in accordance with Section 4.1 of the CC&Rs. This provision shall only apply as long as Bell Palm is the Managing Owner (as defined in the CC&Rs). This Section 3.6 shall survive the Settlement Effective Date.

4. Release of Liability.

4.1 Release of DDA Documents. As of the Settlement Effective Date, Bell Palm, and its respective agents, employees, representatives, officers, directors, shareholders, joint venturers, managers, members, affiliates, partners, heirs, successors, affiliates, predecessors, entities that Bell Palm owns or manages, and entities under common ownership or control, including, but not limited, to AJ Watt Enterprises, Inc., a California corporation, Bell Square Associates Limited Partnership, a California limited partnership, and each of their respective attorneys and assigns (“Bell Palm Release Group”) shall be fully and unconditionally released and discharged from all obligations arising from the provisions of the DDA Documents. As of the Settlement Effective Date, Successor Agency agrees to release the Bell Palm Release Group from the DDA Documents. This Agreement shall fully and finally settle, all demands, charges, claims, accounts or causes of action of any nature, including, without limitation, both known and unknown claims and causes of action which Successor Agency had or now has or hereafter can, shall, or may have against the Bell Palm Release Group arising out of or in connection with the DDA Documents. Successor Agency and Bell Palm intend for the foregoing release to be a full and final accord and satisfaction and release of each and every claim or cause of action that Successor Agency may have against Bell Palm in connection with the released matters, except for those claims arising out of a breach of this Agreement.

4.2. Release of City Claim. As of the Settlement Effective Date, Bell Palm shall fully and unconditionally release and discharge City for all matters arising from the City Claim.

This Agreement shall fully and finally settle, all demands, charges, claims, accounts or causes of action of any nature, including, without limitation, both known and unknown claims and causes of action which Bell Palm or Bell Palm Release Group had or now has or hereafter can, shall, or may have against City arising out of or in connection with the City Claim. City and Bell Palm intend for the foregoing release to be a full and final accord and satisfaction and release of each and every claim or cause of action that Bell Palm may have against City in connection with said released matters, except for those claims arising out of a breach of this Agreement.

01135.0020 2106527.10 4

4.3 General Release. In further consideration of this intention, as of the Settlement Effective Date, Bell Palm, City and Successor Agency (with respect to the applicable releases in Section 4.1 and 4.2 above) each hereby waive the benefit of the provisions of California Civil Code Section 1542, and any similar of analogous statute from another state which may be applicable. Section 1542 of the California Civil Code currently provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,

AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

4. Miscellaneous.

4.1 Attorneys’ Fees. Should any dispute arise among the parties hereto or their legal representatives, successors, and assigns concerning any provision of this Agreement or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to recover reasonable attorneys’ fees and legal costs in connection with such dispute in the action or proceeding itself without the necessity for a cross-action by the prevailing party.

4.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California.

4.3 Authority. The parties represent that signatories are fully authorized to bind the respective party and are otherwise authorized to execute this Agreement.

4.4 Counterparts. This Agreement may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Agreement, and all such counterparts together shall constitute one and the same Agreement.

4.5 Successor and Assigns. This Agreement shall run with the land and be binding upon any future owners, successors, heirs or assignees.

4.6 Entire Agreement. It is understood that there are no oral or written agreements or representations among Parties hereto affecting this Agreement, and that this Agreement supersedes and cancels any and all previous negotiations, agreements and understandings, if any, made by or among the Parties with respect to the subject matter thereof, and none thereof shall be used to interpret, construe, supplement or contradict this Agreement.

All negotiations and oral agreements acceptable to the parties have been merged into and are included in this Agreement.

4.7 Exhibits. Exhibit A, B, and C attached hereto are incorporated herein by reference.
[SIGNATURES ON FOLLOWING PAGE]

01135.0020 2106527.10 5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Agreement Date.

BELL PALM: CITY:

BELL PALM PLAZA LIMITED PARTNERSHIP,
a California limited partnership
By: BELL SQUARE ASSOCIATES LIMITED
PARTNERSHIP, a California limited
partnership, its general partner
By: J S & W ASSOCIATES LIMITED
PARTNERSHIP, a California limited
partnership, its general partner
By: AJ WATT GROUP, LLC, a California
limited liability company, its general
partner
By: AJ WATT ENTERPRISES, INC.,
a California corporation, its
sole member and manager
By: _____________________
Audra Arbini,
Chief Executive Officer
By: _____________________
Andrew Arbini,
Secretary
CITY OF BELL, a California charter city
By: _______________________________
Ali Saleh, Mayor

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

ALESHIRE & WYNDER, LLP
By: ___________________________
Danny Aleshire, City Attorney
SUCCESSOR AGENCY:

CITY OF BELL AS SUCCESSOR

AGENCY TO THE BELL COMMUNITY
REDEVELOPMENT AGENCY, a public
entity
By: _______________________________
Ali Saleh, Board Chair

ATTEST:
_____________________________
Angela Bustamante, Agency Secretary
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: ___________________________
Danny Aleshire, Agency Counsel

01135.0020 2106527.10 1

EXHIBIT A

LEGAL DESCRIPTION OF BELL PALM PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BELL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

PARCELS 1, 2, 4, 5 AND 6 OF PARCEL MAP 20500, IN THE CITY OF BELL, AS PER MAP RECORDED IN BOOK 241, PAGES 87 AND 88 OF PARCEL MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA,

EXCEPT ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND,

TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE

THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND

PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID

LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY

PURPOSE OR PURPOSES WHATSOEVER, AS RESERVED IN DEED RECORDED OCTOBER 22, 1987, AS INSTRUMENT NO. 87-1694622 OF OFFICIAL RECORDS, AND VARIOUS INSTRUMENTS OF RECORDS.

PARCEL B:

NON-EXCLUSIVE EASEMENTS (I) FOR ACCESS, INGRESS AND EGRESS, BY

PEDESTRIAN AND VEHICULAR TRAFFIC, UPON THE PARKING AREAS, SIDEWALKS,

WALKWAYS AND ROADWAYS, INCLUDING ALL INTERIOR CIRCULATION ROADWAYS CONSISTING PARCEL 3; AND (II) TO PARK AUTOMOBILES AND OTHER VEHICLES IN AND ON ALL SPACE ON PARCELS 1 AND 3 DESIGNATED TO ACCOMMODATE THE PARKING OF AUTOMOBILES AND OTHER VEHICLES; SAID PARCELS 1 AND 3 BEING SHOWN ON PARCEL MAP NO. 20500, IN THE AN OF BELL, AS PER MAP FILED IN BOOK 241, PAGES 87 AND 88 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER

OF SAID COUNTY, UPON THE TERMS, COVENANTS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN DOCUMENT ENTITLED, "CONVEYANCE OF TEMPORARY RECIPROCAL EASEMENTS" RECORDED APRIL 30, 1991, AS INSTRUMENT NO. 91- 622007, AND PER AN AMENDED AND RESTATED RECIPROCAL EASEMENT AGREEMENT AND COVENANTS AND RESTRICTIONS RECORDED JANUARY 26, 1999, AS INSTRUMENT NO. 99-12620, BOTH OF OFFICIAL RECORDS.

01135.0020 2106527.10 1

EXHIBIT B

LEGAL DESCRIPTION OF LIHAN PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BELL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL 3 OF THE PARCEL MAP NO. 20500, IN THE CITY OF BELL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 241 PAGES 87 AND 88

OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY

MEMORANDUM OF TERMINATION OF DISPOSITION AND DEVELOPMENT AGREEMENT

02604-02525/6018147.4
1 EXHIBIT C

MEMORANDUM OF TERMINATION OF DDA

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

Greenberg Glusker Claman
Machtinger & Fields LLP
2049 Century Park East, Suite 2600
Los Angeles, California 90067
Attn: Barry Edwards, Esq.

APNs: 6317-018-400, 6317-018-401, 6317-018-402, Space above this line for Recorder’s use 6317-018-403, 6317-018-406 and 6317-018-407

MEMORANDUM OF TERMINATION OF

DISPOSITION AND DEVELOPMENT AGREEMENT
This Memorandum of Termination of Disposition and Development Agreement is made as of ________, 2026 by and between Bell Palm Plaza Limited Partnership, a California limited partnership (“Bell Palm”) and the City of Bell as Successor Agency to the Bell Community Redevelopment Agency, a public entity (“Successor Agency”).

RECITALS:

A. In 1988, Bell Square Associates Limited Partnership, a California limited partnership (“Bell Square”), and the City of Bell Community Redevelopment Agency (“CRA”) entered into that certain Disposition and Development Agreement dated September 12, 1988 (“DDA”) for the development of certain real property located on Atlantic Avenue, in the City of Bell, California as legally described on Exhibit A attached hereto (“Property”) as may have been amended, modified and supplemented including, without limitation, by that certain (i) First Amendment to Disposition and Development Agreement dated November 7, 1988; (ii) Second Amendment to Disposition and Development Agreement dated November 5, 1990; (iii) Settlement Agreement by and between the CRA and Bell Palm dated effective April 17, 1991; (iv) Second (sic) Implementation Agreement dated August 15, 1994, and (v) Side Letter dated October 17, 1995 (collectively the “DDA Documents”).

B. The rights of Bell Square under the DDA Documents were subsequently transferred to Bell Palm.

C. The rights of CRA were transferred to the City of Bell to act as its successor agency pursuant to California law.

D. Bell Palm and Successor Agency have entered into that certain Settlement Agreement with respect to the Property which includes the termination of the DDA Documents as evidenced by this Memorandum.

AGREEMENT:

1. Notice of Termination. Bell Palm and Successor Agency hereby agree and give actual and constructive notice to all persons that the DDA Documents have been terminated as

02604-02525/6018147.4
2 to the Property effective as of the date of recordation of this Memorandum.

2. Miscellaneous. The parties hereto acknowledge and agree that the Recitals set forth above are true and correct and by this reference are incorporated herein. This Memorandum may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Memorandum, and all such counterparts together shall constitute one and the same Memorandum.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE(S)]

02604-02525/6018147.4
1 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date specified above.

BELL PALM: SUCCESSOR AGENCY:

CITY OF BELL AS SUCCESSOR

AGENCY TO THE BELL COMMUNITY
REDEVELOPMENT AGENCY, a public
entity
By: _______________________________
Ali Saleh, Board Chair

_________________, 2026
ATTEST:
_____________________________
Angela Bustamante, Agency Secretary
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By: __________________________
Danny Aleshire, Agency Counsel

BELL PALM PLAZA LIMITED PARTNERSHIP,
a California limited partnership
By: BELL SQUARE ASSOCIATES LIMITED
PARTNERSHIP, a California limited
partnership
General Partner
By: J S & W ASSOCIATES LIMITED
PARTNERSHIP, a California limited
partnership
General Partner
By: AJ WATT GROUP, LLC, a California
limited liability company
General Partner
By: AJ WATT ENTERPRISES, INC.,
a California corporation
Its sole member and manager
By: _____________________
Audra Arbini,
Chief Executive Officer
By: _____________________
Andrew Arbini,
Secretary
Not to be executed until closing
Not to be executed until
closing

02604-02525/6018147.4
1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF ____________________ )
) ss
COUNTY OF _____________________ )
On ____________________, 2026 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

02604-02525/6018147.4
1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF ____________________ )
) ss
COUNTY OF _____________________ )
On ____________________, 2026 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

02604-02525/6018147.4
1 EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BELL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

PARCELS 1, 2, 3, 4, 5 AND 6 OF PARCEL MAP 20500, IN THE CITY OF BELL, AS PER MAP RECORDED IN BOOK 241, PAGES 87 AND 88 OF PARCEL MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA,

EXCEPT ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND,

TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE

THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND

PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID

LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY

PURPOSE OR PURPOSES WHATSOEVER, AS RESERVED IN DEED RECORDED OCTOBER 22, 1987, AS INSTRUMENT NO. 87-1694622 OF OFFICIAL RECORDS, AND VARIOUS INSTRUMENTS OF RECORDS.

PARCEL B:

NON-EXCLUSIVE EASEMENTS (I) FOR ACCESS, INGRESS AND EGRESS, BY

PEDESTRIAN AND VEHICULAR TRAFFIC, UPON THE PARKING AREAS, SIDEWALKS,

WALKWAYS AND ROADWAYS, INCLUDING ALL INTERIOR CIRCULATION ROADWAYS CONSISTING PARCEL 3; AND (II) TO PARK AUTOMOBILES AND OTHER VEHICLES IN AND ON ALL SPACE ON PARCELS 1 AND 3 DESIGNATED TO ACCOMMODATE THE PARKING OF AUTOMOBILES AND OTHER VEHICLES; SAID PARCELS 1 AND 3 BEING SHOWN ON PARCEL MAP NO. 20500, IN THE AN OF BELL, AS PER MAP FILED IN BOOK 241, PAGES 87 AND 88 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER

OF SAID COUNTY, UPON THE TERMS, COVENANTS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN DOCUMENT ENTITLED, "CONVEYANCE OF TEMPORARY RECIPROCAL EASEMENTS" RECORDED APRIL 30, 1991, AS INSTRUMENT NO. 91- 622007, AND PER AN AMENDED AND RESTATED RECIPROCAL EASEMENT AGREEMENT AND COVENANTS AND RESTRICTIONS RECORDED JANUARY 26, 1999, AS INSTRUMENT NO. 99-12620, BOTH OF OFFICIAL RECORDS.

1 CONTRACT SERVICES AGREEMENT
By and Between

CITY OF BELL
and
ONYX PAVING COMPANY, INC.

AGREEMENT FOR CONTRACT SERVICES
BETWEEN CITY OF BELL AND ONYX PAVING COMPANY, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ______ day of _____, 2026, by and between the City of Bell, a California charter city (“City”), and Onyx Paving Company, Inc., a California corporation (“Contractor). The City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

RECITALS
A. Pursuant to Section 3.12.120 of the City of Bell Municipal Code, the City may waive competitive bidding requirements and may authorize a negotiated contract when competitive bidding is impossible, impractical, undesirable, or unlikely to produce an advantage or other useful result.

B. The City sought the performance of the services defined and described particularly in Article 1 of this Agreement.

C. Contractor, following submission or a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City for perform those services.

D. Pursuant to City of Bell Municipal Code, the City has authority to enter into and execute this Agreement.

E. The City desires to retain the Contractor to perform such services, and the Contractor represents that it is qualified and willing to perform the services defined and described particularly in Article 1 of this Agreement and desires that the terms of that performance be as particularly defined and described herein.

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

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

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

As a material inducement to the City of Bell entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform

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

1.2 Contractor’s Proposal.

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

1.3 Compliance with Law.

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

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.

3 (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will

4 comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

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

1.6 Familiarity with Work.

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

1.7 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by the City, except such losses or damages as may be caused by the City’s own negligence.

5 1.8 Further Responsibilities of Parties.

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

1.9 Additional Services.

The City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the board of the City. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. The City may in its sole and absolute discretion have similar work done by other Contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, The City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Fifty Thousand Dollars ($50,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

6 2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the Housing Authority. Coordination of the performance of the work with the Housing Authority is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to the City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by the City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice the City for any duplicate services performed by more than one person.

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

2.5 Waiver.

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

7 ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

8 Jay Kirschner Vice President
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for the City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of the City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify the City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

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

4.3 Contract Officer.

The City’s Contract Officer shall be Rita Montalvo, or their designee. It shall be the Contractor’s responsibility to ensure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by the City to the Contract Officer. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. The City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an

9 independent contractor of the City and shall remain at all times as to the City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the City. The City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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

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

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

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

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

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:

13 (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to the City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of the City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three

14 (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to the City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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

6.3 Ownership of Documents.

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

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

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer.

15 (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives the City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify the City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. The City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with The City and to provide the City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

7.2 Disputes; Default.

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

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give

16 notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Contractor hereby authorizes the City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate the City for any losses, costs, liabilities, or damages suffered by the City, and (ii) all amounts for which The City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, the City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim.

The failure of the City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect the City as elsewhere provided herein.

7.4 Waiver.

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

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

17 7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Contractor.

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

7.9 Attorneys’ Fees.

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

18 ARTICLE 8. THE CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of The City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against the City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse the City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by The City.

19 ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the attention of the Contract Officer, City of Bell, 6330 Pine Avenue, Bell, California 90201 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

9.5 Severability.

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

20 9.6 Warranty & Representation of Non-Collusion.

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

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

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

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

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

CITY:

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

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Danny Aleshire, City Attorney

CONTRACTOR:

ONYX PAVING COMPANY, INC., a
California corporation
By:

Name: Jay Kirschner
Title: Vice President
By:

Name: Corey Kirschner
Title: CEO/President
Address: 27707 La Palma Ave.

Yorba Linda, CA 92887
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01135.0001 2115124.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2026, before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

EXHIBIT “A”

SCOPE OF SERVICES
I. Contractor shall perform asphalt resurfacing services for a City-owned parking lot located at 7109 Walker Avenue, Bell, CA 90210. The services shall include all labor, supervision, equipment, tools, materials, and incidentals necessary to complete the work described herein in accordance with applicable building codes, and safety standards.

II. The work shall consist of the following items:

A. Single Mobilization and Traffic Control, including Arrowboard and Traffic Lane Closure for Import/Export
B. Clear and Grubbing of Existing Lot Dirt and Debris
C. Place 2 inches of AC Paving in 1 Lift
D. Striping and Wheel Stops
E. Full Depth Removal and Replacement of Sunken Areas, approx. 20 square feet III. All work is subject to review and acceptance by the City and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by the City.

EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
None.

EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform the following tasks, as further described in Exhibit “A” at the following rates:

TASKS SUB
BUDGET
A. Single Mobilization and Traffic Control, including Arrowboard and Traffic Lane Closure for Import/Export $3,000
B. Clear and Grubbing of Existing Lot Dirt and Debris $6,000 C. Place 2 inches of AC Paving in 1 Lift $33,000
D. Striping and Wheel Stops
$3,500
E. Full Depth Removal and Replacement of Sunken Areas Approx. 20 Square Feet
$4,500
TOTAL $50,000
III. The City will compensate the Contractor for the services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all materials, equipment, and work properly charged to the services.

IV. The total compensation for the services described in Exhibit A shall not exceed $50,000 per Section 2.1 of this Agreement.

EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all services timely, in accordance with a project schedule approved by the Contract Officer. The services are estimated to be completed within approximately two weeks from the date of this Agreement.

II. Contractor shall deliver the following tangible work products to the City as directed by the Contract Officer.

A. Progress updates and documentation of repair activities and associated costs upon request of the City.

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