Agenda packet — Bell Gardens City Council, September 12, 2022 (part 1 of 2)

CITY OF BELL GARDENS
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CITY COUNCIL

REGULAR MEETING
MONDAY, SEPTEMBER 12, 2022, 6:00 PM
AGENDA
0 On March 4, 2020, Governor Newsom proclaimed a State of Emergency in California as a result of the threat of COVID-19. On September 16, 2021, Governor Newsom signed Assembly Bill 361 ("AB 361"), which was effective immediately and amends Government Code section 54953 to allow a local legislative body to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to observe and to address the local legislative body. Pursuant to AB 361, please be advised that members of the Bell Gardens City Council may participate in meetings telephonically. The public may view the meeting and participate in public remotely.

ACCESSIBILITY: If requested, the agenda and backup materials will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. Any person who requires a disability-related modification or accommodation, in order to observe and/or offer public comment may request such reasonable modification, accommodation, aid, or service by contacting the City Clerk's office by telephone at 562-806-7704 or via email to [email protected] no later than one (1) hour before the scheduled meeting.

CALL TO ORDER

ROLL CALL OF CITY COUNCIL MEMBERS
Marco Barcena, Council Member
Alejandra Cortez, Council Member
Lisseth Flores-Franco, Council Member
Jorgel Chavez, Mayor Pro Tern
Maria Pulido, Mayor

PRESENTATIONS
• LOS ANGELES HOMELESS SERVICES AUTHORITY (LAHSA) PRESENTATION • RECOGNITION TO VIDA SANA FITNESS GROUP: MARTHAT. BELTRAN, MARIA DEL

ROSARIO GARCIA SOLORZANO,AND ARACELY MARTINEZ
• PROCLAMATION IN HONOR HISPANIC HERITAGE MONTH
• RECOGNITION TO EL CHILITO RESTAURANT
PUBLIC HEARING (Item No. 1)

1. APPROVAL OF PROPOSED ELECTRONIC BILLBOARD LEASE AND RELOCATION 1 AGREEMENT
Lease and Relocation Agreement between the City of Bell Gardens and OutFront Media, LLC and approval of a new electronic billboard on city-owned property adjacent to Julia Asmus Park on the corner of Shull Street and Jaboneria Road.

Recommendation:

It is staff recommendation that the City Council:

1. Conduct a public hearing and receive public testimony;

2. Adopt the attached resolution finding that the lease of a portion of city-owned property conforms to the City of Bell Gardens ("City") General Plan and that the electronic billboard lease ("Billboard Lease and Relocation Agreement") satisfies all the findings required under Bell Gardens Municipal Code Section ("BGMC")9.40.065; and

3. Approve the Billboard Lease (Exhibit 2) by and between the City and Outfront Media, LLC ("OutFront") authorizing the City Manager to execute the Billboard Lease and Relocation Agreement on behalf of the City.

PUBLIC COMMENTS ONAGENDAITEMS ONLY
(Three minutes per person)
PUBLIC PARTICIPATION: Pursuant to Government Code Section 54953, recently amended by AB 361,and given the current health concerns, members of the public can access meetings live at https://www.bellgardens.org/i-want-to/watch-city- council-meetings . Members of the public may participate via Zoom by clicking on the City Council's Meeting Calendar on the website. (Be sure to download the Zoom App), the meeting ID is: 813 3236 4343 and the Passcode is: 2021. Comments may also be made via the zoom app by using the "Raise Hand" feature on the zoom app,when it is your turn to speak the host will unmute you. Live comments may also be made by call-in users on zoom by dialing (669)900-9128, when prompted enter the Webinar ID:813 3236 4343#, followed by Passcode: *2021#. During the public comments press *9, when it is your turn to speak, the user will need to dial *6 to unmute. Comments will not be accepted in the QandA/Chat function of the zoom app.

Members of the public may also submit comments electronically for consideration by the City Council by sending them to [email protected]. To ensure distribution to the members of the City Council prior to consideration of the agenda, please submit comments no later than one (1) hour prior to the meeting. Those comments, as well as any comments received after, will be distributed to the members of the City Council and will be made part of the official public record of the meeting.Contact the City Clerk's office at 562-806-7704 or the receptionist's desk at 562-806-7700 for any questions.

CITY MANAGER'S REPORT
CONSENT CALENDAR (Item Nos. 2 - 11)
All matters listed under the Consent Calendar are considered to be routine and can be acted on by one roll call�,ote. There will be no separate discussion of these items unless members of the Successor Agency request specific items to be remowd from the Consent Calendar for separate action. Items called for separate discussion will be heard as the next order of business

2. GENERAL MOTION TO WAIVE FULL READING AND APPROVE ORDINANCES BY TITLE ONLY PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 36934 In order to expedite the conduct of business at City Council meetings, California State Law (California Government Code Section 36934) allows Ordinances to be read by title if a majority of the legislative body supports the motion to waive the full reading.

Recommendation:

It is staff recommendation that the City Council approve a general motion to waive full reading and 2 approve Ordinances by title only pursuant to California Government Code Section 36934.

3. WARRANT REGISTERS AND WIRE TRANSFERS
In approving the action of receiving and filing the warrant registers, the official minutes of the Bell Gardens City Council should state that each individual member of the City Council is not voting on, influencing the outcome of, or participating in approving, accepting, receiving or filing any warrant which bears the name of the same council member, or pays for any costs or expenses, or otherwise benefits the same named council member. Each council member will not be participating, influencing or voting on any such warrant bearing their name or which benefits the same named council member, but with that exception is voting in favor of receiving and filing all other warrants contained in this report, unless otherwise noted on the record at the time of the approval of the action required by this report.

Recommendation:

It is staff's recommendation that the City Council receive and file the warrant registers, wire transfers, and net payrolls dated 07/28/22, 08/02/22, 08/09/22, 08/11/22, 08/15/22, 08/16/22 and 08/23/22.

4. APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH TIERRA WEST

ADVISORS FOR ADMINISTRATION OF THE DTSC EQUITABLE COMMUNITY REVITALIZATION GRANT (ECRG) FOR 5600-5636 SHULL STREET (FORMER BERK OIL SITE
City Council approval of Professional Services Agreement (PSA) with Tierra West Advisors for Administration of the Equitable Community Revitalization Grant (ECRG) for 5600-5636 Shull Street /former Berk Oil Site. Consultant would coordinate between the parties involved, including DTSC, Water Board, City of Bell Gardens and Contractors; oversee invoicing and budget management; submit quarterly reports to DTSC; oversee ECRG commitments; oversee community engagement; and track permits and approvals, as it relates to the 5600-5636 Shull Street site.

Recommendation:

It is staff's recommendation that the City Council adopt the attached resolution and approve a Professional Services Agreement with Tierra West Advisors for administration of ECRG awarded by the State Department of Toxic Substances Control (DTSC) for 5600-5636 Shull Street / Former Berk Oil Site.

5. APPROVAL OF AGREEMENT WITH FOLSOM LAKE FORD FOR THE PURCHASE OF TWO (2) PATROL VEHICLES AND EQUIPMENT REPLACEMENT
The Bell Gardens Police Department utilizes marked black and white vehicles to perform patrol operations throughout the City of Bell Gardens. After a thorough analysis of the fleet, staff recognized a need to replace two (2) patrol vehicles to maintain reliability and safety of the fleet.

These patrol vehicles will replace the four (4) vehicles that were recently removed from the fleet due to high miles, engine problems, and outdated vehicle safety features.

Recommendation:

It is staff's recommendation that the City Council approve the attached agreement and resolution authorizing the purchase of two (2) new Ford Police Interceptor utility vehicles and related equipment for use by the police department. The request for approval for retrofitting these vehicles 3 and new equipment purchase will be addressed at a future Council Meeting.

6. CONSIDERATION AND APPROVAL OF A 30-DAY RESOLUTION REGARDING THE

CONDUCT OF TELECONFERENCED MEETINGS OF THE CITY COUNCIL AND OTHER

CITY BODIES UNDER THE MODIFIED RULES SET FORTH UNDER GOVERNMENT CODE SECTION 54953(E)
AB 361 was signed in to law on September 16, 2021, and immediately went into effect, authorizing local government bodies continue to meet remotely contingent on their compliance of the newly amended Government Code Section 54953.

In compliance with the modified rules set forth under Government Code Section 54953(e), the City Council is requested to reconsider the circumstances regarding the previously approved 30-day resolution authorizing teleconferenced meetings of the City Council and all other city bodies and either extend the authorization or terminate.

Recommendation:

It is staff's recommendation that the City Council adopt or approve the attached Resolution permitting the City conduct public meetings virtually for all public bodies subject to the Brown Act in accordance with the requirements of AB 361, which will require reauthorization every thirty (30) days.

7. APPROVAL OF AGREEMENT FOR SIDEWALK INSPECTION SERVICES The City of Bell Gardens maintains approximately 85 miles of sidewalk, which need to be inspected on a regular basis to identify trip hazards. Asa member agency of the CJ PIA and under Section 3.04.100(E) of the Bell Gardens Municipal Code, the City may utilize the JPIA's master services agreement and award a contract to Precision Concrete Cutting for the inspection of sidewalks citywide, for an annual total cost of$33,069. This will include the inspection of sidewalks, providing an inspection report that includes locations, description of each hazard, and recommended action. The term of the contract is for one year for a maximum of two (2) additional one-year extension terms. If approved, the sidewalk inspections will begin by October 2022 and anticipate completion by April 2023.

Recommendation:

It is staff's recommendation that the City Council by motion:

1. Adopt the attached Resolution; and

2. Approve a contract with Precision Concrete Cutting (PCC) for the inspection of sidewalks citywide for an annual amount of $33,069.

8. APPROVAL OF CLASS SPECIFICATION FORASSISTANT TO THE CITY MANAGER Approval of Class Specification for the position of Assistant to the City Manager and Reclassification of Senior Management Analyst.

Recommendation:

It is staff's recommendation that the City Council, by motion, approve the attached Resolution to amend the City's class plan and adopt the job specification for Assistant to the City Manager. 4 9. JULY2022 TREASURER'S REPORT
The Treasurer's Report is a list of cash, investment portfolio and restricted bond cash held by the City.

Recommendation:

It is recommended that the City Council receive, approve, and file the July 2022 Treasurer's Report.

10. SECOND READING AND APPROVAL OF ORDINANCE NO. 925 ESTABLISHING RENT

STABILIZATION AND TENANT EVICTION PROTECTIONS IN THE CITY OF BELL

GARDENS
Approval of Ordinance No. 925 inclusive of modifications approved at first reading.

Recommendation:

It is staff's recommendation that the City Council conduct the second reading and approve Ordinance No. 925 inclusive of modifications approved at first reading.

11. CLAIM REJECTION
A claim was filed with the City by Alma Leticia Ahumada and Carlos Lazo. Staff directed the claims to the City's general liability claims administrator Carl Warren & Company for processing, review, and investigation. Following the investigation, Carl Warren & Company and City staff determined that the City is not liable for the claims.

Recommendation:

It is staff's recommendation that the City Council reject the following claims and the claimants and/or their representatives be notified:
• Alma Leticia Ahumada v. City of Bell Gardens (DOE 3/15/2022; DOR 8/1/2022) • Carlos Lazo v. City of Bell Gardens (DOE 5/14/2022; DOR 5/19/2022) The City's general liability claims administrator, Carl Warren & Company, recommends that these claims be rejected. The claimants, subject to certain exceptions, shall have up to six (6) months to file a court action subsequent to the City Council's rejection.

DISCUSSION (Item Nos. 12 - 13)

12. LOCAL COMMISSIONS APPOINTMENT LIST
The Local Commissions Appointments List outlines the City of Bell Gardens Commissions and Commissioners. Per the Bell Gardens Municipal Code, City Commissions consist of Bell Gardens residents appointed by each member of the City Council. Council Members may remove commissioners during any regular City Council meeting and may appoint commissioners following 10 working days after the posting of the vacancy notice.

Recommendation:

It is staff's recommendation that the City Council review the Commissions Appointments List and 5 by motion, remove commissioners and/or make appointments to the posted vacancies.

13. DISCUSSION ON NARCOTICS ENFORCEMENT/STATISTICS AND BGPD'S NARCAN

PROGRAM
Over the past several months The Bell Gardens Police Department has seen an increase in narcotic related crimes and overdoses. The Bell Gardens Police Department continues to be proactive in the area of narcotic enforcement, drug seizures, implementing new programs to care for those who sell, purchase and fall victim to dangerous drugs.

Recommendation:

It is staff's recommendation that the City Council by motion receive and file this report.

PUBLIC COMMENTS ON NON-AGENDA ITEMS UNDER THE SUBJECT MATTER

JURISDICTION OF THE CITY COUNCIL
(Three minutes per person)
PUBLIC PARTICIPATION: Pursuant to Government Code Section 54953, recently amended by AB 361,and given the current health concerns, members of the public can access meetings live at https://www.bellgardens.org/i-want-to/watch-city- council-meetings . Members of the public may participate via Zoom by clicking on the City Council's Meeting Calendar on the website. (Be sure to download the Zoom App), the meeting ID is: 813 3236 4343 and the Passcode is: 2021. Comments may also be made via the zoom app by using the "Raise Hand" feature on the zoom app,when it is your turn to speak the host will unmute you. Live comments may also be made by call-in users on zoom by dialing (669)900-9128, when prompted enter the Webinar ID:813 3236 4343#, followed by Passcode: *2021#. During the public comments press *9, when it is your turn to speak, the user will need to dial *6 to unmute. Comments will not be accepted in the QandA/Chat function of the zoom app.

CITY COUNCIL MEMBER COMMENTS

ADJOURNMENT
Posted by: Daisy Gomez, City Clerk Date: September 8, 2022 6 CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
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AG E N DA RE P O RT
Item 1.

TO: Honorable Mayor and City Council Members
FROM: Michael B O'Kelly
BY: Gustavo Romo, Director of Community Development SUBJECT: APPROVAL OF PROPOSED ELECTRONIC BILLBOARD LEASE AND RELOCATION

AGREEMENT
DATE: September 12, 2022
RECOMMENDATION:

It is staff recommendation that the City Council:

1. Conduct a public hearing and receive public testimony;

2. Adopt the attached resolution finding that the lease of a portion of city-owned property conforms to the City of Bell Gardens ("City') General Plan and that the electronic billboard lease ("Billboard Lease and Relocation Agreement") satisfies all the findings required under Bell Gardens Municipal Code Section ("BGMC")

9.40.065; and

BACKGROUND/DISCUSSION:

On February 2017, City staff issued a request for proposals ("RFP") to solicit bids from billboard advertising companies. Staff confidently selected OutFront Media, LLC based on the strong economic projections and their ability to meet the strict Caltrans permit requirements. Since concluding the RFP process, OutFront Media was successful in developing an electronic billboard on other city-owned property off Clara Street and the 1-710 Freeway, which is currently operational.

Staff has been in further negotiations with OutFront Media for the development of the additional electronic billboard ("Billboard") on the Subject Site being presented as part of this agenda report. This was made possible due to the adoption of a Billboard Overlay District the City Council approved several years ago to allow two billboards along the City's freeway frontage and the removal of two static billboards.

On February 14, 2022, the City Council adopted Ordinance No. 921, amending BGMC Section 9.40.065, to allow flexibility for electronic billboards closer than 150 feet to residential uses if the City Council makes finding regarding light trespass impacts. The amendment provides the City Council with the opportunity to review and approve electronic billboards that are proposed within 150 feet of a residential zone or use.

At a duly noticed public hearing on July 20, 2022, the Planning Commission adopted Resolution #PC 2022-09 (Exhibit 3), which found that the proposed lease of a portion of city-owned property located adjacent to the southwest corner of Shull Street and Jaboneria Road along the Interstate 710 freeway conformed to the City's General Plan and recommended approval of the proposed Billboard Lease and the new electronic billboard to the City Council.

During the Commissioner discussion Commissioner Leon indicated his preference to see the billboard revenue 7 used for park beautification, criminal activity deterrent and homelessness solutions. The City Council could, in its discretion in a separate action, direct staff to consider opportunities for park improvement.

The proposed Billboard site is a 2,819 square-foot portion of a city-owned property located adjacent to the southwest corner of Shull Street and Jaboneria Road ("Subject Site"). The Subject Site is adjacent to the 1-710 Freeway to the west, Julia Russ Asmus Park to the north, and a vacant 4.7-acre property at 5636 Shull Street to the south (Exhibit 4).

The proposed Billboard consists of two (2) 14-foot-wide by 48-foot-wide light-emitting diode ("LED") display screens, mounted on a 42-inch to 48-inch in diameter support pole with a 6-foot-wide pole cover surrounding the pole at a total of 36 square feet. The total maximum height of the proposed Billboard would be 65 feet as measured from the base of the support pole to the top of the LED display screens (Exhibit 5). The proposed LED display screens will be used for commercial advertisements and the illuminated background cabinet will be used to mount 14-inch-high blue acrylic letters that spell "BELL GARDENS" (Exhibit 6).

The proposed Billboard will be visible from the Interstate 710 Freeway and used by OutFront for commercial advertising. Under the terms of the proposed Billboard Lease, except for any advertising or messages displayed at the request of the City (subject to the terms of the Lease), all advertising to be displayed on the Billboard shall be strictly "commercial advertising." In addition to the general limitation on Billboard advertising to strictly commercial advertising, OutFront may NOT display any message that does the following:

1. Is inherently false, misleading, or libelous (i.e., speech that is incapable of being presented in a manner that is not misleading);

2. Promotes the sale or use of firearms, tobacco products, or marijuana, whether directly or indirectly;

3. Promotes the sale or use of alcoholic beverages unless approved in writing by the City Manager and not directed to minors in any manner;

4. Promotes gaming establishments located outside the City of Bell Gardens;

5. Promotes adult entertainment, products, conventions, events, orwebsites;

6. Contains "obscene matter," as that term is defined in local, California or federal law, including but not limited to any statements or words of an obscene, indecent, or immoral character, or any picture or illustration of any human figure in such detail as to offend public morals or decency or any other matter or thing of an obscene, indecent, or immoral character;

7. Contains language that presents a clear-and-present danger of causing riot, disorder, or other imminent threat to public safety, peace, or order; and/or

8. Promotes any product, service, or activity illegal under federal, state, or local law.

Under the terms of the Lease, the City would ground lease the Subject Site to OutFront for a period of ten (10)years with the option, upon written notice to renew the agreement for two periods of five (5) years. Each year, OutFront must pay the City a minimum annual guarantee ("MAG") rent in the initial amount of One Hundred and Forty- Thousand Dollars ($140,000) per year, starting on the date when the Billboard is operational. The amount of the MAG would increase as follows:

Term Rent
Years 1-5 $140,000 annually
Years 6-10 $154,000 annually
Years 11-15 $165,000 annually
Years 16-20 $185,000 annually
In addition to the MAG, OutFront would pay the City a revenue share of 40 percent of any annual net revenue for a 8 completed lease year in excess of the MAG. Additionally, OutFront would make a one-time payment to the City in the amount of $30,000 to reimburse the City for its costs associated with the preparation and review of the Billboard Lease.

The terms and conditions of the Billboard Lease and Relocation Agreement involves the removal of two existing legal non-conforming billboards located along the landscaped areas of the 1-710 Freeway near the Subject Site. The two existing legal non-conforming billboards consist of three faces total since one sign is double-sided, all with traditional, non-digital illumination that OutFront presently owns and operates. OutFront proposes to remove the two billboards in exchange for the construction and operation of the proposed electronic billboard on the Subject Site, in compliance with conditions imposed by Caltrans.

Prior to leasing the property and pursuant to Government Code Section 65402, the City Council must find that the lease of the portion of city-owned property located adjacent to the southwest corner of Shull Street and Jaboneria Road and along the Interstate 710 freeway conforms to the City of Bell Gardens General Plan.

The City's General Plan was adopted in 1995. The Subject Site is presently unused city-owned property formerly used as public right-of-way, adjacent to the R3 (High Density Residential), Al (Light Agricultural), and MPD (Manufacturing Planned Development) Zones, and the adjacent General Plan Land Use Designations are Low Density Residential, Industrial, and High Density Residential. Additionally, the Subject Site is immediately bordered by the Interstate 710 Freeway. The General Plan encourages the City to promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City. The installation of the proposed Electronic Billboard would not affect the public street access or the lands of any owner of property which abuts this portion of city-owned property, including the State of California or the City of Bell Gardens. The proposed use of the property would be maintained in accordance with the adopted General Plan and Zoning designations.

In addition, prior to the approval of the Billboard Lease and Relocation Agreement, the following findings shall be made by the City Council:

1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the general plan, this code, and any applicable specific plans;

2. The proposed installation site is compatible with the uses and structures on the site and in the surrounding areas;

3. The proposed electronic billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility;

4. The proposed electronic billboard would not interfere with on-site parking or landscaping required by city ordinance or permit;

5. The proposed electronic billboard would not otherwise result in a threat to the general health, safety, and welfare of city residents;

6. The proposed electronic billboard, in addition to its aesthetic treatment, provides public benefits that would not otherwise accrue to the public in the absence of its installation; and

7. It has been determined that artificial light and glare impacts of the proposed electronic billboard at less than 150 feet from a residential zone or residential use is not significantly greater than they would be at a distance of 150 feet, as demonstrated to the satisfaction of the City by a study of the particular site. 9 Based on the Billboard Lease and Relocation terms and conditions and the project scope and design outlined above, if approved, the above findings would be satisfied.

CONCLUSION:

Based on the findings of fact and evidence presented, staff is of the opinion that the proposed Billboard Lease and Billboard merit approval.

FISCAL IMPACT:

The operation of the new electronic billboard on the Premises by Outfront Media, LLC, will be at no cost or expense to the City under the terms of the subject Lease Agreement. In addition to the Minimum Annual Guarantee (MAG), which starts at $140,000 per year for the first 5 years, the City will receive a revenue share of 40% of any annual net revenue generated by the new electronic billboard in excess of the MAG. Over the course of the twenty-year lease term, the MAG (not including any potential revenue share amounts payable to the City) will generate $3,220,000 in revenue to the City.

ATTACHMENTS:

Exhibit 1 - Resolution No. 2022-91
Exhibit 2- Proposed Billboard Lease and Relocation Agreement Exhibit 3- Planning Commission Resolution #PC 2022-09
Exhibit 4- Vicinity Map
Exhibit 5-Architectural Plans
Exhibit 6- Proposed Billboard Elevation
Exhibit 7- Public Hearing Notice
APPROVED ELECTRONICALLY BY:

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL GARDENS,

CALIFORNIA, FINDING THAT THE LEASE OF CITY-OWNED PROPERTY

CONFORMS TO THE CITY OF BELL GARDENS GENERAL PLAN AND

APPROVING THE BILLBOARD LEASE AND RELOCATION AGREEMENT

THAT SATISFIES ALL OF THE FINDINGS UNDER BELL GARDENS MUNICIPAL CODE SECTION 9.40.065 BY AND BETWEEN THE CITY OF BELL GARDENS AND OUTFRONT MEDIA, LLC.

WHEREAS, the property owner, the City of Bell Gardens ("City"), is proposing to lease certain City-owned rights of way located immediately adjacent to the corner of Shull Street and Jaboneria Road and along the Interstate 710 freeway ("Subject Site); WHEREAS, the Subject Site is approximately 2,000 square feet and is located in the landscaped between Julia Russ Asmus Park and a vacant property at 5636 Shull Street and is presently zoned MPD (Manufacturing Planned Development) within the Electronic Billboard Overlay District (EBOD);
WHEREAS, the City issued a Request for Proposals seeking proposals from qualified companies to construct an electronic billboard for commercial advertising purposes; WHEREAS, OutFront Media, LLC submitted a formal proposal and staff was confident in selecting OutFront based on the strong economic projections and their ability to meet the strict Caltrans permit requirements;
WHEREAS, the City desires to enter into a billboard lease and relocation agreement with OutFront Media, LLC for construct and operation of an electronic billboard on the Subject Site; WHEREAS, on July 20, 2022, at a duly noticed public hearing pursuant to Government Code Section 65402, the Bell Gardens Planning Commission adopted Resolution #PC 2022-09 finding that the Lease and Relocation Agreement of the Subject Site conforms with the City's General Plan and recommended to the City Council approval of the billboard Lease and Relocation Agreement; and
WHEREAS, on September 12, 2022, the City Council held a duly notice public hearing in accordance with Bell Gardens Municipal Code ("BGMC") Section 9.40.065.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The above recitals are true and correct and are incorporated herein.

SECTION 2. Based on the above recitals, staff report, and public comment, the City Council hereby finds the Lease and Relocation Agreement of the Subject Site to OutFront Media, LLC conforms to the City of Bell Gardens General Plan in accordance with Government Code Section 65402. Policy 3 of the Land Use Element "encourages the City to promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City." By promoting Exhibit 1 11

Resolution No. 2022-91
the "BELL GARDENS' brand and improving the economic vitality of the City, the Billboard is consistent with the purposes and provisions of the General Plan.

SECTION 3. Based on the above recitals, staff report, and public comment, the City Council hereby approves the Billboard Lease and Relocation Agreement in substantially the same form as that attached to the staff report accompanying this Resolution. As the basis for approval of the Billboard Lease and Relocation Agreement, the City Council makes the following findings required by BGMC Section 9.40.065:

1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the General Plan, this code, and any applicable specific plans; Finding: The proposed agreement is consistent with the Land Use Element of the General Plan.

Policy 3 of the Land Use Element "encourages the City to promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas" in the City. By promoting the "BELL GARDENS' brand and improving the economic vitality of the City, the proposed Electronic Billboard is consistent with the purposes and provisions of the General Plan.

2. The proposed installation site is compatible with the uses and structures on the site and in the surrounding area;
Finding: The Subject Site is compatible with the uses and structures on the site and in the surrounding areas. The Subject Site is a portion of existing, but unused, city-owned property located adjacent to the Interstate 710 Freeway and at the southwest corner of Shull Street and Jaboneria Road. The Subject Site is a portion of city-owned property approximately 2,819 square feet in size and is located in the landscaped portion of between Julia Russ Asmus Park and a vacant property at 5636 Shull Street, along the Interstate 710 Freeway sound wall. There are no other uses and structures on the site and no other structures are proposed. The Subject Site is surrounded by a public park, the Interstate 710 Freeway, a vacant lot, and residential uses.

3. The proposed electronic billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility; Finding: The proposed Billboard would not create a traffic or safety problem. The location of the proposed Billboard would be located on a portion of city-owned property between Julia Russ Asmus Park and a vacant property at 5636 Shull Street, along the Interstate 710 Freeway sound wall. The proposed Billboard would be located away from any vehicle traffic and would not impair on-site vehicle access, circulation, or visibility.

The 42-inch diameter of the support pole would not interfere with any future landscaping. The Billboard is proposed to be located away from any vehicle traffic and would not impair on-site vehicle parking, access, circulation, or visibility.

Exhibit 1 2 pf 5

Resolution No. 2022-91

5. The proposed electronic billboard would not otherwise result in a threat to the general health, safety, and welfare of city residents; and
Finding: The proposed Billboard would not result in a threat to the general health, safety, and welfare of City residents. The Billboard is proposed to be located on a portion of city-owned property that is surrounded by a public park, the Interstate 710 Freeway, and residential uses.

The nearest residential use is approximately 60 feet to the northeast, which is within the 150-foot separation required under Chapter 9.40 of the Municipal Code. However, the distance requirement may be reduced or eliminated if the City Council makes the finding regarding light impacts set forth in BGMC Section 9.40.065(F)(2)(vii). A photometric analysis study was prepared by exp Services Inc., and it identified, while minor amount of light spill may be anticipated on two of the adjacent private residencies, the impacts to those properties would not be significantly greater than would be at a distance of 150 feet, provided the sign business is reduced after dark to the 300 NIT level per Outdoor Advertising Association of America ("OAAA") standards.

The proposed sign does not have any moving or mechanical parts, emits zero noise or odor, and would not generate any vehicle traffic onto or from the Subject Site. If approved to be erected, the proposed Billboard would emit small amounts of LED light from the display screens, and LED illumination from the background cabinet, at levels below the 0.3 foot-candles above ambient light, as measured using a foot-candle meter, at a preset distance as allowed under Chapter 9.40 of the Municipal Code.

6. The proposed electronic billboard, in addition to its aesthetic treatment, provides public benefits that would not otherwise accrue to the public in the absence of its installation.

Finding: The proposed Billboard would provide public benefits. The proposed Billboard would provide three (3) public benefits: revenue; branding; and public notices. Under the terms of the Lease, the City would ground-lease the Subject Site to OutFront for a period of ten (10) years, with two five (5)-year extensions. Each year, OutFront shall pay the City a minimum annual guaranteed rent in the initial amount $140,000 per year, starting on the date when the Billboard is operational. The minimum rent would increase every five years as follows:
...................................................................................w.....................................................................................

Term Rent
Years 1-5 $140,000 annually
Years 6-10 $154,000 annually
Years 11-15 $165,000 annually
Years 16-20 $185,000 annually
The City would also receive a revenue share of 40 percent of any annual net revenue in excess Exhibit 1 3 pi 5

Resolution No. 2022-91
of the minimum rent. The proposed Billboard would also serve as a branding opportunity and generate civic pride for the City with the inclusion of the illuminated background cabinet displaying the words "BELL GARDENS." Lastly, under the terms of the Lease, the proposed Billboard would be used to display emergency or disaster notifications and "Amber Alerts" by local, state, or federal agencies. The City would also have the right to use up to five percent (5%) of the total available advertising time for the proposed Billboard to promote local and city- sponsored events, free of charge.

Finding: The nearest residential use is approximately 60 feet to the northeast, which is within the 150-foot separation required under Section 9.40.065 of the Municipal Code. A photometric analysis study was prepared by exp Services Inc., and it identified, while minor amount of light spill may be anticipated on two of the adjacent private residencies, the impacts to those properties would not be significantly greater than would be at a distance of 150 feet, provided the sign business is reduced after dark to the 300 NIT level per Outdoor Advertising Association of America ("OAAK) standards.

SECTION 4.The City Council hereby authorizes the City Manager to execute the Billboard Lease and Relocation Agreement and all any ancillary documents reasonably necessary to effectuate the intent of this Resolution.

SECTION 5. In accordance with the provisions and guidelines of the California Environmental Quality Act ("CEQA"), the project qualifies for a Class 32 Categorical Exemption pursuant to Section 15332 (In-Fill Development) and a Class 3 Categorical Exemption pursuant to Section 15303(b) (New Construction or Conversion of Small Structures) of the State CEQA Guidelines. The Project is (1) consistent with the applicable General Plan designations and all applicable General Plan policies as well as with applicable zoning designation and regulations because the site is zoned MPD (Manufacturing Planned Development)with an EBOD (Electronic Billboard Overlay District) and the proposed electronic billboard is consistent with the MPD and EBOD zoning designation; (2) the proposed Project occurs within the City limits and the site is only approximately 2,819 square feet; (3)the proposed Project site is on an existing, underutilized city-owned property in a fully urbanized area and has no value as habitat for endangered, rare or threatened species because it is located and surrounded by developed urban uses and contains no natural habitat; (4) the approval of the Project would not result in any significant effects related to traffic, noise, air quality, or water quality; and (5) the site can be adequately served by all required utilities or public services. The proposed project consists of only an electronic billboard that would be located on a site that is in an urbanized area. In addition, the proposed billboard Project is covered by the Mitigated Negative Declaration prepared for EBOD and adopted by the City Council on January 8, 2018, through Ordinance 886, in that the proposed Project meets design guidelines and restrictions created by the EBOD.

SECTION 6. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

Exhibit 1 4 p4 5

Resolution No. 2022-91
PASSED, APPROVED and ADOPTED this 12t" day of September, 2022.

THE CITY OF BELL GARDENS
Maria Pulido, Mayor
APPROVED AS TO FORM: ATTEST:

Rick Olivarez Daisy Gomez
City Attorney City Clerk
Exhibit 1 5 p5 5

SIGN LEASE AND RELOCATION AGREEMENT
This Sign Lease and Relocation Agreement (this "Agreement") is made and entered into as of , 2022 (the "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation ("CITY"), and OUTFRONT MEDIA LLC, a Delaware limited liability company ("LESSEE") upon the terms and conditions set forth below.

RECITALS
A. CITY is the owner of the Premises described in Section 1 below; and B. Interstate Highway 710 is a heavily traveled route for commuters, tourists, and commercial vehicles originating from the Ports of Los Angeles and Long Beach driving through the City of Bell Gardens daily to reach commercial and rail hubs in Southern California and the State of California; and
C. The Sign, as defined in Section 4.A that will be constructed pursuant to this Agreement, is located adjacent to and is visible from Interstate Highway 710; and D. The CITY has determined that advertising on the Sign that will be constructed pursuant to this Agreement is in the CITY's best interest and LESSEE is willing to make an effort to obtain necessary permits for the construction and operation of the Sign; and
E. The Bell Gardens City Council has determined that it is in the best interests of CITY, and for the common benefit of the citizens residing in CITY, to enter into this Agreement with LESSEE for the construction, operation, and maintenance of the Sign on the Premises, contingent on LESSEE obtaining all required approvals from CalTrans and the CITY following review under the California Environmental Quality Act; and F. Section 5412 of the Outdoor Advertising Act (Business and Professions Code Section 5200 et seq.) ("ODA") notes that it is the policy of the state of California to encourage local entities and owners of existing billboards to enter into relocation agreements that allow local entities to continue development in a planned manner without expenditure of public funds, while allowing the continued maintenance of private investment and a medium of public communication; and
G. The CITY's municipal code implements the ODA in various sections, and the CITY has established an electronic billboard overlay district ("EBOD") that provides for the development and construction of electronic billboards in a planned manner within the EBOD, pursuant to voluntary relocation and replacement of billboards from other areas of the CITY, subject to reasonable controls; and
H. Bell Gardens Municipal Code ("BGMC") Section 9.40.050 provides that any legal, non-conforming billboard in the CITY may be considered a candidate for relocation on a two-for-one basis upon an agreement by the sign owner and the CITY. Pursuant to such agreement, the sign owner agrees to remove two (2) existing legal nonconforming 18151998.11
Exhibit 2 16

billboards to construct one (1) new billboard in the EBOD. BGMC Section 9.40.050 also provides that new billboards constructed pursuant to a relocation agreement within the CITY are not subject to a conditional use permit requirement; and I. LESSEE has identified two (2) existing, legal non-conforming billboards, consisting of three (3) faces with traditional, non-digital illumination ("Removed Billboards") that it presently owns and operates, and that LESSEE will remove in exchange for construction and operation of the electronic Sign on the Premises. The Removed Billboards are identified on Exhibit D attached hereto; and J. The Removed Billboards include displays located along landscaped freeway segments, where such displays are located at Postmiles 18.73 and 18.744 of Interstate 710, and where Caltrans has designated Postmile 17.66 to Postmile 21.01 as a landscaped freeway segment; and
K. Pursuant to the BGMC, relocated billboards may originate in areas outside of the EBOD, provided a relocation agreement documents the new sign's location, signs removed, and the benefits associated with relocation; and L. Pursuant to BGMC Section 9.40.065, owners of billboards to be relocated must establish that the relocated billboard meets at least one (1) of several eligibility factors. One of these factors is a proposal by the owner to completely demolish an existing billboard, and construct a new electronic billboard within the EBOD in order to reduce the overall negative aesthetic impacts of billboards on the CITY and its residents and to provide public benefits for such relocation; and
M. The ODA, including Sections 5412, 5443, and 5443.5 thereof, empower the CITY and the LESSEE to enter into billboard-related agreements on whatever terms are agreeable to such parties; and
N. Outdoor Advertising Act section 5443(b) provides that CalTrans shall issue a permit for a display in the vicinity of a landscaped freeway if the display is being placed pursuant to a relocation agreement with a government entity that commits to the removal of another display in the vicinity of a landscaped freeway, and this Agreement qualifies as an agreement under BGMC section 9.40.065(B)(2) and as a relocation agreement under Outdoor Advertising Act section 5443(b).

O. LESSEE has chosen to completely demolish and relocate the Removed Billboards, which are legal non-conforming, to a more suitable location within the EBOD; and
P. Removal of the Removed Billboards and construction of a replacement Sign on the Premises will lessen the overall negative impacts on the CITY and its residents and provide public benefits for such relocation, in compliance with the Municipal Code; and
Q. Removal of the Removed Billboards and replacing them with a single modern outdoor advertising display would confer aesthetic benefits on the CITY and its -2-
18151998.11
Exhibit 2 17

residents because: (1) modern electronic technology in outdoor advertising displays incorporates controls on brightness levels and bulb direction that minimize ambient light, reduce sky glow, and result in de minimis light intrusion beyond 350 feet (to a point that light increases generally fail to register on light meters beyond this distance); (2) a modern structure would eliminate a source of potential blight within the CITY and improve the aesthetic environment along highway 710 that runs on the western boundary of the CITY, thereby improving the visual impression of the CITY as experienced by the thousands of motorists, including CITY residents, who travel this freeway on a daily basis; and (3) the replacement of aging billboard facings with a modern electronic display will serve the public interest by allowing the City to continue its development in a planned manner and promoting business and commerce within the City, and will result in an overall reduction of billboards along the surface streets in the City.; and R. The relocation of the Removed Billboards satisfies the relocation provisions in Chapter 9.40 of the CITY's Municipal Code; and
S. The LESSEE would not remove the Removed Billboards but for the benefits received under this Agreement, and otherwise would demand just compensation for any action by the CITY or any other governmental entity, in eminent domain or otherwise, to remove the Removed Billboards; and
T. The CITY intends that this Agreement and terms obligating LESSEE to remove the Removed Billboards will allow for the redevelopment of the CITY and the Removed Billboard sites in a planned manner that is more compatible with existing development, and consistent with the CITY's modern zoning and general plan policies, without the expenditure of public funds; and
U. Pursuant to this Agreement, LESSEE shall take down the Removed Billboards prior to commencing live operations of the new digital billboard Sign to be constructed on the Premises; and
V. CITY desires to lease to LESSEE, and LESSEE desires to lease from CITY, the Premises, all as further set forth in this Agreement; and NOW THEREFORE, subject to the terms and conditions set forth herein, this Agreement shall constitute the agreement required for the placement, construction, and operation of an electronic billboard within the CITY pursuant to BGMC Section

9.40.065(B)(2).

AGREEMENT

1. Premises. CITY hereby agrees to lease to LESSEE and LESSEE agrees to lease from CITY that certain real property located generally in the vicinity of the westerly terminus of Shull Street in the CITY, County of Los Angeles, State of California, as more particularly described in Exhibit A and as depicted in Exhibit B attached hereto and incorporated by reference herein (the "Premises"). In the case of any discrepancy between Exhibit A and Exhibit B, the legal description in Exhibit A controls. This Agreement is subject to the terms, covenants and conditions hereinafter set forth, and -3 -
18151998.11
Exhibit 2 18

LESSEE covenants, as a material part of the consideration for this Agreement, to keep and perform each and every term, covenant and condition of this Agreement.

2. Term.

A. Commencement Date. The term of this Agreement shall be for ten (10) years, commencing on the date (the "Commencement Date") on which the LESSEE is operating the Facilities (as defined in Section 4.A below) for display of commercial advertising (the "Operational Date"), and ending on the tenth anniversary thereof (the "Term"), subject to two (2) conditional options to renew for additional periods of five (5) years each pursuant to Section 2.13 below. This Agreement shall terminate and become null and void without further notice upon the expiration of the Term, or any agreed upon extension thereof, and any holding over by LESSEE after the expiration of the Term shall not constitute a renewal hereof nor give LESSEE any rights hereunder in or to the Premises.

B. Option to Extend Term. In the event LESSEE shall not be in default in the performance of any term, condition, covenant, or provisions of this Agreement beyond all applicable cure periods, LESSEE shall have the option, upon prior written notice delivered no later than ninety (90) days prior to the expiration of the initial Term or first extension term (as the case may be) to renew this Agreement for two (2) additional periods of five (5) years each (each, an "Option," or together, the "Options"). Each Option shall be exercised by the giving of written notice to CITY in the manner otherwise required for notices hereunder. Upon exercise of an Option, LESSEE shall not have the right to revoke said election to exercise the Option. In the event that an Option is not timely and properly exercised hereunder, then such Option shall expire, and LESSEE shall not have any right to renew this Agreement.

C. This Agreement will expire at the end of the Term, or Option(s), as applicable. If LESSEE holds over on the Premises after the expiration of the Term or any Option(s) (if exercised) with the consent of CITY, such holding over will be construed to be only a tenancy from month to month, subject to all the covenants, conditions and obligations contained in this Lease that applied at the expiration of the Term or any Options (if exercised). If LESSEE does hold over on the Premises after the Term or any Option(s) (if exercised), then LESSEE agrees to pay CITY as monthly rental an amount which is equal to one-twelfth (1/12th) of the annual Rent paid by LESSEE to CITY during the last year of the Agreement. LESSEE may not hold over on the Premises for more than one (1) year.

D. Obligations after Term. Upon the expiration or earlier termination of the Term of this Agreement or Option(s) (if exercised), both parties shall be relieved of any further obligations hereunder (except for those duties or obligations accruing prior to such expiration or earlier termination, and except for those duties or obligations which expressly survive the expiration or earlier termination of this Agreement), although each party shall continue to have available all remedies for any breach of this Agreement occurring prior to the date of expiration or earlier termination. Within sixty (60) days following the expiration or earlier termination of this Agreement, LESSEE shall remove -4-
18151998.11
Exhibit 2 19

any and all above grade portions of the Facilities and any other structures installed and/or owned by it excepting landscaping and related irrigation equipment, or other aesthetic improvements made by LESSEE to the Premises. The remaining below grade portions of the Facilities any other structures installed and/or owned by LESSEE shall not be deemed an occupancy of the Premises by LESSEE or give rise to any rental or other obligation.

E. Termination Prior to the Commencement Date.
1) LESSEE may terminate this Agreement on thirty (30) days' written notice in the event that either: (i) LESSEE reasonably determines that it will be unable to secure or maintain any required permit or license from any appropriate governmental authority or that any federal, state or local statute, ordinance, regulation or other governmental action precludes or materially limits use of the leased Premises for outdoor advertising purposes; or (ii) any governmental approvals related to the Sign are legally challenged, including, but not limited to, any challenges under the California Environmental Quality Act.
2) CITY may terminate this Agreement on thirty (30) days' written notice in the event that the Commencement Date does not occur within one (1) year after the date when LESSEE receives approval from CalTrans for required CalTrans perm its.

F. Termination after Commencement Date.
1) At any time after the Commencement Date, LESSEE may terminate this Agreement effective thirty (30) days after LESSEE gives the CITY written notice if (i) the view of LESSEE's Sign on the Premises becomes entirely or partially obstructed or destroyed; (ii) the view of LESSEE's Sign is obstructed or impaired in any way by any object or growth on the Premises or on any neighboring property; (iii) there occurs a material diversion of traffic from, or a change in the direction of, traffic past the Sign; (iv) LESSEE is prevented from maintaining electrical power to the Premises or illuminating its Sign; (v) maintenance will be hampered or made unsafe due to conditions caused by nearby properties, land uses, or utilities; (vi) LESSEE fails to receive, or loses, required governmental permits necessary to operate the Sign; (vii) LESSEE cannot safely use the Premises to renovate, operate, maintain, repair, or improve the Sign because of a non-remediable condition, and LESSEE did not cause the condition; (viii) use of the Sign for its intended purpose is prevented or limited by law, or LESSEE is required by any court or other governmental entity, for reasons other than eminent domain, to remove the Sign from the Premises; (ix) the City is in default beyond any applicable cure periods; or (x) the Sign is damaged or destroyed to the extent that the cost to repair or replace the damage or destruction of the Sign exceeds fifty (50) percent of its fair market value immediately before it is damaged or destroyed. 2) If any of the circumstances identified in Section 2.F occurs, then, at its discretion and in lieu of termination, LESSEE may request that the CITY negotiate a reduction in the Rent to an amount that reasonably reflects the diminished -5 -
18151998.11
Exhibit 2 20

value of the Sign to LESSEE, and on receiving the request the CITY will negotiate in good faith with LESSEE. The CITY is not required, however, to agree on a reduction in Rent.

3. Rent.

A. Minimum Annual Guarantee ("MAG"). Each year, LESSEE shall pay CITY the Minimum Annual Guarantee (the "MAG") in the initial amount of One Hundred and Forty-Thousand Dollars ($140,000) per year, starting on the Commencement Date in accordance with the terms set forth in this Section 3.

Term Rent
Years 1-5 $140,000 annually
Years 6-10 $154,000 annually
Years 11-15 $165,000 annually
Years 16-20 $185,000 annually
1) Manner of Payment. An annual prorated share of the MAG is due and payable on a calendar quarterly basis, commencing within forty-five (45) days of the Commencement Date and within ten (10) days following the beginning of each calendar quarter occurring thereafter without notice, demand, offset, or deduction.

LESSEE shall remit the MAG to CITY at the address designated in Section 29, or at such other address as CITY may designate from time to time in writing to LESSEE for the payment. For any portion of the Term that is less than a full calendar quarter, the MAG shall be prorated based on the number of days in the Term occurring during such calendar quarter and actual number of days in such calendar quarter. 2) Late Charge. If LESSEE fails to pay any installment of MAG within ten (10) calendar days after the same is due and payable, such unpaid amount will be subject to a late payment charge equal to five percent (5%) of the unpaid amount in each instance; provided, however, LESSEE shall not be assessed with the foregoing late payment charge with respect to the first (1st) late payment in any consecutive twelve (12) month period unless and until LESSEE fails to make such payment to CITY within three (3) business days after written notice from CITY that it failed to receive such amounts within the time period set forth above. Following the first (1st) late payment in any calendar year, no notice by CITY shall be required for purposes of collecting a late payment charge.

The late payment charge has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs and detriment that CITY will incur as a result of any such failure by LESSEE, the actual costs thereof being extremely difficult—if not impossible—to determine. The late payment charge constitutes liquidated damages to compensate CITY for its damages resulting from such failure to pay, and LESSEE shall promptly pay such charge to CITY together with any unpaid interest.
-6-
18151998.11
Exhibit 2 21

3) Default Interest. If any MAG is not paid within ten (10) calendar days following the due date, such unpaid amount will bear simple interest at the rate of ten percent (10%) per year or the maximum permitted by law, whichever is lower("Default Rate") from the due date until paid. However, interest will not be payable on late charges incurred by LESSEE, nor on any amounts on which late charges are paid by LESSEE to the extent this interest would cause the total interest to be in excess of that which an individual is lawfully permitted to charge. Payment of interest will not excuse or cure any default by LESSEE.
4) Application of Payments. All payments received by CITY from LESSEE will be applied to the oldest obligation owed by LESSEE to CITY. No designation by LESSEE, either in a separate writing, on a check or money order, or otherwise will modify this Section 3 or have any force or effect.

B. Percentage Rent.
1) Annual Percentage Rent. To the extent that forty percent (40%) of the Gross Revenues (as defined below) for a completed Lease Year exceeds the MAG for such Lease Year (the difference being referred to herein as "Percentage Rent"), LESSEE shall pay to CITY, in addition to the MAG and to the extent applicable, the Percentage Rent.
2) Gross Revenues Defined. For the purposes of this Section 3.13, "Gross Revenues" shall mean all revenue actually received by LESSEE in connection with the sale of advertising space on the Sign less a standard marketing fee of 16.67%, if incurred. For the purposes hereof, any income described in this definition will not include the value of any in-kind usage of the Sign by CITY pursuant to Section 4.1. 3) Payment of Percentage Rent. Percentage Rent shall be paid once annually, within thirty (30) days after the end of each year of the Term or any Option(s) (if exercised). LESSEE shall, with the submission of its Percentage Rent payment, provide the CITY with a copy of reasonable records documenting its revenue.

LESSEE shall keep records related to its business operations, including but not limited to its calculations of its Gross Revenue in a commercially reasonable form and detail, and in accordance with standard practices used in the outdoor advertising industry. All documents, books, and accounting records kept by LESSEE relating to revenue generated by the Facilities under this Agreement shall be open to inspection by CITY or its authorized representative at LESSEE's 1731 Workman Street, Los Angeles, California office during reasonable business hours during the Agreement Term and for one (1) year thereafter. CITY may only conduct such inspection/audit(s) once during each Term year and once after the termination of the Term by a certified public accountant employed or designated by CITY, provided such accountant is not paid on a contingency fee basis, and provided CITY gives LESSEE prior written notice of such inspection/audit(s). Such documents shall remain with LESSEE and their contents shall be deemed confidential and shall not be disclosed by CITY other than to its staff or legal counsel, except as needed to enforce the terms of this Agreement. In the event that the CITY conducts an audit of the documents, books and accounting records relating to -7 -
18151998.11
Exhibit 2 22

revenue generated by the Facilities under this Agreement, and CITY discovers that LESSEE has understated Gross Revenue in an amount that is equal to or greater than three percent (3%) different than what LESSEE reported to CITY, LESSEE shall reimburse CITY for the reasonable out-of-pocket cost of the audit paid by CITY to third party consultants; otherwise CITY shall pay costs of the audit.

C. One-Time Payment. LESSEE shall pay CITY a one-time, non- refundable amount of Thirty Thousand Dollars and no/100ths Dollars ($30,000.00) to reimburse CITY for its costs associated with the preparation and review of this Agreement ("Implementation Fee"). LESSEE shall make the one (1)-time payment described in this Section 3.0 upon LESSEE obtaining permits required by CalTrans for the development and use of the Premises contemplated under this Agreement. LESSEE shall make commercially reasonable efforts to timely obtain the required building permits.

D. Additional Revenue. Subject to the CITY's sole and absolute discretion as property owner, as well as the regulator through any generally applicable permit process, LESSEE may sublease the Premises for telecommunications facilities on the Facilities with the written approval of the CITY and with any such revenue considered part of Gross Revenues. Such telecommunications facilities shall be "stealth;" not significantly affect the aesthetic or structural integrity of the Sign in the CITY's discretion; and not interfere with the CITY's Telecommunications Facilities as described in Section 4.J. Upon installation, such telecommunication facilities will become "Facilities" as defined in Section 4.A. LESSEE shall immediately remove any telecommunication facilities that interfere with the CITY's Telecommunication Facilities, as determined by the CITY. If LESSEE installs antenna or wireless communication for cellular, wi-fi or other communication devices pursuant to this Section 3.D, CITY shall receive as additional revenue fifteen percent (15%) of the collected Gross Revenues paid on an annual basis.

4. Use.

A. LESSEE shall use the Premises for the sole purpose of erecting, constructing, installing, maintaining, securing, repairing, improvement, operating, and other lawful purposes related to outdoor advertising and LESSEE's advertising Sign thereon, including supporting structures; foundations; illumination facilities and connections; utilities, wires, poles, cables, conduits, and pipes over or under the Premises from a public right-of-way to the Sign; back up panels; service ladders; cameras; CITY name and/or logo described in 4.13 below; other appurtenances and ancillary equipment; and for other purposes explicitly identified in this Agreement (collectively, the "Facilities").

Notwithstanding anything in this Agreement to the contrary, during the term of this Agreement, LESSEE will be permitted access to the Premises, including without limitation rights of ingress and egress, for (a) any and all purposes listed in this Agreement; and (b) any other legally permitted use consistent with this Agreement. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Facilities shall at all times, whether during their construction, otherwise during the Term hereof or thereafter, be and remain the sole and exclusive property of LESSEE no matter what their degree of attachment to the Premises. The advertising sign included in the Facilities shall be an electronic message board with two facings measuring fourteen feet in height and -8-
18151998.11
Exhibit 2 23

forty-eight feet in width (14' x 48') (the "Sign"), as substantially depicted in Exhibit C.

LESSEE and CITY acknowledge that the height of the Facilities to the top of the Sign shall be approximately sixty-five feet (65) unless increased through the City's approval of a variance or other appropriate discretionary land use entitlement, where the City shall have full discretion to approve, approve with conditions, or reject such a request for any such land use entitlement. The Facilities may be configured as required by LESSEE, provided LESSEE obtains all permits and approvals required by CITY and/or any other public agency having jurisdiction thereof and the Facilities conform to the final Development Plan approved by the CITY.

B. LESSEE and CITY acknowledge and agree that the CITY's name and/or logo shall be incorporated into the Sign as part of the final design to the extent permitted by State law. CITY and LESSEE shall determine a final design of the Sign.

C. CITY agrees that LESSEE's ability to use the Premises is dependent upon LESSEE's obtaining all necessary certificates, permits and/or other approvals which may be required from any federal, state, or local authority, including appropriate CalTrans permits. CITY agrees to cooperate with LESSEE as to LESSEE's obtaining such certificates, permits or other approvals without limiting the CITY's regulatory powers with respect to the permitting of the Facilities and the enforcement of any applicable laws or regulations. In the event any necessary certificate, permit or other approval in order to operate its Facilities expires or becomes null and void, either party may terminate this Agreement, upon thirty (30) days prior written notice.

D. LESSEE is responsible for ensuring that the Sign complies with all requirements of California's Outdoor Advertising Act and Regulations if CalTrans determines that the Premises fall within the scope of such law. LESSEE agrees that upon request by the CITY, LESSEE will provide updates and any reasonably requested documentation relating to any required CalTrans permits and any status on the issuance of the CalTrans permits. During the Term, LESSEE shall perform all obligations under the CalTrans permits at no cost to CITY. LESSEE shall have twelve (12) months from the Effective Date to obtain the CalTrans permits. If LESSEE has not received the CalTrans permits at the end of such twelve (12) month period, and provided that LESSEE has diligently pursued the CalTrans permits, CITY must provide LESSEE an extension of an additional six (6) months to obtain the CalTrans permits. If, following such additional six (6) month extension period, LESSEE is still unable to obtain the CalTrans permits, either the CITY or LESSEE can agree to another extension of time or terminate this Agreement.

F. Construction of the Facilities shall be at LESSEE's sole cost and expense and shall be performed in a good and workmanlike manner, in accordance with the requirements set forth in all CITY-required permits and entitlements, and all applicable law. LESSEE shall complete construction of the Facilities in accordance with the following:
1) LESSEE shall be responsible, at its sole cost and expense, for completing construction of all improvements necessary for the installation and -9-
18151998.11
Exhibit 2 24

continuous operation of the Facilities, including all permitting costs (including all costs associated with obtaining a State permit), regulatory charges, CITY-required fees including planning fees, public works fees, CEQA fees, and building permit fees, and the provision of electricity to the sign.

G. LESSEE shall hire an environmental consultant, at its own expense, to prepare an environmental evaluation or exemption documentation that complies with any and all actions required by the California Environmental Quality Act ("CEQA").

H. LESSEE shall, at its own expense, maintain the Facilities and Premises in a commercially reasonable manner during the Term hereof. 1) Duty to Maintain Premises. LESSEE covenants to diligently maintain and care for the Facilities which are constructed on the Premises in good working order. "Diligent maintenance and care" is reasonable upkeep which employs the standard of care necessary to meet all requirements of applicable local ordinances and regulations. LESSEE further covenants to observe all outside storage requirements of ordinance or regulation and to promptly correct any violation of those requirements. Further, LESSEE shall not cause on the Premises hazards or risks to the public health, safety or welfare. In the event that LESSEE does not maintain the Premises as so required, and such failure continues for thirty (30) days after written notice thereof, CITY has the right, but not the obligation, to (i) enter the Premises and perform the maintenance, and LESSEE shall reimburse CITY for the reasonable costs it incurs in doing so within thirty (30) days of written notice to LESSEE, or (ii) pursue other remedies pursuant to Section 16 of this Agreement.

I. CITY Usage. LESSEE shall, upon the Commencement Date, provide CITY free advertising equivalent to five percent (5%) of the display time per year on either sign facing on a space-available basis (i.e., time on the display that is unsold and available) at the times of day and otherwise in the same manner as the commercial advertising displayed by LESSEE on the Sign ("CITY Usage"). Content displayed on the Sign in connection with City Usage shall be displayed (subject to the terms of this Agreement) during the operation of the Sign in increments, at the times of day and otherwise in the same manner as tile commercial advertising displayed LESSEE on the Sign. Subject to the terms of this Agreement, CITY may use such time to promote any purpose that in its sole discretion determines best serves the needs of CITY and residents, including but not limited to advertising City events and programs. CITY will submit "camera ready" artwork to LESSEE, at no cost to LESSEE, for display purposes.

CITY agrees that for any City Usage pursuant to this Section: (i) CITY will provide LESSEE with priorwritten notice of its desire for City Usage; (ii) CITYwill provide LESSEE with the copy or text of such messages not less than ten (10) business days prior to the date such messages are to appear on the Sign; and (iii) City Usage shall be limited to messages for the civic and public purposes described in this Section and will not be used directly or indirectly for any types of messaging or advertising which LESSEE would otherwise be able to sell to third parties in the ordinary course of LESSEE's business.

CITY represents and warrants that all advertising materials and content supplied by CITY to LESSEE for display in connection with City Usage, are owned or duly licensed by CITY - 10-
18151998.11
Exhibit 2 25

and do not infringe or misappropriate the rights of any other person or entity; comply with all applicable federal, state, and local laws, rules and regulations, and any industry codes or rules by which the parties may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race, or ethnicity of any individual or group; are not false; and do not infringe upon any copyright, trademark, or other intellectual property or privacy right of any third party.

CITY hereby agrees to indemnify, protect, defend and hold harmless LESSEE and its officers, employees, agents, and representatives, and each of their successors and assigns, against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, losses, damages, fees and expenses arising out of or in connection with the City Usage, including but not limited to any claim for defamation, or infringement of any copyright, trademark, or other intellectual property or privacy right and reasonable attorneys' fees, expenses, and liabilities incurred in defending any such claims, any action, or proceeding brought thereon.

J. Reservation for CITY Facilities. CITY reserves the right to access and install on the Premises infrastructure and related equipment for telecommunications, surveillance or other video equipment that the CITY deems necessary for the public health, safety and welfare ("CITY's Telecommunications Facilities"). Installation and maintenance of CITY's Telecommunications Facilities shall be at no cost to LESSEE, and the CITY's Telecommunications Facilities shall not be installed on the Sign nor interfere with, hinder, or in any way affect the operation, use, and maintenance of the Premises by LESSEE. Other than in the case of emergency, LESSEE shall provide notice at least five (5) business days in advance of any work or any temporary interference to the CITY's Telecommunications Facilities. CITY shall not perform any work on the Premises that would create any interference in the operation of the Sign unless LESSEE has approved the same, and in any event, any such work shall be performed at such hours to minimize the impact on LESSEE's operation of the Sign. Such otherfacilities proposed by LESSEE will require the CITY's approval as discussed in Section 3.D of the Agreement.

The CITY reserves the right for itself and others in the future to establish nonexclusive utility easements (including easements for construction, maintenance, repair, replacement and reconstruction) over, under, through or on the Premises in locations that will not unreasonably interfere with LESSEE's use of the Premises as contemplated by this Agreement. LESSEE will not be required to maintain or repair the utility easements unless LESSEE has caused the need to repair.

CITY agrees that if CITY does install the CITY's Telecommunications Facilities on the Premises, then CITY will be responsible for all design, permits and other approvals as well as all construction and maintenance of the CITY's Telecommunications Facilities. In connection with the design, construction and operation of the CITY's Telecommunications Facilities, CITY agrees to indemnify, protect, defend, and hold harmless LESSEE and its officers, employees, agents, and representatives and each of their successors and assigns from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, losses, damages, fees, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any 18151998.11
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such claim or any action or proceeding brought thereon, arising at any time during or after the Term as a direct result of the CITY's Telecommunications Facilities.

K. Discount Provision. LESSEE shall offer a ten percent(10%) discount off its applicable rates for display of advertising to any current, active member of the CITY of Bell Gardens Chamber of Commerce, with a CITY of Bell Gardens business address.

L. Non-Operational Sign. If ten percent (10%) or more of the Sign screen is not operational, the entire screen shall display black until it is repaired by LESSEE.

M. If LESSEE notifies CITY in writing that any obstruction exists which obstruction impedes or reduces the view of the Sign from Interstate 710 and which did not exist as of the Effective Date (each such obstruction, an "Obstruction"), LESSEE will have the right, in addition to all other remedies granted order this Agreement to (a) equitably reduce the MAG, or (b) terminate this Lease. Notwithstanding the foregoing if an Obstruction is located on property owned CITY, then, prior to having the rights set forth in the foregoing sentence, LESSEE shall provide notice to CITY identifying such Obstruction, in which event, LESSEE shall have the rights in the foregoing sentence if CITY fails to remove such Obstruction within five (5) days of CITY's receipt of such notice from LESSEE. LESSEE's rights under this Section are in addition to any other remedies it may have under this Agreement.

N. Prohibited Use. LESSEE shall not utilize the Facilities to advertise smoking, vaping products, tobacco use, hashish, "gentlemen's clubs," adult entertainment, sexually-oriented materials, images and language, "obscene matter" as that term is defined in California Penal Code section 311, any matter that is prohibited by any CITY ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays, and any content restricted in the State Outdoor Advertising Act ("ODA"), except insofar as LESSEE vests into laws effective at the time of the Effective Date consistent with local, state, and federal law related to vested rights.

O. Emergency Notifications. Without any offset in the CITY Usage described above and at no cost to the CITY and as further consideration for the use and occupancy of Premises, LESSEE shall make the Sign available to CalTrans and the California Highway Patrol for purposes of "Amber Alerts" and for emergency or disaster notifications by local, state or federal agencies such as Federal Emergency Management Agency ("FEMA") messages.

5. Compliance with Law. LESSEE shall not use the Premises nor permit anything to be done in or about the Premises which will in any way conflict with any federal, state or local law, statute, ordinance, or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. LESSEE shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and other governmental rules, regulations or requirements now in force or which may hereinafter be enacted or promulgated, relating to or affecting the condition, use or occupancy of the - 12-
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Premises, excluding structural changes not related to or affected by LESSEE's improvements or acts. The judgment of a court of competent jurisdiction or the admission by LESSEE in any action against LESSEE, whether CITY be a party thereto or not, that LESSEE has violated any law, statute, ordinance or any other governmental rule or regulation affecting the Premises shall be conclusive of that fact as between CITY and LESSEE.

6. Alterations and Additions. Other than as expressly required or permitted herein, LESSEE shall not make or suffer to be made any alterations, additions, or improvements in or to or about the Premises or any part thereof without the written consent of CITY first had and obtained. Excepting only the installation of the Facilities and related equipment (which shall remain the property of LESSEE), any alterations, additions, or improvements in, to, or about the Premises shall, on the expiration or earlier termination of this Agreement, become a part of the realty and belong to CITY and shall be surrendered with the Premises. Except as provided in Paragraph 4.A, any alterations, additions, or improvements to the Premises desired by LESSEE, other than those expressly required or permitted herein, shall require CITY's prior written consent, and shall be made by LESSEE at LESSEE's sole cost and expense and in a good and workmanlike manner, free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the Premises, in accordance with Section 9 hereof. If LESSEE makes any alterations to the Premises as provided herein, the alterations shall not be commenced until fifteen (15) days after CITY has received notice from LESSEE stating the date that construction of the alterations is to commence, so that CITY can post an appropriate notice of non-responsibility. Upon completion of the alterations to CITY's satisfaction, a notice of completion shall be recorded.

7. Representations and Warranties of the Parties.

The representations and warranties set forth in this Section 7 are made as of the Effective Date:

A. LESSEE is a limited liability company. CITY is a municipal corporation and general law city pursuant to California law. Both Parties are qualified to transact business in the State of California and have the power to own or lease properties and to carry on their business as now owned and operated and as required by this Agreement.

B. CITY has the authority to enter into and perform its obligations under this Agreement. CITY has taken all actions required by law to authorize the execution of this Agreement.

C. LESSEE has the authority to enter into and perform its obligations under this Agreement. LESSEE has taken all actions required by law, its organizational documents, or otherwise, to authorize the execution of this Agreement.

D. To the best of CITY's knowledge, after reasonable investigation, neither the execution or delivery of this Agreement, nor the performance of this - 13 -
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Agreement by CITY: (i) conflicts with, violates, or results in a breach of any applicable law; or (ii) conflicts with, violates, or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which CITY is a party or by which CITY or any of its properties or assets are bound, or constitutes a default thereunder.

E. To the best of LESSEE's knowledge, after reasonable investigation, neither the execution or delivery of this Agreement, nor the performance of this Agreement by LESSEE: (i) conflicts with, violates, or results in a breach of any applicable law; or (ii) conflicts with, violates, or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency, or other governmental authority, or any agreement or instrument to which LESSEE is a party or by which LESSEE or any of its properties or assets are bound, or constitutes a default thereunder.

F. To the best of CITY's knowledge, after reasonable investigation, there is no action, proceeding or investigation, at law or in before or any court or governmental authority, commission, board, agency, or instrumentality decided, pending or threatened against CITY wherein an unfavorable decision, or finding, in any single case or in the aggregate, would materially adversely affect the performance of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or which would have a material adverse effect on the financial condition of LESSEE or any surety guaranteeing CITY's performance under this Agreement, which has not been waived by LESSEE in writing.

G. To the best of LESSEE's knowledge, after reasonable investigation, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency, or instrumentality decided, pending or threatened against LESSEE wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by LESSEE of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or which would have a material adverse effect on the financial condition of LESSEE or any surety guaranteeing LESSEE's performance under this Agreement, which has not been waived by CITY in writing.

H. To the best of CITY's knowledge, after reasonable investigation, there is no judicial decision that affects the validity of this Agreement or may subject this Agreement to legal challenge.

I. To the best of LESSEE's knowledge, after reasonable investigation, there is no judicial decision that affects the validity of this Agreement or may subject this Agreement to legal challenge.

J. CITY represents that it is fee simple owner of the Premises and that the Premises is not subject to any monetary lien or encumbrance, other than 1) such easements, covenants, conditions, restrictions, reservations, and other matters of - 14-
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record; 2) all matters discoverable by physical inspection of the Premises or that would be discovered by an accurate survey of the Premises; and 3) all matters known to LESSEE or of which LESSEE has actual or constructive notice, Notwithstanding the foregoing, CITY represents and warrants to LESSEE that is has no actual knowledge, as of the Effective Date of any lien or encumbrance affecting the Premises that would impair LESSEE's ability to construct and operate the Facilities on the Premises.

K. LESSEE possesses the business, professional, and technical expertise to cause the development, construction, maintenance, and operation of the Facilities in the manner required under this Agreement.

8. Physical Condition of Premises; Waiver.

A. Prior to taking possession of the Premises, LESSEE shall have the right to inspect the Premises at reasonable times, and shall be deemed to have accepted the Premises as being in good sanitary order, condition and repair. LESSEE shall, at LESSEE's sole cost and expense, keep the Premises and any part thereof in good condition and repair. LESSEE shall promptly remove any graffiti from the Facilities upon receipt of written notice from CITY. CITY shall have no obligation whatsoever to alter, improve, or repair the Premises, or any part thereof, unless after the Effective Date of this Agreement City materially changes the condition of the Premises in a manner that interferes with LESSEE's use of the Premises, and the parties hereto acknowledge and agree that CITY has made no representations to LESSEE respecting the existing condition of the Premises except as specifically set forth herein. LESSEE further agrees that it shall submit to CITY, prior to applying for any permits to renovate, reconstruct, improve, alter, or in any way modify the Premises, plans and specifications for CITY's prior written approval.

B. LESSEE shall accept possession of the Premises, in their physical condition on the day of the term's commencement on an "AS IS" basis with no warranty, express or implied, by CITY as to the condition of the soil, its geology, the presence of known or unknown physical defects or faults, its suitability for the use intended by the LESSEE, any onsite soils contamination, or any similar matters. Notwithstanding the foregoing, LESSEE shall have no liability to CITY or any third party for any Hazardous Materials existing on the Premises prior to the date on which LESSEE first takes possession of the Premises.

C. CITY shall, upon request and at LESSEE's cost, provide to LESSEE copies of all reports, studies, surveys and other data and information regarding the Premises which is now available to CITY. CITY represents that it has no information disclosable pursuant to California Health and Safety Code § 25359.7(a).

9. Claims Against Premises. LESSEE shall not suffer or permit to be enforced against the Premises, or any portion thereof, any mechanic's, materialman's, contractor's or subcontractor's liens arising from, or any claim for any work of construction, repair, restoration, replacement or improvement of or to the Premises or any other similar claim or demand arising from the act or omission of LESSEE or anyone acting by, through, or - 15 -
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under LESSEE, and LESSEE shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce the same against the Premises.

LESSEE agrees to indemnify, defend, protect and hold CITY and its officers, employees, agents, and representatives and each of their successors and assigns and the Premises free and harmless of all liability for any and all such claims and demands, together with CITY's reasonable attorneys' fees and all reasonable costs and expenses in connection therewith.

10. Utilities. LESSEE shall pay the cost of any and all water, electrical, gas or other utility services delivered to the Premises pertaining to LESSEE'S use hereunder during the Term and shall have such utilities installed underground consistent with City ordinances and to the extent feasible and/or connected if already installed, and maintained at LESSEE's sole cost and expense and subject to CITY's reasonable approval. LESSEE shall submit plans for underground construction of required utility lines to CITY for review prior to commencement of construction thereof. CITY shall approve or disapprove of same in writing within fourteen (14) days of its receipt of such plans.

Detailed reasons for any disapproval shall be included in the written disapproval.

11. Taxes. LESSEE shall pay without abatement, deduction, or offset possessory interest taxes levied on or assessed against the Facilities located on the Premises, the leasehold estate, or any subleasehold estate which are directly attributable to this AGREEMENT or LESSEE's use of the Premises, to the full extent of installments falling due during the Term, whether belonging to or chargeable against CITY or LESSEE.

LESSEE shall make all such payments directly to the charging authority at least ten (10) days before delinquency and before any fine, interest or penalty shall become due or be imposed by operation of law for their non-payment. If, however, the law expressly permits the payment of any or all of the above items in installments, LESSEE may, at LESSEE's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. LESSEE agrees that, without prior demand or notice by CITY, LESSEE shall, not less than fifteen (15) days prior to the day upon which any such possessory interest or other such tax is due, provide CITY with proof of payment of such tax.

12. Entry by CITY. LESSEE hereby agrees that representatives of the CITY, as designated by CITY's Manager, shall, during normal business hours (except in the event of an emergency), have the right to enter the Premises and inspect the same to determine if the same complies with each and every term and condition of this Agreement and with all applicable CITY, County, State and Federal laws, rules, ordinances and regulations relating to outdoor signage and the conduct of LESSEE's business. CITY hereby agrees that it shall not unreasonably disturb or interfere with LESSEE's operation on the Premises.

13. Removed Billboards. CITY and LESSEE acknowledge and agree that LESSEE will permanently remove the Removed Billboards within one hundred eighty (180) days after LESSEE receives all required permits. CITY and LESSEE agree that LESSEE may toll the demolition and removal of the Removed Billboards in the event that there is a legal challenge to this Agreement or to any Permit. The tolling period shall last - 16-
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until the date upon which any legal challenge is resolved such that LESSEE may proceed with construction and operation of the Sign, unless this Agreement is otherwise terminated as set forth in this Agreement, in which case the obligation to demolish and remove the Removed Billboards shall become null and void. LESSEE hereby acknowledges and agrees that no claim for relocation or removal arising under California Government Code Section 7260 or other applicable law shall be submitted to CITY with respect to the Removed Billboards.

14. No Relocation Benefits. It is agreed that nothing contained in this Agreement shall give LESSEE any right to occupy the Premises at any time after the expiration of the term of this Agreement or its earlier termination. LESSEE agrees that its use of Premises or this Agreement shall not entitle LESSEE to any relocation benefits from CITY pursuant to any federal, state or local law and waives any such claim against CITY.

15. Default.

A. By LESSEE. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by LESSEE:
1) Abandonment of the Premises by LESSEE where the same shall continue without cure by LESSEE for a period of thirty (30) days after written notice thereof by CITY to LESSEE; the parties agree that failure to post electronic copy of the Sign, by itself, shall not constitute abandonment; 2) The failure by LESSEE to make any payment of rent or any other payment required to be made by LESSEE hereunder (including but not limited to taxes, assessments, insurance premiums, liens, claims or other charges), as and when due, where such failure shall continue for a period of thirty (30) days without cure by LESSEE after written notice thereof by CITY to LESSEE; 3) A failure by LESSEE to observe or perform any of the covenants, conditions, or provisions of this Agreement to be observed or performed by LESSEE, other than as described in Section 15.A.1, above, where such failure shall continue without cure by LESSEE for a period of thirty (30) days after written notice thereof by CITY to LESSEE unless such default or breach constitutes an emergency which affects the health and safety of the community, such as a falling Sign, in which case such default or breach shall be remedied as soon as practical; provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then LESSEE shall not be deemed to be in default if LESSEE commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion; 4) The assignment or sublease of all or any portion of the Premises or of LESSEE'S interest in this Agreement without the prior written consent of CITY, except as permitted by Section 18 below;
- 17 -
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5) The committing of waste on the Premises, or the maintaining, committing, or permitting the maintenance or commission of a nuisance on the Premises where such waste or nuisance shall continue without cure by LESSEE for a period of thirty (30) days after written notice thereof by CITY to LESSEE; or 6) The use of the Premises for any purpose not permitted by this Agreement, or the use of the Premises for any unlawful purpose, whether or not such purpose is in addition to or in lieu of the use(s) herein permitted, where such use shall continue without cure by LESSEE for a period of thirty (30) days after written notice thereof by CITY to LESSEE.

B. Remedies Upon Lessee's Default. In the event of any default or breach by LESSEE, as defined in Paragraph 15.A above, and subject to the applicable cure periods, CITY may at any time thereafter exercise the following rights or remedies:
1) Terminate LESSEE's right to possession of the Premises by any lawful means, in which case this Agreement shall terminate and LESSEE shall immediately surrender possession of the Premises to CITY. 2) CITY may exercise all rights of entry or reentry upon the Premises, including but not limited to the right to remove any Facilities on the Premises and if CITY requests LESSEE to do so and LESSEE fails to do so; the right to relet the Premises as the CITY determines in its sole discretion; and the forfeiture of any of LESSEE's property on the Premises.
3) Anything in this Agreement to the contrary notwithstanding, neither CITY nor LESSEE shall be liable to other under or in connection with this Agreement for any consequential or punitive damages and each party waives, to the full extent permitted by applicable laws, any claim for consequential or punitive damages, and any claim for loss of business or profits. 4) Each right and remedy of CITY provided for herein or now or hereafter existing at law or in equity, by statute or otherwise will be cumulative and will not preclude CITY from exercising any other rights or remedies provided for in this Lease or now or hereafter existing at Law or in equity, by statute or otherwise. No payment by LESSEE of a lesser amount than the Rent nor any endorsement on any check or letter accompanying any check or payment of Rent will be deemed an accord and satisfaction of full payment of Rent; and CITY may accept such payment without prejudice to CITY's right to recover the balance of such Rent or to pursue other remedies. Notwithstanding anything to the contrary herein, CITY shall have a duty to reasonably mitigate damages.

C. By CITY. CITY will not be in default under this lease unless CITY fails to perform obligations required of CITY within thirty (30) days after written notice is delivered by LESSEE to CITY specifying the obligation which CITY has failed to perform; provided, however, that if the nature of CITY's obligation is such that more than thirty (30) days are required for performance. then CITY will not be in default if CITY commences - 18-
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performance within such thirty- (30)-day period and thereafter diligently prosecutes the same to completion. All obligations of CITY hereunder will be construed as covenants, not conditions.

D. Remedies Upon Lessee's Default. If the CITY is in default under this Agreement beyond any applicable cure period, LESSEE's exclusive remedies will be termination under Section 2.F and/or an action for specific performance or injunctive relief. LESSEE also waives the benefit of any laws granting it the right to perform any CITY obligation or the right to place a lien upon the property of CITY and/or upon Rent due CITY, or withhold Rent on account of any CITY default.

16. Eminent Domain. Either party hereto shall have the right, at its option, to terminate this Agreement, if any entity that by law is authorized to exercise the power of eminent domain acquires by using the power of eminent domain or through negotiations under the threat of using the power of eminent domain more than fifty percent (50%) of the Premises or such portion that LESSEE cannot make materially full use of the Premises for the purpose specified herein in paragraph 4.A (the "Condemned Property").

Termination under this Section will occur on the date the condemning entity obtains possession of, or title to the Condemned Property, whichever occurs first. Within fifteen (15) business days after the termination date, CITY shall: (a) refund to LESSEE any pre- paid Rent for the unexpired portion of the Term; (b) relinquish any interest it may have in the Caltrans permits and execute any documents needed to confirm that LESSEE is the sole owner of the Caltrans permits; and (c) if the same occurs during the first ten (10) years of this Agreement (and City has exercised its power of eminent domain), reimburse LESSEE for the unamortized portion (amortized over the Initial Term) of the one-time payment made by LESSEE to CITY pursuant to Section 3.0 above. If termination occurs under this Section, then LESSEE and CITY may each independently seek to recover from the condemning entity all compensation and other remedies provided by law for the interests taken from them; however, CITY may not seek or recover compensation for LESSEE's lost interests, and LESSEE may not seek or recover compensation for CITY's lost interests.

17. Estoppel Certificate. CITY or LESSEE shall, at any time and from time to time upon not less than twenty (20) days' prior written notice from the other party, execute, acknowledge and deliver to the other party a statement in writing (a) certifying that this Agreement is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect, and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to the knowledge of the party delivering the estoppel, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Premises, or of any larger parcel of real property of which the Premises are a part.

18. Assignment and Subletting. Except as otherwise set forth herein, LESSEE shall not assign or transfer this Agreement or any right hereunder to any other party or parties nor shall LESSEE assign or sublet all or any portion of the Premises without first - 19-
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obtaining the written consent of CITY. CITY shall not unreasonably withhold, condition, or delay such consent, provided that the proposed assignee has the financial capacity, relevant industry experience as reasonably determined by CITY), and sufficient staffing reasonably necessary to perform LESSEE's obligations hereunder, and provided further that the assignee does not plan any material aesthetic modifications to the Facilities. CITY shall respond to LESSEE's request to assign or sublet all or any portion of the Premises within thirty (30) days of receipt of such request. Notwithstanding the foregoing, with prior written notice to CITY, LESSEE may assign or sublet to any entity controlled, controlling, or under common control with LESSEE or the purchaser of a majority of LESSEE's assets in the local market without approval of CITY. Any assignment or subletting of the Premises without such prior written consent, except as provided for herein, shall be null and void. LESSEE may additionally grant or transfer rights to sign panels on any terms otherwise consistent with, and do not exceed the term and conditions of this Agreement.

In the event of a prohibited assignment or subletting, CITY may, at its option, declare a forfeiture of the same in any manner provided by law. LESSEE covenants that LESSEE and assignee or sublessee subject to CITY approval shall execute a written agreement, in form and content reasonably acceptable to CITY, provided that such agreement does not materially change the parties' obligations hereunder. Upon the assignment of this Agreement in accordance with this Section LESSEE, LESSEE will be forever released of all obligations accruing after the date of the transfer.

19. Attorneys' Fees. In the event any action or proceeding is brought between the parties hereto seeking interpretation or enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be entitled to have and to recover its actual attorneys' fees and other expenses in connection with such action or proceeding, in addition to its recoverable court costs, from the losing party.

20. Fixtures. Subject to the continuous operation covenant in Section 4.F.1 above, all Facilities, trade fixtures and/or temporary facilities installed or placed on the Premises by LESSEE may be removed by LESSEE at any time during the Term, so long as the same may be removed without permanent damage to the Premises. LESSEE shall repair all damage which may result therefrom, at LESSEE's sole cost and expense, to the reasonable satisfaction of CITY.

21. Indemnification.

A. For purposes of this section 21, the following definitions will apply:
1) "Liabilities" means all liabilities, claims, demands, damages, and costs (including reasonable attorneys' fees and litigation costs through final resolution on appeal) that arise directly or indirectly from LESSEE's possession or use of the Premises.
2) "Occurrence" means (A) the death of, or injury to, any Person; and (B) damage to, or destruction of, any real property, personal property (including intellectual property), or the environment (broadly interpreted to include the air, soil, soil vapor, surface water, groundwater, flora, and fauna on or about the Premises). -20-
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3) "Person" is to be interpreted broadly and includes LESSEE and LESSEE's directors, officers, employees, contractors, and agents-, and CITY and CITY's elected officials, officers, employees, contractors, and agents.

B. LESSEE agrees to defend, protect, indemnify and hold CITY and its officials, employees, volunteers, lenders, agents, representatives and contractors and each of their successors and assigns free and harmless from and against any and all claims for damage to persons or property, third party claims, judgments, causes of action, damage, penalties, costs, liabilities, and expenses, including all reasonable out- of-pocket costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (a) any LESSEE default under this Agreement including in the performance or non-performance of any obligation on LESSEE's part to be performed under the terms of this Agreement; (b) LESSEE's performance of the design and construction of the Sign; and (c) LESSEE or LESSEE's representative's or agent's use of the Premises, the Sign, any portion thereof, or any improvements thereon, the conduct of LESSEE's business, or any activity, work, or thing done, permitted, or suffered by LESSEE or its representatives or agents in or about the Premises or any portion thereof, or any improvements thereon, excepting liability arising out of the sole negligence or willful misconduct of CITY, its officials, employees or contractors.

C. Without limiting the foregoing, LESSEE's obligation under this section includes liabilities arising from any of the following:
(i) Any Occurrence that is caused by, or related in any way to, a verbal or nonverbal display on the Sign.
(ii) LESSEE's failure to perform any provision of this Agreement due to no fault of CITY, to comply with any requirement of law applicable to LESSEE, or to fulfill any requirement imposed by any governmental entity (including CITY when acting as a government) on LESSEE or on LESSEE's use of the Premises.
(iii) Any claim that LESSEE's policies with respect to the allocation of advertising time violates any Person's or Persons' First Amendment rights.
(iv) Any Occurrence caused or allegedly caused by (i) any condition of the Premises created by LESSEE or by any
Person on the Premises with LESSEE's permission; or (ii) some act or omission on the Premises by LESSEE or by any Person on the Premises with LESSEE's permission.

D. Notwithstanding anything in this Section 21, LESSEE will not be responsible for, and the foregoing indemnification shall not cover: (a) conditions that existed prior to the date that CITY delivers exclusive control of the Premises to LESSEE and whether prior to the Effective Date or not, were not caused by LESSEE or its -21 -
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authorized representatives; (b) liabilities arising where a third party challenges the CITY's restrictions on advertising, as provided for in Section 4.N; (c) CITY's Usage of the Facilities and Premises as provided for in Section 4.1, and (d) CITY's construction, operation, maintenance, and other activities related to any of the CITY's Telecommunication Facilities, as provided for in Section 4.J, or other municipal facilities on the Premises.

E. Indemnity obligations in this Agreement shall survive termination of this Agreement.

22. Insurance.

A. Fire and Extended Coverage. Throughout the Term, at LESSEE's sole cost and expense, LESSEE shall keep or cause to be kept insured, the Premises and all of its other improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for such structures, including vandalism and malicious mischief. The amount of insurance shall be the then replacement cost, excluding costs of replacing excavations and foundations but without deduction for depreciation (herein called "full insurable value").

B. Commercial General Liability Insurance. Throughout the Term, at LESSEE's sole cost and expense, LESSEE shall keep or cause to be kept in full force and effect, commercial general liability insurance against claims and liability for personal/bodily injury, death, or property damage arising from the use, occupancy, disuse, or condition of the Premises, improvements thereon, or adjoining areas or ways, providing protection of at least Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000) aggregate.

C. Policy Form, Contents and Insurer. All insurance required by express provision of this Agreement shall be carried only by financially responsible insurance companies licensed to do business in the State of California with a current A.M.

Best rating of no less than A:VII. All such policies shall contain language to the effect that: (1) the policies are primary and noncontributing with any insurance that may be carried by CITY; (2) the policies cannot be canceled or terminated except after such prior notice to CITY by the insurer as it customarily provides; (3) CITY and each of CITY's elected officials, officers and employees are additional insureds for the commercial general liability policy thereunder; (4) any failure by LESSEE to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect the required coverage; and (5) the required insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. LESSEE shall furnish CITY certificates and endorsements evidencing the insurance. LESSEE may effect for its own account any insurance not required under this Agreement.

D. Failure to Maintain Insurance; Proof of Compliance. LESSEE shall deliver to CITY, in the manner required for notices and copies of endorsements to all -22-
18151998.11
Exhibit 2 37

insurance policies required by this Agreement, within the following time limits: (1) For insurance required at the commencement of this Agreement, within ten (10) days after execution of this Agreement and prior to LESSEE's occupancy of, or performance of any construction on, the Premises; (2) For insurance becoming required at a later date, at least ten (10) days before that requirement takes effect, or as soon thereafter as the requirement, if new, takes effect; (3) For any renewal or replacement of a policy already in existence, as soon as practical after the renewal or replacement.

E. Other Insurance. Any other form or forms of insurance as CITY may reasonably require from time to time, in form, amounts and for insurance risks against which a prudent lessee/tenant would protect itself, but only to the extent such risks and amounts are available in the insurance market at commercially reasonable costs.

F. If LESSEE fails or refuses to procure or maintain insurance as required by this Agreement, or fails or refuses to furnish CITY with required proof that the insurance has been procured and is in full force and effect and paid for, then CITY shall have the right, at CITY's election and upon fifteen (15) business days' notice, to procure and maintain such insurance. The premiums paid by CITY shall be treated as added rent due from LESSEE with interest at the rate of nine percent (9%) per year or the maximum allowable legal rate in effect in the State of California on the date when the premium is paid, whichever is lesser, to be paid on the first day of the month following the date on which the premium was paid. CITY shall give prompt notice of the payment of such premiums, stating the amounts paid and the names of the insurer or insurers, and interest shall run from the effective date of coverage until reimbursed by LESSEE.

23. Authority of Parties.

A. Each party executing this Agreement represents and warrants that the individual executing this Agreement on behalf of such party is fully authorized to execute and deliver this Agreement on behalf of such party and that this Agreement is binding upon such party in accordance with its terms.

B. The CITY hereby delegates to its CITY Manager, the authority to extend any time periods established by this Agreement for up to one (1) year if deemed necessary, in the CITY Manager's sole and absolute discretion.

24. Waiver. The waiver by either party of any term, provision, covenant or condition herein contained shall not be deemed to be a waiver of such term, provision, covenant or condition on any subsequent breach of the same or any other term, provision, covenant or condition herein contained. The subsequent payment or acceptance of rent hereunder shall not be deemed to be a waiver of any preceding breach by the party so acting, of any term, provision, covenant or condition of this Agreement, other than the payment or failure to pay the particular rental so paid or accepted, regardless of the aggrieved party's knowledge of such preceding breach at the time of payment or acceptance of such rent.

25. Time. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.
-23 -
18151998.11
Exhibit 2 38

26. Further Assurances. Each party will execute all additional documents or instruments and take all necessary action that either party reasonably considers necessary to carry out the proper purposes of this Agreement.

27. Force Majeure.

A. "Force Majeure Event" means a cause of delay that is not the fault of the party who is required to perform under this Agreement and is beyond that party's reasonable control, including the elements (including floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, pandemics, the actions or inactions of any governmental entity (excluding City) or that entity's agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.

B. If the performance of any act required by this Agreement or any cure to be performed by either CITY or LESSEE is prevented or delayed because of a Force Majeure Event, then the lime for performance will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused, An extension of time for any such Force Majeure Event will be for the period of the enforced delay and will commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of CITY and LESSEE.

28. Successors. Subject to the provisions of this Agreement with respect to assignment and subletting, each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the heirs, administrators, executors, successors and assigns of the respective parties.

29. Notices. Any notice or payment required or permitted to be given hereunder shall be in writing and may be either personally served or sent by a nationally recognized overnight courier service or by United States mail, certified or registered, return receipt requested, with postage prepaid and properly addressed. Such notice or payment shall be deemed to have been given: (a) if personally served, on the same day that such personal service is made; (b) if sent by overnight delivery service, on the next succeeding business day; or (c) if deposited in the United States mail, on the third (3rd) business day thereafter. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is given as provided in this Section 29) shall be as follows:

CITY: City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Attn: City Manager
Telephone: 562-806-7702
Facsimile: 562-806-7709
-24-
18151998.11
Exhibit 2 39

With a copy to: City Attorney
Rick R. Olivarez
500 S. Grand Ave 12th Floor
Los Angeles, CA 90071
Telephone: 213-744-0099
Facsimile: 213-744-0093
LESSEE: Outfront Media, LLC
1731 Workman Street
Los Angeles CA 90031
Telephone: (323) 276-7255
Facsimile:

With a copy to:

Sean Marciniak
Hanson Bridgett LLP
425 Market Street, 26th Floor
San Francisco, CA 94105
Telephone: (925) 746-8471

30. Execution by CITY Not a Waiver. LESSEE understands and agrees that CITY, by entering into and executing this Agreement, shall not have waived any right, duty, privilege, obligation or authority vested in the CITY to approve, disapprove or conditionally approve any application which LESSEE may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which said CITY may be empowered to apply, including but not limited to any use permit or approval, whether similar in nature or not.

31. Entire Agreement. All Exhibits identified herein and attached hereto are expressly incorporated into and form a part of this Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all negotiations, representations, or oral or written agreements made prior to the execution of this Agreement. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon by either party. Each party has relied on its own examination of this Agreement, the counsel of its own advisors, and the warranties, representations, and covenants in this Agreement itself. The failure or refusal of either party to inspect the Premises or improvements, to read the Agreement or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.

32. Interpretation. This Agreement is to be interpreted and construed according to the laws of the State of California.
-25 -
18151998.11
Exhibit 2 40

33. Captions. The captions in the headings of the paragraphs of this Agreement are for convenience only and are not part of the substantive terms of this Agreement.

34. Amendments. This Agreement may be modified only by a written instrument signed by the parties in interest at the time of the modification. The parties shall amend this Agreement from time to time to reflect any adjustments that are made to the rent or other charges payable under this Agreement.

35. Rent Defined. All monetary obligations of LESSEE to CITY under the terms of this Agreement are deemed to be rent.

36. Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable as determined by a court of competent jurisdiction, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

37. Attornment. LESSEE agrees to attorn to any party who acquires ownership of the Premises, and that in such event, such new owner shall not be: (a) liable for any act or omission of any prior CITY or with respect to events occurring prior to acquisition of ownership of the Premises; or (b) subject to any offsets or defenses which LESSEE might have against any prior CITY.

38. Quiet Possession. So long as LESSEE is not in default under this Agreement and is paying the Rent and performing all of the covenants and conditions of this Agreement, LESSEE shall quietly have, hold, and enjoy the Premises during the Term and any Option(s) (if exercised) without interruption or disturbance from CITY or any other persons claiming by, through or under CITY.

39. Relationship of the Parties; Not Third-Party Beneficiaries. This Agreement does not create any relationship or association between CITY and LESSEE other than that of landlord and tenant, and ii is expressly understood and agreed that CITY does not in any way nor for any purpose become a partner of LESSEE or a joint venturer with LESSEE in the conduct of LESSEE's business or otherwise; nor does this Agreement create between CITY and LESSEE the relationship of principal and agent. The parties do not intend to create any third-party beneficiaries to this Agreement.

40. Non-Liability. No member, official, or employee of either party will be personally liable to the other, or any successor in interest, in the event of any default or breach by a party or for any amount which may become due to a party or its successors, or on any obligations under the terms of this Agreement. Each hereby waives and releases any claim it may have against the members, officials or employees of the other party with respect to any default or breach by such party or for any amount which may -26-
18151998.11
Exhibit 2 41

become due to the non-defaulting party or its successors, or on any obligations under the terms of this Agreement.

41. Venue. Any action to enforce or interpret this Agreement must be filed in the Superior Court for the of Los Angeles, California.

42. Commission. Each party represents to the other that it has not been represented by any broker in connection with this Agreement and that no real estate broker's commission, finder's fee or other compensation (individually and collectively, "Commission") is due or payable. Each party agrees to indemnify and hold the other harmless from any claims or liability, including reasonable attorneys' fees in connection with a claim by any person for a Commission based upon any statement, representation or agreement of the other party.

43. Memorandum of Lease. CITY and LESSEE shall execute, acknowledge and record a Memorandum of Lease in the form attached as Exhibit E with respect to LESSEE's lease of the Premises in the official records of the county in which the Premises is located.

44. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A party's signature transmitted by facsimile or electronic mail shall be valid and effective.
[Signatures appear on next page.]
-27 -
18151998.11
Exhibit 2 42

WHEREFORE, the parties hereto have entered into this Agreement as of the date set forth below opposite the name of each signatory hereto. "LESSEE" OUTFRONT MEDIA LLC, a Delaware
limited liability company
Dated:

By:
"CITY" CITY OF BELL GARDENS, a municipal
corporation
Dated:

By:

Michael B. O'Kelly, City Manager
-28-
18151998.11
Exhibit 2 43

EXHIBIT "A"

LEGAL DESCRIPTION OF PREMISES
LEGA[ DESCRP F� ON
EXHRT " A "'
Alll THAT CERTAIN L.AND S IT UAT ED IN Tfl E CITE' OF" CELL GARDENS, COUNTY OF LOS ANGELES, SIATE OF CAI IFORN41A LYING WI-1-1-11N A PORTION OF LOT' OF I. HEYMAN TRACT, AS PER MAP RECORDED IN BOOK 7, PAGE 249,OF DEEDS, IN THEOFFICE OF THE COUNTY RECORDER.OF SAID COUNTY, MORE PAR"I'lCUI ARI Y DESCRIBED AS FOLLOWS!
BEGINNING AT THE INTERSECTION OF THE EA TERLY 80L,11\11DARY OF

JABONERIA IROAD AND THE WESTERLY PROJECTION OF THE SOUTHERLY RI III"'0,F WAY OF S H Ll 1�,I, STREET AS SH 0 W N ON TRACT M A P N 0, 1.0,87 80 BEING A RESUBDIVSION OF SAID L HEYMAN TRACT,;
THENCE, A DISTANCE OF 47.48', S 41 a 52' 30" W, TO A POINT ALONGT11E EASTERI Y BOUNDARY OF LOT 3 OF 1. HEY MAN TRACT;
THENCE, A DISTANCE OF71,05', N 00,a 26' 51" E, ALONG SAID, EASTERLY 80I WARY OF LOT 3, TO,,,A, POINT INTERSECTING T11E WESTERLN RIGH'r or 'WAY OF SAID JABONERIA ROAD,
THENCE, A DISTANCE 0 F 54,l V, S 8 3 a 33' 49"' E, TO A POINT ON A NON-TANGENT CURVE CONCAVED, NORTHEASTERLY" HAVING A CENTRAL ANGI E OF 56" 36' 25,", WITH A RADIUS o,r 35,00", AND AN AR,C LENGTH Dr, 3458' T0 A POINT ON A IANGENT OF SHULL STREET SOUTHERLY RIGHT Of WAY;
THENCE, A DISTANCE OF 11 Sulk 0', S 27 0 06' 102" W, TO A POINT; THENCE, A DISTANCE OF 41-65'.. N 82 0 42' ,45; " W TO THE POINT OF BEGINN]iNG.

AREA DESCRIBE D,CONSISTS OF APIPI10XI MATO Y 2,819,61 SQUARE FEET, MORE OR LESS.
ell
NICK S. SERVIN, RCE 33538
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T (51111�`o
18151998.11
Exhibit 2 44

EXHIBIT "B"

SITE PLAN OF PREMISES
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18151998.11
Exhibit 2 45

EXHIBIT "C"

DEVELOPMENT PLANS
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18151998.11
Exhibit 2 46

EXHIBIT "D"

REMOVED BILLBOARDS
Outfront shall remove the following Existing Billboards in accordance with the terms and conditions of this Agreement:

NumberPanel Location Caltrans Permit
Number
Panel Long Beach Fwy (1-710,)/ EL 400ft S Permit No. 34953 2346 Shull Street.- postmile 18.744
......... ......... g........ ......... ....:( ....:) ......... ......... ......... ......... ......... ........: ......... ..................

Panel Lon Beach Fwy1-710 / EL 400ft S Permit No. 34953 3510 Shull Street- postmile 18.744
-----------------
Panel wLong Beach Fwy (1-710)/ EL 400ft S Permit No. 34952 3549 Shull Street,- postmile 18.73
18151998.11
Exhibit 2 47

EXHIBIT "E"

FORM OF MEMORANDUM OF LEASE
[ATTACHED]
18151998.11
Exhibit 2 48

RECORDING REQUESTED BY:

Outfront Media, LLC
1731 Workman Street
Los Angeles, CA 90031
Attention: Collin Smith
AND WHEN RECORDED MAIL TO:

Outfront Media LLC
1731 Workman Street
Los Angeles, CA 90031
Attention: Collin Smith

SPACE ABOVE THIS LINE FOR RECORDER'S USE

EXEMPT FROM RECORDING FEES PURSUANT TO GOVERNMENT CODE SECTION 27383 AM) DOCUMENTARY TRANSFER TAXES PURSUANT TO REVENUE AND TAXATION CODE SECTION 11922.

MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE ("Memorandum") is made effective as of this day of 12022, by and between the CITY OF BELL GARDENS, a municipal corporation ("Ci�t rr") and OUTFRONT MEDIA, LLC, a Delaware limited liability company ("Tenant'), with respect to the following:

In connection with the construction and operation of an electronic billboard on real property (the "Premises") owned by the City located in the City of Bell Gardens, County of Los Angeles, State of California, near Interstate 710, and previously used as public rights-of- way, the City and Tenant entered into that certain Sign Lease and Relocation Agreement, dated , 2022 (the "Lease"). Pursuant to the Lease, Tenant and the City agreed (among other things) that Tenant would lease, construct, and operate an electronic billboard for general advertising on the Premises. The Premises is legally described on Exhibit A attached hereto, and depicted as that shaded area on Exhibit B attached hereto. The term of the Lease is ten (10) years with two (2) five (5) year tenant options to extend commencing from the operational date of the electronic billboard. The electronic billboard shall be constructed and used in accordance with the terms of the Lease and such other permits, licenses, and permissions issued and granted by the City and the State of California. This Memorandum. is recorded to provide record notice of the Lease. Nothing in this Memorandum shall modify or amend the Lease, and in the event of any conflicts between this Memorandum and the Lease, the provisions of the Lease shall prevail. [Signature Pages Follow]
18151998.11
Exhibit 2 49

IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum effective as of the date first written above.

City:

CITY OF BELL GARDENS, a California
municipal corporation
By:

Name: Michael B. O'Kelly
Its: City Manager
Tenant:

OUTFRONT MEDIA, LLC,
a Delaware limited liability company
By:

Name:

Its:
[Signatures to Be Notarized]
18151998.11
Exhibit 2 50

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

State of California )
County of Alameda )
On 2022, before me, a Notary
Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
18151998.11
Exhibit 2 51

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
18151998.11
Exhibit 2 52

EXHIBIT A TO MEMORANDUM OF LEASE

LEGAL DESCRIPTION OF THE PREMISES

ALL THAT CERTAIN LAND SITUATED IN THE CITY OF BELL GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA LYING WITHIN A PORTION OF LOT 3 OF I.

HEYMAN TRACT, AS PER MAP RECORDED IN BOOK 7, PAGE 249 OF DEEDS, IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE EASTERLY BOUNDARY OF JABONERIA

ROAD AND THE WESTERLY PROJECTION OF THE SOUTHERLY RIGHT OF WAY OF SHULL STREET AS SHOWN ON TRACT MAP NO. 10878, BEING A RESUBDIVSION OF SAID I. HEYMAN TRACT;
THENCE, A DISTANCE OF 47.48', S 410 52' 30" W, TO A POINT ALONG THE EASTERLY BOUNDARY OF LOT 3 OF I. HEYMAN TRACT;
THENCE, A DISTANCE OF 71.05', N 000 26' 51" E, ALONG SAID EASTERLY BOUNDARY OF LOT 3 TO A POINT INTERSECTING THE WESTERLY RIGHT OF WAY OF SAID JABONERIA ROAD;
THENCE, A DISTANCE OF 54.11', S 830 33' 48" E, TO A POINT ON A NON-TANGENT CURVE CONCAVED NORTHEASTERLY, HAVING A CENTRAL ANGLE OF 560 36' 25", WITH A RADIUS OF 35.00', AND AN ARC LENGTH OF 34.58' TO A POINT ON A TANGENT OF SHULL STREET SOUTHERLY RIGHT OF WAY;
THENCE, A DISTANCE OF 16.00', S 270 06' 02" W, TO A POINT; THENCE, A DISTANCE OF 41.65', N 820 42' 45" W TO THE POINT OF BEGINNING.

AREA DESCRIBED CONSISTS OF APPROXIMATELY 2,819.61 SQUARE FEET, MORE OR LESS.
18151998.11
Exhibit 2 53

EXHIBIT B TO MEMORANDUM OF LEASE
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181509&11
Exhibit 54

RESOLUTION #PC 2022-09

RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF BELL GARDENS FINDING THAT THE

LEASE OF CITY-OWNED PROPERTY CONFORMS

WITH THE GENERAL PLAN AND RECOMMENDING

TO THE BELL GARDENS CITY COUNCIL

APPROVAL OF THE ELECTRONIC BILLBOARD

LEASE AGREEMENT BY AND BETWEEN THE CITY

OF BELL GARDENS AND OUTFRONT MEDIA, LLC
(FILE No. 2022-026)
WHEREAS, the property owner, the City of Bell Gardens ("City"), is proposing to lease certain City-owned rights of way (no situs) located immediately adjacent to the corner of Shull Street and Jaboneria Road and along the Interstate 710 freeway ("Subject Site);
WHEREAS, the Subject Site is approximately 2,000 square feet and is located in the landscaped between Julia Russ Asmus Park and a vacant property at 5636 Shull Street and is presently zoned MPD(Manufacturing Planned Development)within the Electronic Billboard Overlay District (EBOD);
WHEREAS, the City issued a Request for Proposals seeking proposals from qualified companies to construct an electronic billboard for commercial advertising purposes;
WHEREAS, OutFront Media, LLC's was the only company that submitted a formal proposal and staff was confident in selecting OutFront based on the strong economic projections and their ability to meet the strict Caltrans permit requirements; WHEREAS, the City desires to enter into a billboard lease agreement with OutFront Media, LLC for construct and operation of an electronic billboard on the Subject Site;
WHEREAS, pursuant to Government Code Section 65402, the Planning Commission must prepare a report that indicates that the disposition of the subject site conforms with the City's General Plan; and
WHEREAS, pursuant to Bell Gardens Municipal Code Section 9.04.065, the Planning Commission shall hold a public hearing and consider the recommendation of the electronic billboard agreement to the Bell Gardens City Council.

NOW, THEREFORE, THE PLANNING COMMISSION DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein.

Exhibit 3 55

Resolution #PC 2022-09

Page 3 ends

Finding: The proposed Billboard would not create a traffic or safety problem. The location of the proposed Billboard would be located in a landscaped portion between Julia Russ Asmus Park and a vacant property at 5636 Shull Street, along the Interstate 710 Freeway sound wall. The proposed Billboard would be located away from any vehicle traffic and would not impair on-site vehicle access, circulation, or visibility.

4. The proposed electronic billboard would not interfere with on-site parking or landscaping required by city ordinance or permit;
Finding: The location of the Billboard is proposed to be in a landscaped portion between Julia Russ Asmus Park and a vacant property at 5636 Shull Street, along the Interstate 710 Freeway sound wall. The landscaped area does not currently have any live plant material. The 42-inch diameter of the support pole would not interfere with any future landscaping. The Billboard is proposed to be located away from any vehicle traffic and would not impair on-site vehicle parking, access, circulation, or visibility.

5. The proposed electronic billboard would not otherwise result in a threat to the general health, safety and welfare of city residents; and Finding: The proposed Billboard would not result in a threat to the general health, safety and welfare of City residents. The Billboard is proposed to be located in a portion of unused public right away that is surrounded by a public park, the Interstate 710 Freeway, and residential uses. The nearest residential use is approximately 60 feet to the northeast, which is further than the 150-foot separation required under Chapter 9.40 of the Municipal Code. The proposed sign does not have any-moving or mechanical parts, emits zero noise or odor, and would not generate any vehicle traffic onto or from the Subject Site. If approved to be erected, the proposed Billboard would emit small amounts of LED light from the display screens, and LED illumination from the background cabinet, at levels below the 0.3 foot- candles above ambient light, as measured using a foot-candle meter, at a preset distance as allowed under Chapter 9.40 of the Municipal Code.

6. The proposed electronic billboard, in addition to its aesthetic treatment, provides public benefits that would not otherwise accrue to the public in the absence of its installation.

Finding: The proposed Billboard would provide public benefits. The proposed Billboard would provide three (3) general public benefits: revenue; branding; and public notices. Under the terms of the Lease, the City would ground lease the Subject Site to OutFront for a period often (10)years, with two five (5)-year extensions. Each year, OutFront shall pay the City a minimum annual guaranteed rent in the initial Exhibit 3 56

Resolution #PC 2022-09

Page 5 ends

SECTION 5. The Commission Secretary shall certify to the passage and adoption of this Resolution, and it shall become effective immediately upon its approval.

PASSED, APPROVED AND ADOPTED this 20th day of July 2022, TONY�RI mm.. ..

VERA, VICE tRPl ON
ATTEST:

ERIKA GUTIERREZ, PLANNING _�________._-.
�`CRETARY
APPROVED AS TO FORM:

LLOYD PILCHEN, ASSISTANT CITY ATTORNEY
Exhibit 3 57

VICINITY MAP
Electronic Billboard Lease Agreement
5614 Shull Street
(File No. 2022-026)
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NOTICE OF PUBLIC HEARING
RESOLUTION NO. 2022-91
CONSIDERATION OF RESOLUTION NO. 2022-91 FINDING THAT THE LEASE

OF CITY-OWNED PROPERTY CONFORMS TO THE CITY OF BELL GARDENS

GENERAL PLAN AND APPROVING THE BILLBOARD LEASE AND

RELOCATION AGREEMENT THAT SATISFIES ALL OF THE FINDINGS UNDER BELL GARDENS MUNICIPAL CODE SECTION 9.40.065 BY AND BETWEEN THE CITY OF BELL GARDENS AND OUTFRONT MEDIA, LLC.

NOTICE IS HEREBY GIVEN that the City Council of the City of Bell Gardens will conduct a public hearing to consider adoption of a resolution finding the lease of the city-owned property located adjacent to the southwest corner of Shull Street and Jaboneria Road conforms to the City of Bell Gardens General Plan, meets applicable development standards, and that the Billboard Lease and Relocation Agreement satisfies all of the findings under Bell Gardens Municipal Code Section ("BGMC") 9.40.065; and approving the Billboard Lease and Relocation Agreement by and between the City of Bell Gardens and Outfront Media, LLC and authorizing the City Manager to execute the Billboard Lease and Relocation Agreement on behalf of the City.

DATE OF HEARING: September 12, 2022
TIME OF HEARING: 6:00 P.M., or as soon thereafter as possible ENVIRONMENTAL DETERMINATIONS: In accordance with the provisions and guidelines of the California Environmental Quality Act ("CEQA"), the project qualifies for a Class 32 Categorical Exemption pursuant to Section 15332 (In-Fill Development) and a Class 3 Categorical Exemption pursuant to Section 15303(b) (New Construction or Conversion of Small Structures) of the State CEQA Guidelines.

INVITATION TO BE HEARD: The public hearing will be held before the City Council of the City of Bell Gardens on Monday, September 12, 2022, at 6:00 p.m. Pursuant to Government Code Section 54953, recently amended by AB 361, and given the current health concerns, members of the public can access meetings live at https://www.belIgardens.org/i-want-to/watch-city-council- meetings. Members of the public may participate via Zoom by clicking on the City Council's Meeting Calendar on the website. (Be sure to download the Zoom App), the meeting ID is: 813 3236 4343 and the Passcode is: 2021. Comments may also be made via the zoom app by using the "Raise Hand" feature on the zoom app, when it is your turn to speak the host will unmute you.

Live comments may also be made by call-in users on zoom by dialing (669)900-9128, when prompted enter the Webinar ID:813 3236 4343#, followed by Passcode: *2021#.

During the public comments press *9, when it is your turn to speak, the user will need to dial *6 to unmute. Comments will not be accepted in the QandA/Chat function of the zoom app. Members of the public may also submit comments electronically for consideration by the City Council by sending them to al, � ()i i 7i lr;i1i��a ekrl eI��e �. i r r;i qrb s i g To ensure distribution to the members of the City Council prior to consideration of the agenda, please submit comments no later than one (1) hour prior to the meeting. Those Exhibit 7 61

comments, as well as any comments received after, will be distributed to the members of the City Council and will be made part of the official public record of the meeting. Contact the City Clerk's office at 562-806-7704 or the receptionist's desk at 562- 806-7700 for any questions.

The City Council staff report will be available Thursday, September 8, 2022, and will be posted on the City's website.

Daisy Gomez
City Clerk
Posted: September 1, 2022
Bell Gardens City Hall
Bell Gardens John Anson Ford Park
Bell Gardens Veterans Park- Ross Hall Auditorium
Bell Gardens Department of Public Works
Exhibit 7 62

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 2.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Daisy Gomez, City Clerk
SUBJECT: GENERAL MOTION TO WAIVE FULL READING AND APPROVE ORDINANCES BY TITLE ONLY PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 36934 DATE: September 12, 2022
RECOMMENDATION:

It is staff recommendation that the City Council approve a general motion to waive full reading and approve Ordinances by title only pursuant to California Government Code Section 36934.

BACKGROUND/DISCUSSION:

In order to expedite the conduct of business at Council meetings, California State Law(California Government Code Section 36934) allows Ordinances to be read by title if a majority of the Council supports the motion waiving the full reading. Most California cities adopt a standard motion at the beginning of each meeting in order to effectuate this waiver.

Since most of the Ordinances introduced and adopted consist of multiple pages of technical language, reading by title only allows the Council to eliminate the communication of redundant information and attend to other matters during the meetings. Otherwise, the entire Ordinance language will have to be read in full.

CONCLUSION:

Allowing ordinances to be read by title only, according to California State Law, will expedite the conduct of business at Council Meetings.

FISCAL IMPACT:

No fiscal impact.

APPROVED ELECTRONICALLY BY:

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 3.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Manuel Carrillo, Director of Finance &Administrative Services SUBJECT: WARRANT REGISTERS AND WIRE TRANSFERS
DATE: September 12, 2022
RECOMMENDATION:

BACKGROUND/DISCUSSION:

The attached warrant registers, wire transfers, and net payrolls are for 07/28/22, 08/02/22, 08/09/22, 08/11/22, 08/15/22, 08/16/22 and 08/23/22. The warrant registers, wire transfers, and net payrolls reflect the financial obligations of the City for the above referenced dates.

CONCLUSION:

If the recommendation to the City Council is approved, then the warrant registers, wire transfers, and net payrolls dated 07/28/22, 08/02/22, 08/09/22, 08/11/22, 08/15/22, 08/16/22 and 08/23/22 will be received and filed.

FISCAL IMPACT:
aV°rainL ua� osLeir 08/02/)) 11827 11 1182750 a 15 ,zfzf )5 ..

III otWI Vouuuc heir .... 111" 4)144 5..

Wire trairnsfer 07/28/22 17II II 17 15 a 2zI7,0 II 711.

Warrant ira sLeir 08/02/)) 1.82751. 182811.1..... �s f'1 1`51`583 '5 ..

III'"otWI IBank " 921620 24 ..
et ..07/28/)) $z16 D 887))..

III otWI Vouuucheui° 111 0153 1507 46
Warrant a a� osLeir 08/09/22 18281.2 11 8)fH O aP20, 29.62 .

III otWI Vouuucheir .... 2q 2� 62..

Wire trairnsfer.. 08/09/22 1.7 II 6 ads 11 1. ,025 00..

Warrant trairnsfer 08/09/22 11 828 11 1182902.... �1123,939.93 ..

III otWI Vouuucheui° 236,964.93
Wire trairnsfer 8/11 11/)) 117117 1172 a 2s 511, 15`8) ..

Wire trairnsfer 8/11'5/)) II 7)II a z1 87..

Warrant ua� osLeir 08/II6/)) 1.82903 1182962.. �244.,28 68 III otWI IBank ,496315 94
et ..08/11.:11./)) A68 318,66
64 III otWI Voucheir V§41?36.60
Wanrain� D�N�IsLeir 08/1.6/22 182963 182979 ��1187.36 III otWI Voucheir
Warrant trainsfer 08/23/22 1.82980 183080 as§711Z�69.00 III otWI Voucher 6ZIZI§2:90
Wanrain� D IIsLeir 08/23/22 183081. 183096 a 26Z�f93.97 III otWI Voucheir '1�6jjqq��97
G rain III otWI Vouchers 111.9
ATTACHMENTS:

Exhibit 1- Warrant Register
APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 65 C co co d' I tt 0') = O Of O O O O CD r a- (D CO O ClO CD O C Cn r r O O to (G r r O O O O 0 w CD (o m m M 0 O O O O O N r r u7 V7 0 0 0 0 r r ti 01 N N O CDO O QIl- LO N U] O co co m M O O O O O O Nr N N O O r OD Co M M OD co r r r r r r h 1� (D N N l h h et Cl) M oo co
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CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 4.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Gustavo Romo, Community Development Director
Steven Jones, City Planner
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH TIERRAWEST

ADVISORS FOR ADMINISTRATION OF THE DTSC EQUITABLE COMMUNITY REVITALIZATION GRANT (ECRG) FOR5600-5636 SHULL STREET (FORMER BERK

OIL SITE)
DATE: September 12, 2022
RECOMMENDATION:

BACKGROUND/DISCUSSION:

Since 1985 the former Berk Oil site on Shull Street (Project Site) has been the subject of numerous investigations and reports of contamination. The Project Site is a DTSC EnviroStor site. EnviroStor is DTSC's data management system for tracking cleanup, permitting, enforcement and investigation efforts for sites with known or potential contamination.

The Project Site was used for the manufacturing of cardboard forms for gasoline tanks. This facility was later occupied by metal finishing businesses through the early 1990s. The western portion of the subject property was used for asphalt mixing and oil distribution from approximately 1965 through 1989 when the facility was demolished.

Six known underground storage tanks (USTs) and a sub-grade steam cleaning sump were used during their years of operation. A fire destroyed a significant portion of the former metal finishing facility. Preliminary investigations revealed volatile organic and petroleum hydrocarbon contamination across several of the parcels. There was concern that contamination sources were polluting the underlying groundwater, further compromising environmental conditions within the City of Bell Gardens (City) and beyond.

The property was sold to the City Redevelopment Agency in 1992. Since the acquisition, the area has lain fallow and unused and has recently had conceptual approvals for residences and erection of an electronic billboard.

I n August 2011, DTSC approved a Targeted Site I nvestigation (TS 1) for the Project Site, which consisted of a contiguous series of vacant parcels, bounded by residences to the north, and to the west by the 1-710 freeway. The Los Angeles Regional Water Quality Control Board (RWQCB) is the lead agency working with DTSC and City for the Project Site's cleanup activities. The Project Site is an Open Site Assessment with the Los Angeles Regional Water Quality Control Board as of 10/19/2015, designated as Berk Oil (SL163462338), 5614 Shull St, Bell Gardens CA 90201.
109

In 2021, Gov. Gavin Newsom signed legislation that allocated $500 million to expedite the cleanup and beneficial reuse of contaminated properties. Senate Bill 158 authorized DTSC to implement a new grant program to investigate and clean up contaminated properties in communities overburdened by pollution. As a result of the former industrial use of the site, the current and future use is affected by real and perceived environmental contamination characterizing it as a brownfield site. The ECRG provides financial assistance to communities via reimbursable grants to investigate and clean up brownfield sites through a competitive process. City applied for and was awarded the funds from the ECRG to clean up the site for residential purposes. City's application to reimburse eligible environmental cleanup activities was approved by the DTSC's Office of Brownfields on June 6, 2022, for a period of 24 months. The awarded amount is to address the historically disproportionate impacts to communities and to revitalize land for public benefit within the Project Site. In doing so, equitable development is promoted by advancing economic opportunity, preventing displacement, increasing connectivity, developing healthy and safe communities, and supporting environmental justice.

The proposed Agreement would be funded by the ECRG from the endowment made available to California public entities to conduct community-wide assessments, environmental investigations, and environmental cleanups.

Previous Project Site characterization (Supplemental Phase I I Investigation) was funded through a community-wide Brownfields Assessment Grant that DTSC received from the United States Environmental Protection Agency (EPA) (Cooperative Agreement BF-99T29601).

To address the City's needs and the ECRG requirements, on August 1, 2022, a Request for Proposals (RFP)was released.

The RFP requested a scope of services proposal to address the following:
1 . Coordination between the parties involved, including DISC, Water Board, City of Bell Gardens and Contractors.

2. Oversee invoicing and budget management.

3. Submit quarterly reports to DISC.

4. Oversee ECRG commitments.

5. Oversee community engagement.

6. Track permits and approvals.

EVALUATION OF CONSULTANT PROPOSALS
Planning Division staff of the Community Development Department reviewed the proposal in response to the RFP and recommends that Tierra West Advisors be selected based on subject experience, qualifications, cost and familiarity with the Project Site and City.

CONCLUSION:

If approved, a Professional Services Agreement with Tierra West Advisors to provide administration services to City for the ECRG will be contracted.
110

FISCAL IMPACT:

Approval of the Agreement and adoption of the resolution would have no fiscal impact to City in that city staff time as well as that of consultants and other authorized parties would be supported in full by the ECRG. The consulting services to be provided are based on an hourly rate anticipated to total $243,562.50 of the total $324,750 grant budget for administration of the tasks identified in the RFP. Therefore, the total administration budget for the Consultant is $243,562.50 and $81,187.50 for City staff's time and involvement. No appropriations are anticipated for the consulting or professional services associated with the administration of cleanup activities of the Project Site.

ATTACHMENTS:

Exhibit 1 - Resolution 2022-92
Exhibit 2 -Tierra West Advisors Professional Services Agreement APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 111

RESOLUTION NO. 2022-92

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND

TIERRA WEST ADVISORS
WHEREAS, the City of Bell Gardens (the "City") requires for environmental administration consulting services for 5600-5636 Shull Street, the former Berk Oil site; and
WHEREAS, Tierra West Advisors represents that it is fully qualified to perform such professional services by virtue of its experience, training, education, and expertise; and
WHEREAS, the City has undergone a Request For Proposals (RFP) process in accordance with the City's Purchasing Policies and State Law; and WHEREAS, the City desires to enter into a Professional Services Agreement with Tierra West Advisors.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony, and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council approves a Professional Services Agreement with Tierra West Advisors and authorizes and directs the City Manager to execute the Professional Services Agreement attached as Exhibit 2 to the staff report.

SECTION 3. The City Council further authorizes and directs the City Manager and staff to take all actions necessary and appropriate to implement and effectuate the intent of the City Council as set forth in this Resolution.

SECTION 4. Subject to all applicable laws, the City Council hereby authorizes the City Manager to execute any ancillary documents relating to the Professional Services Agreement, including any amendments, extensions, and other documents consistent with the Professional Services Agreement and this Resolution.

SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution, enter it into the book of original Resolutions, and it shall become effective immediately upon its approval.

Exhibit 1 112

Resolution No. 2022-92
PASSED, APPROVED AND ADOPTED this 12t" day of September 2022.

THE CITY OF BELL GARDENS
Maria Pulido, Mayor
APPROVED AS TO FORM: ATTEST:

Rick Olivarez Daisy Gomez
City Attorney City Clerk
2 of 2
Exhibit 1 113

2022

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Equitable Community Revitalization Grant Environmental Administration Consultation)
(Parties: City of Bell Gardens and Tierra West Advisors)

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into by and between the City of Bell Gardens ("City"), a California municipal corporation and Tierra West Advisors ("Consultant"). The capitalized term "Party" or"Parties" may refer to either City or Consultant, interchangeably as appropriate.

2. RECITALS
WHEREAS, City requires professional services to provide environmental administration consultation for 5600-5636 Shull Street, the former Berk Oil site; and WHEREAS, City staff has determined that Consultant possesses the experience, skills and training necessary to competently provide such services for City.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS
"Effective Date": Date of when Agreement is fully executed by all Parties.

4. TERM
This Agreement shall have a term commencing from the Effective Date through December 31, 2024 (hereinafter, the "Term"). Nothing in this Section shall operate to prohibit or otherwise restrict the City's ability to terminate this Agreement at any time for convenience or for cause as provided under Section 17 (Termination), below.

5. SCOPE OF WORK

5.1 Subject to the terms and conditions of this Agreement, Consultant agrees to provide the services and tasks described in that certain City Request for Proposals entitled "Request for Proposals Equitable Community Revitalization Grant Environmental Administration Consultation for 5600-5636 Shull Street / Former Berk Oil Site" issued August 1, 2022, (hereinafter the "City RFP") and the written proposal of Consultant entitled "Request for Proposals Equitable Community Revitalization Grant Environmental Administrative Consultation for 5600-5336 Shull Street/Former Berk Oil Site Proposal" (hereinafter the "Consultant Proposal") dated August 15, 2022. The City RFP and the Exhibit 2 114

Consultant Proposal are attached and incorporated hereto as Exhibit "A" and "B," respectively. The term "Scope of Work" shall be a collective reference to the City RFP and the Consultant Proposal. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled City RFP and the provisions of the document entitled Consultant Proposal, the requirements of the document entitled City RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

5.2 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Work. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall identify a project administrator and shall have direct responsibility for management of Consultant's performance under this Agreement. No change shall be made in Consultant's project administrator without City' prior written consent.

5.3 Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance.

5.4 Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner.

5.5 Consultant shall at all times enforce strict discipline and good order among Consultant's employees.

5.6 Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

5.7 Consultant shall obtain a City business license prior to commencing performance under this Agreement. Consultant shall perform all work to the highest professional standards of Consultant's profession and in a manner, reasonably satisfactory to City. Consultant shall comply with all applicable federal, state, and local laws and regulations (including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.)).

During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict of interest statute; and (ii) City has not consented in writing to Consultant's performance of such work.

5.8 All of Consultant's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them Exhibit 2 115

by Consultant.

5.9 All of Consultant's employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.

5.10 The Parties acknowledge and agree that Consultant will perform, at Consultant's own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant's failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant's employees, agents, contractors, subcontractors and subconsultants.

Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in their sole and absolute discretion. The Parties acknowledge and agree that City's acceptance of any work performed by Consultant or on Consultant's behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant's profession.

6. COMPENSATION

6.1 Consultant shall perform the Work in accordance with the Cost and Pricing and Fee Schedule which is incorporated to the Consultant Proposal (hereinafter "Compensation Rate").The foregoing notwithstanding, Consultant's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of Two Hundred Forty-Three Thousand Five Hundred Sixty-Two Dollars Fifty Cents ($243,562.50) (hereinafter the "Not-to-Exceed Sum") during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event Consultant's charges are projected to exceed the Not-to- Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant's performance pending City approval of any anticipated expenditures in excess of the Not- to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.

6.2 The Not-to-Exceed Sum will be paid to Consultant in monthly increments as the Work is completed. Following the conclusion of each calendar month, Consultant will submit to City an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of Consultant's Exhibit 2 116

monthly compensation is a function of hours worked by Consultant's personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.

7. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents, or other written material (hereinafter "written products") developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City.

8. RELATIONSHIP OF PARTIES
Consultant is and shall remain at all times as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner City employees. Consultant is not, nor shall become, by virtue of performance of the professional services provided under this Agreement, entitled to any City employee benefits, including but not limited to health insurance, dental insurance, vacation pay, retirement pension, unemployment insurance or workers' compensation insurance.

9. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent by City. City shall grant such consent if disclosure is legally required. Upon request, all City data and any copies thereof shall be returned to City upon the termination or expiration of this Agreement.

10. INDEMNIFICATION

10.1 The Parties agree that City and City's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "City Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Exhibit 2 117

Consultant's commitment to indemnify, defend and protect City as set forth herein.

Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

10.2 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.

10.3 City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant's failure to either pay City promptly for any costs associated with Consultant's obligations to indemnify the City Indemnitees under this Section, or related to Consultant's failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.

10.4 The obligations of Consultant under this Section will not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City's elected and appointed officials, officers, employees, agents, and volunteers.

10.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant's subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of City's choice.

10.6 City does not, and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

Exhibit 2 118

10.7 This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

11. INSURANCE

11.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant's performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

11.1.1 Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate including products and Completed operations hazard, contractual insurance, broad form property damage, independent Consultants, personal injury.

11.1.2 Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work 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. Professional liability (Errors & Omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

11.1.3 Professional liability (Errors & Omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

11.1.4 Worker's Compensation insurance as required by the laws of the Exhibit 2 119

State of California and Employer's Liability Insurance (with limits of at least $1,000,000).

11.1.5 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

11.2 Consultant shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

11.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best's Insurance Guide.

11.4 Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Consultant's expense, the premium thereon.

11.5 At all times during the term of this Agreement, Consultant shall maintain on file with City' Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the City as an additional insured. Consultant shall, prior to commencement of work under this Agreement, file with City' Risk Manager such certificate(s).

11.6 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages.

11.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

11.8 The insurance provided by Consultant shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.

11.9 Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

11.10 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duties to indemnify, hold harmless and defend under Section 10 of this Agreement.

Exhibit 2 120

12. MUTUAL COOPERATION
City shall provide Consultant with complete access to information for the proper performance of Consultant's services under this Agreement.

13. RECORDS AND INSPECTIONS
Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

14. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement.

15. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City' regular business hours; or (ii) on the third (3rd) business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City: If to Consultant:

City of Bell Gardens Tierra West Advisors
7100 S. Garfield Ave. 2616 East 3rd Street
Bell Gardens, California 90201 Los Angeles, CA 90033
Attn: John Yonai, Principal
With a courtesy copy to:

Rick Olivarez,
Olivarez Madruga Law Organization, LLP
500 S. Grand Ave., Floor 12
Los Angeles, CA 90071
Telephone: (213)744-0099
Facsimile: (213)744-0093

16. SURVIVING COVENANTS
The termination of this Agreement pursuant to any provision of this Section or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
s
Exhibit 2 121

17. TERMINATION

17.1. City may immediately terminate this Agreement at anytime for convenience and without cause by giving prior written notice of City's intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 17.2, below. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City's written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 17.2, below, will operate to prohibit or otherwise restrict City's ability to terminate this Agreement for convenience as provided under this Section.

17.2 In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 17.3 and 17.4, below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

17.3. CONSULTANT will cure the Event of Default within the following time periods:
i. Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY's employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.213.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a 9 Exhibit 2 122

written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 17.3(ii) that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

17.4 In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) City's discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.

17.5. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City's failure to timely pay any undisputed sums to Consultant will be cured by City within five (5) calendar days from the date of Consultant's Default Notice to City.

17.6. City, in its sole and absolute discretion, may also immediately suspend Consultant's performance under this Agreement pending Consultant's cure of any Event of Default by giving Consultant written notice of City's intent to suspend Consultant's performance (hereinafter, a "Suspension Notice"). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City's ability to suspend this Agreement as provided herein.

17.7. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise. 10 Exhibit 2 123

17.8. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant's breach of the Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.

17.9 Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City's exercise of its remedies under this Agreement.

17.10. In the event City is in breach of this Agreement, Consultant's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.

18. GENERAL PROVISIONS

18.1 Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

18.2 In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.

18.3 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form 11 Exhibit 2 124

and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

18.4 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing.

18.5 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

18.6 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any of all of such other rights, powers or remedies. In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants' fees, if any, and attorneys' fees expended in such action subject to the limitations contained in Section 10. The venue for any litigation shall be Los Angeles County, California.

18.7 If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

18.8 This Agreement shall be governed and construed in accordance with the laws of the State of California.

18.9 All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed by City and Consultant. 12 Exhibit 2 125

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. "City" "Consultant"
City of Bell Gardens Tierra West Advisors
By: By:

Michael B. O'Kelly, City Manager
Date: Date:

Approved as to form-
By-
Rick Olivarez, City Attorney
13 Exhibit 2 126

EXHIBIT "A"

CITY RFP
14 Exhibit 2 127

EXHIBIT "B"

CONSULTANT PROPOSAL
15 Exhibit 2 128

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REQUEST FOR PROPOSALS
Equitable Community Revitalization Grant
Environmental Administrative Consultation for
5600-5636 Shull Street / Former Berk Oil Site
RFP Release Date
August 01, 2022
Proposal Submittal Deadline
5:00 p.m., Monday, August 15, 2022
Contact Person:

Steven Jones, City Planner
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7723
o es ell_ r e s.or_
7100 Garfield Avenue • Bell Gardens, CA 90201 • (562) 806-7700 • www.beligardens.org Exhibit 2 129

Exhibit 2 130

TABLE OF CONTENTS
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Submittal Procedures and Deadline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Definitions, Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Scopeof work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Proposal Format and Content Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Evaluation Criteria. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Exhibit 2 131

INTRODUCTION
The City of Bell Gardens Community Development Department ("City") is seeking qualified individuals/firms with proven expertise to submit a proposal to perform environmental administrative consultation for property located at 5600-5636 Shull Street (known as the former Berk Oil Site) as detailed by the Equitable Community Revitalization Grant ("ECRG") the City has been awarded through the State Department of Toxic Substances Control (DTSC) (Refer to grant milestones).

It is the intent of the City of Bell Gardens to select a single firm to accomplish and/or supply all services outlined in this Request for Proposal ("RFP").

SUBMITTAL PROCEDURES/DEADLINE
Four copies of your response, two (2) bound, one (1) unbound and (1) electronic version (emailed to cityclerkdesk(a-)bel/ciardens.orcI and siones(-beggardens.oLg), shall be submitted no later than 5:00 p.m. on Monday, August 15, 2022, to the City Clerk's Office. The electronic version of the proposal must be an exact duplicate of the hard copies. If the proposal includes any comments over and above the specific information requested in this RFP, such information should be included as a separate appendix and placed at the end of the proposal.

Postmarks by this date are not acceptable and facsimiles will not be accepted. Please mail or deliver your response in a sealed envelope with "ECRG/ENV RFP Response" written below the address label and addressed as follows:

City Clerk's Office
Attention: Ms. Vanessa Quiroz, Acting City Clerk
ECRG/ENV RFP Response
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
To ensure a fair and objective RFP process and evaluation, all questions and inquiries related to this RFP shall be addressed in writing to Steven Jones, City Planner, at [email protected]. The deadline for written questions and inquiries is August 11, 2022.

City Hall is open Monday through Thursday from 7.30 AM to 6.00 PM.

The tentative schedule for this Request for Proposals is as follows:

Release of RFP to Vendors Monday, August 01, 2022 Deadline for Questions and Inquiries Thursday, August 11, 2022, by 5:00 PM -Proposal Submission Deadline Monday, August 15, 2022, by 5:00 PM Interviews for Qualified Firms Week of August 15, 2022 Contract Evaluations/Negotiations Week of August 15, 2022 -City Council Meeting for Approval Monday, August 22, 2022 Earliest Award of Any One Contract Week of August 22, 2022

Page 4 of 10 ends

Bell Gardens City CouncilSeptember 12, 2022

Bell Gardens City Council
September 12, 2022