Bell Gardens City Council
March 10, 2025

PUBLIC NOTIFICATION
NOTICE OF PUBLIC HEARING A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2024-048 AND A RESOLUTION RECOMMENDING APPROVAL OF AN ORDINANCE FOR A PROPOSED DEVELOPMENT AGREEMENT AUTHORIZING A CANNABIS RETAIL USE AT 6638 EASTERN AVENUE, BELL GARDENS, CA 90201 NOTICE IS HEREBY GIVEN, the Planning Commission of the City of Bell Gardens will conduct a public hearing to consider approval of a conditional use permit and recommendation to the City Council to approve an ordinance to enter into and execute a development agreement to authorize a cannabis retail storefront approximately 3,782 square feet in size, located within Zone M-U (Mixed Use Residential/Commercial) and within the MU (Mixed Use Commercial/Residential) General Plan Land Use Designation. DATE OF HEARING: Wednesday, February 19, 2025. TIME OF HEARING: 5:15 P.M., or as soon thereafter as possible. ENVIRONMENTAL DETERMINATIONS: In accordance with the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), staff recommends that action on the proposed conditional use permit and ordinance authorizing a development agreement both are categorically exempt from the provisions of CEQA pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption). INVITATION TO BE HEARD/PUBLIC PARTICIPATION: The public hearing will be held before the City of Bell Gardens Planning Commission at 7100 Garfield Avenue, Bell Gardens, CA 90201 on Wednesday, February 19, 2025, at 5:15 p.m. The public may attend the meeting in person or may view the meeting online. The meeting will be recorded and live streamed on the City's website at https://www.bellgardens.org/i-want-to/watch-commission-meetings. Public comments for the public hearing are limited to three (3) minutes per person. Members of the public can access and participate in the meetings as follows: IN-PERSON: Members of the public can provide in-person comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting in-person, subject to capacity limits. Public comments are limited to three (3) minutes for each designated public comment period(s) per speaker unless a different time is announced by the presiding chair. Speakers who wish to address the Planning Commission should do so by submitting a "Public Comment Card" card by 5:15 p.m. for all other designated public comment periods as listed. BY TELEPHONE: Phone Number: (669) 900-9128 Webinar ID: 892 6467 1097# Passcode: *2021# To address the Planning Commission press *9 to raise your hand then *6 to unmute yourself when instructed. Page 172 of 408Page 141 of 1214

PUBLIC NOTIFICATION
VIRTUALLY LIVE: Members of the public may participate via Zoom by clicking here https://zoom.us/join and entering the Zoom Meeting ID: 892 6467 1097 Passcode: 2021. Comments may also be made via the Zoom app by using the “Raise Hand” feature when it is your turn to speak the host will unmute you. Comments will not be accepted in the QandA Chat function of the Zoom app. WRITTEN COMMENTS: Public comments may be emailed to [email protected] or mailed to: Community Development Department, 7100 Garfield Ave., Bell Gardens, CA 90201. To ensure distribution to the members of the Planning Commission 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 Planning Commission and will be part of the official public record of this meeting. 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 service by contacting the Community Development Department’s Office no later than 72 hours before the scheduled meeting. The Planning Commission agenda packet will be available in the Community Development Department Office and posted on the City’s website at https://www.bellgardens.org/i-want-to/view-agendas 72 hours prior to the meeting. For more information, you may contact the Community Development Department during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806-7722 or via email to [email protected]. BELL GARDENS COMMUNITY DEVELOPMENT DEPARMENT Gustavo Romo, Deputy City Manager/Community Development Director Posted: January 30, 2025 Bell Gardens City Hall Bell Gardens John Anson Ford Park Bell Gardens Veterans Park - Ross Hall Auditorium Bell Gardens Department of Public Works Daily Journal Corporation (Bell Gardens Newspaper) – General Circulation Page 173 of 408Page 142 of 1214

1 DEVELOPMENT AGREEMENT NO. 2025-048

BETWEEN

THE CITY OF BELL GARDENS
AND

FLORA HOSPITALITY GROUP, LLC

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Bell Gardens
City Hall
7100 Garfield Ave.

Bell Gardens, California 90201
Attn: Office of the City Attorney

(Space above Line for Use by Recorder)

This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383

2 This DEVELOPMENT AGREEMENT (“Agreement”) is dated as of __________________, 2025 by and among the City of Bell Gardens (the “City”) and Flora Hospitality Group, LLC (“Developer”) and James N. Tate, III (the “Property Owner”). This Agreement shall take effect on the “Effective Date,” as this term is hereafter defined. The City, Developer, and the Property Owner may each be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, in 1996, the California State Legislature approved Proposition 215, also known as the Compassionate Use Act (“CUA”) (Health and Saf. Code § 11262.5 et seq.) and was intended to enable persons in need of medical marijuana for specified medical purposes, such as cancer, anorexia, AIDS, chronic pain, glaucoma and arthritis, to obtain and use marijuana under limited circumstances and were recommended by a physician. The CUA provides that “nothing in this section shall be construed or supersede legislation prohibiting persons from engaging in conduct that endangers others, or to condone the diversion of marijuana for non-medical purposes”;

WHEREAS, in 2004, the California State Legislature enacted the Medical Marijuana Program Act (Health & Saf. Code § 11362.7 et seq.) (“MMP”), which clarified the scope of the CUA, created a state-approved voluntary medical marijuana identification card program, and authorized cities to adopt and enforce rules and regulations consistent with the MMP. Assembly Bill 2650 (2010) and Assembly Bill 1300 (2011) amended the MMP to expressly recognize the authority of counties and cities to “[a]dopt local ordinances that regulate the location, operation, or establishment of a medical marijuana cooperative or collective” and to civilly and criminally enforce such ordinances;

WHEREAS, on April 25, 2011, this City Council approved a moratorium on the establishment and operation of medical marijuana dispensaries through the adoption of Ordinance No. 840;

WHEREAS, in September 2015, the California State Legislature enacted, and Governor Brown signed into law three bills – Assembly Bill 243, Assembly Bill 266, and Senate Bill 643 – which together comprise the Medical Marijuana Regulation and Safety Act (the “MMRSA”). The MMRSA created a comprehensive dual state licensing system for the cultivation, manufacture, retail, sale, transport, distribution, delivery, and testing of medical cannabis;

WHEREAS, on January 25, 2016, the City Council adopted Ordinance No. 873 to prohibit all commercial cannabis activities citywide, including Cannabis Retail Activities;

WHEREAS, in June 2016 the MMRSA was renamed the Medical Cannabis Regulation and Safety Act (the “MCRSA”), under Senate Bill 837, which also made included substantive changes to the applicable state laws, which affect the various state agencies involved in regulating cannabis businesses as well as potential licensees;

WHEREAS, on November 8, 2016, the Control, Regulate, and Tax Adult Use of Marijuana Act (“AUMA”) was approved by California voters as Proposition 64 and became

3 effective on November 9, 2016, pursuant to the California Constitution (Cal. Const., art.

II, § 10(a)). Proposition 64 legalized the nonmedical use of cannabis by persons 21 years of age and over, and the personal cultivation of up to six (6) cannabis plants;

WHEREAS, AUMA also created a state regulatory and licensing system governing the commercial cultivation, testing, and distribution of nonmedical cannabis, and the manufacturing of nonmedical cannabis products;

WHEREAS, on June 27, 2017, Governor Brown signed the Legislature-approved Senate Bill 94. SB 94 combined elements of the MCRSA and AUMA to establish a streamlined singular regulatory and licensing structure for both medical and nonmedical cannabis activities given that there were discrepancies between the MCRSA and AUMA.

The new consolidated provisions under SB 94 are now known as the Medicinal and Adult- Use Cannabis Regulation and Safety Act (“MAUCRSA”) to be governed by the California Bureau of Cannabis Control;

WHEREAS, on September 16, 2017, Governor Brown signed Assembly Bill 133 into law, which provided cleanup and substantive to MAUCRSA, including the removal of the requirement that licensed premises remain “separate and distinct” for each license type;

WHEREAS, MAUCRSA grants local jurisdictions discretion over whether businesses engaged in Commercial Cannabis Activity may operate in a particular jurisdiction and, if authorized, where within such jurisdiction;

WHEREAS, on June 26, 2023, the City Council approved Ordinance No. 934 to (i) repeal the prohibition of all adult-use Cannabis Activities in the City; and (ii) establish regulations and a discretionary review process for Cannabis Retail Activities, in the M-U (Mixed Use Residential/Commercial, C-S (Commercial Service and Professional), C-3 (Medium Commercial, C-4 (Heavy Commercial, C-M (Commercial-Manufacturing), and M-1 (Light Industrial) Zones;

WHEREAS, Ordinance No. 934 allows persons to engage in permissible Retail Commercial Cannabis Activities upon the City’s approval of a conditional use permit and issuance of a Business Regulatory Permit, for a term of eighteen (18) months unless Developer executes a development agreement with the City;

WHEREAS, Developer seeks to improve, develop, and/or use real property to operate a Cannabis Retail use in the City, in strict accordance with the California Cannabis Laws, the Bell Gardens Municipal Code, and related statutes and regulations, as each may be amended from time to time (the “Project”); WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code Section 65864 et seq. (the "Development Agreement Statute"), which authorizes City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property;

4 WHEREAS, consistent with the requirements of the Development Agreement Statute, City adopted Resolution 2023-043 ("Development Agreement Procedures") authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City; WHEREAS, Government Code Section 65865 requires that an applicant for a development agreement hold a legal or equitable interest in the real property that is the subject of the development agreement;
WHEREAS, Developer has a leasehold interest in that certain real property located at 6638 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Number 6328-007-032 (“APN”) (the “Site”), upon which Developer seeks to effectuate the Project;
WHEREAS, the Site is more particularly described in the Legal Description attached hereto as Exhibit “A,” the Site Plan attached hereto as Exhibit “B,” and the Floor Plan attached hereto as Exhibit “C”;
WHEREAS, the Site is located within the Mixed Use Commercial/Residential Zone in the City where Cannabis Retail sales may be conditionally permitted; WHEREAS, Developer affirms that it has a leasehold interest in the Site pursuant to a lease with the Property Owner for the purpose of carrying out the Project; WHEREAS, the Property Owner has provided notarized written consent to: (1) all terms of this Agreement, including, but not limited to, Sections 6.1 and 9.6 of this Agreement; and (2) and recordation of this Agreement against the title of the Site. Such written consent agreement is attached hereto as Exhibit “D.” WHEREAS, Government Code Section 65867.5 and the City Development Agreement Procedures require the Bell Gardens Planning Commission (“Planning Commission”) to conduct a public hearing to review a proposed development agreement; WHEREAS, on __________________, 2025, the Planning Commission, in a duly noticed and conducted public hearing, considered the recommendation of approval of this Agreement to the City Council;
WHEREAS, on __________________, 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site;
WHEREAS, on __________________, 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2025-048; WHEREAS, on __________________, 2025, pursuant to Government Code Section 65867 and the City Development Agreement Procedures, the City Council, following a duly noticed and conducted public hearing, reviewed, considered, introduced and adopted by first reading of Ordinance No. 953, and, on __________________, the City Council approved for second reading and adopted Ordinance No. 953, authorizing the City’s engagement into this Agreement;

5 WHEREAS, this Agreement is entered into pursuant to the Development Agreement Statute and the City’s Development Agreement Procedures; WHEREAS, the City and Developer desire to enter into this Agreement to (i) facilitate the orderly development of the Site; (ii) create a physical environment that is consistent with and complements City's goals and visions; (iii) protect natural resources from adverse impacts; (iv) improve, upgrade, and create additional community facilities and infrastructure, enhance services, and assist in implementing the goals of the General Plan; and (v) reduce the economic risk of development of the Site to both City and Developer; and
WHEREAS, the Parties intend through this Agreement to allow Developer to develop and operate the Project in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

AGREEMENT
ARTICLE 1

GENERAL PROVISIONS
Section 1.1. Findings. City hereby finds and determines that entering into this Agreement furthers the public health, safety, and general welfare and is consistent with City's General Plan, including all text and maps in the General Plan.

Section 1.2. Recitals. The Recitals above are true and correct and are hereby incorporated into and made a part of this Agreement, in full herein. In the event of any inconsistency between the Recitals and any provision of Article 1 through Article 9 of this Agreement, the particular provision of Article 1 through Article 9 shall prevail.

Section 1.3. Exhibits. The following “Exhibits” are attached hereto and incorporated into this Agreement in their entirety by this reference:

Exhibit “A”: Legal Description
Exhibit “B”: Site Plan
Exhibit “C”: Floor Plan
Exhibit “D” Property Owner Consent
Exhibit “E” Security Plan
Exhibit “F” Conditional Use Permit No. 2025-
048
Section 1.4. Definitions. In this Agreement, unless the context otherwise requires, the terms below have the following meanings:
a. “Additional Insured(s)” has the meaning set forth in Section 5.1 of this Agreement.

6 b. “Additional City Approvals” means all ministerial and discretionary permits, licenses, or other similar entitlements, including any modifications or amendments thereto that must be secured by the Developer from the City in order to develop the Project on the Site, in addition to the Conditional Use Permit and the Business Regulatory Permit. c. “Agreement” means this Development Agreement and all Exhibits attached hereto.
d. “Annual Community Benefits Fees” has the meaning set forth in Section 4.2(b) of this Agreement.
e. “AUMA” has the meaning as set forth in the Recitals, above. f. "Business Day” means any day except for Saturday, Sunday, any holiday that is observed by the City, or day that the City is not closed for business. g. “Business Regulatory Permit” means the business regulatory permit, as required in Bell Gardens Municipal Code Chapter 5.12 required for Cannabis Retail Activity issued by the Chief of Police, which can only be issued upon City approval of a Conditional Use Permit, State Cannabis License, and Additional City Approvals for each proposed Cannabis Retail Activity project.
h. “California Building Standards Codes" means the California Building, Mechanical, Plumbing, Electrical, Fire or other similar codes set forth in Title 24 of the California Code of Regulations, as may be adopted by the City, with amendments, and set forth in the Bell Gardens Municipal Code.
i. “California Cannabis Laws” means AUMA, MAUCRSA, CUA, MMP, and the regulations adopted and promulgated by the State Licensing Authorities pursuant to such laws, as such laws and regulations may be amended from time to time. j. “Cannabis” means all parts of the plant Cannabis sativa Linnaeus, Cannabis indica, or Cannabis ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from cannabis. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this division, "cannabis" does not mean "industrial hemp" as defined by Section 11018.5 of the Health and Safety Code. Cannabis and the term "marijuana" may be used interchangeably.
k. “Cannabis Cultivation” means any activity involving the planting, growing, harvesting, drying, curing, grading, or trimming of cannabis. Cannabis cultivation, as defined herein, does not include the personal cultivation at a private residence of up to six (6) plants as authorized under state law for personal use.

7 l. “Cannabis Distribution” means the procurement, sale, and transport of cannabis and/or cannabis products between those persons with requisite state and local government licenses to conduct permissible Commercial Cannabis Activities. m. “Cannabis Manufacturing” means the compounding, blending, extracting, infusing, packaging, label or otherwise making or preparing a cannabis product. n. “Cannabis Product” means cannabis and such products that are intended for use on, or consumption by, an animal. Cannabis products are not considered food as defined in Health and Safety Code Section 109935, a drug as defined in Health and Safety Code Section 109925, or a cosmetic as defined in Health and Safety Code Section 109900.
o. “Cannabis Retail Activities” means the retail sale and delivery of cannabis or cannabis products to customers. Delivery of cannabis and cannabis products shall also include the use of a technology platform by a cannabis retailer to conduct the commercial transfer of cannabis and cannabis products.
p. “CEQA” means the California Environmental Quality Act, as set forth in Division 13 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA Guidelines as set forth in Title 14 (Commencing with Section 15000) of the California Code of Regulations.
q. “City” means the City of Bell Gardens, a municipal corporation and general law city.
r. “City Council” means the City of Bell Gardens City Council. s. “City Development Agreement Procedures” has the meaning set forth in the Recitals, above.
t. “City Manager” means the City Manager of the City of Bell Gardens, or his or her designee(s).
u. “Community Benefits” has the meaning set forth in Section 4.1 of this Agreement.
v. “Community Benefits Fund” has the meaning set forth in Section 4.2(c) of this Agreement.
w. “Complaining Party” has the meaning set forth in Section 8.2 of this Agreement. x. “Conditional Use Permit” means a conditional use permit and associated conditions of approval as set forth in Exhibit “F” and incorporated by reference herein, issued by the City to Developer pertaining to Developer’s development of the Project, pursuant to Bell Gardens Municipal Code Chapter 9.20 (Special Uses and Applicable Standards) and Section 9.20.160 (Cannabis Retail-Conditional Use). y. “Cost Recovery Fees” has the meaning set forth in Section 4.3 of this Agreement.
z. “CUA” has the meaning set forth in the Recitals, above.

8 aa. “Days” shall mean calendar days unless otherwise noted. If a calendar day falls on Saturday, Sunday, holiday observed by the City or day in which the City is otherwise closed for City business, the final day shall be the next Business Day. bb. “Defaulting Party” has the meaning set forth in Section 8.2 of this Agreement. cc. “Developer” means Flora Hospitality Group, LLC, which shall reflect the owner or owners listed on the application for Business Regulatory Permit, or any transferee who has been assigned the rights, title, duties, obligations and interests of this Agreement pursuant to Section 9.1.
dd. “Development Agreement Statute” has the meaning set forth in the Recitals, above.
ee. “Development Agreement Procedures” has the same meaning as set forth in the Recitals, above.
ff. “Effective Date” has the meaning set forth in Section 1.7 of this Agreement. gg. “Exhibits” has the meaning set forth in Section 1.3 of this Agreement. hh. “Gross Receipts” means total revenue received or receivable by the Developer or other occupant on the Site from any Commercial Cannabis Activity on the Site or from operation of the Project on the Site, including: all sales; the total amount of compensation received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit whether or not such act or service is done as part of or in connection with the sale of materials, goods, wares, or merchandise; and gains realized from trading in stocks or bonds, interest discounts, rents, royalties, fees, commissions, dividends, or other remunerations, however designated. Included in "gross receipts" shall be all receipts, cash, credits and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, the cost of materials used, labor or service costs, interest paid or payable, or losses or other expenses whatsoever, except that the following shall be excluded therefrom:

1. Cash discounts allowed and taken on Commercial Cannabis Activity sale;

2. Credit allowed on property accepted as part of the purchase price on Commercial Cannabis Activity and which property may later be sold, at which time the payment of the credit balance on such property shall be included as "gross receipts";

3. Any tax required by law to be included in or added to the purchase price at time of sale or disposition of any Cannabis or Cannabis Product associated with a Commercial Cannabis Activity and collected from the consumer or purchaser;

4. Such part of the sale price of property returned by purchasers in any Cannabis Retail Activity upon rescission of a contract of sale as is refunded either in cash or by credit;

5. Receipts of refundable deposits in any Cannabis Retail Activity, except that such deposits when forfeited and taken into income of the business shall not be excluded;

9 The intent of this definition is to ensure that in calculating the payments required under Article 4 of this Agreement, all sales related to Cannabis Retail Activity or any other Cannabis and Cannabis Products at the Site or through the Project are captured as Gross Receipts. This definition shall therefore be given the broadest possible interpretation consistent with this intent.
ii. “Project” has the meaning as set forth in the Recitals, above. jj. “Property Owner” has the meaning as set forth in introductory paragraph to this Agreement, above.
kk. “Marijuana” has the same meaning as Cannabis as defined above, and those terms may be used interchangeably.
ll. “MAUCRSA” means the Medicinal and Adult-Use Cannabis Regulation and Safety Act, (Bus. and Prof. Code § 26000 et seq.), as may be amended from time to time, and as additionally set forth in the Recitals, above.
mm. “MCRSA” has the meaning set forth in the Recitals, above. nn. “Mortgage” has the meaning set forth in Section 6.1 of this Agreement. oo. “Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.
pp. “Notice of Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.
qq. “Planning Commission” means the City of Bell Gardens Planning Commission as described in Bell Gardens Municipal Code Chapter 2.24. rr. “Project” has the meaning set forth in the Recitals, above. ss. “Quarterly Report” has the meaning set forth in Section 4.6 of this Agreement. tt. “Site” has the meaning as set forth in the Recitals, above. uu. “Site Plan” means site plan that satisfies the requirements set forth in Bell Gardens Municipal Code Section 9.50.020; floor plans; and elevations, inclusive of proposed signage and façade improvements.
vv. “State Cannabis License(s)” means license(s) to conduct Cannabis Retail Activities issued by a State Licensing Authority to Developer for the Development of the Project on the Site.
ww. “State Licensing Authority” means the state agency responsible for the issuance, renewal, or reinstatement of State Cannabis Licenses, or the state agency authorized to take disciplinary action against a business licensed under the California Cannabis Laws.
xx. “Term” has the meaning set forth in Section 1.8 of this Agreement.

10 Section 1.5. Project is a Private Undertaking. The Parties agree that the Project is a private development and that City has no interest therein, except as authorized in the exercise of its governmental functions. City shall not for any purpose be considered an agent of Developer or the Project.

Section 1.6. Applicability of the Agreement. This Agreement does not: (1) grant height, density, intensity or grant uses of that than is otherwise established in the Bell Gardens Municipal Code and Conditional Use Permit; (2) eliminate the need for Additional City Approvals relating to the Project submitted by Developer after the Effective Date of this Agreement; (3) guarantee that Developer will receive any profits from the Project; (4) prohibit the Project’s participation in any benefit assessment district that may be generally applicable to surrounding properties; (5) amend the City’s General Plan; or (6) amend the Bell Gardens Municipal Code.

Section 1.7. Effective Date of Agreement. This Agreement shall become effective (the “Effective Date”) upon the date when all of the following conditions have been satisfied: (i) thirty (30) days have elapsed since the City ordinance authorizing this Agreement is approved in accordance with state law; (ii) this Agreement has been fully executed by all Parties; and (iii) the evidence of insurance coverage in favor of the City has been provided to the City as set forth in Article 5 of this Agreement.

Section 1.8. Term.
a. The term of this Agreement (the “Term”) shall be five (5) years commencing from the Effective Date.
b. This Agreement may be extended upon the conclusion of such initial five-year period for up to a five-year extension term not to exceed a total of ten (10) years, inclusive of the initial five-year term. Any extension shall be at the sole and absolute discretion of the City, provided that the Developer submits written notice of its desire to so extend this Agreement no less than one hundred eighty (180) days before the expiration of the initial five-year period or any following five-year extension term. The City Manager shall approve the extension in writing no later than ninety (90) days prior to the expiration of the initial five- year period subject to the following conditions: Developer understands and acknowledges the Term of this Agreement may only be extended if Developer is in compliance with the terms and conditions of California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals if any, the Business Regulatory Permit, the Bell Gardens Municipal Code, and State Cannabis License(s) and related rules and regulations at the time the written notice is submitted. Under no circumstances will the City extend the Term of this Agreement if the Developer has been issued written notice of default pursuant to Section

8.2 that has not yet been cured. The City Manager may, in its sole and absolute discretion, may approve a term extension of less than five (5) years so long as the total number of years, inclusive of the initial five-year terms and extensions, does not exceed a total of ten (10) years.

Developer
Initials

11 c. Nothing in this Section 1.8 shall prohibit or otherwise restrict the termination of this Agreement in accordance with Section 1.9.

Section 1.9. Termination. This Agreement shall terminate upon the occurrence of any of the following events:
a. the expiration of the Term;
b. the Developer no longer has a possessory, legal or other equitable interest in the Site;
c. the Developer has ceased all operations related to the Project on the Site for more than sixty (60) consecutive days;
d. mutual written consent of the Parties;
e. abandonment of Developer’s Conditional Use Permit applicable to the Project, or the failure of the Developer to commence operation of the Project on the Site within twelve (12) months following the issuance of a building permit, certificate of occupancy, temporary certificate of occupancy or similar document pursuant to Bell Gardens Municipal Code Section 5.64.040(K);
f. revocation of Developer’s Conditional Use Permit due to a failure to abide by its conditions of approval (Exhibit “F”), incorporated by reference herein, pursuant to the process provided in Bell Gardens Municipal Code Section

9.62.010;
g. revocation of Developer’s Business Regulatory Permit for the Project, pursuant to Bell Gardens Municipal Code Sections 5.64.050 and 5.12.100, if not appealed by the Developer;
h. City Council upholding of the revocation of Developer’s Business Regulatory Permit for the Project, if an initial revocation finding by the Chief of Police is appealed to the City Council by Developer;
i. unauthorized assignment of interest of the Developer in the Project or in the Site pursuant to Section 9.1 of this Agreement;
j. as set forth in Sections 8.4 and 8.5 of this Agreement; k. upon the occurrence of the entry of a final judgment or issuance of an order of a court with jurisdiction which such judgment or order directs the City to cancel this Agreement, after all appeals have been exhausted, as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Agreement, whereupon such termination, the Parties shall be mutually released from any further liability except as provided in Section

1.12, below.

Section 1.10. Amendment of Agreement. This Agreement shall be amended only by mutual consent of the Parties. All amendments shall be in writing and

12 adopted by ordinance pursuant to the same requirement set forth in the Development Agreement Statute.

Section 1.11. Fees. Developer and Property Owner shall be jointly and severally liable for the payment to the City of all Cost Recovery Fees, Community Benefits, penalties and interest, and any other applicable fees when due, including but not limited to development impact fees, payable to the City related to Developer’s development and operation of the Project on the Site, and the fees referenced in Article 4 of this Agreement.

Section 1.12. Survival of Certain Terms. The rights and obligations of the Parties which arise under Sections 1.11, 5.5, 5.6, 5.7, 5.8, 9.2, 9.3, 9.4, 9.5 and 9.6 of this Agreement and any right or obligation of the Parties in this Agreement, which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

ARTICLE 2

DEVELOPMENT OF THE PROPERTY
Section 2.1. Right to Develop. During the Term of this Agreement, Developer shall have the right to develop the Project on the Site, consistent with terms and conditions of California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals if any, the Business Regulatory Permit, the Bell Gardens Municipal Code, and State Cannabis License(s).

Section 2.2. Permitted Uses and Operational Requirements. During the Term, Developer shall be permitted to develop, construct, and use the Site to carry out the Project, including for Cannabis Retail Activities, consistent with California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals, the Business Regulatory Permit, the Bell Gardens Municipal Code, and State Cannabis Licenses. Other commercial cannabis activities, including but not limited to Cannabis Cultivation, Cannabis Manufacturing, Cannabis Testing, and Cannabis Distribution are strictly prohibited. Further, subject to any limitations or prohibitions under state law, Developer shall reimburse the City within thirty (30) days following the receipt of a suitable detailed written invoice from the City for any and all of the City’s costs related to any emergency services response of the City to the Site (e.g., police and/or fire services) resulting from the Developer’s intentional neglect or violation of any Conditional Use Permit Condition or Business Regulatory Permit.

Section 2.3. Additional Entitlements, Approvals, and Permits.

Successful implementation of the Project may require the Developer to obtain additional approvals and permits from City and other local and state agencies (“Additional City Approvals”). In connection with the consideration and issuance of any such Additional City Approval which is not ministerial in nature, the City reserves its discretion under the police power to approve, conditionally approve, or deny the issuance of each City Additional Approval. City shall comply with CEQA in the administration of all Additional City Approvals.

Section 2.4. Conditional Use Permit. Pursuant to Bell Gardens Municipal Code Chapter 9.20 and Section 9.20.160, Developer has obtained the necessary approvals pending the approval of this Agreement, to engage in Cannabis Retail Activities

13 pertaining to the Project on the Site through the issuance of a Conditional Use Permit.

Developer and Property Owner shall adhere to all of the conditions of approval set forth in Conditional Use Permit No. 2025-048, incorporated by reference herein (Exhibit “F”).

Failure to comply with such conditions of approval shall constitute a breach of this Agreement.

Section 2.5. Business Regulatory Permit. Pursuant to Bell Gardens Municipal Code Section 5.64.020(B), Developer shall not engage in Cannabis Retail Activities at the Site without first obtaining a Business Regulatory Permit in accordance with Section 5.64.030 of the Bell Gardens Municipal Code.

Section 2.6. State Cannabis Licenses. Pursuant to California Cannabis Laws and Bell Gardens Municipal Code Section 5.64.030(C), Developer shall not engage in the permitted uses set forth above pertaining to the Project on the Site without first obtaining State Cannabis Licenses to conduct Cannabis Retail Activities on the Site.

Section 2.7. Security Plan. In accordance with the application requirements for a Conditional Use Permit, Developer has submitted a security plan for the operation of a Cannabis Retail facility, as set forth in fuller detail in Exhibit “E.” Developer represents that the security plan includes provisions for licensed security guards as required by Section 5.64.040(C) of the Bell Gardens Municipal Code, video surveillance, cash handling procedures, internal accounting controls, product handling and storage procedures, and a professional monitored alarm system. a. Video surveillance shall include, at a minimum, all site and facility entrances; all spaces accessible by the public, including points of sale; cash storage areas; and other areas necessary to protect the safety of employees and the public to ensure that Cannabis and Cannabis Products are received, handled, stored and sold in compliance with California’s Cannabis Laws, the Bell Gardens Municipal Code, the Conditional Use Permit and other applicable conditions as may be imposed by the City or any other local or state regulatory authority.
b. Third-party security guards shall be properly trained and licensed by the Department of Consumer Affairs. Security may be armed so long as property licensing and insurance requirements are followed and met by the third-party operator providing such security services and such documentation is provided to the City in accordance with Section 9.2.

Section 2.8. Odor Control. The Site shall have ventilation and filtration systems installed that prevent Cannabis odors from exiting the interior of the structure.

The ventilation and filtration system shall be approved by the Building Official and installed prior to commencing operations within the allowable structure. Facility air intake, exhaust and recirculating system shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems shall be utilized as necessary for effective odor control and management.

ARTICLE 3

APPLICABLE RULES, REGULATIONS, AND OFFICIAL POLICIES

14 Section 3.1. Rules on Permitted Uses. Unless otherwise provided in this Agreement, the City’s ordinances, resolutions, rules, regulations, and official policies governing the permitted uses of the Site and the maximum height, bulk, and size of proposed buildings related to the Project on the Site shall be those in force and effect at the time of the City’s approval of this Agreement.

Section 3.2. Rules on Design and Construction. Unless otherwise provided in this Agreement, the ordinances, resolutions, rules, regulations, and official policies governing the design, improvement, and construction standards and specifications applicable to the Project shall be those in force and effect at the time of the City’s approval of this Agreement for the operation of the Project at the Site.

Section 3.3. Uniform Codes Applicable. Unless otherwise provided in this Agreement, the Project shall be improved and constructed in accordance with the provisions of the California Building Standards Codes in effect at the time as of the time that the development project application to the City for such permit was deemed complete by the City.

Section 3.4. Changes mandated by Federal or State Law. The Site and Project shall be subject to subsequently enacted state or federal laws or regulations that may preempt the Bell Gardens Municipal Code, or mandate the adoption or amendment of local regulations, or are in conflict with this Agreement or local rules or guidelines. As provided in Section 65869.5 of the Development Agreement Statute, in the event state or federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be subject to modification or suspension by the Parties as provided in this Section 3.4. as may be necessary to comply with such state or federal laws or regulations. Upon a Party’s discovery of a subsequently enacted federal or state law meeting the requirements of this Section, such Party shall provide the other Parties with written notice of the state or federal law or regulation, and a written statement of the conflicts thereby raised with the provisions of the Bell Gardens Municipal Code or this Agreement. Promptly thereafter, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulation provided City shall not be obligated to agree to any modification materially increasing its obligations or materially adversely affecting its rights and benefits hereunder. In such discussions, the Parties shall attempt to preserve the terms of this Agreement and the rights of Developer derived from this Agreement to the maximum feasible extent while resolving the conflict. If City, in its judgment, determines it necessary to modify this Agreement to address such conflict, City shall have the right and responsibility to do so, and shall not have any liability to Developer for doing so or be considered in breach or default of this Agreement. City also agrees to process, in accordance with the provisions of this Agreement, Developer's proposed changes to the Project that are necessary to comply with such federal or state law and that such proposed changes shall be conclusively deemed to be consistent with this Agreement without further need for any amendment to this Agreement, pursuant to Section 1.10.

Section 3.5. Health and Safety Emergencies. In the event that any future public health and safety emergencies arise with respect to the Project, City agrees that it shall attempt, if reasonably possible as determined by City in its discretion, to address such emergency in a way that does not have a material adverse impact on the Project. If City

15 determines, in its discretion, that it is not reasonably possible to so address such health and safety emergency, to select that option for addressing the situation which, in City's discretion, minimizes, so far as reasonably possible, the impact on development and use of the Project in accordance with this Agreement, while still addressing such health and safety emergency in a manner acceptable to City.

Section 3.6. Reservation of Authority. Any other provision of this Agreement to the contrary notwithstanding, the development and operation of the Project shall be subject to new or modified ordinances, resolutions, rules, regulations, and official policies which may take effect following the Effective Date related to the following:
a. Cost Recovery Fees imposed on the Developer by the City, which are charged by the City to cover its actual and reasonable expenses incurred in processing permits, licenses, and other entitlements, and inquiries and requests made by Developer or Property Owner, related to the Project, administering its cannabis- related ordinance with regard to the Project, and monitoring legal compliance of the Project on the Site, including, but not limited to compliance with the Conditional Use Permit, Business Regulatory Permit, building and safety- related inspections by the City and financial audits and shall include staff time, legal fees, and consultant fees;
b. Procedural regulations related to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and other similar procedural matters, including but not limited to procedures to revoke or terminate any interest or rights associated with the Project; and c. Regulations, including, but not limited to, the California Building Standards Codes, necessary to protect the public health and safety so long as such regulations are generally applicable and do not impose a severe and significant financial burden on the Developer or materially delay the development or carrying out of the Project as contemplated in this Agreement.

ARTICLE 4

COMMUNITY BENEFITS, COST RECOVERY, RECORDKEEPING, REPORTING,

AND PROCESSING
Section 4.1. Intent. The Parties acknowledge and agree that this Agreement confers substantial private benefits on the Developer that will place burdens on City infrastructure, services, and neighborhoods and that the private benefits provided to the developer should be balanced with commensurate with “Annual Community Benefits Fees” and “Quarterly Community Benefits Fees” for the community (collectively, “Community Benefits”).

Section 4.2. Community Benefits. In addition to Developer’s obligation to reimburse the City for certain costs through its Cost Recovery Fees, Developer shall be obligated to pay to the City the “Community Benefits.”
a. “Quarterly Community Benefits Fees.” Within twenty (20) days following the conclusion of each City fiscal year quarter following the City’s issuance of a Business Regulatory Permit for the Project, Developer shall pay the City a sum

16 of money which is equivalent to seven percent (7%) of Gross Receipts for the preceding quarter.
b. “Annual Community Benefits Fees.” Developer shall make a payment to the City in the amount of One Hundred Thousand Dollars ($100,000) on or before the Effective Date of this Agreement. Each following calendar year, the Developer shall make further payments to the City in the amount of One Hundred Thousand Dollars ($100,000) no later than January 15 th of each subsequent calendar year.
c. In accordance with the Development Agreement Procedures, no less than eighty percent (80%) of the Community Benefits shall be deposited into a dedicated account set up by the City (“Community Benefits Fund”).

Expenditures from the Community Benefits Fund shall be dedicated to youth and educational programming and resources for the City’s housing programs, as detailed below. All projects funded in part or in whole by the Community Benefits Fund shall be subject to City Council approval. i. Public benefits for youth and educational programming shall be dedicated to the City’s Recreational Department and be utilized for but not limited to youth programming, after-school programs, sports programming, personal enrichment classes or capital improvements on City-owned properties.
ii. Public benefits for the City’s housing programs shall be dedicated toward the Community Development Department and shall be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts and other planning efforts.

Section 4.3. Cost Recovery Fees. Developer shall be responsible for the processing and monitoring costs related to the Project, including but not limited to the processing and execution of this Agreement (“Cost Recovery Fees”) as described in this Section 4.3.
a. Processing Fees. Processing fees shall include the direct and indirect costs that the City incurs in reviewing, processing and executing the Conditional Use Permit, this Agreement, and Additional City Approvals, including without limitation, staff time, legal fees, and consultant fees. b. Monitoring Fees. Monitoring fees shall include the direct and indirect costs that the City incurs in inspecting, monitoring, investigating, and conducting compliance and enforcement actions for the purpose of confirming that the Project is in accordance with the terms of this Agreement, conditions of approval associated with the Conditional Use Permit, the operating procedures set forth in Chapter 5.64 of the Bell Gardens Municipal Code and Business Regulatory Permit, the Bell Gardens Municipal Code, and California Cannabis Laws.
c. Billing and Payment. The City shall submit an invoice to Developer for Cost Recovery Fees on or before the fifth day of each month following the Effective

17 Date of this Agreement. Owner shall pay the invoice within thirty (30) days of the date of the invoice issuance. Failure to timely pay Cost Recovery Fees shall be subject to the penalties and interest set forth in Sections 4.7 and 4.8 of this Agreement.

Section 4.4. Statement of Receipts/Audits. Developer shall keep complete, accurate and appropriate books and records of all receipts from operations in accordance with generally accepted accounting principles for a minimum of five (5) years. For purposes herein, “books and records” shall mean all bookkeeping or accounting documents Developer typically utilizes in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as the City Manager may reasonably require, shall, upon reasonable written notice, be open for inspection by the City, its auditors or other authorized representatives. If any time during the term such books and records prove inadequate in the reasonable judgement of City to record the Gross Receipts from Project operations as required herein, Developer shall, upon written request by the City, procure and maintain such books and records as shall be the character and from adequate for such purpose. City shall have the right to audit and examine such books, records, and documents at any time upon reasonable request by the City, to the extent necessary for proper determination of Gross Receipt from Project operations, and all such books, records, documents, and other items shall be held available for such audit and examination.

Section 4.5. Tax Filings. Developer shall provide City with a courtesy copy of each and every report that Developer is required to provide to the County of Los Angeles and the California Department of Tax and Fee Administration for sales, use, and other tax purposes at the time such filings are made.

Section 4.6. Quarterly Reports. In addition to the recordkeeping requirements set forth in this Agreement, within twenty (20) days following the conclusion of each City fiscal year quarter following the City’s issuance of a Business Regulatory Permit for the Project, Developer shall submit a written “Quarterly Report” to the City Community Development Director showing:
a. Gross Receipts for the immediate prior City fiscal quarter received by the Developer; and
b. A calculation of Quarterly Community Benefits Fees due to the City from Developer for the immediate prior City fiscal quarter.

Section 4.7. Non-Payment Penalty. If Developer fails to make a timely payment concerning Community Benefits Fees or Cost Recovery Fees, as required by this Agreement, the City may impose a “Non-Payment Penalty.” A Non-Payment Penalty of one percent (1%) shall be applied to all past due Community Benefits Fees or Cost Recovery Fees. The City shall deliver to Developer a “Notice of Non-Payment Penalty.” Payment of the past due Community Benefits or Costs Recovery Fees, as applicable, and Non-Payment Penalty shall be in a single installment due on or before a date fifteen (15) days following delivery of the Notice of Non-Payment Penalty.

Section 4.8. Interest on Unpaid Non-Payment Penalty. If Developer fails to pay the Non-Payment Penalty after City has delivered the Notice of Non-Payment Penalty, then, in addition to the principal amount of the Non-Payment Penalty, Developer shall pay

18 City interest at the rate of eighteen percent (18%) per annum, computed on the principal amount of the Non-Payment Penalty, from a date fifteen (15) days following delivery of the Notice of Non-Payment Penalty.

Section 4.9. Recordkeeping. Records for Community Benefits shall be maintained in accordance with California Cannabis Laws. City staff shall have access to such records upon request for a monitoring and compliance purposes.

Section 4.10. City Cannabis Tax. Should the City voters enact a tax or taxes applicable to the Developer with regard to it carrying out of Cannabis Retail Activities in the City, the Parties shall meet and confer in good faith to amend this Article in light of such tax, pursuant to Section 1.10 of this Agreement.

ARTICLE 5

INSURANCE AND INDEMNIFICATION
Section 5.1. General Liability Insurance. Developer shall maintain comprehensive general liability insurance issued by a California admitted insurance carrier whose Best Insurance Guide, current edition insurance rating is not less than “B+(vii)” with a per-occurrence combined single limit of not less than Two Million Dollars ($2,000,000) with a claim deduction not more than One Hundred Thousand Dollars ($100,000) per claim. Such insurance policy shall name the City and City’s elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives as “Additional Insureds” by endorsement with respect to the performance of this Agreement and shall include either a severability of interest clause or cross-liability endorsement and other customary and reasonable endorsements and provisions approved by the City’s Risk Manager.

Section 5.2. Commercial Property Insurance. Developer shall maintain commercial property insurance with coverage in an amount not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Such insurance policy shall name the City and City’s elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives as “Additional Insureds” by endorsement with respect to the performance of this Agreement and shall include either a severability of interest clause or cross-liability endorsement and other customary and reasonable endorsements and provisions approved by the City’s risk manager.

Section 5.3. Workers’ Compensation Insurance. Developer shall maintain workers’ compensation insurance for all its employees employed at or on the Project.

Developer shall require each contractor and subcontractor working at or on the Project to provide workers’ compensation insurance for its respective employees. Developer indemnification of City set forth in Section 5.5 of this Agreement shall apply to Developer’s failure to maintain any such insurance.

Section 5.4. Evidence of Insurance. Evidence of the insurance in favor of the City required under Section 5.1 shall be provided to the City’s Risk Manager as of the Effective Date. Thereafter, no Business Regulatory Permit for the Project shall be valid unless and until Developer furnishes satisfactory evidence of the other insurance required

19 in Article 5 of this Agreement. Current certification of insurance shall be kept on file with the City for the contract period and any additional length of time required thereafter. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. In each case, the evidence of insurance provided to the City shall include satisfactory evidence that the insurance carrier shall give the City at least fifteen (15) days’ prior notice of the cancellation or reduction in coverage of each policy of insurance required in Article 5 of this Agreement.

Section 5.5. Indemnification. The Developer and Property Owner, jointly and severally, agree to indemnify, defend with counsel acceptable to City, and hold harmless the City and City’s elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any and all claims, costs (including legal fees and costs), or liabilities of any kind arising out of or connected to any act or omission of Developer, Property Owner, or Developer’s or Property Owner’s contractor, subcontractor, agent, or representative related to its establishment or operation of the Project or arising out of or related to the approval or issuance of any permit, license, or approval by the City for the Project, except to the extent such claims, costs, and liabilities are caused by the sole negligence or willful misconduct of the City. Developer and Property Owner agree that they shall be jointly and severally responsible for all costs incurred by the City in the event of a third party challenge related to such claims, costs, or liabilities.

_____________________
Developer Initials

____________________
Property Owner Initials

Section 5.6. Cooperation in Event of Legal Challenge. Developer and Property Owner shall defend and indemnify the City and the City’s elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any claim, action, liability, or proceeding that seeks to attack, set aside, void, or annul the Project or any of the proceedings, acts, or determinations taken, done, or made as a result of the City’s processing and approval of the Project. Developer and Property Owner’s obligation to defend and indemnify the City hereunder shall apply to any lawsuit or challenge alleging failure to comply with the requirements of any federal, state, or local law, including, but not limited to, general plan and zoning requirements and the CEQA.

Developer and Property Owner’s obligations under this Section 5.6 shall include, but not be limited to, payment of all court costs and attorneys’ fees, all litigation-related costs, all costs of judgments and awards against the City, and all settlement costs, which arise out of the City’s processing and approval of the Project. The City shall notify the Developer and Property Owner promptly of any claim, action, or proceeding and reasonably cooperate in the defense. Upon receipt of such notification, the Developer and Property Owner shall assume the defense of the claim, action, or proceeding, including the employment of counsel satisfactory to the City, which approval shall not be unreasonably withheld. In the event of a disagreement between the Parties over litigation issues, the City shall have the authority to control the litigation and make litigation decisions for the City, including, but not limited to, settlement, or other disposition of the matter. If the City reasonably determines that having common counsel would create a conflict of interest between itself and Developer and/or Property Owner, then the City may hire counsel for its own defense, and Developer and Property Owner shall jointly and severally pay the

20 City the reasonable attorneys and costs of such counsel within thirty (30) days after receiving an itemized invoice from the City. Developer and Property Owner shall further pay for all costs and fees related to any additional investigation or study, or for supplementing or revising any document, including, without limitation, environmental documents for the Project.

Section 5.7. Failure to Indemnify. The failure of Developer or Property Owner to indemnify the City, as required by this Agreement, shall constitute a material breach of this Agreement and of any applicable Conditional Use Permit, Business Regulatory Permit, and Additional City Approvals, which shall entitle the City to all remedies available under law, including, but not limited to, specific performance and damages. Failure to indemnify shall constitute grounds upon which the City may rescind its approval of any entitlement, permit, or license related to the Project, or any portion thereof, and a waiver of Developer or Property Owner’s right to file a claim, action, or proceeding against the City and City’s elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives based upon the City’s rescission or revocation of any applicable Conditional Use Permit, Business Regulatory Permit, and Additional City Approvals, or City’s failure to defend any claim, action, or proceeding based upon Developer or Property Owner’s failure to indemnify the City.

Section 5.8. Waiver of Damages; Referendum. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that City would not have entered into this Agreement had it been exposed to liability for damages from the Developer and, therefore, the Developer and Property Owner hereby waive all claims for damages against City for breach of this Agreement. The Developer and Property Owner further acknowledge that under the Development Agreement Statute, land use approvals (including development agreements) must be approved by the City Council and that, under law, the City Council's discretion to vote in any particular way may not be constrained by contract. The Developer and Property Owner therefore waive all claims for damages against City in the event that this Agreement or any Project approval is: (1) not recommended for approval or approved by the Planning Commission, City Council (as the case may be); or (2) is approved by the City Council, but with new changes, amendments, conditions, or deletions to which Developer and/or Property Owner is opposed. Developer further acknowledges that, as an instrument which must be approved by ordinance, this Agreement is subject to referendum; and that, under law, the City Council's discretion to avoid a referendum by rescinding its approval of the underlying ordinance may not be constrained by contract, and Developer and Property Owner waive all claims for damages against City in this regard.

Section 5.9. Initiative Measures/Moratoria. The Parties intend this Agreement to be a legally binding contract which shall be exempt from any initiative measure or land use moratorium affecting the consideration and approval of parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within the City. This Agreement shall apply to the Project to the extent such initiative measure or municipal moratorium or other limitation is inconsistent or in conflict with this Agreement. Should an initiative measure or moratorium or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this

21 Agreement, neither Developer nor Property Owner shall have recourse against City pursuant to this Agreement for damages. The foregoing shall not be deemed to limit right of Developer or Property Owner to appeal any such determination that such initiative measure, moratorium, or other limitation invalidates or prevails over all or any part of this Agreement. The City agrees to cooperate with Developer or Property Owner in all reasonable manners in order to keep this Agreement in full force and effect, provided that Developer or Property Owner shall, jointly and severally, be obligated to reimburse the City for its actual and reasonable expenses incurred directly in connection with such cooperation and the City shall not be obligated to institute a lawsuit or other court proceedings in such cooperation.

Section 5.10. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.

ARTICLE 6

MORTGAGEE PROTECTION
Section 6.1. Mortgagee Protection. This Agreement, once executed and recorded, shall be superior and senior to any lien placed upon the Site and any portion thereof following recordation of this Agreement, including the lien of any deed of trust or mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value.

ARTICLE 7

ANNUAL REVIEW
Section 7.1. Annual Review. During the Term of this Agreement, the City shall annually review Developer’s good faith compliance with this Agreement. This periodic review shall be limited in scope to good faith compliance with the provisions of this Agreement, Conditional Use Permit and its associated conditions of approval, Business Regulatory Permit, California Cannabis Laws, the Bell Gardens Municipal Code and related statues and regulations. Developer shall bear the burden of demonstrating good faith compliance with the foregoing requirements.

Section 7.2. Timing of Annual Review. No later than thirty (30) days prior to the yearly anniversary of the Effective Date of this Agreement, Developer shall submit to the Community Development Director evidence of compliance pursuant to Section 7.1, above. The City reserves the right to request additional information necessary to demonstrate Developer’s good faith compliance. The Community Development Director or his or her designee shall report to the Planning Commission its determination of compliance through the submission of a staff report with a determination as to the Developer’s compliance, to be considered at a future Planning Commission hearing. If the Community Development Director determines that Developer is in Default pursuant to Section 8.1, the City shall follow the procedures provided pursuant to Article 8.

Section 7.3. Staff Reports. To the extent practical, the City shall deliver to the Developer a copy of all staff reports and related exhibits concerning the Developer’s performance under the Agreement within three (3) Business Days preceding Planning Commission review.

22 Section 7.4. Fee for Annual Review. The reasonable cost for the City’s annual review of this Agreement shall be paid by Developer, not to exceed the actual costs incurred by the City in connection with such review, inclusive of those costs incurred by consultants and legal fees as a part of Cost Recovery Fees. The Developer shall pay such costs to the City within thirty (30) days following the receipt of a written invoice from the City.

ARTICLE 8

DEFAULT, REMEDIES, AND ESTOPPEL CERTIFICATES
Section 8.1. Default. The failure of either Party to perform any obligation or duty under this Agreement within the time required by this Agreement shall be a default and after the giving of notice and the passage of the applicable amount of time, such a default shall constitute an event of default.

Section 8.2. Notice. The “Complaining Party” may not assert that an event of default has occurred against the “Defaulting Party” unless the Complaining Party has first given written notice to the Defaulting Party, specifying the nature of the default and the manner in which the default may be cured, if known to the Complaining Party. Any failure or delay by the Complaining Party in giving such notice shall not waive such default or waive any of the Complaining Party’s remedies.

Section 8.3. Cure. The Defaulting Party shall have thirty (30) days from the receipt of notice to cure the default except as provided in the next sentence. In the case of non-monetary defaults, if the default cannot be reasonably cured within such time, the default shall be deemed cured if:
a. The cure is commenced at the earliest practicable date following receipt of notice;
b. The cure is diligently prosecuted to completion;
c. At the earliest practicable date (but in no event later than ten (10) days after receiving the notice of default), the Defaulting Party provides written notice to the Complaining Party that the cure cannot be reasonably completed within such thirty (30) day period; and
d. The default is cured at the earliest practicable date, but in no event later than sixty (60) days after receipt of the first notice of default.

However, in the case of a monetary default (e.g., failure to make the payments to the City of fees or other costs required under this Agreement), any such default must be cured by the payment of the amount demanded within such thirty (30) day period.

Section 8.4. Failure to Cure Default Procedures. If after the cure period has elapsed, the City Manager finds and determines that Developer remains in default and that the City intends to terminate or modify this Agreement, the Community Development Director shall make a report to the Planning Commission and then set a public hearing in accordance with the local and state notice and hearing requirements. If after public hearing, the Planning Commission finds and determines, on the basis of substantial

23 evidence that Developer remains in default and that the City intends to terminate or modify this Agreement, the Developer shall be entitled to appeal that to the City Council.

Section 8.5. Appeals to City Council. If Developer wishes to appeal the Planning Commission’s determination pursuant to Section 8.4, such appeal shall be taken within fourteen (14) days after notice of the determination is effectuated pursuant to Section 9.2 of this Agreement. The City Council shall act upon the Planning Commission’s determination within sixty (60) days of the appeal. The failure by City Council to act within this prescribed time period shall not be deemed to be a denial or approval of the appeal and shall remain pending until final City Council action.

Section 8.6. Remedies. If the Defaulting Party fails to cure a default in accordance with the foregoing, an event of default shall be deemed to have occurred and the Complaining Party shall have the right to seek all appropriate remedies, at law or in equity, including specific performance, modification or termination of this Agreement without further or separate notice to the Defaulting Party.

Section 8.7. Estoppel Certificates.
a. City shall, upon not less than thirty (30) days prior written notice, execute, acknowledge, and deliver to Developer, Developer's lender, potential investors, or assignees an estoppel certificate in writing which certifies that this Agreement is in full force and effect, that there are no breaches or defaults under the Agreement except as described in such estoppel certificate, and that the Agreement has not been modified or terminated and is enforceable in accordance with its terms and conditions.
b. The City may recover its actual and reasonable costs and attorneys’ fees in connection with the timely dealing of any such estoppel certificate. City shall provide Developer with a written invoice of such costs to be paid by Developer within thirty (30) days of issuance.

ARTICLE 9

ADDITIONAL GENERAL/MISCELLANEOUS PROVISIONS
Section 9.1. Assignment.
a. City Council Approval Required. Developer shall not have the right to sell, assign, or transfer all or any part of its rights, title, duties, obligations, and interests in all or a portion of Site, or Project, subject to or a part of this Agreement, to any individual, firm, corporation, partnership, or entity during the Term of this Agreement without the advance approval by the City Council through a majority vote. This assignment prohibition also applies to the corporate and business entities of Developer that are a Party to this Agreement.

Developer shall initiate a request for the sale, assignment, or transfer of the rights, title, duties, obligations and interests in the Site or Project that is part of this Agreement by submitting a written request to the City Manager. The proposed transferee must provide evidence and any other documents required by the City to evidence compliance with California Cannabis Laws, the Bell Gardens Municipal Code and their related statutes and regulations and any other information deemed necessary to effectuate the transfer.

24 b. Escrow Account. When making a written request to City Manager for the assignment of rights pursuant to this Agreement, Developer shall open an escrow account and deposit an amount of Five Thousand Dollars ($5,000) into the escrow account. If the direct and indirect costs of staff time, consultant fees, legal fees and other costs exceed the deposited amount prior to a City Council vote pursuant to subsection (a) above, the City reserves the right to require Developer to deposit an additional Five Thousand Dollars ($5,000) into the escrow account to cover direct and indirect costs. Any unused fees remaining in the escrow account following the City Council vote shall be returned to Developer no later than thirty (30) days after the City Council action. c. Renegotiation of Community Benefits. The City reserves the right to renegotiate Community Benefits with the proposed transferee pursuant to Article 4. d. Effectuation of Assignment. Any sale, assignment, or transfer of the rights, obligations, or interests in this Agreement shall only be effective upon the issuance of a Business Regulatory Permit to the party to whom such sale, assignment, or transfer is made as required by Chapter 5.12 and Section

5.64.020 of the Bell Gardens Municipal Code. Any assignment or transfer prohibited by this Agreement will be considered an immediate material breach of this Agreement and City may elect to immediately terminate this Agreement. e. Assumption of Obligations. Upon the effectuation of an assignment pursuant to subsection (d) above, the transferee shall expressly and unconditionally assume all rights and obligations of the Developer pursuant to this Agreement.

Section 9.2. Notices. All notices permitted or required under this Agreement shall be given to the respective Parties must be in writing and may be given personally, by registered or certified mail (return receipt requested), Federal Express, UPS or other similar couriers. If notice is personally delivered, the notice shall be deemed to have been given and received on the date notice was given. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received three (3) days after the notice is deposited in the United States mail. If notice is given by Federal Express, UPS, or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on the receipt issued by the courier. Notice shall be provided to the following addresses:

DEVELOPER: CITY:

25 Flora Hospitality Group
1100 Glendon Ave, PH-9
Los Angeles, CA 90024
Attn: Noelle Frontz
(323)496-9041
[email protected]

PROPERTY OWNER:

James N. Tate, III
810 Madrid Ave.

Torrance, CA 90501
(310) 991-3405
City of Bell Gardens
7100 Garfield Ave.

Bell Gardens, California 90201
Attn: Michael B. O’Kelly, City Manager
(562) 806-7702
[email protected]

CITY ATTORNEY:

Olivarez Madruga Law Organization,
LLP
500 South Grand Ave., 12th Floor
Los Angeles, CA 90071
Attn: Stephanie Vasquez
(213) 744-0099
[email protected]

Section 9.3. Governing Law and Venue. This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

Section 9.4. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any term or provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any term or provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, any provisions that are not invalid or unenforceable shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement. The Parties expressly agree that each Party is strictly prohibited from failing to perform any and all obligations under this Agreement on the basis that this Agreement is invalid, unenforceable, or illegal. By entering into this Agreement, each Party disclaims any right to tender an affirmative defense in any arbitration or court of competent jurisdiction, that performance under this Agreement is not required because the Agreement is invalid, unenforceable, or illegal.

Section 9.5. Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Site is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Site, and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement.

Section 9.6. Joint and Several Liability. Developer and Property Owner shall be jointly and severally liable for all obligations imposed on either or both under this

26 Agreement, including but not limited to any amount due under this Agreement pursuant to Section 1.11. Developer and Property Owner agree that the City may impose a lien and seek foreclosure on any parcel of the Site due to any default by Developer. Such consent is additionally set forth in Exhibit “D” to this Agreement.

Section 9.7. Waiver. A waiver by any Party of any breach of any term, covenant, or condition herein contained or a waiver of any right or remedy of such Party available hereunder, at law or in equity, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained or of any continued or subsequent right to the same right or remedy. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving.

Section 9.8. Integration. This Agreement, together with its specific references, attachments, and Exhibits, constitutes all of the agreements, understandings, representations, conditions, warranties, and covenants made by and between the Parties hereto. Unless set forth herein, no Party to this Agreement shall be liable for any representations made, express or implied.

Section 9.9. Captions. The captions of this Agreement are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.

Section 9.10. Mandatory and Permissive. "Shall" and "will" and "agrees" are mandatory. "May" or "can" are permissive.

Section 9.11. Counterparts. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

Section 9.12. Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and, to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.

Section 9.13. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or federal law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, no Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

Section 9.14. Advice of Legal Counsel. Each Party acknowledges that it has had an opportunity to review this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.

Section 9.15. No Third-Party Beneficiaries. This Agreement and all provisions hereof are made and entered into for the sole protection and benefit of the

27 Parties and their successors and assigns. No other person shall have a right of action based upon any provision in this Agreement.

Section 9.16. Public Agency Coordination. The Parties shall cooperate and use reasonable efforts in coordinating the implementation of the Project with other public agencies, if any, having jurisdiction over the Site or the Project.

Section 9.17. Restrictions. Property Owner shall place in any agreements to sell or convey any interest in the Site or any portion thereof, a provision making the terms of this Agreement binding on any successors in interest of Property Owner.

Section 9.18. Attorneys’ Fees and Costs. Unless otherwise provided in this Agreement, if any action at law or in equity, including action for declaratory relief, is brought by a Party to enforce or interpret provisions of this Agreement, the prevailing Party in such action shall be entitled to recover its reasonable attorneys’ fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

Section 9.19. Environmental Remediation and Testing. The Parties acknowledge that various environmental remediation and testing activities may be required on the Site and on lands adjacent to the Site. The Parties shall consult with responsible public agencies, as appropriate, in connection with such environmental remediation and testing activities. Developer and Property Owner shall ensure that the development or operation of the Project shall not unreasonably interfere with any such remediation and testing activities.

Section 9.20. Calculation of Time Period. All time referenced in this Agreement shall be calendar days, unless the last day falls on a legal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.

Section 9.21. Recordation of Development Agreement. The City Clerk shall cause a copy of this Agreement to be recorded against title of the Site in accordance with state law.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

28 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them which appear below.

CITY

City of Bell Gardens, a municipal
corporation

By:

Michael B. O’Kelly
Bell Gardens City Manager

Date:

Approved as to Form

By:

Stephanie Vasquez
City Attorney

Date:

DEVELOPER

Flora Hospitality Group, LLC
[Notarized Signature Required]

By:_______________________________

Name: ___________________________

Title:______________________________

Date:

PROPERTY OWNER

James N. Tate, III
[Notarized Signature Required]

By:______________________________

Name:____________________________

Title:_____________________________

Date: ___

29 EXHIBIT “A”

LEGAL DESCRIPTION OF SITE

30 EXHIBIT “B”

SITE PLAN

31 EXHIBIT “C”

FLOOR PLAN

32 EXHIBIT “D”
PROPERTY OWNER’S CONSENT AGREEMENT

33 EXHIBIT “E”

SECURITY PLAN

34 EXHIBIT “F”

CONDITIONS OF APPROVAL

2024-048 | 6638 EASTERN AVENUE | RADIUS MAPS – 500, 600 and 1,500-foot

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
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: March 10, 2025
RECOMMENDATION:

It is staff's 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.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manual Carrillo, Director of Finance and Administrative Services

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM:Michael B. O’Kelly, City Manager
BY: Daisy Gomez, City Clerk
SUBJECT:Minutes for the February 24, 2025, Closed Session and City Council/Successor Agency Joint Meeting
MEETING DATE:March 10, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council approve the minutes of the February 24, 2025, Closed Session and City Council/Successor Agency Joint Meeting.

BACKGROUND / DISCUSSION:

Every Closed Session and City Council/Successor Agency Joint Meetings the City Clerk documents the actions made by the Agency Members/City Council.

CONCLUSION:

If approved, the minutes of the Closed Session and City Council/Successor Agency Joint Meetings will be archived in the City Clerk's Office.

FISCAL IMPACT:

No fiscal impact.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administration Services

CITY OF BELL GARDENS

MINUTES
City Council / Successor Agency to the Community Development Commission Joint Meeting
Monday, February 24, 2025, 5:00 PM

LOCATION: CITY COUNCIL CHAMBERS, 7100 GARFIELD AVENUE, BELL GARDENS, CA 90201 The meeting will be held at Bell Gardens City Hall in the Council Chambers. The public may attend the meeting in person or virtually as instructed below. You may view the meeting live on the City's website at https://www.bellgardens.org/i-want-to/watch-city-council-meetings.

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 72-hours before the scheduled meeting.

PUBLIC PARTICIPATION: The members of the public may address the City Council on any item listed on the agenda. Public comments are limited to three (3) minutes. Public comments for non-agenda items will be limited to a total of 30 minutes. Public comments can be made by any of the following ways:

IN-PERSON: Members of the public can provide in-person comments at the podium in the Council Chamber. The Council Chambers will have seating available for members of the public to attend the meeting in person, subject to capacity limits. Public comments are limited to (3) minutes per speaker, unless different time is announced by the presiding chair. Speakers who

wish to address the City Council should do so by submitting a "Public Comment Card" by 5:00 pm.

BY TELEPHONE: Phone Number: (669)900-9128 Webinar ID: 813 3236 4343# Passcode: 2021# To address the City Council press *9 to raise your hand then *6 to unmute yourself when instructed.

VIRTUALLY LIVE: Members of the public may participate via Zoom by https://zoom.us/join and entering the Zoom Meeting ID: 813 3236 4343 Passcode: 2021

Comments may also be made via the Zoom app by using the "Raise Hand" feature when it is your turn to speak the host will unmute you. Comments will not be accepted in the QandA Chat function of the zoom app.

WRITTEN COMMENTS: Public comments may be emailed to [email protected] or mailed to: City Clerk's Office, 7100 Garfield Ave., Bell Gardens, CA 90201. 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 part of the official public record of this meeting.

For more information, you may contact the City Clerk's office during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806-7704.

1. CALL TO ORDER
The Council Members of the City of Bell Gardens City Council held a regular meeting on February 10, 2025, in the Council Chambers, 7100 Garfield Avenue, Bell Gardens, CA with Mayor Jorgel Chavez presiding at 5:03 p.m.

2. ROLL CALL OF CITY COUNCIL MEMBERS / SUCCESSOR AGENCY TO THE

COMMUNITY DEVELOPMENT COMMISSION MEMBERS
Marco Barcena, Councilmember
Isabel Guillen, Councilwoman
Francis De Leon Sanchez, Councilwoman
Miguel De La Rosa, Mayor Pro Tem
Jorgel Chavez, Mayor

3. PUBLIC COMMENTS ON AGENDA ITEMS ONLY
During this time, the members of the public may address the City Council / Agency Members regarding any items listed on the agenda. Public comments are limited to 3 minutes per person.

4. CLOSED SESSION ITEMS
City Attorney Stephanie Vasquez announced the Closed Session items. The City Council recessed into closed session at 5:05 p.m. to discuss the items listed on the agenda.

4.1 Closed Session Pursuant to Government Code Section
54957.6-Conference with Labor Negotiators
City Designated Representatives: Michael B. O’Kelly, City Manager and Manuel Carrillo, Director of Finance.

City Organization:

Employee
Organizations:

City Employees Association
(CEA)
Public Works Employees
Association (PWEA)
Public Works Supervisors
Association (PWSA)
Police Officers Association
(POA)
Police Management
Association (PMA)
Non-Represented

5. CITY SESSION REPORT
The City Council reconvened to open session at 6:08 p.m., City Attorney Stephanie Vasquez announced that there were no reportable actions for Item No. 4.1.

6. ADJOURNMENT
Mayor Jorgel Chavez adjourned the meeting at 6:08 p.m.

Daisy Gomez, City Clerk

CITY OF BELL GARDENS

MINUTES
City Council / Successor Agency to the Community Development Commission Joint Meeting
Monday, February 24, 2025, 6:00 PM

LOCATION: CITY COUNCIL CHAMBERS, 7100 GARFIELD AVENUE, BELL GARDENS, CA 90201 The meeting will be held at Bell Gardens City Hall in the Council Chambers. The public may attend the meeting in person or virtually as instructed below. You may view the meeting live on the City's website at https://www.bellgardens.org/i-want-to/watch-city-council-meetings.

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 72-hours before the scheduled meeting.

PUBLIC PARTICIPATION: The members of the public may address the City Council on any item listed on the agenda. Public comments are limited to three (3) minutes. Public comments for non-agenda items will be limited to a total of 30 minutes. Public comments can be made by any of the following ways:

IN-PERSON: Members of the public can provide in-person comments at the podium in the Council Chamber. The Council Chambers will have seating available for members of the public to attend the meeting in person, subject to capacity limits. Public comments are limited to (3) minutes per speaker, unless different time is announced by the presiding chair. Speakers who

wish to address the City Council should do so by submitting a "Public Comment Card" by 5:00 pm.

BY TELEPHONE: Phone Number: (669)900-9128 Webinar ID: 813 3236 4343# Passcode: 2021# To address the City Council press *9 to raise your hand then *6 to unmute yourself when instructed.

VIRTUALLY LIVE: Members of the public may participate via Zoom by https://zoom.us/join and entering the Zoom Meeting ID: 813 3236 4343 Passcode: 2021

Comments may also be made via the Zoom app by using the "Raise Hand" feature when it is your turn to speak the host will unmute you. Comments will not be accepted in the QandA Chat function of the zoom app.

WRITTEN COMMENTS: Public comments may be emailed to [email protected] or mailed to: City Clerk's Office, 7100 Garfield Ave., Bell Gardens, CA 90201. 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 part of the official public record of this meeting.

For more information, you may contact the City Clerk's office during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806-7704.

1. CALL TO ORDER
The Council Members of the City of Bell Gardens City Council/Successor Agency held a Joint Regular meeting on February 24 2025, in the Council Chambers, 7100 Garfield Avenue, Bell Gardens, CA with Mayor Jorgel Chavez presiding. Mayor Jorgel Chavez called the joint meeting to order at 6:09 p.m.

2. INVOCATION
The invocation was given by Minister Daniel Anguino.

3. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Police Chief Camacho.

4. ROLL CALL OF CITY COUNCIL MEMBERS / SUCCESSOR AGENCY TO THE

COMMUNITY DEVELOPMENT COMMISSION MEMBERS
Marco Barcena, Councilmember / Agency Member
Isabel Guillen, Councilwoman/ Agency Member
Francis De Leon Sanchez, Councilwoman / Agency Member
Miguel De La Rosa, Mayor Pro Tem / Vice Chair
Jorgel Chavez, Mayor / Chair

5. PRESENTATION

5.1 Jose Ariel Camacho Barraza Commemoration and
Celebration Day - February 25th

Councilwoman Isabel Guillen read the proclamation and
presented it to Lisseth Franco-Flores and Angel Del Villar.

5.2 Certificate of Recognition - El Jaliscience
Mayor Jorgel Chavez read and presented the certificate of recognition to the owners.

5.3 Women's History Month Proclamation
Councilwoman Francis De Leon Sanchez read the
proclamation.

6. PUBLIC HEARING

6.1 Consideration of Ordinance No. 955 Amending Title 9 (Zoning and Planning Regulations) Bell Gardens Municipal Code to extend Public Noticing for Zoning Ordinances from 10 to 20 days in Compliance with new State Law

RECOMMENDATION: It is staff’s recommendation that the
City Council waive full reading and introduce Ordinance No. 955, by title only, amending Title 9 (Zoning and Planning) of the Bell Gardens Municipal Code (BGMC) to amend public
noticing provisions for zoning ordinances to comply with

State Law.

CONCLUSION: The implementation of Ordinance No. 955
would comply with AB 2904, a state mandate, expanding
noticing requirements and promoting public participation.

FISCAL IMPACT: None. State law previously required the City provide a 10 day notice for a public hearing. The proposed Ordinance would be carried out by staff in the normal course of business.

ATTACHMENTS: Exhibit 1- Ordinance No. 955.docx

Exhibit 2- Public Hearing Notice.pdf

City Clerk Daisy Gomez announced that no written comments were received.

Mayor Jorgel Chavez opened the public hearing at 6:25 p.m.

Bruce Crow spoke regarding this item.

Moved by: Francis De Leon Sanchez
Seconded by: Miguel De La Rosa

Yes Marco Barcena, Jorgel Chavez, Miguel De La
Rosa, Francis De Leon Sanchez, and Isabel
Guillen
Carried 5-0

7. PUBLIC COMMENTS ON NON-AGENDA ITEMS UNDER THE SUBJECT

MATTER JURISDICTION OF THE CITY COUNCIL / SUCCESSOR AGENCY During this time, the members of the public may address the City Council / Successor Agency regarding any items within the subject matter jurisdiction of the City Council / Successor Agency. Public comments are limited to 3 minutes per person subject to an overall 30-minute period for non-agenda items. Government Code Section 54590 prohibits the City Council / Successor Agency from taking action or engaging in discussion on a specific item unless it appears on the agenda.

City Clerk Daisy Gomez announced that there were no written comments received.

Ernesto Gonzalez announced scholarships available from Montebello

Unified School District to students.

Karla Torres, AltaMed Health Services, announced opening of AltaMed Viva Gold at a local site.

Bruce Crow spoke on various topics.

8. PUBLIC COMMENTS ON AGENDA ITEMS ONLY
During this time, the members of the public may address the City Council / Agency Members regarding any items listed on the agenda. Public comments are limited to 3 minutes per person.

City Clerk Daisy Gomez announced that there were no written comments received.

Bruce Crow spoke regarding Item No. 11.2.

9. CITY MANAGER'S REPORT
City Manager Michael O'Kelly provided a brief report.

10. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and can be acted on by one roll call vote. There will be no separate discussion of these items unless members of the City Council / Successor Agency request specific items to be removed from the Consent Calendar for separate action. Items called for separate discussion will be heard as the next order of business.

A motion was made by Councilwoman Francis De Leon Sanchez, seconded by Councilwoman Isabel Guillen approve Consent Calendar Item Nos. 10.1 -

10.8. The motion carried 5-0 with the following vote:

Moved by: Francis De Leon Sanchez
Seconded by: Isabel Guillen

Yes Marco Barcena, Jorgel Chavez, Miguel De La

Rosa, Francis De Leon Sanchez, and Isabel
Guillen
Carried 5-0

10.1 General Motion to Waive Full Reading and Approve
Ordinances by Title Only Pursuant to California Government Code Section 36934 with Support from the Majority of the Legislative Body

RECOMMENDATION: It is staff's recommendation that the
City Council approve Ordinances by title only.

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: None
ATTACHMENTS: None

10.2 Approval Minutes of February 10, 2025 Closed Session and City Council/Successor Agency - Joint Meeting

RECOMMENDATION: It is staff's recommendation that the
City Council approve the minutes of the February 10, 2025, Closed Session and City Council/Successor Agency Joint
Meetings.

CONCLUSION: If approved, the minutes of the Closed Session and City Council/Successor Agency Joint Meetings will be archived in the City Clerk’s Office.

FISCAL IMPACT: None
ATTACHMENTS: Exhibit 1 - City Council / Successor Agency to the Community Development Commission Joint Meeting -
Feb 10 2025 - Minutes

Exhibit 2 - City Council Closed Session - Feb 10 2025 - Minutes

10.3 Warrant Register and Wire Transfer

RECOMMENDATION: It is staff's recommendation that the
City Council receive and file the warrant registers, wire transfers, and net payrolls dated 02/04/2025, 02/06/2024, and 02/11/2025.

CONCLUSION: If the recommendation to the City Council is approved, then the warrant registers, wire transfers, and net payrolls dated 02/04/2025, 02/06/2024, and 02/11/2025.

FISCAL IMPACT:

Warrant
register
02/04/20
25 193686-194066 $551,584.8
5 Total Bank $551,584.8
5 Wire Transfer
02/06/20
25 2040-2043 $310,652.6
9 Warrant
register

02/11/20
25 194067-194188 $698,064.5
5 Total Bank $1,008,717
.24
Net Payroll
transfer

02/06/20
24 $645,255.0
5 Total Voucher $1,653,972
.29

Grand Total
Vouchers
$2,205,557
.14
ATTACHMENTS: Exhibit 1- Warrant Register

10.4 Warrant Register Successor Agency

RECOMMENDATION: It is staff’s recommendation that the
Successor Agency members receive and file the warrant
registers dated 02/11/2025.

CONCLUSION: If the recommendation to the Successor

Agency Members is approved, then the warrant register dated 02/11/2025 will be received and filed.

FISCAL IMPACT:

Warrant
Register
02/11/2025 12973 $7,800.00
Total Bank $7,800.00

Grand Total
Vouchers
$7,800.00
ATTACHMENTS: Exhibit 1-Warrant Register Successor Agency

10.5 Consideration of a Resolution approving and authorizing a Reimbursement Agreement with the Los Angeles County
Development Authority (LACDA) for the City’s continued
participation in the Permanent Local Housing Allocation (PLHA) Program for Year 5 (2025) allocation to implement the program during Fiscal Year (FY) 2025-2026

RECOMMENDATION: It is staff's recommendation that the
City Council adopt the attached Resolution approving and authorizing a reimbursement agreement with the Los Angeles County Development Authority (LACDA) for the City’s
continued participation in the Los Angeles Urban County Permanent Local Housing Allocation (PLHA) Program for Year 5 (2025) Allocation to implement the program during Fiscal Year (FY) 2025-2026.

CONCLUSION: Staff recommends that the City Council adopt the attached Resolution approving and authorizing a
reimbursement agreement with the Los Angeles County
Development Authority for the City’s continued participation in the Los Angeles County Development Authority Permanent Local Housing Allocation Program thereby continuing the Residential Rental Assistance Program for Bell Gardens
residents. To meet LACDA’s public notice posting
requirement, a thirty-day public notice was posted on

January 14, 2025, at various City facilities.

FISCAL IMPACT: No impact. The PLHA funds are restricted funds provided by the California State Department of Housing and Community Development and will supplement the City’s resources to increase the supply of affordable housing. No matching funds are required.

ATTACHMENTS: Exhibit 1 - Resolution No. 2025-14.docx

Exhibit 2 -PLHA Program Exhibit A Input Form.pdf

Exhibit 3 - Public Notice.pdf

Resolution No. 2025-14 was approved.

10.6 Consideration of a Resolution Approving a Contract Services Agreement with ABM Building Solutions, LLC For Heating, Ventilation and Air Conditioning Maintenance Services

RECOMMENDATION: It is staff’s recommendation that the
City Council adopt the attached Resolution authorizing the City Manager to execute a Contract Services Agreement with ABM for Heating, Ventilation and Air Conditioning
Maintenance Services.

CONCLUSION: Based on ABM’s proposal rating, staff is
recommending that the City Council award ABM a three-year Contract Services Agreement with an optional two one-year extensions for an amount not-to-exceed $43,381 to provide HVAC maintenance services.

FISCAL IMPACT: Funds for contracted services are included in the FY 2024-2025 budget.

ATTACHMENTS: Exhibit 1 - Resolution 2025-15

Exhibit 2 – Contract Services Agreement

Resolution No. 2025-15 was approved.

10.7 Approval of Plans and Specifications and Authorization to Solicit Bids for the ATP Cycle 5 Citywide Complete Streets Improvements, Phase 1 (CIP No. 3903)

RECOMMENDATION: It is staff’s recommendation that the
City Council:

1. Approve the plans and specifications for the ATP Cycle 5 Citywide Complete Streets Improvements, Phase 1
(CIP No. 3903);

2. Authorize staff to solicit competitive bids and publish the Notice Inviting Sealed Bids (NISB); and

3. Find that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant
to Guidelines Section 15301(c).

CONCLUSION: Upon authorization by the City Council, staff will proceed with the bid phase of the Project.

FISCAL IMPACT: The City’s FY 24-25 operating budget
includes $6,299,000 of ATP Cycle 5 Funds for the construction of the project. The engineer’s estimate for construction is $4,705,000.

ATTACHMENTS: Exhibit 1- Notice Inviting Sealed Bids for the ATP Cycle 5 Citywide Complete Streets Improvements, Phase 1 10.8 Approval of Plans and Specifications and Authorization to Solicit Bids for the Various Residential Street Improvements, FY 2024/2025 (CIP No. 3940)

RECOMMENDATION: It is staff’s recommendation that the
City Council:

1. Approve the plans and specifications for the Various Residential Street Improvements, FY 2024/2025 (CIP No.
3940);

2. Authorize staff to solicit competitive bids and publish the Notice Inviting Sealed Bids (NISB); and

3. Find that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Guidelines Section 15301(c).

CONCLUSION: Upon authorization by the City Council, staff will proceed with the bid phase of the Project.

FISCAL IMPACT: The City’s FY 24-25 capital improvement
budget includes a total budget of $1,245,168, consisting of $672,735 in Measure R and $572,433 in Measure M local return funds. The engineer’s estimate for construction is $1,485,000, including the additive bid item.

ATTACHMENTS:Exhibit 1 - Notice Inviting Bids Various

Residential Street Improvements FY 2024-2025 (CIP No. 3940)

11. DISCUSSION

11.1 Local Commission Appointment List

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

CONCLUSION: After an appointment is made, Commission
members will receive their Oath of Office before beginning service with their respective Commission at the next regularly scheduled Commission meeting. The City Clerk's Office will arrange for the proper filing of Conflict of Interest Code forms and schedule trainings for AB 1234 and AB 1661.

FISCAL IMPACT: None
ATTACHMENTS: Exhibit 1 - Notice of Vacancy

Mayor Pro Tem Miguel De La Rosa nominated Ainslee Preciado to fill his vacancy in the Recreation, Cultural, and Youth Commission and Councilwoman Isabel Guillen nominated
Samuel Perez to fill her vacancy in the Traffic and Safety Commission.

A motion was made by Councilwoman Francis De Leon
Sanchez, seconded by Councilmember Marco Barcena to fill the vacancies as nominated by Mayor Pro Tem Miguel De La Rosa and Councilwoman Isabel Guillen.

The motion carried 5-0 with the following vote:

Moved by: Francis De Leon Sanchez
Seconded by: Marco Barcena

Yes Marco Barcena, Jorgel Chavez, Miguel De La
Rosa, Francis De Leon Sanchez, and Isabel
Guillen
Carried 5-0

11.2 FY 2024-2025 Mid-Year Budget Review

RECOMMENDATION: It is staff’s recommendation that the
City Council:

1. Receive, discuss, and file the fiscal year 2024-25 mid-year budget presentation, and

2. Approve the following additional appropriations for fiscal year 2024-25. Measure R Funds (286) $5,100, Measure A Funds (286) $400K; Gen Fund CIP (115) & Measure A $440K; Prop C (281) $450K; and Measure R (286) $75K
CONCLUSION: The Fiscal Year 2024-2025, mid-year budget report has been presented. Revenues are projected to be lower by $3.40 million and expenditures are projected to be higher by $508K, which included the Mid-Year adjustments and the City Council Approved appropriation during the year bringing the total projected expenditure to $46.67 million.

FISCAL IMPACT: If approved, the following additional
appropriations will be added to the following funds: Measure R Funds (286) $5,100, Measure A Funds (286) $400K; Gen Fund CIP (115) & Measure A $440K; Prop C (281) $450K; and
Measure R (286) $75K
ATTACHMENTS: Exhibit 1 - Fiscal Year 2024-2025 Mid-Year Budget Presentation.pptx

Manuel Carrillo, Director of Finance Administrative Services, provided a presentation.

A motion was made by Councilwoman Isabel Guillen, seconded by Mayor Pro Tem Miguel De La Rosa to receive, file the budget presentation and to approve the additional appropriations for fiscal year 2024-2025.

The motion carried 5-0 with the following vote:

Moved by: Isabel Guillen
Seconded by: Miguel De La Rosa

Yes Marco Barcena, Jorgel Chavez, Miguel De La
Rosa, Francis De Leon Sanchez, and Isabel

Guillen
Carried 5-0

11.3 Consideration and Approval of a Resolution Approving a Loan Agreement with Hub Cities Consortium for Financial
Assistance

RECOMMENDATION: It is staff's recommendation that the
City Council:

1. Adopt the attached Resolution appropriating a loan to Hub Cities Consortium from the General Fund in an
amount not to exceed $90,834, for financial assistance
as a member agency; and

2. Authorize the City Manager to enter into a loan
agreement, approved as to form by the City Attorney.

CONCLUSION: With the City of Bell Gardens and the other five city members’ financial assistance, Hub Cities will be able to continue to provide services to the residents of the Southeast LA communities through the end of the fiscal year (June 30, 2025).

FISCAL IMPACT: An appropriation of funding in the form of a loan from the General Fund in a not to exceed amount of $90,834.00 to provide Hub Cities financial assistance as a member agency. If other Hub Cities city members approve funding that is less than their 1/6th proportionate share, then the Bell Gardens loan amount shall be lowered accordingly.

ATTACHMENTS: Exhibit 1 - Resolution No. 2025-16

Exhibit 2 - JPA Agreement

Michael B. O'Kelly, City Manager, provided a presentation.

A motion was made by Councilwoman Francis De Leon
Sanchez, seconded by Councilmember Marco Barcena to fill the vacancies as nominated by Mayor Pro Tem Miguel De La Rosa and Councilwoman Isabel Guillen.

The motion carried 5-0 with the following vote:

Moved by: Francis De Leon Sanchez

Seconded by: Marco Barcena

Yes Marco Barcena, Jorgel Chavez, Miguel De La
Rosa, Francis De Leon Sanchez, and Isabel
Guillen
Carried 5-0

12. CITY COUNCIL / SUCCESSOR AGENCY MEMBER COMMENTS
Members of the Council and Successor Agency made community announcements and comments.

13. ADJOURNMENT
Mayor Jorgel Chavez adjourned the meeting at 7:39 p.m.

Daisy Gomez, City Clerk

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM: Michael B. O’Kelly, City Manager
BY:Manuel Carrillo, Director of Finance & Administrative Services SUBJECT:Warrant Register and Wire Transfer
MEETING DATE:March 10, 2025
RECOMMENDATION: It is staff's recommendation that the City Council receive and file the warrant registers, wire transfers, and net payrolls dated 02/13/2025, 02/18/2024, 02/20/2025, and 02/25/2025.

BACKGROUND/DISCUSSION: The attached warrant registers, wire transfers, and net payrolls are for 02/13/2025, 02/18/2024, 02/20/2025, and 02/25/2025.

CONCLUSION: If the recommendation to the City Council is approved, then the warrant registers, wire transfers, and net payrolls dated 02/13/2025, 02/18/2024, 02/20/2025, and 02/25/2025.

FISCAL IMPACT:

Wire transfer 02/13/2025 2044 $2,098,613.80
Warrant register 02/18/2025 194189-194276 $443,011.37
Total Bank $2,541,625.17

Wire transfer 02/20/2025 2045-2050 $486,474.74
Warrant register 02/25/2025 194277-194356 $ 750,351.32 Total Bank $1,236,826.06
Net Payroll transfer 02/20/2025 $523,885.19
Total Voucher $ 1,760,711.25

Grand Total Vouchers $ 4,302,336.42
APPPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM: Michael B. O’Kelly, City Manager
BY:Manuel Carrillo, Director of Finance and Administrative Services
SUBJECT:January 2025 Treasurer’s Report
MEETING DATE:March 10, 2025
RECOMMENDATION: It is staff’s recommendation that the City Council receive, approve, and file the January 2025 Treasurer’s Report.

BACKGROUND/DISCUSSION:

The Treasurer’s Report is a list of cash and investments held by the City as of January 31, 2025. Monthly reporting includes cash balances by fund and reconciled bank balances provided by Finance and Administrative Services.

CONCLUSION:

The January 31, 2025, Treasurer’s Report has been presented to the City Council with a recommendation to receive, approve and file.

FISCAL IMPACT: None
APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and Council Members
FROM: Michael B. O’Kelly, City Manager
BY: Manuel Carrillo, Director of Finance and Administrative Services Andrew J. Tse, Human Resources Manager
SUBJECT: Consideration of a Resolution Approving an Employment Agreement with John Ramirez for Appointment as Interim Director of Community Development Pursuant to Government Code
Section 21221(h)
DATE:March 10, 2025
RECOMMENDATION:

It is staff’s recommendation that the City Council adopt the attached Resolution, approving an employment agreement with John Ramirez for appointment as Interim Director of Community Development pursuant to Government Code Section 21221(h).

BACKGROUND/DISCUSSION:

Incumbent Director of Community Development, Gustavo Romo, will be leaving City service effective March 13, 2025. An Interim Director of Community Development is needed to ensure continuity of the governmental services of the Community Development Department while the City recruits for a permanent appointment.

John Ramirez is a seasoned professional with a 23-year career in municipal government, having served the cities of Anaheim, Cypress, Hawthorne, and retiring from the City of Norwalk as Director of Community Development in August 2024.

Government Code Section 21221(h) of Public Employees’ Retirement Law permits the governing body to appoint a CalPERS retired person to a vacant position requiring specialized skills during recruitment for a permanent appointment, and provides that the retired person appointed to the vacant position shall not receive any benefits, incentives, compensation in lieu of benefits, or any other forms of compensation in addition to the hourly rate. Additionally the retired annuitant appointed shall not work more than 960 hours each fiscal year, regardless of whether they work for one or more employers.

CONCLUSION:

It is necessary for the City to retain a seasoned Interim Director of Community Development to continue the planning, organizing, staffing, directing, coordinating, reporting, and budgeting activities of the Department of Community Development to ensure continuity of leadership and quality services to the public, while the City undergoes a recruitment process for a permanent appointment.

FISCAL IMPACT:

A cost savings of approximately $5,100 per month is anticipated during the interim appointment due to no employer portion CalPERS retirement contributions and employee benefits associated with the retired annuitant interim appointment.

ATTACHMENTS:

Exhibit 1 – Resolution No. 2025-17
Exhibit 2 – Employment Agreement Between the City of Bell Gardens and John Ramirez APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2025-17

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPOINTING JOHN RAMIREZ AS AN

INTERIM DIRECTOR OF COMMUNITY DEVELOPMENT PURSUANT TO
GOVERNMENT CODE SECTION 21221(H)

WHEREAS, Government Code Section 21221(h) of the Public Employees’ Retirement Law permits the governing body to appoint a CalPERS retired person to a vacant position requiring specialized skills during recruitment for a permanent appointment, and provides that the retired person appointed to the vacant position shall not receive any benefits, incentives, compensation in lieu of benefits, or any other forms of compensation in addition to the hourly rate. Additionally the retired annuitant appointed shall not work more than 960 hours each fiscal year, regardless of whether they work for one or more employers; and

WHEREAS, pursuant to Government Code Section 21221(h), the City Council desires to appoint John Ramirez as an interim appointment retired annuitant to the vacant position of Director of Community Development for the City of Bell Gardens, effective March 17, 2025; and

WHEREAS, the City of Bell Gardens and John Ramirez certify that John Ramirez has not and will not receive a Golden Handshake or any other retirement-related incentive; and

WHEREAS, an appointment under Government Code Section 21221(h) requires the retiree is appointed into the interim appointment during recruitment for a permanent appointment; and

WHEREAS, the governing body has authorized the search for a permanent appointment on March 10, 2025; and

WHEREAS, this Government Code Section 21221(h) appointment shall only be made once and therefore will end on June 30, 2025, or sooner when a permanent appointment is made; and

WHEREAS, the entire employment agreement, contract or appointment document between John Ramirez and the City of Bell Gardens has been reviewed by this body and is attached herein; and

WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and

WHEREAS, the maximum base salary for this position is $16,200 per month and the hourly equivalent is $93.46 per hour; and

Resolution No. 2025-17

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WHEREAS, the hourly rate paid to John Ramirez will be $93.46 per hour; and

WHEREAS, John Ramirez has not and will not receive any other benefit, incentive, compensation in lieu of benefit or other form of compensation in addition to this hourly pay rate.

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 discussion, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council hereby certifies the nature of the employment of John Ramirez as described herein and detailed in the attached Employment Agreement.

SECTION 3. This appointment is necessary to fill the critically needed position of Director of Community Development for the City of Bell Gardens by March 17, 2025, due to the incumbent director vacating the position on March 13, 2025.

SECTION 4. The City Council hereby approves the Employment Agreement with John Ramirez, which is attached to the staff report as Exhibit 2.

SECTION 5. The City Council further authorizes and directs the City Manager to execute the Employment Agreement and take all actions necessary to appropriate, implement, and effectuate the intent of the City Council as set forth in this Resolution.

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.

[Signatures on the following page]

Resolution No. 2025-17

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PASSED, APPROVED, and ADOPTED this 10th day of March 2025.

THE CITY OF BELL GARDENS

________________________________
Jorgel Chavez, Mayor

APPROVED AS TO FORM: ATTEST:

________________________________ ________________________________ Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

Resolution No. 2025-17

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I, Daisy Gomez, City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. ___________was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on Monday, ___________ and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________
Daisy Gomez
City Clerk

EMPLOYMENT AGREEMENT BETWEEN THE CITY OF BELL GARDENS AND

JOHN RAMIREZ
THIS EMPLOYMENT AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of __________________ 2025 (hereinafter, the “Effective Date”) by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, “City”) and JOHN RAMIREZ (hereinafter, “Employee”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Employee interchangeably, as appropriate.

RECITALS
WHEREAS, the incumbent Director of Community Development will be separating from the City on March 13, 2025; and
WHEREAS, an Interim Director of Community Development is needed to ensure continuity of the governmental services of the Community Development Department while the City recruits for a permanent appointment; and
WHEREAS, the Interim Director of Community Development appointment is an appointment to a position of a limited duration and one requiring specialized skills. It is a provisional appointment. This provisional appointment may be terminated by the City Manager, in his sole discretion; and
WHEREAS, City desires to fill the position of Director of Community Development on an interim basis; and
WHEREAS, Employee is a retired person under the California Public Employees’ Retirement System (CalPERS) and desires to retain his retirement status and benefits.

The Public Employees’ Retirement Law (PERL), commencing at Government Code Section 20000, permits a retired person under PERS to serve in otherwise covered employment without reinstatement from retirement and without loss or interruption of retirement benefits; and
WHEREAS, Employee possesses the specialized skills necessary to serve as Interim Director of Community Development as a result of a 23-year career in municipal government, having served the cities of Anaheim, Cypress, Hawthorne, and retiring from the City of Norwalk as Director of Community Development in August 2024; and WHEREAS, City and Employee desire to structure the employment to comply with Government Code Section 21221(h); and
WHEREAS, City and Employee wish to enter into an Employment Agreement that sets forth the rights and obligations of the parties and that will supersede all prior

negotiations, discussions or agreements.

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

1. RECITALS: The recitals set forth above are hereby incorporated by this reference as if set forth in full herein.

2. TERM: Unless sooner terminated as provided in this Agreement, the term of this Agreement shall commence as of March 17, 2025, and shall terminate no later than the earlier of the following: (i) at the earliest of the date which the City Manager in his sole discretion, determines that the temporary appointment should be terminated; (ii) a duly appointed person assumes the office of Director of Community Development; or (iii) June 30, 2025 (the “Completion Date”).

Employee shall be appointed only once to this vacant position and shall not be eligible for reappointment or for an extension of the specified term.

3. DUTIES AND AUTHORITY: Employee shall exercise the full powers and performs the duties of the position of Director of Community Development, which are attached and incorporated hereto as Exhibit “A”; the personnel and departmental rules, regulations and procedures; the Director of Community Development job description; and under state law, as each of them currently or may in the future exist. Employee shall exercise such other powers and perform such other duties as assigned by the City Manager.

4. EMPLOYEE’S OBLIGATIONS: Employee shall devote his best efforts to the performance of the Agreement and to the promotion of the City’s interests.

Employee shall not engage in any activity, consulting service, or enterprise, for compensation or otherwise, which is actually or potentially in conflict with or inimical to or which materially interferes with his duties and responsibilities to the City, or presents a reasonable likelihood that employee will be required by state law to recuse himself from discussions or decisions regarding City business.

Employee shall be subject to all rules and procedures for outside employment applicable to executive employees of the City.

5. WAGE RATE AND BENEFITS:

A. Base Wage: Consistent with applicable provisions of California retirement law, the compensation paid to Employee will not be less than the minimum or exceed the maximum monthly base salary of the position of Director of Community Development, as listed on a publicly available pay schedule for the vacant position of Director of Community Development. The monthly salary of SIXTEEN THOUSAND TWO HUNDRED ($16,200) will be divided by 173.333

to equal an hourly rate. City shall pay Employee for all hours actually worked at the hourly rate of NINETY-THREE DOLLARS AND FORTY-SIX CENTS ($93.46), subject to legally permissible or required withholding, paid on City’s normal paydays. Employee agrees to accurately track and report all hours worked. Employee acknowledges that he cannot volunteer hours of work to the City while an employee.

B. Hours: The Parties expect that Employee will normally work 40 hours per week based on a 4/10 schedule. Employee may be available at other times, based on the nature of Community Development work and the demands of the job.

City and Employee may mutually agree in writing to a different work schedule in the future, consistent with the requirements of the work and each party’s individual.
1) Group Medical and Dental Insurance: Employee acknowledges that he (including his dependents) will not be eligible for and hereby waives entitlement to health and welfare benefits and group insurance, including, without limitation, medical, life, dental, optical, and disability coverage.
2) Retirement Plan: Employee shall remain a retired person under CalPERS and shall not be eligible to participate under the CalPERS plan applicable to other employees of the City unless Employee is subject to the retirement law requirements. As a retired annuitant and to the extent provided by law, Employee will not be subject to mandatory social security coverage.
3) Expenses: City recognizes that Employee may incur certain expenses of a non-personal and job-related nature. City agrees to reimburse or to pay such business expenses which are incurred and submitted according to the City’s normal expense reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting the City’s normal requirements and must be submitted within the time limits established by the City. 4) Bonding: City shall bear the full cost of any fidelity or other bonds that may be required of Employee under any law or ordinance by virtue of his employment as Interim Director of Community Development.

6. APPOINTMENT: Employee’s appointment is temporary and provisional, qualifying only for the compensation provided under this Agreement and ineligible for benefits applicable to regular executive appointments, except as otherwise provided in this Agreement.

7. INDEMNIFICATION: City will defend and indemnify Employee, using legal counsel of the City’s choosing, against legal liability for acts or omissions by Employee occurring in the course and scope of employment under this Agreement, in accord with California Government Code Sections 825, 995, and 995.2-995.8 and other applicable provisions of California law. In the event independent counsel is required for Employee, City may select and will pay the reasonable fees of such independent counsel.

8. AT-WILL EMPLOYMENT RELATIONSHIP: The City Council shall be the appointing authority for Employee and Employee is employed at the pleasure of the City Manager. Either the City Manager or Employee may terminate this Agreement and the employment relationship at any time without cause. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City Manager to terminate the employment of Employee by providing the Employee with written notice. Employee may terminate this Agreement and the employment relationship by providing thirty (30) calendar day written notice to the City Manager.

9. SEVERANCE: City shall pay Employee for all services through the effective date of termination and Employee shall receive no other compensation or payment or any severance. Since Employee is not eligible for paid leave, payment for unused leave time will not be applicable.

10.GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

11.CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

12.SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

13.AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments,

modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

14.CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

15.INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

16.ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between City and Employee prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section 13, above.

17.NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

Employee: City:

John Ramirez
Home Address on File
City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: Michael O’Kelly, City Manager
Phone: 562-806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

18.GENERAL PROVISIONS:

A. Employee acknowledges that, except as expressly provided in this Agreement, his employment is subject to the City’s generally applicable rules and policies

pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment and violence in the workplace.

B. Employee acknowledges that he has had the opportunity and has conducted an independent review of the financial and legal effects of their Agreement.

Employee acknowledges that he has made an independent judgement upon the financial and legal effects of their Agreement and has not relied upon any representation of the City, its officers, agents, or employees other than those expressly set forth in this Agreement.

19.COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section 13, above. One fully executed original counterpart will be delivered to Employee and two original counterparts will be retained by City. (SIGNATURES ON NEXT PAGE)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF BELL GARDENS:

By:_______________________________
Name:____________________________
Title:____________________
Date:_____________________
APPROVED AS TO FORM:

By:____________________________
Stephanie Vasquez, City Attorney
EMPLOYEE:

By:_______________________________
Name:____________________________
Title:____________________
Date:_____________________

EXHIBIT “A”
Essential functions, as defined under the Americans with Disabilities Act, may include any of the following representative duties, knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class; employees may be assigned duties which are not listed below; reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include, but are not limited to, the following:

1. Provides direction, planning, and leadership for all Community Development divisions and related activities; evaluates operational performance, reviews programs and projects, coordinates activities, and fosters communications within the department; identifies problems, collaborates with other staff, and provides conflict resolution.

2. Supervises, guides, motivates, manages, and evaluates assigned staff; delegates work, fosters working relationships, and provides training and instruction on methods, procedures, and program goals; reviews, evaluates, and provides feedback on employee performance.

3. Prepares and administers the Department budget; provides annual and monthly feedback on revenue and expenses; proposes changes or updates to the budget and consistently reviews potential areas needing fund re-allocation.

4. Collaborates and engages with other department heads, leaders, supervisors, community members, and the general public on community development needs; provides recommendations for planning, programs, projects, business licensing, code enforcement, and economic development; coordinates work to ensure timeliness, efficiency, and accuracy.

5. Develops and maintains extensive relationships; works on special projects requested by the City Manager, the City Council, or other departments; conducts strategic and long-range planning, research, and analysis for the Department and the City.

6. Attends, engages, and represents the City at various meetings; develops, prepares, and presents documents and reports to the Board and City Council; studies and presents potential changes which could impact Community Development; writes staff reports as necessary.

7. Supports the relationship between Bell Gardens and the general public by demonstrating courteous and cooperative behavior when interacting with citizens, visitors, and City staff; maintains confidentiality of work-related issues and pertinent information; performs other duties as required or assigned.

Knowledge of:
•Community Development administration, planning, and management. •Applicable State and Federal statutes and codes.
•Project management principles and practices.

•Negotiation techniques, real estate principles, legislative analysis, cost benefit analysis, and public administration.
•Budget development and implementation.
•California Uniform Building Code, Government Code, Health and Safety Code. •City General Plan, City Housing Element, and the Federal Register. •Personnel management and supervision.
•Record keeping, report preparation, filing methods, and public speaking. •General office policies and procedures; computers and general office equipment.

Skill in:
•Organizing work and setting priorities to meet deadlines. •Using tact, discretion, initiative, and independent judgement within established guidelines.
•Affordable housing development, land entitlement process, and planning principles.
•Researching, compiling, and summarizing a variety of informational and statistical data.
•Understanding building codes, municipal finance, and municipal law. •Understanding and interpreting complex policies, protocols, and procedures. •Planning, organizing, assigning, directing, and evaluating the work of assigned staff.
•Operating a computer with intermediate level proficiency in document and file management, word-processing, database management, and internet and email usage.

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and Council Members
FROM: Michael B. O’Kelly, City Manager
BY: Manuel Carrillo, Director of Finance and Administrative Services Andrew J. Tse, Human Resources Manager
SUBJECT: Consideration of a Resolution Implementing Provisions of the General Fund-Based Reopener Articles as Provided by the Memorandum of Understanding Between the City of Bell Gardens and the Bell Gardens City Employees Association, the Bell Gardens Public Works Employees Association, and the Bell Gardens Public Works Supervisors Association
DATE:March 10, 2025
RECOMMENDATION:

It is staff’s recommendation that the City Council adopt the attached Resolution, implementing the provisions of the general fund-based reopener articles as provided by the memorandum of understanding between the City of Bell Gardens, the Bell Gardens City Employees Association, the Bell Gardens Public Works Employees Association, and the Bell Gardens Public Works Supervisors Association.

BACKGROUND/DISCUSSION:

Article X of the memorandum of understanding (MOU) between the City of Bell Gardens and the Bell Gardens City Employees Association (BGCEA), adopted on May 22, 2023; Article VIII of the MOU between the City of Bell Gardens and the Bell Gardens Public Works Employees Association (BGPWEA), adopted on May 22, 2023; and Article IX of the MOU between the City of Bell Gardens and the Public Works Supervisors Association (BGPWSA), adopted on June 26, 2023, provide for a general fund-based MOU reopener should the City experience a five percent (5%) or greater reduction in general fund revenues during each fiscal year for the period of July 1 through December, compared to the immediately preceding same period of time; and/or the period January 1 through June 30 and the same preceding period of time.

Article VIII of the BGPWEA MOU and Article IX of the BGPWSA MOU further provides that for a general-fund based MOU reopener should the Bicycle Casino be closed down or if the revenue to the City from the Casino operations fall more than 10% from the corresponding month in the previous year, and that such a drop (in excess of 10%) shall exist for three (3) consecutive months.

A determination by the City Council to implement this Article in the respective MOUs shall not be subject to administrative or judicial challenge. The implementation threshold for all three (3) MOUs has been met.

CONCLUSION:

It is necessary for the City to implement the reopener provision to advise and discuss with the employee associations expected impacts and discuss possible solutions to resolve anticipated fiscal shortfall.

FISCAL IMPACT:

There is no fiscal impact adopting the resolution to implement the reopener article of the respective MOUs.

APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2025-18

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, IMPLEMENTING PROVISIONS OF THE

GENERAL FUND-BASED REOPENER ARTICLES AS PROVIDED BY

THE MEMORANDA OF UNDERSTANDING BETWEEN THE CITY OF

BELL GARDENS, THE BELL GARDENS CITY EMPLOYEES

ASSOCIATION, THE BELL GARDENS PUBLIC WORKS EMPLOYEES

ASSOCIATION, AND THE BELL GARDENS PUBLIC WORKS

SUPERVISORS ASSOCIATION

WHEREAS, the City of Bell Gardens (“City”) entered into memoranda of understanding (“MOU”) with the Bell Gardens City Employees Association (“BGCEA”), the Bell Gardens Public Works Employees Association (“BGPWEA”), and the Bell Gardens Public Works Supervisors Association (“BGPWSA”), with an effective term of June 1, 2023 through May 31, 2026; and

WHEREAS, Article X of the MOU between the City and the BGCEA, adopted on May 22, 2023; Article VIII of the MOU between the City and the BGPWEA, adopted on May 22, 2023; and Article IX of the MOU between the City and the BGPWSA, adopted on June 26, 2023, provides for a general fund-based MOU reopener should the City experience a five percent (5%) or greater reduction in general fund revenues during each fiscal year for the period July 1 through December, compared to the immediately preceding same period of time; and/or the period January 1 through June 30 and the same preceding period of time; and

WHEREAS, Article VIII of the BGPWEA MOU and Article IX of the BGPWSA MOU further provides for a general fund-based MOU reopener that should the Bicycle Casino be closed down or if the revenue to the City from the Casino operations fall more than 10% from the corresponding month in the previous year, and that such a drop (in excess of 10%) shall exist for three (3) consecutive months; and

WHEREAS, the City has determined that the implementation threshold for the reopener of all three MOUs as described above has been met; and

WHEREAS, a determination by the City Council to implement the above referenced articles in the MOUs shall not be subject to administrative or judicial challenge.

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 discussion, hereby finds that the above recitals are true and correct and incorporate them herein.

Resolution No. 2025-18

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SECTION 2. The City shall implement the reopener provisions in the memoranda of understanding with the BGCEA, BGPWEA and BGPWSA.

SECTION 3. 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.

PASSED, APPROVED, and ADOPTED this 10th day of March, 2025.

THE CITY OF BELL GARDENS

________________________________
Jorgel Chavez, Mayor

APPROVED AS TO FORM: ATTEST:

________________________________ ________________________________ Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

Resolution No. 2025-18

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I, Daisy Gomez, City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. ___________was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on Monday, ___________ and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________
Daisy Gomez
City Clerk

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM: Michael B. O’Kelly, City Manager
BY:Gustavo Romo, Deputy City Manager/Director of Community Development
SUBJECT:Second Reading and Adoption of Ordinance No. 955 amending Title 9 (Zoning and Planning Regulations) Bell Gardens Municipal Code to extend Public Noticing for Zoning Ordinances from 10 to 20 days in Compliance with new State Law
MEETING DATE:March 10, 2025
RECOMMENDATION:

It is staff’s recommendation that the City Council waive full reading and adopt Ordinance No. 955 amending Title 9 (Zoning and Planning) of the Bell Gardens Municipal Code (BGMC) to amend public noticing provisions for zoning ordinances to comply with Assembly Bill 2904.

BACKGROUND/DISCUSSION:

On February 24, 2025, by a vote of 5-0, the City Council waived the full reading and introduced Ordinance No. 955 by title only to amend BGMC Section 9.54.010 (Notice of public hearing applications or petitions for a zone change, variance or conditional use permit) of Chapter 54 (Public Noticing Requirements/Procedures) of Title 9 (Zoning and Planning Regulations) to comply with the new state law, which requires notice to be published, posted, mailed, or advertised, as applicable, at least 20 days before the Planning Commission holds a public hearing on zoning ordinances or zoning ordinance amendments.

CONCLUSION:

If approved, Ordinance No. 955 would become effective thirty (30) calendar days after approval. Ordinance No. 955 would comply with AB 2904, a state mandate, expanding noticing requirements and promoting public participation. Staff recommends that the City Council waive full reading and adopt Ordinance No. 955.

FISCAL IMPACT:

None. State law previously required the City provide 10 day notice for a public hearing.

The proposed Ordinance would be carried out by staff in the normal course of business.

APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

ORDINANCE NO. 955

AN ORDINANCE OF THE CITY OF BELL GARDENS, CALIFORNIA
AMENDING SECTION 9.54.10 OF THE BELL GARDENS MUNICIPAL
CODE ENTITLED “NOTICE OF PUBLIC HEARING APPLICATIONS OR

PETITIONS FOR A ZONE CHANGE, VARIANCE OR CONDITIONAL USE PERMIT” TO CHANGE PUBLIC HEARING NOTICING REQUIREMENT
FROM TEN (10) TO TWENTY (20) DAYS
WHEREAS, the City of Bell Gardens (City) is a general law city, incorporated under the laws of the State of California;
WHEREAS, pursuant to its police power, the City may enact and enforce laws within its boundaries which promote the public health, morals, safety, or general welfare of the community, and are not in conflict with general laws; WHEREAS, California Constitution Article XI, Section 7, enables cities to make and enforce local land use regulations;
WHEREAS, effective January 1, 2025, Assembly Bill 2904 (“AB 2904”) requires local governments to increase public hearing noticing from ten (10) days to at least twenty (20) days before conducting a Planning Commission public hearing on a proposed zoning ordinance or zoning ordinance amendment that affects a permitted use of real property; WHEREAS, because this Ordinance does not affect the use of real property, only ten (10) days public notice is required in advance of City Council review; WEREAS, the City finds it necessary to amend the Bell Gardens Municipal Code to enact provisions that comply with the new state noticing law under Government Code Section 65854;
WHEREAS, a public hearing notice was posted at City Hall, John Anson Ford Park, Veterans Park, the Department of Public Works, and published in the Daily Journal Corporation responsible for the Bell Gardens newspaper on February 13, 2025.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL GARDENS DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1.Findings and Purpose. In adopting this Ordinance, the City Council finds and declares as follows:
i. The above recitals are true, correct, and incorporated. ii. Ordinance No. 955 is consistent with the City’s General Plan.

Ordinance No. 955
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iii. Ordinance No. 955, amending the City of Bell Gardens Municipal Code, presents no reasonably foreseeable risk to public health and safety.

SECTION 2.Section 9.54.10 (Notice of public hearing applications or petitions for a zone change, variance, or conditional use permit) of Chapter 9.54 (Public Noticing Requirements/Procedures) of Title 9 (Zoning and Planning Regulations) of the Bell Gardens Municipal Code is hereby amended to read in its entirety as follows:

9.54.10 Notice of public hearing applications or petitions for a zone change, variance, or conditional use permit.

Not less than 10 20 days prior to the date of a hearing on applications or petitions for a zone change, variance or conditional use permit, the commission shall give notice which shall include the time, place and purpose of such hearing, the general location of the property under consideration and such other information as it deems necessary as provided herein:

SECTION 3.The City Council determines that Ordinance No. 955 has been assessed in accordance with the California Environmental Quality Act (CEQA) (Pub. Res.

Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.).

The City Council determines that the Project is categorically exempt from the requirements of CEQA pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption). The approval of this ordinance would result in no physical improvements or developments and future projects would be subject to CEQA and environmental review. The City Council further determines pursuant to Section 153778 that Ordinance No. 955 would cause no reasonably foreseeable direct or indirect physical changes in the environment because no specific activity is authorized. Therefore, it can be seen with certainty that the adoption of this ordinance would result in no direct or indirect environmental impacts.

SECTION 4.If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

SECTION 5.The City Clerk shall certify to the passage and adoption of this Ordinance, causing it to be posted as required by law, and it shall be effective thirty (30) days after its adoption.
[Signatures on the following page]

Ordinance No. 955
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PASSED, APPROVED, AND ADOPTED this 10th day of March, 2025.

THE CITY OF BELL GARDENS
________________________________
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:
_______________________________ _______________________________ Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

Ordinance No. 955
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I, Daisy Gomez, City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 955 was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on February 24, 2025, and that thereafter said Ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on Monday, March 10, 2025 and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

______________________________
Daisy Gomez, City Clerk

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM: Michael B. O’Kelly, City Manager
BY:Gustavo Romo, Deputy City Manager/Community Development Director
SUBJECT:Consideration of a Professional Services Agreement between Serviam by Wright LLP and the City of Bell Gardens for a Neutral Third-Party Hearing Officer for Services Pertaining to the City’s Rent Stabilization and Tenant Eviction Protections Ordinance MEETING DATE:March 10, 2025

RECOMMENDATION
It is staff’s recommendation that the City Council adopt the attached Resolution approving a Professional Services Agreement with Serviam by Wright LLP, for a neutral third-party Hearing Officer for services pertaining to the City’s Rent Stabilization and Tenant Eviction Protections Ordinance.

BACKGROUND/DISCUSSION
The City’s Housing Division, which is a part of the Community Development Department, was created following the adoption of the City’s Rent Stabilization and Tenant Eviction Protections Ordinance in October of 2022 (i.e., Ordinance No. 925 consisting of Chapter

5.62 “Rent Stabilization” and Chapter 5.63 “Tenant Eviction Protections” of the Bell Gardens Municipal Code). The Housing Division is responsible for ensuring property owner and tenant compliance with Ordinance No. 925 and is authorized to take appropriate steps to administer and enforce the ordinance. However, a separate neutral third-party Hearing Officer is needed whenever a challenge to Ordinance No. 925 is made.

On February 11, 2025, staff prepared and released a Request for Proposals (“RFP”) for neutral third-party Hearing Officer Services focused on the Rent Stabilization and Tenant Eviction Protections Ordinance, with a deadline of February 25, 2025.

The RFP’s primary objective was to receive proposals from qualified law firms to provide as needed hearing officer services, neutral third-party assessment and analysis of challenges made by any party dissatisfied with City staff’s determinations and interpretation of Ordinance No. 925. Specifically, the RFP requested the following scope of services:

1. Conduct fair hearings and render fair and reasonable decisions when appeals are made by any party dissatisfied with the Department’s final decision in cases involving the Rent Stabilization and Tenant Eviction Protections Ordinance No.

925.

2. Serve as the City’s neutral third-party administrative hearing officer for rent stabilization ordinance related hearings.

3. Investigate and affirm, modify, or reverse the Department’s decision and specify the reasons for its decision; or refer the matter back to the Department for further review.

4. Host public hearings. The appeal hearing shall be conducted at a hearing open to the public. The hearing officer shall review the record of the decision and hear testimony of the party requesting the appeal, representatives of the Community Development Department, and any other interested party.

5. The hearing officer shall consider only the administrative record that was the subject of the Community Development Department's final decision.

6. Serve as the hearing officer to the City’s Housing Division when appeals and reviews are needed as a neutral third party.

7. Submit a determination to the City within thirty (30) days of the close of the hearing.

The hearing officer shall mail the decision to the parties within ten (10) days after it is rendered.

EVALUATION OF CONSULTANT PROPOSALS
Staff received two (2) proposals in response to the RFP. Staff reviewed the proposals, conducted interviews, and found Serviam by Wright LLP qualified to provide the requested services. Therefore, staff is recommending the selection of Serviam by Wright LLP based on their experience, qualifications, cost, and previous experience with rent control and stabilization, tenant protection provisions and mobilehome properties. If approved, the term of the Professional Services Agreement would be for one (1) year with the option of two (2), one (1) year extensions for a total not-to-exceed amount of $90,000.

ENVIRONMENTAL REVIEW
Pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15060(c)(3), the PSA is categorically exempt because it is not considered a project.

Professional Services Agreements are considered organizational or administrative government activities that result in no direct or indirect physical changes to the environment.

CONCLUSION
It is recommended that the City Council approve the attached Resolution approving a Professional Services Agreement with Serviam by Wright LLP for neutral third-party Hearing Officer Services pertaining to the City’s Rent Stabilization and Tenant Eviction Protections Ordinance.

FISCAL IMPACT
The neutral third-party Hearing Officer Services to be provided are based on an hourly rate of $275 with a not-to-exceed amount of $90,000 for the entirety of the Professional Services Agreement. Funds to pay for these services were approved as part of the City’s Adopted FY 2024-2025 Budget for the Housing Division.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manual Carrillo, Director of Finance and Administrative Services

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RESOLUTION NO. 2025-19

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES

AGREEMENT BY AND BETWEEN SERVIAM BY WRIGHT LLP AND THE

CITY OF BELL GARDENS FOR NEUTRAL THIRD-PARTY HEARING
OFFICER SERVICES PERTAINING TO THE CITY’S RENT

STABILIZATION AND TENANT EVICTION PROTECTIONS ORDINANCE WHEREAS, the City of Bell Gardens (“City”) requires as-needed hearing officer services for appeals submitted to the City related to the Rent Stabilization and Tenant Eviction Protections Ordinance (RSTEPO); and
WHEREAS, the City prepared and released a Request for Proposals (“RFP”) for a neutral third-party Hearing Officer focused on rent stabilization and tenant protections; and
WHEREAS, Serviam by Wright LLP represents that it is fully qualified to perform such professional services by virtue of its experience, training, education, and expertise; and
WHEREAS, the City desires to enter into a Professional Services Agreement with Serviam by Wright LLP for neutral third-party Hearing Officer Services for an hourly rate of $275 with a not-to-exceed amount of $90,000 for the entirety of the Professional Services Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL GARDENS DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council finds that the City has complied with its local purchasing policy through the issuance of a competitive bidding.

SECTION 3. The City Council hereby approves a Professional Services Agreement with Serviam by Wright LLP for neutral third-party Hearing Officer Services.

SECTION 4. The City Council further authorizes the City Manager to execute the Professional Services Agreement with Serviam by Wright LLP, consistent with this Resolution along with any ancillary documents necessary to effectuate the intent of 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.
[Signatures on the following page]

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PASSED, APPROVED AND ADOPTED this 10th day of March 2025.

THE CITY OF BELL GARDENS
_____________________________
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:
______________________________ ________________________________ Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

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I, Daisy Gomez, City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. ___________was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on Monday, ___________ and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________
Daisy Gomez
City Clerk

1 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: As-needed Hearing Officer Services Related to the Rent Stabilization and Tenant Eviction Protections Ordinance)
(Parties: Serviam by Wright LLP and City of Bell Gardens)

THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ______ day of ____________ 2025 (hereinafter, the “Effective Date”) by and between the CITY OF BELL GARDENS , a municipal corporation (hereinafter, “CITY”) and SERVIAM BY WRIGHT LLP (hereinafter, “ CONSULTANT”).

For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties. ” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS

WHEREAS, CITY requires as-needed hearing officer services for appeals submitted to the CITY related to the Rent Stabilization and Tenant Eviction Protections Ordinance (RSTEPO); and

WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently pr ovide such services to CITY; and

WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.

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

I.

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term of one (1) year commencing as of the Effective Date (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 Article V (Termination), below.

The Term of the Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) one-year extensions, provided the City Manager issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

1.2 SCOPE OF WORK:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled “ Request for Proposals for Hearing Officer Services” (hereinafter, “CITY RFP”) dated February 11, 2025 , and the

2 written proposal of CONSULTANT entitled “ Serviam by Wright LLP Proposal in Response to City of Bell Gardens Request for Proposal #1251 for Hearing Officer Services ” (hereinafter, the “CONSULTANT PROPOSAL”) dated February 20, 2025 . The CITY RFP and the 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 provisi ons of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

1.3 PROSECUTION OF WORK:

A. CONSULTANT shall perform the Work contemplated under this Agreement on an as -needed basis. Nothing in this Agreement shall be construed to grant CONSULTANT the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONSULTANT to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Work in the manner described below and such Work is in fact performed and completed by CONSULTANT and accepted by CITY.

CITY requests for the performance of specific as-needed services or tasks contemplated under this Agreement shall be made in the form of a written work order(s) issued by the City Representative (each such written request hereinafter referred to as a “ Task Order”). The standard Task Order form will be provided by the City Representative and shall include the following information:

1. A detailed description of the specific services or tasks requested;

2. The location of where the particular services or tasks are to be performed, if applicable;

3. A not-to-exceed budget for performing the services or tasks;

4. A timeline for completing the requested services or tasks;

5. Any other information CITY deems necessary and relevant to the requested services or tasks; and

6. The signature of the City Representative, confirming that the services or tasks have been authorized by the City Representative.

B. CONSULTANT shall perform no as-needed work under this Agreement without a signed Task Order provided by the City Representative, containing the information set forth in Section 1.3 (A), above.

3 C. Time is of the essence in the performance of Work under this Agreement, and in the absence of a specific schedule or other instructions from the City Representative, CONSULTANT shall begin and complete performance of the Work in a timely and a diligently manner as possible.

1.4 COMPENSATION: CONSULTANT shall perform the Work in accordance with “Cost Proposal ” beginning on Page 14 of the CONSULTANT PROPOSAL (hereinafter, the “ Cost Proposal ”). 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 NINETY THOUSAND DOLLARS ($90,000) (hereinafter, the “Total Not-to-Exceed Sum”) during the Term of this Agreement unless such added expenditures are first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Total Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY’s approval of any anticipated expenditures in excess of the Total Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.5 PAYMENT OF COMPENSATION : Following the conclusion of each calendar month, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including any applicable services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s compensation is a function of hours work ed by CONSULTANT’s personnel, the invoice should indicate the number of hours worked, 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) ca lendar 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.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete 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 will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this

4 Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Director of Community Development or their designee (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designat es Curtis Wright, Managing Partner, to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS :

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES : CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all W ork skillfully, competently and to the highest standards of CONSULTANT’s profession;

B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Work within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Work performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative;

C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;

5 D. CONSULTANT will 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.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with the Work. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;

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

F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and

G. 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.

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 w ithin 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.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this

6 interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.

2.7 CONTROL AND PAYMENT OF SUBORDINATE: The Work will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar o r different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.8 REMOVAL OF EMPLOYEES OR AGENTS : If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants are determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.

7 2.9 COMPLIANCE WITH LAWS : CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.

2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.

CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insuran ce coverage, at its own expense:

A. Commercial General Liability Insurance : CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent . Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance : CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such

8 Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($ 1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS : The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING : All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best ’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor ’s rating of no less than BBB according to the latest published edition of the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer ’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polic ies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self -insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, s ubcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees agents and volunteers.

9 3.6 VERIFICATION OF COVERAGE : CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well -being of the residents of the CITY.

Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work. Upon CITY’s written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

3.7 FAILURE TO MAINTAIN COVERAGE : In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insu rance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IV.

INDEMNIFICATION

4.1 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 o f 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 CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein .

Notwithstanding the foregoing, to the extent CONSULTANT’s Work 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 4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the C ity 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.

4.3 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 CONSULTA NT’s obligations to indemnify the C ity Indemnitees under this Article, 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.

4.4 The obligations of CONSULTANT under this Article 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 appoin ted officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article 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, office rs, 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.

4.6 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.

4.7 This Article 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 V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE : CITY may immediately terminate this Agreement at any time 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 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, 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 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. 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 5.2(B) and 5.2(C), 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.

B. 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

12 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 5.2 (B)(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 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 5.2 (B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

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 obligat ions under this Agreement within the specified time or if no time is speci fied, 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.

C. 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 r easonably 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 as provided under Section 1. 5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending

13 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.

E. 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.

F. The duties and obligation s 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.

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.

G. 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.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in

14 this Agreement. 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.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY : All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pe rtaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT : CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California Fals e Claims Act, Government Code Section 12650 et seq.

15 6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

Serviam by Wright LLP
3 Corporate Park, Suite 100
Irvine, CA 92606
Attn: Curtis R. Wright,
Managing Partner
Phone: 949-529-5922
City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: Director of Community
Development
Phone: 562-806-7728

Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS : The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any di rect interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

16 6.10 GOVERNING LAW AND VENUE : This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue , without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, the venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS : This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT : This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and sig ned by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS : In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT : This Agreement, including all attached exhibits , constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any

17 statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the c auses of the delay.

The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section

6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and two original counterparts will be retained by CITY.

(SIGNATURES ON NEXT PAGE)

18 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF BELL GARDENS:

By:_______________________________

Name:____________________________

Title:____________________

Date:_____________________

APPROVED AS TO FORM:

By:____________________________
Stephanie Vasquez, City Attorney

SERVIAM BY WRIGHT LLP:

By:_______________________________

Name:____________________________

Title:____________________

Date:_____________________

19 EXHIBIT “A”

CITY RFP

1 REQUEST FOR PROPOSALS

HEARING OFFICER SERVICES

RFP Release Date
Tuesday, February 11, 2025

Proposal Submittal Deadline
5:00 p.m., Tuesday February 25, 2025

Contact Person:

Mayra Garcia, Housing Programs Manager
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7728
[email protected]

2 TABLE OF CONTENTS .................................................. 2 I.INTRODUCTION ..................................................... 3 II. SUBMITTAL PROCEDURES/DEADLINE .................................. 4 III. SCHEDULE ...................................................... 4 IV. TERMS AND CONDITIONS ........................................... 4 V. SCOPE OF SERVICES ............................................... 7 VI. PROPOSAL FORMAT AND CONTENT REQUIREMENTS ....................... 9 VII. EVALUATION CRITERIA .......................................... 10 VIII. SELECTION PROCESS ........................................... 11 IX.SAMPLE PROFESSIONAL SERVICES AGREEMENT ........................ .12

TABLE OF CONTENTS

3 The City of Bell Gardens (“City”) was incorporated on August 1, 1961 , as a general law city, thus, it operates under the Council/Manager form of government. The five City Council members are elected at-large by registered voters in the City for staggered four -year terms and serve as the City’s legislative, policy -making bod y. The Mayor position is shared among the Council members who select one another as Mayor annually. The City Council holds bi -monthly public meetings. The City Manager is responsible for directing City affairs as prescribed by the City Council. The City has a population of approximately 39,000 in an area of 24 square miles located in the southeastern part of Los Angeles County. The City shares a common boundary with the Cities of South Gate, Bell, Downey, and Commerce. The City is considered an integral par t of the Los Angeles-Long Beach metropolitan area.

The City’s Housing Division is one of seven divisions within the Community Development Department and works with the community, public service agencies and other City departments to ensure compliance with the City's Municipal Code as well as ensuring that State and Los Angeles County housing laws are being followed. The Housing Division is responsible for regulating the City’s Rent Stabilization and Tenant Eviction Protections (“RSTEP”) Ordinance (Ordinance No. 925), especially as it pertains to just cause evictions so as to supplement Civil Code section 1946.2. All tenants who continuously and lawfully occupied a rental unit for twelve (12) months or more are provided with protections within Ordinance No. 925, which are intended to provide greater benefits than those set forth in California Civil Code section 1946.2, in that this Ordinance further limits the reasons for termination of a residential tenancy. The Housing Division’s Housing Inspector collaborates with Code Enforcement staff to eliminate unhealt hy and undesirable conditions within residential rental units in the City in response to complaints, observations or referrals from the public, other City Departments and City Councilmembers.

The City is seeking proposals from qualified law firms to provide as -needed hearing officer services for appeals submitted to the City related to the RSTEP Ordinance . The scope of services, proposal format, submittal guidelines, evaluation and selection process are described in this Request for Proposals (“RFP”).

It is the intent of the City to select a single Consultant or Consultants to provide the requested Services. However, the City reserves the right to accept or reject any or all responses received in response to this RFP. The City also reserves the right to waive any informality, technical defect or clerical error or irregularity in any response. The City’s potential award of an agreement will not be based on any single factor, nor will it be based solely or exclusively o n the lowest cost proposal. If an agreement is awarded, it will be awarded to the Consultant who, in the judgment of the City, has presented an optimal bala nce of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal is best for the City. Additionally, the City may, for any reason, decide not to award an agreement based on this RFP. The City reserves the right to cancel this RFP. The City shall not be obligated to respond to any responses submitted, nor be legally bound in any manner by the submission of the response. The City reserves the right to negotia te deliverables and associated costs.

I. INTRODUCTION

4 Proposals must be submitted electronically via email to [email protected] and [email protected] no later than 5:00 p.m. on Tuesday, February 25, 2025. The subject line should read “City of Bell Gardens Hearing Officer Services Proposal”. Late proposals will not be considered. I f 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.

Questions and Inquiries

To ensure a fair and objective RFP process and evaluation, all questions and inquiries related to this RFP shall be addressed in writing to Mayra Garcia , Housing Programs Manager , at [email protected]. The deadline for written questions and inquiries is 12:00 p.m. on Tuesday, February 18, 2025. City Hall is open Monday through Thursday from 7:30 a.m. to 6:00 p.m.

The tentative schedule for this RFP is as follows:

Release of RFP Date
Deadline for Q&A Written Submittals Tuesday, February 18, 2025 Virtual Meeting Question and Answer Session Week of February 17, 2025 Proposal Submission Deadline Tuesday February 25, 2025
Interviews for Qualified Consultants Wednesday, February 26, 2025 and Thursday,
February 27, 2025
**Tentative City Council Consultant Selected/Agreement
Approval
Monday, March 10, 2025

**The schedule above is tentative and subject to change at the discretion of the City, with appropriate notice to prospective Proposers. Please check the Bell Gardens website for the latest updates at https://www.bellgardens.org/i -want-to/view-bids-rfps/rfps-and-bids.

All times posted are in pacific standard time (PST).

**Proposer must be available on Monday, March 10, 2025 , in-person or virtually, for a possible presentation to the City Council.

PROFESSIONAL SERVICES AGREEMENT

Upon conclusion of the RFP process, Staff will recommend a Consultant to the City Council. The successful Consultant will be required to enter into a Professional Services Agreement with the City. A copy of the City’s Professional Services Agreement is att ached and incorporated as II. SUBMITTAL PROCEDURES/DEADLINE
IV. TERMS AND CONDITIONS

III. SCHEDULE

5 Exhibit “A” as a sample for Consultant to review the terms and conditions prior to submitting a proposal. The proposal process, agreement negotiations and execution, and subsequent actions will be conducted by the City in accordance with applicable law. Consultant sh ould carefully review this document, which constitutes the formal RFP, to ensure a clear understanding of the City’s needs and objectives and scope of work. The sample Professional Service Agreement (Exhibit “A”) is not to be completed by Consultant.

The City will consider proposals from Consultants with experience in handling hearings related to rent stabilization and housing law appeals. The length of the agreement will be for 1 year with optional 2, 1-year extensions.

GENERAL INSTRUCTIONS, TERMS AND CONDITIONS

A. Proposals shall be prepared to simply and economically provide a straightforward, concise description of the proposer’s ability to meet the requirements of this RFP.

Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and an understanding of City’s objectives.

B. Proposers shall carefully read the information contained in this RFP and shall submit complete responses to all requirements and questions as directed. Incomplete proposals may be considered non -responsive and may be rejected in the City’s discretion. The submission of a response to this RFP shall be deemed a representation and certification by the proposer that it has read and understood the RFP, has investigated all aspects of the RFP, and is aware of the applicable facts pertaining to the RFP process, it s procedures and requirements. No request for modification of the responses to this request shall be considered after its submission on grounds that the proposer was not fully informed as to any facts or condition.

C. Proposers should be aware that the RFP and the contents of the successful proposal will become a part of any subsequent professional services agreement that may arise from this RFP. Following the Proposal Submission Deadline, the City, pursuant to the California Public Records Act (Govt. Code section 7920.000 et seq.) reserves the right to make copies of all submitted proposals available for inspection and copying by any interested member of the public, except to the limited extent the City determines that any information contained in a proposal is legally privileged under the California Public Records Act. By submission of a proposal, proposers acknowledge and agree that their proposal and any information contained therein may be disclosed by the City to interested members of the public, including other proposers. All responses to the RFP received become a matter of public record and shall be regarded as public records, with the exception for those elements in each proposal which are defined by the proposer as business or trade secrets and plainly marked as “Confidential,” “Trade Secret,” or “Proprietary.” The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Conf idential,” “Trade Secret,” or “Proprietary” or if disclosure is required under the Public Records Act.

Any proposal which contains language purporting to render all or significant portions of the proposal “Confidential,” “Trade Secret,” or “Proprietary” s hall be regarded as nonresponsive.

D. Proposer shall be solely and exclusively responsible for all costs incurred in connection

6 with the preparation and submission of the proposals; demonstrations; interviews; preparation of responses to questions and requests for additional information; for agreement discussions; or for anything in any way related to this RFP. The City is not liable for any costs incurred by a proposer in response to this RFP. Whether or not a proposer is awarded an Agreement pursuant to this RFP, no proposer shall be entitled to reimbursement for any costs or expenses associated with the proposer’s participation in this RFP process. Failure to comply with all requirements contained in this RFP may result in the rejection of a proposal.

E. The City operates and is funded on a fiscal year basis from July 1 st to June 30th .

Accordingly, the City reserves the right to terminate, without any liability, any agreement for which funding is not available.

F. The City shall not be responsible for any verbal communication between any employee of the City and any proposer. Only written requirements and qualifications will be considered. No oral statement of any person shall modify or otherwise change, or affect the terms, conditions, or specifications stated in the resulting agreement.

G. Receipt of an addendum of the RFP by a proposal must be acknowledged by submitting the signed addendum with the proposal.

H. A proposal may be modified or withdrawn in person at any time before the scheduled due date, provided a receipt for the withdrawn proposal is signed by the proposer’s authorized representative. The City reserves the right to request proof of authorization to withdraw a proposal. Proposals may not be withdrawn after the proposal closing date and each proposer agrees to this stipulation upon submittal of its proposal. However, all proposals are subject to negotiation before a professional services agreement is awarded as further described below.

I. The City may, in the evaluation of proposals, request clarification from proposers regarding their proposals, obtain additional material or literature, and pursue other avenues of research as necessary to ensure that a thorough evaluation is conducted.

J. By submitting a proposal in response to this RFP, the proposer accepts the evaluation process and acknowledges and accepts that determination will require subjective judgments by the City.

K. Negotiations may be conducted with responsible proposers who submit proposals that are reasonably susceptible of being selected. All proposers reasonably susceptible of being selected based on criteria set forth in this RFP may be given an opportunity to make a presentation and/or interview. Although this process will ultimately result in the award of a single agreement, the City reserves the rig ht to negotiate an agreement with more than one proposer.

L. The City expects the highest level of ethical conduct from proposals, including adherence to all applicable laws and local ordinances regarding ethical behavior.

M. The City reserves the right to reject any and all proposals received as a result of this RFP.

The City’s potential award of a professional services agreement will not be based on any

7 single factor, nor will it be based solely or exclusively on the lowest cost proposal. If a professional services agreement is awarded, it will be awarded to the Consultant who in the judgment of the City, has presented an optimal balance of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal(s) is best for the City. The City reserves the right to cancel or modify this RFP. There is no guarantee that the City will award a professional services agreement.

N. If an agreement cannot be reached with the highest ranked proposer, City reserves the right to terminate negotiations with that party and enter negotiations with the next highest ranked proposer.

O. Factors such as, but not limited to, any of the following may be considered just cause to disqualify a response to the RFP without further consideration:

a. Evidence of collusion, directly or indirectly, among Consultants in regard to the amount, terms, or conditions of this proposal;
b. Any attempt to improperly influence any member of the selection staff; c. Existence of any lawsuit, unresolved contractual claim or dispute between proposer and the City;
d. Evidence of incorrect information submitted as part of the RFP; e. Evidence of proposer’s inability to successfully complete the responsibilities and obligations of the proposed scope of work; and
f. Proposer’s default under any agreement, which results in termination of the professional services agreement.

P. Acceptance of any proposal is contingent upon the proposer’s certification and agreement by submittal of its offer, to comply and act in accordance with all provisions of the City’s Municipal Code.

Q. The successful Consultant shall not discriminate, in any way, against any person based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, or any other protected classifica tion in connection with or related to the performance of the professional services agreement.

The Scope of Services, as may be modified through negotiation and/or by written addendum, will be made a part of the future professional services agreement. Please provide brief itemized answers that correspond to each numbered section that clearly describe how your proposal would approach the task. The selected Consultant would be responsible for providing the following services to the City:

Per Chapter 5.62 “Rent Stabilization” and Chapter 5.63 “Tenant Eviction Protections” Section

5.62.110 in Ordinance No. 925, the City’s Housing Division is responsible in ensuring that Ordinance No. 925 is being followed. The Housing Division is authorized to take appropriate steps it deems necessary to administer and enforce this Chapter. Implementation of the Bell V. SCOPE OF SERVICES

8 Gardens Municipal Code ensures the continued practice of the City’s Ordinance to protect tenants from excessive rent increases and to limit the displacement of vulnerable residents by ensuring that this Ordinance further limits the reasons for termination of a residential tenancy, which also provides for higher relocation assistance am ounts, or provides additional tenant protections that are not prohibited by any other provision of law. The Ordinance also ensures that health and safety standards throughout residential rental units are met. The City seeks qualified proposers to provide the following services, as needed, and in coordination with the appropriate staff.

The selected consultant will provide the services as described in the Scope of Services identified below. Modifications of the Scope of Services through negotiation and/or by written addendum will be made a part of the future professional services agreement.

The selected consultant agrees to provide the following services in accordance with industry standards and standards set by City needs.

A. Scope of Services:

1. Conduct fair hearings and render fair and reasonable decisions when appeals are made by any party dissatisfied with the Department’s final decision in cases involving the Rent Stabilization and Tenant Eviction Protections Ordinance No. 925.

2. Serve as the City’s neutral third -party administrative hearing officer for rent stabilization ordinance related hearings.

3. Investigate and affirm, modify, or reverse the Department's decision and specify the reasons for its decision; or refer the matter back to the Department for further review.

4. Host public hearings. The appeal hearing shall be conducted at a hearing open to the public. The hearing officer shall review the record of the decision and hear testimony of the party requesting the appeal, representatives of the Community Development Department, and any other interested party

5. The hearing officer shall consider only the administrative record that was the subject of the Community Development Department's final decision.

6. Serve as the hearing officer to the City’s Housing Division when appeals and reviews are needed as a neutral third party.

7. Submit a determination to the City within thirty (30) days of the close of the hearing.

The hearing officer shall mail the decision to the parties within ten (10) days after it is rendered.

B. Requirements:

1. Proposer and its firm members are in good standing with the California Bar.

2. Have a reputation for reliability, honesty, and integrity; maintain professional liability insurance.

9 3. Minimum of five (5) years’ experience in housing/tenant rights and mobilehome parks municipality and State Law.

4. Have no conflicts of interests within the meaning of the Political Reform Act, common law conflicts, or Government Code section 1090.

The following instructions describe the form in which proposals must be submitted.

Responses to the following items will be used for proposal evaluation. Proposals that do not contain responses to each of the requirement items will be considered incomplete and may be rejected.

Proposal documents should provide a straightforward, concise description of the Consultant’s capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness, clarity of content, and conveyance of the information requested by the Ci ty. The requirements stated do not preclude a consultant from furnishing additional reports, functions, and costs as deemed appropriate.

The proposal must contain the following elements describing how the Consultant will perform the assignment:

1. Transmittal Letter:

a. A letter of transmittal signed by an individual authorized to bind the proposer stating the proposer has read and will comply with all terms and conditions of the RFP. The transmittal letter will contain, at a minimum: a) company name and address; and b) an executive summary briefly describing the proposer’s ability to perform the work requested, a history of the Consultant’s background, and experience providing services.

b. Conflict of Interest Statement: The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement. Particular attention should be paid to compliance with Government Code section 1090.

2. Proposer’s Qualifications and Staffing:

a. Describe the management and staffing configuration to be utilized to complete the scope of work.
b. Describe the qualifications of staff to be assigned to the project, their title, and types and amount of equivalent experience. Resumes of all proposed personnel must be included.
c. The proposal must indicate who will have primary responsibility for this work.

VI. PROPOSAL FORMAT AND CONTENT REQUIREMENTS

10 3. Office location and accessibility to the City.

1. Professional references.

a. Identify and provide references and experiences relative to City’s needs for the individual who will be assigned as the Proposer Representative. The identified Proposer Representative is to remain as the primary contact for the duration of the contract unless otherwise requested by the City or requested by the proposer and approved by the City.
b. Provide a list of at least three (3) recent references, including local government agencies where a similar service is or has been provided and any private clients.

Include a) the names and telephone numbers of the firm and the key managers and professionals assigned to the project, b) brief description of the project, and c) time period for the project.

2. Cost and Pricing:

a. Proposals must include a detailed annual not-to-exceed amount for the services requested.

b. Hourly rate shall be no more than $275 per hour. If the scope of work is substantially modified, the extra cost or credit must be negotiated based on the submitted hourly rates.

c. Proposals must include overhead, travel and any additional project costs proposed.

All items must be itemized in detail

3. Pending Litigation:

a. Include an explanation and status, if in the last five (5) years, the firm or an office or principal of the firm has been involved in any substantiated complaints, litigation, legal proceedings, or investigations by a regulatory authority.

4. Insurance:

a. Evidence of commercial liability, professional liability, and workers compensation insurance coverages must be included. Insurance requirements are listed on the sample agreement attached as Exhibit “A.”

The award of this Agreement will be made to the most qualified Law Firm whose proposal complies with the prescribed requirements. The City reserves the right to reject any or all proposals and to waive any technical errors, irregularities, or discrepancies, if to do so is deemed to serve the best interests of the City. In no event will an award be made until all necessary VII. EVALUATION CRITERIA

11 investigations are made as to the responsibility and qualifications of the Law Firm to whom it is proposed to make such an award.

Proposals will be reviewed and evaluated by the Community Development Department and ranked based on the following considerations:

• Experience conducting hearings and rendering fair and reasonable decisions when appeals are made by any party dissatisfied with the Department’s final decision in cases involving the Rent Stabilization and Tenant Eviction Protections • Qualifications and expertise of the proposed team; and • Cost-effectiveness and reasonableness of the proposed budget.

If further clarifications or negotiations are required, on -site or virtual interviews may be conducted. Participation in these interviews will be at the expense of the Consultant. The interview panel would be made up of staff members or representatives fro m the City.

Recommendations will be forwarded to the City Council for final selection and award.

Proposals failing to provide sufficient information and assurances of performance to adequately assess each category of the required services and/or failing to comply with the requirements and conditions of this RFP may be given no further consideration.

Each proposal would be considered along with those of other responding Consultants, with respect to ability to perform effectively and efficiently th e Scope of Services outlined in Section V, above.

Close coordination with the City is required to assure that all requirements will be met. The City reserves the right to withdraw this RFP at any time without any prior notice. Further, the City makes no representations that any Agreement will be awarded to any Consultant responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any or all proposals responding to this RFP without indicating any reasons for such rejection(s).

All proposals submitted by the required deadline will be reviewed for adequacy, completeness, content, approach to service delivery, qualifications and other criteria developed during the review process.

The professional services agreement will be awarded to the Proposer deemed by the City to be the best qualified for the scope of services. Proposers are encouraged to elaborate on their qualifications, performance data, and staff expertise relevant to the required services.

VIII. SELECTION PROCESS

12 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: INSERT DESCRIPTION OF ENGAGEMENT)
(Parties: INSERT NAME and City of Bell Gardens)

THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this day of 2025 (hereinafter, the “Effective Date”) by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, “CITY”) and INSERT CONSULTANT NAME (hereinafter, “CONSULTANT”).

For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires INSERT THE KIND OF SERVICES REQUIRED; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.

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

I.

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term of ( ) years commencing on through (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 Article V (Termination), below. The Term of the Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) one -year extensions, provided the City Manager issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

1.2 SCOPE OF WORK:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled “ INSERT TITLE OF REQUEST FOR PROPOSALS” (hereinafter, “CITY RFP”) dated INSERT DATE OF RFP, and the written proposal of CONSULTANT entitled “ INSERT TITLE OF PROPOSAL” (hereinafter, the “CONSULTANT PROPOSAL”) dated INSERT DATE OF PROPOSAL. The CITY RFP and the CONSULTANT

13 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 sha ll 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.

1.3 PROSECUTION OF WORK:

A. CONSULTANT shall perform Work continuously and with due diligence so as to complete the Work within the Term of this Agreement;

B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents;

C. 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;

D. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and

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

1.4 COMPENSATION: CONSULTANT shall perform the Work in accordance with “INSERT TITLE OF COMPENSATION DOCUMENT” beginning on page of the CONSULTANT PROPOSAL (hereinafter, the “FEE SCHEDULE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted annual aggregate sum of INSERT WRITTEN AMOUNT ($ INSERT NUMBER) , (hereinafter, the “Annual Not-to-Exceed Sum”), during the Term of this Agreement unless such added expenditures are first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Annual Not-to- Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY’s approval of any anticipated expenditures in excess of the Annual Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.5 PAYMENT OF COMPENSATION : Following the conclusion of each calendar month, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including any applicable services and tasks performed and the

14 reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked, 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.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete 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 will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.7 ABANDONMENT BY CONSULTANT : In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a r esult of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE : The CITY hereby designates INSERT CITY REPRESENTATIVE (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates INSERT CONSULTANT REPRESENTATIVE, to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”).

Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means,

15 methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;

B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Work within the time limits established, and as provided herein. It is understood and agreed that said tools, equip ment, apparatus, facilities, labor, and material shall be furnished and said Work performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative;

C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;

D. CONSULTANT will 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.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with the Work. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;

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

F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and

G. 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

16 made available to CITY for copying and inspection.

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.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the pr ior written consent of the CITY. In the absence of CITY ’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to the CITY, or who are determined by the CITY to b e uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.

2.7 CONTROL AND PAYMENT OF SUBORDINATE : The Work will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the

17 requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under th is Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not e mployees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insuranc e, workers’ compensation insurance and the like.

2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants are determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.

2.9 COMPLIANCE WITH LAWS : CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.

2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.

CONSULTANT will be so lely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any

18 obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance : CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance : CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

19 3.3 REQUIRED CARRIER RATING : All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition of the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE : All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self -insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION : All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees agents and volunteers.

3.6 VERIFICATION OF COVERAGE : CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well -being of the residents of the CITY.

Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work. Upon CITY’s written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

3.7 FAILURE TO MAINTAIN COVERAGE : In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In th e alternative, CITY may cancel this Agreement effective upon notice.

20 3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IV. INDEMNIFICATION

4.1 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 CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein. Notwithstanding the foregoing, to the extent CONSULTANT’s Work 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.

4.2 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.

4.3 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 Article, 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.

4.4 The obligations of CONSULTANT under this Article 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.

21 4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article 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.

4.6 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.

4.7 This Article 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.

V. TERMINATION

5.1 TERMINATION WITHOUT CAUSE : CITY may immediately terminate this Agreement at any time 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 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, 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 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

22 A. 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 5.2(B) and 5.2(C), 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.

B. 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 Agreemen t.

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 5.2(B)(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 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 5.2(B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

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

23 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.

C. 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 as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. 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 CONSULTAN T 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.

E. 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.

F. 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,

24 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.

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.

G. 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.

5.3 SCOPE OF WAIVER : No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. 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.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically

25 and/or electronically. This Agreement creates, at no cost to CITY , a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT : CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

INSERT CONSULTANT NAME

INSERT ADDRESS
Attn: INSERT PERSON OF CONTACT
NAME
Phone: INSERT PHONE NUMBER
City of Bell Gardens 7100
S. Garfield Avenue Bell
Gardens, CA 90201
Attn: DEPARTMENT DIRECTOR
Phone: CITY PHONE NUMBER

Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS : The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

26 6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE : This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, the venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS : This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in

27 favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT : This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay.

The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.