Bell Gardens City Council
June 9, 2025

findings; cost recovery provisions; annual review; default, cure, modification, and termination procedures. The Development Agreement Procedures require that eighty percent (80%) of the monetary value of the public benefits shall be dedicated to youth and educational programming and resources for the City’s housing programs.

Additionally, the Development Agreement Procedures dictate that the City Manager, Community Development Director, and City Attorney shall negotiate the terms of the development agreement prior to presenting them to the Planning Commission and City Council. However, the City Council has the ultimate authority on the terms of a development agreement, so long as they are consistent with the City’s Development Agreement Procedures.

Staff recommends approval of the proposed development agreement in the staff materials which would permit a cannabis retail use at the Subject Site for an initial five (5)-year term, subject to an option to extend the term for an additional five (5) years, for a total 10- year term. The Applicant has represented that it is in agreement with all of the proposed terms of the development agreement, with the exception of the Quarterly Community Benefit, discussed below. Pursuant to recent City Council direction, the Applicant must effectuate the DA within 60 days of the ordinance’s effective date, which requires the execution of the agreement by the Applicant, property owner, satisfaction of insurance requirements and the deposit of the first One Hundred Thousand Dollar ($100,000) Annual Community Benefit, described in further detail below.

Community Benefits
As proposed, DA No. 2023-073 would require the Applicant to provide an Annual Community Benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for DA No. 2023-073 and renewed on an annual basis, every January, and a Quarterly Community Benefit equal to seven percent (7%) of gross receipts, as defined in the DA, once operations have commenced.

Pursuant to the Development Agreement Procedures, eighty percent (80%) of all community benefits must be dedicated toward youth and educational programming and resources for the City’s housing programs. Benefits for youth and educational programming may be dedicated to the City’s Recreation and Community Services 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; and community benefits for the City’s housing programs shall be dedicated toward the Community Development Department and would be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts, and other land use planning efforts.

The conditions of approval for CUP No. 2023-073 which clearly outline specific conditions, requirements, and timelines for the development of the retail storefront facility to help ensure the Applicant remains in compliance with all local, state, and federal regulations, where applicable, would be expressly incorporated into the terms of the DA No. 2023- 073. In addition, the DA would provide the Applicant with assurances that would enable the Project to exist for a term of up to 10 years in exchange for public benefits. The DA is designed to facilitate ongoing communication and collaboration between the Applicant, who would be licensee, and the local community addressing concerns and ensuring the cannabis retail use aligns with community values and interests by requiring the Applicant

to submit evidence of compliance with all terms and conditions to the City on an annual basis. Balance would be promoted with the operational flexibility built into the DA addressing unforeseen challenges or changes in circumstances, allowing for adjustments as needed through City Council approval. Compliance with the DA and its terms and conditions would be subject to an annual review, whereby if the City determines that the Applicant is not in compliance with the DA, the City may modify or terminate the DA.

Adoption of an ordinance subject to the approval of a development agreement would be justified by the legal protections and facilitated approval processes afforded by the DA.

Financial stability could also be helped since the DA outlines financial commitments to help ensure long-term viability of the cannabis retail use operation and provide a stable revenue stream for the City.

ENVIRONMENTAL REVIEW:

In accordance with CEQA (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal.

Code Regs., tit. 14, § 15000 et seq.), staff recommends the Project be determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption). The Project would involve tenant improvements to an already existing commercial structure to support a new commercial use. No additional floor area is proposed. A cannabis retail use has similar impacts as other typical commercial uses and would be subject to the same or more restrictive development and operating standards as other commercial uses. This Project would comply with building, energy efficiency, and land use and development standard provisions. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

CONCLUSION:

It is recommended that the Planning Commission determine the Project is categorically exempt from CEQA; approve Conditional Use Permit No. 2023-073 through the adoption of Resolution #PC 2025-10; and recommend to the City Council the adoption of Ordinance No. 957 to authorize the City to enter into and execute DA No. 2023-073 through the adoption of Resolution #PC 2025-11.

FISCAL IMPACT:

If the CUP and DA are approved, the Applicant would be required to make an up-front payment of One Hundred Thousand Dollars ($100,000) upon effectuating the DA and make an annual contribution every January 15 following the execution of the DA for the term of the Agreement. The Applicant would also be required to submit Quarterly Community Benefits equal to seven percent (7%) of Gross Receipts as defined in the DA upon after operations have commenced. Eighty percent (80%) of these funds would be dedicated to youth and recreational programming and the City’s housing programs. Under the DA, the Applicant would also be responsible for the cost of staff time spent on the negotiation and preparation of a development agreement and monitoring activities to ensure compliance with the DA, CUP, BGMC, and other applicable laws and regulations (Cost Recovery).

ORDINANCE NO. 957

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FRANK AGUIRRE, JR., AND EASTERN AVE HOLDINGS,
LLC RELATING TO THE PROPERTY LOCATED AT 7821 EASTERN

AVENUE IN THE CITY OF BELL GARDENS

WHEREAS, the City of Bell Gardens (City) is a general law city, incorporated under the laws of the State of California; and

WHEREAS, the City Planning Commission, on April 16, 2025, considered and adopted Resolution #PC 2025-10 authorizing a cannabis retail use and recommended to the City Council of Bell Gardens approval of the Development Agreement No. 2023-073 by and between the City, Frank Aguirre, Jr., and Eastern Ave Holdings, LLC (Development Agreement), which is incorporated herein by reference into the provisions of this Ordinance as Exhibit “A”; and

WHEREAS, after due notice, the City Planning Commission and the City Council did conduct a public hearing on this matter; and

WHEREAS, pursuant to Government Code Section 65864, et. seq, and City Council Resolution No. 2023-043 (Development Agreement Procedures), the City Planning Commission transmitted to the City Council its findings and recommendations through the adoption of Resolution #PC 2025-11; and

WHEREAS, the Development Agreement is in the public interest and is consistent with the City’s General Plan; and

WHEREAS, Policy 1 of the General Plan’s Land Use Element emphasizes the City’s commitment to open communication and seeking public input; and

WHEREAS, the deliberation of the Ordinance has been subject to a public hearing process that has been duly noticed for the purpose of seeking public input and participation and community members will continue to provide public input for individual projects resulting from ordinance implementation and is therefore consistent with Policy 1; and

WHEREAS, Policy 3 of the General Plan’s Land Use Element promotes compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of commercial areas in the City; and

WHEREAS, the Project would reactivate a currently vacant building since 2017, thereby enhancing the economic vitality of the surrounding commercial areas and is therefore consistent with Policy 3; and

WHEREAS, Policy 5 of the General Plan’s Land Use Element emphasizes the provision of an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses; and

WHEREAS, the introduction of a cannabis retail use will promote an economic diversity of the City’s commercial zone in order to ensure community stability and economic vitality of existing businesses and is therefore consistent with Policy 5; and

WHEREAS, on April 28, 2025, the City Council conducted a duly noticed hearing and considered all public comments received before and during the public hearing, the presentation by City staff, the relevant staff report, the Development Agreement, and the findings and recommendations of the City Planning Commission.

NOW THEREFORE, THE PEOPLE OF THE CITY OF BELL GARDENS DO ORDAIN AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are hereby incorporated in full by reference, herein.

SECTION 2. The City Council finds, with respect to the Development Agreement, that it:

(i) Is consistent with the objectives, policies, general land uses and programs specified in the General Plan;

(ii) Promotes the public health, safety, and general welfare;

(iii) Is just, reasonable, fair, and equitable under the circumstances; and

(iv) Provides sufficient benefit to the community to justify entering into the agreement.

SECTION 3. The City Council hereby approves DA No. 2023-073 and authorizes the City Attorney to approve as to form and make clarifying changes and further authorizes and directs the City Manager to execute the development agreement in the name of the City of Bell Gardens.

SECTION 4. The Applicant shall cause the Development Agreement to be effectuated by providing notarized signatures, proof of insurance and public benefits as required by the terms of the Development Agreement within 60 days of the effective date of this Ordinance.

SECTION 5. 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 6. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law, which shall take full force and effect thirty days from its adoption.

PASSED, APPROVED AND ADOPTED this day of , 2025.

THE CITY OF BELL GARDENS

________________________________
Jorgel Chavez, Mayor

APPROVED AS TO FORM: ATTEST:

________________________________ ________________________________ Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

I, ___________, City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 957 was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on ____________________, and that thereafter said ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on ________________________ and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

____________________________
Daisy Gomez, City Clerk

EXHIBIT “A”

(Development Agreement)

1 DEVELOPMENT AGREEMENT NO. 2023-073

BETWEEN

THE CITY OF BELL GARDENS
AND
FRANCISCO AGUIRRE, JR.

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 Francisco Aguirre, Jr. as the developer (“Developer”) and Eastern Ave Holdings, LLC as the property owner (“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 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

3 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; 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;

4 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 7821 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Numbers 6227-018-002 (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 M-U Mixed Use Commercial 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 owner of the Site, (the “Property Owner”) for the purpose of carrying out the Project; WHEREAS, the Developer 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 April 16, 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 April 16, 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site; WHEREAS, on April 16, 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2023-073;
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; 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

5 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. 2023-073
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. 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.

6 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 Bui lding S tandards 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.
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.

7 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. 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 Francisco Aguirre, Jr. 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.

8 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; 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” means Eastern Ave Holdings, LLC and its successors, assigns and transferees which hold a fee simple interest.
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.

9 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.

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

10 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
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;

11 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 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.

12 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 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. 2023-073, 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

13 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
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 S tandards 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 determines, in its discretion,

14 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 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

15 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 15th 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 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

16 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 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.

17 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 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.

18 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 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.

19 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 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.

20 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.

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:

21 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 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

22 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.
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

23 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:

Francisco Aguirre, Jr.
7821 Eastern Ave.

Bell Gardens, CA 90201
323-804-6639
[email protected]
CITY: City of Bell Gardens
7100 Garfield Ave.

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

Eastern Avenue Holdings, LLC
7821 Eastern Ave.

Bell Gardens, CA 90201
Attn: Andrew Hernandez
775-848-7764
[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.

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

25 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]

26 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
Francisco Aguirre, Jr.
[Notarized Signature Required]
By:_______________________________
Name: ___________________________
Title:______________________________
Date:

PROPERTY OWNER
Eastern Ave Holdings, LLC[Notarized
Signature Required]
By:______________________________
Name:____________________________
Title:_____________________________
Date: ___

EXHIBIT “A”

LEGAL DESCRIPTION OF SITE
27 27
EXHIBIT “A”

LEGAL DESCRIPTION OF SITE

EXHIBIT “B”

SITE PLAN
28 28
EXHIBIT “B”

SITE PLAN

EXHIBIT “C”

FLOOR PLAN
29 29
EXHIBIT “C”

FLOOR PLAN

EXHIBIT “D”
PROPERTY OWNER’S CONSENT AGREEMENT
30 30
EXHIBIT “D”
PROPERTY OWNER’S CONSENT AGREEMENT

EXHIBIT “E”

SECURITY PLAN
31 31
EXHIBIT “E”

SECURITY PLAN

EXHIBIT “F”

CONDITIONS OF APPROVAL
32 32
EXHIBIT “F”

CONDITIONS OF APPROVAL

RESOLUTION #PC 2025-10

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2023-073 FOR A CANNABIS RETAIL USE AT 7821 EASTERN AVENUE, BELL

GARDENS, CALIFORNIA
WHEREAS, Francisco Aguirre Jr. (Applicant), has requested approval of a conditional use permit (CUP) and a development agreement (DA) to perform tenant improvements to an existing commercial structure, and operate a storefront cannabis retail business in the City of Bell Gardens (City);
WHEREAS, the Applicant proposes tenant improvements to an existing, vacant one (1)-story, 1,748 square-foot (SF) commercial building, and operate a cannabis retail use located at 7821 Eastern Avenue (Subject Site), subject to conditions of approval and an ordinance to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits (Project) at the Subject Site; WHEREAS, on June 26, 2023, the City Council adopted Ordinance No. 934, which conditionally permits a cannabis retail use within Commercial and Industrial Zones, subject to certain siting requirements and conditions of approval for a term of 18 months, unless an applicant executes a DA with the City;
WHEREAS, the Subject Site is designated as Mixed Use
(Commercial/Residential) (MU) in the City’s General Plan Land Use Element; WHEREAS, the MU Land Use designation has been concentrated on parts of Gage Avenue and Eastern Avenue and refers to a combination of commercial and residential uses working in tandem;
WHEREAS, the corresponding zone for the MU Land Use Element designation is the Mixed-Use Commercial/Residential (M-U) Zone, which conditionally permits a cannabis use, subject to certain siting requirements and development standards and the Subject Site is currently located within Zone M-U;
WHEREAS, the intent and purpose of Bell Gardens Municipal Code (BGMC) Chapter 9.20 is to provide “supplementary provisions for uses which the City finds require special attention due to their sensitive nature and potential impacts to the community;” WHEREAS, the Applicant requested, pursuant to Chapter 9.50 of the BGMC, the Planning Commission to approve a CUP for a cannabis retail use with conditions which are deemed necessary to ensure the proposed use will not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare, or be materially detrimental to the property of other persons located in the vicinity of such conditional use;
WHEREAS, in conjunction with the CUP, the Applicant has requested a DA to permit a cannabis retail use for a term of five (5) years, with an option to extend the term of the development agreement for an additional five (5)-year term in exchange for public benefits;

Resolution #PC 2025-10

WHEREAS, the approval of CUP No. 2023-073 would promote the public health, safety, and general welfare because it would facilitate the orderly development of the Subject Site, create a physical environment that would be consistent with and complement the City's goals and visions since new construction would comply with BGMC provisions for building, energy efficiency, and development standards; improve, upgrade, and create additional community facilities and infrastructure, enhance services and assist in implementing the goals of the General Plan since the proposed development would comply with low impact development guidelines, where applicable, to manage stormwater runoff in a way that mitigates the impacts of pollution to rivers, lakes, streams, and the ocean; and reduce the economic risk to the surrounding community since a development agreement would establish certain development rights on real property in exchange for public benefits to the City;
WHEREAS, Policy 3 of the General Plan Land Use Element provides that the City shall promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City;
WHEREAS, the Project is consistent with Policy 3 because the Project would reactivate currently vacant commercial building at the Subject Site into a new commercial use, thereby enhancing the appearance and economic vitality of the area and emphasizing the commercial identity of the commercial areas in the City; WHEREAS, Policy 5 of the Land Use Element requires the City to provide an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses;
WHEREAS, the Project is consistent with Policy 5 because it would involve the redevelopment and reactivation of a commercial site;
WHEREAS, the Project is also consistent with Policy 5 because it would add potential stability to the area through increased property values associated with the proposed improvement and renovation of an existing vacant commercial building and the conduct of well-run businesses could impact other businesses for increased area economic viability;
WHEREAS, the approval of CUP No. 2023-073 would not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare of the community because the Project would reactivate, revitalize, and reinforce the security to an existing vacant commercial development; WHEREAS, the Subject Site meets the siting requirements including the areas that prohibit a cannabis retail use pursuant to BGMC Section 9.20.160, inclusive of the 600- foot distancing requirement of day care centers, youth centers, schools, and parks and 500-foot distancing requirement from any other cannabis uses;

Resolution #PC 2025-10

WHEREAS, the Project’s Lighting Plan, Odor Mitigation Plan, and Security Plan (collectively incorporated herein by reference) aim at providing safe and secure environment for both customers and the surroundings, and that enhance the retail experience and the unique community identity, maintain air filtration, and provide safe and secure surroundings, memorialized by required conditions of approval; WHEREAS, the Subject Site is an approximately 6,417 SF parcel of land, rectangular in shape, and is currently developed with a commercial building with no proposed additional floor area proposed and is therefore adequate in size, shape, and topography to accommodate the development features prescribed in Title 9 BGMC to support the proposed business;
WHEREAS, the Subject Site is located on Eastern Avenue, which is one of the commercial corridors in the City and designated as a major highway in the 2022 Transportation and Circulation Element, as a part of the City’s General Plan; WHEREAS, Eastern Avenue is designated as a major highway, which is designed to move large volumes of traffic through the community to freeways, other boulevards, and avenues, and keep through-traffic off the local streets and out of residential areas; WHEREAS, the Project will provide eight (8) bicycle parking spaces in lieu of two (2) required vehicle parking spaces, thereby requiring the Project to provide a total of three (3) vehicle parking spaces;
WHEREAS, the introduction of a cannabis retail use in an already-developed commercial corridor that operates similarly to other retail operations is unlikely to result in a substantial increase in traffic volumes;
WHEREAS, the Subject Site is adequately served with water supply of quantity and pressure to meet the regulations of current water and fire codes for potable water supply and fire protection;
WHEREAS, the Project proposes to address concerns relating to safety, odor, and nuisance with lighting, odor mitigation, and security plans that enhance the retail experience and the unique community identity, maintain air filtration, and provide safe and secure surroundings, memorialized by required conditions of approval; 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. (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 on real property in exchange for public benefits; WHEREAS, consistent with the requirements of the Development Agreement Statute, the City adopted Resolution 2023-043 (Development Agreement Procedures)

Resolution #PC 2025-10

authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City for a cannabis retail use; WHEREAS, the Project involves tenant improvements to an existing building on an already developed commercial property and would operate similarly to other retail operations, be subject to the same development standards as other commercial operations, including but not limited to height, setbacks, and parking, but subject to more restrictive locational siting requirements, it can be seen with certainty that the approval and regulation of cannabis retail sales at the Subject Site for a term of up to 10 years would not cause a reasonably foreseeable direct or indirect impact on the environment pursuant to the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Sections 15061(b)(3) (Common Sense Exemption) and 15301 (Existing Facilities); WHEREAS, pursuant to California Government Code Sections 65090 and 65091, the Planning Commission duly noticed, agendized, and conducted a public hearing on this matter on April 16, 2025, and reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2023-073 and a proposed ordinance approving a development agreement authorizing the Project and to impose a lifespan in exchange for public benefits;
WHEREAS, on April 16, 2025, the Planning Commission held a duly noticed, public hearing and reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2023-073 and a recommendation to approve an ordinance to enter into and execute a development agreement to permit the use for up to 10 years in exchange for public benefits;
WHEREAS, the Planning Commission considered all public comments received before and during the public hearing, the presentation by City staff, the relevant staff report, and all other pertinent documents related to CUP No. 2023-073 to authorize a cannabis retail use at the Subject Site; and
WHEREAS, after the close of the public hearing, the Planning Commission adopted Resolution #PC 2025-10 conditionally approving CUP No. 2023-073.

NOW, THEREFORE, THE PLANNING COMMISSION HEREBY RESOLVES, DETERMINES, AND FINDS AS FOLLOWS:

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

SECTION 2. Pursuant to BGMC Title 9, Section 9.50.050, CUP No. 2023-073:
i. Is not in conflict with the General Plan for the area and complies with the standards in Title 9 of the BGMC.

Resolution #PC 2025-10

ii. Does not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare. iii. The Subject Site for the proposed conditional use is adequate in size, shape, and topography to accommodate the yards, walls, fences, parking and loading facilities, landscaping and other development features prescribed in Title 9 BGMC, as required by the Planning Commission as a condition of approval in order to integrate said use with the existing uses in the neighborhood. iv. The Subject Site for the proposed conditional use is served by highways or streets adequate in width and improved as necessary to carry the kind and quantity of traffic such use would generate.
v. The Subject Site is served by the required utilities, including electricity and water supply of quantities and pressures required by the fire code to provide adequate protection.

SECTION 3. In accordance with CEQA and the CEQA Guidelines, CUP No. 2023- 073 is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15061(b)(3) (Common Sense Exemption) and 15301 (Existing Facilities).

SECTION 4. The Planning Commission hereby grants the Applicant’s request related to CUP No. 2023-073 to permit the Project at the Subject Site, subject to the following conditions incorporated herein in full, by reference (Exhibit “A”).

SECTION 5. If any portion of this Resolution is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

SECTION 6. This CUP shall become effective upon the expiration of the 15 calendar days after approval by the Planning Commission unless an appeal of the CUP has been filed with the City Clerk pursuant to Section 9.50.090 of the BGMC.

PASSED, APPROVED AND ADOPTED this 16th day of April, 2025. _________________________________

ERNESTO RAMIREZ, CHAIRPERSON
ATTEST:
________________________________________

LILLY CARRILLO, PLANNING SECRETARY
APPROVED AS TO FORM:

Resolution #PC 2025-10

________________________________________

LLOYD PILCHEN, ASSISTANT CITY ATTORNEY

Resolution #PC 2025-10

EXHIBIT “A”
CUP NO. 2023-073– CONDITIONS OF APPROVAL
General Operating Conditions

1. The Subject Site shall be improved, maintained, and operated in accordance with:
a. The application on file in the Community Development Department and Exhibits 1 through 15 included in the staff report which are attached and incorporated herein by this reference.
b. All applicable laws, including but not limited to, the BGMC, the Bell Gardens Zoning Ordinance, the Business and Professions Code, Los Angeles County Department of Public Health, and the California Department of Cannabis Control (DCC).
c. All the conditions of approval as set forth in this Planning Commission Resolution for CUP No. 2023-073.
d. The terms and conditions set forth in DA No. 2023-073.

2. All conditions stated herein shall be binding upon the Applicant, their successors-in- interest, and assigns; shall run with the land; shall limit and control the issuance and validity of certificates of occupancy, and shall restrict and limit the construction, location, and conditional use and maintenance of all land and structures adjacent to or within the vicinity of the Subject Site. Failure to adhere to these conditions of approval may result in revocation pursuant to the process set forth in BGMC Section

9.62.010.

The conditions herein shall run with the land. However, any successor-in-interest must obtain the proper approvals to assign or transfer the rights, interests, and obligations pursuant to the DA No. 2023-073 in order to effectuate the rights and obligations set forth in this CUP and obtain a business regulatory permit pursuant to Chapter 5.12 and Chapter 5.64 of the BGMC.

3. CUP No. 2023-073 shall be valid strictly for a DCC Type 10 license as defined by the state Department of Cannabis Control (DCC). Prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card or equivalent sign off from the Building and Safety Division for the Subject Site, the Applicant shall submit a copy of its business regulatory permit and Type 10 license as approved by DCC to the City of Bell Gardens Community Development Department. Cannabis cultivation, cannabis manufacturing, cannabis laboratory testing, and cannabis distribution are strictly prohibited and shall constitute grounds for revocation and termination of all rights hereunder.

Resolution #PC 2025-10

All rights hereunder shall terminate within eighteen (18) months from the date of issuance of the first building permit for the Subject Site after the approval of CUP No. 2023-073 unless DA No. 2023-073 is approved for a longer period of time, not to exceed ten (10) years. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

CUP No. 2023-073 shall be valid strictly in compliance with DA No. 2023-073; any privileges granted hereunder shall become null and void should there be a violation hereof.

4. The abandonment or non-implementation of the conditions stated in this CUP No. 2023-073 for a period of one (1) year from the effective date of the CUP shall terminate the CUP, and any privileges granted hereunder shall become null and void; unless a written time extension for a period not to exceed one (1) year is granted by the Planning Commission. A written request to extend the time to comply with the conditions of approval stated in the CUP must be submitted to the Bell Gardens Community Development Department at least thirty (30) days prior to the expiration of the one (1)-year period.

5. Consistent with Condition No. 2, in the event of a transfer of ownership, rights, interests, obligations and/or privileges of the Subject Site involved with this CUP No. 2023-073, the transferee shall be fully informed and consent to the conditional use and development of Subject Site as set forth by this CUP together with all conditions, which are stated herein.

6. The Applicant shall comply with all applicable City, county, DCC, and other state regulations as they pertain to the sale of cannabis. Violation of any of the conditions of CUP No. 2023-073 or of any city, county and/or state law or regulation pertaining to the sale of cannabis shall be cause for revocation and termination of all rights hereunder.

7. The Applicant shall obtain all necessary permits and licenses from the state, City, and county agencies, including but not limited to, Fire Department and Industrial Waste for the proposed improvements and business operations on the Subject Site.

8. Prior to issuance of a Project building permit, the Applicant shall submit payment for the Bell Gardens Development Impact Fee(s) pursuant to Chapter 3.27 of the BGMC. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

9. Prior to issuance of a Project building permit, the Applicant shall submit design or payment for the Bell Gardens Art in Public Places pursuant to Chapter 9.71 BGMC.

For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

Resolution #PC 2025-10

10. City staff, including but not limited to, the City Manager, Community Development Department, Bell Gardens Police Department, Los Angeles County Fire Department, and DCC shall have the right-of-entry at any time to inspect the Subject Site to verify compliance with these conditions of approval, terms set forth in DA No. 2023-073 and the BGMC, including but not limited to the operating requirements set forth in BGMC Section 5.64.040 and all state and county laws and regulations.

11. Prior to commencing operations, Applicant and/or owner/operator must possess a valid retail license, issued by DCC, pursuant to Division 10, commencing with Section 26000, of the California Business and Professions Code.

12. Prior to commencing operations, the Applicant and/or owner/operator must obtain a business regulatory permit pursuant to Chapter 5.12 and Chapter 5.64 of the BGMC.

Consistent with the requirements of BGMC Section 5.64.020, the Applicant and/or owner/operator shall commence operations within one (1) year of issuance of a business regulatory permit. Failure to commence operations within one (1) year of the issuance of a business regulatory permit shall constitute grounds for revocation and termination of all rights hereunder.

13. The Director of Community Development and/or their designee(s) shall be authorized to make minor modifications to this CUP No. 2023-073 or any of the conditions specified herein if the modifications shall achieve substantially the same results as would strict compliance with the approved conditional use permit and conditions.

14. The Subject Site shall be developed, maintained, and used in a neat, quiet, and orderly condition and all uses on the Subject Site shall be operated in a manner that shall not disturb or be detrimental to adjacent properties, surrounding land uses, or occupants.

15. Hours and days of exterior building construction and site improvements shall be as follows: Monday through Saturday, not before 8:00 A.M. and not after 7:00 P.M. on the same day. No construction or grading shall take place on Sundays and City observed holidays.

16. The Applicant shall ensure that the Subject Site is properly maintained, secured, and free of debris at all times/phases of construction.

17. Prior to commencing the construction of the Project, the Applicant shall submit a site plan indicating on-Subject Site vehicular and pedestrian traffic circulation during all stages of construction to the Community Development Department for review and approval.

18. The Subject Site and surrounding area shall be maintained in a manner free of graffiti at all times and for the life of the permit. Any graffiti that should appear on buildings, walls, or other private property on the Subject Site shall be removed within forty-

Resolution #PC 2025-10

eight (48) hours of being observed or reported. If painting is required, the paint shall be identical to the existing color.

19. During operations, the Subject Site, and adjacent public rights-of-way (ROW), inclusive of the alley adjacent north of the Subject Site, shall be maintained in a clean and well-kept condition, free of debris and litter at all times.

20. In lieu of fully installed and planted landscaping, prior to issuance of a building permit, fixed planters, where applicable, shall be depicted on an Site Plan and fixed planters shall be installed on the Subject Site, subject to the satisfaction of the Director of Community Development prior to Project certificate of occupancy, finalized building job card, or equivalent document signed by the building official. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

21. Off-street parking areas shall remain maintained (free from debris, litter, and wilted or dead live scape removed and replaced) for the life of the permit.

22. The Applicant and/or their designee shall ensure that any existing public telephones located on the premises be removed from the Subject Site. The installation of any outside public telephones shall be prohibited on the Subject Site and the public ROW.

23. The hours of retail operation at the Subject Site shall be restricted as follows: 10:00 A.M. until 10:00 P.M., Monday through Sundays, with the last delivery order to be placed by 9:00 P.M. and all delivery vehicles returned no later than 10:00 P.M.

24. The installation of signs on the Subject Site shall be in accordance with the provisions in Chapter 9.48 of BGMC and in substantial conformance with the proposed signage approved by the Planning Commission. Temporary signs, such as banners, pennants and flags shall be prohibited, except for any traffic/safety signs specific to construction activity.

25. Signs prohibiting loitering, smoking, and vaping on or around the Subject Site shall be posted and maintained to the satisfaction of the Bell Gardens Police Department prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

26. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, the Applicant shall work closely with the Bell Gardens Police Department in updating the Security Plan to guarantee adequate security measures are provided on the Subject Site, inclusive of the surface parking lot, at all times.

27. There shall be no outdoor storage permitted on the Subject Site at any time.

Resolution #PC 2025-10

Cannabis Retail – Conditional Use Operating Conditions

28. These conditions of approval must be posted in a conspicuous location for public viewing within the establishment on a continuous basis for the life of the Project beginning on the date that operations at the Subject Site commence.

29. The establishment shall only allow patrons of the age twenty-one (21) and older, with presentation of a valid government-issued identification card or eighteen (18) and older with a physician’s recommendation.

30. No persons under the age of twenty-one (21) shall be employed to sell cannabis or cannabis products at the Subject Site at any time for the life of the project.

31. An electronic age verification device shall be purchased and retained at the Subject Site to determine the age of any individual and shall be installed at each point-of- sale location prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

32. The electronic age verification device shall be maintained in operational condition at all times, at each point-of-sale location, and all employees shall be instructed in its use. If an age verification device fails to operate at any point-of-sale location, no sales shall take place at that point-of-sale location until the age verification device is repaired and operational at any time for the life of the project.

33. Applicant shall create and maintain an account within the DCC track and trace system prior to engaging in any commercial cannabis activity, including:
a. All commercial cannabis activity shall be accurately recorded in the track and trace system.
b. Applicant will be responsible for the accuracy and completeness of all data and information entered into the track and trace system. The licensee is responsible for all actions taken by the designated account manager or other account users while performing track and trace activities. c. A person shall not intentionally misrepresent or falsify information entered into the track and trace system.

34. Records of all sales, whether cash, debit, or credit, must be receipted, kept, and reported as required by the California Department of Tax and Fee Administration (formerly Board of Equalization) under title 18, California Code of Regulations, sections 1698 and 4901.

35. All cash sales must be receipted, and all information captured in the track-and-trace system established pursuant to Business and Professions Code section 26067, including, but not limited to, aggregated sales or transfer information, as applicable.

Resolution #PC 2025-10

36. Applicant and/or owner/operator shall abide by all laws applicable to cannabis retailers pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act (Bus. & Prof. Code § 26000 et seq.) and related Medicinal and Adult-Use Commercial Cannabis Regulations (Cal. Code Regs., tit. 4, § 15000 et seq.).

37. Applicant shall perform pre-employment background checks, to be conducted by an accredited member organization of the National Association of Background Screeners, and recurrent annual background checks performed.

38. Applicant shall provide at least one dedicated security office on site, twenty-four (24) hours a day, seven (7) days a week; and one designated manager on site during operation hours.

39. Applicant shall provide a back-up power supply, for at least twenty-four (24) hours, for the storefront, in the event of a power outage.

40. Signs advertising cannabis brands or the availability of cannabis or cannabis products for sale at the Subject Site shall not be visible from the exterior of the building at all times.

41. The display of cannabis and cannabis products shall be interior only (no outdoor display) at all times.

42. Other than limited amounts of cannabis used for interior display purposes or immediate sale, all cannabis and cannabis products shall be stored in a secured and locked room, safe, or vault, and in a manner reasonably designed to prevent diversion, theft, and loss at all times.

43. There shall be no food, beverage, video or pinball games, televisions, or similar loitering attractions accessible to customers, persons engaged in sales or any transactions, and/or patrons, on the Subject Site at all times.

44. There shall be no samples provided for the on-site consumption of cannabis and cannabis products at any time.

45. There shall be no sale or display of cannabis products that is in the form of an alcoholic beverage, including, but not limited to, an infusion of cannabis or cannabinoids derived from industrial hemp into an alcoholic beverage at any time.

46. There shall be no sale of cannabis and cannabis products over the daily legal limit to any single patron at any time, pursuant to California Health and Safety Code Section 11357.

47. All cannabis and cannabis products purchased by patrons shall not leave the Subject Site unless they are placed in an opaque packaging at any time.

Resolution #PC 2025-10

48. Consumption of cannabis and cannabis products on-site is strictly prohibited, outside of the building either on the public ROW or anywhere on the Subject Site at all times.

49. Pursuant to California Labor Code Section 6404.5(c), smoking in the facility shall be strictly prohibited at all times. There shall be no display of ashtrays, or other receptacles for the purpose of collecting smoke-related debris within the interior or exterior of the building at the Subject Site.

50. Cover charges, entry fees, or minimum purchases for patrons visiting the facility shall be strictly prohibited.

51. The authorized conditional use shall be conducted at all times with due regard for the character of the surrounding neighborhood, and the right is reserved to the City Manager, Community Development Director, or their designee(s) to impose additional corrective conditions, if, it is determined that such conditions are proven necessary for the protection of persons in the neighborhood or occupants of adjacent or nearby properties.

52. The facility shall operate in accordance with the Security Plan, incorporated by reference and attached hereto, at all times. Surveillance recordings shall be maintained for a minimum period of sixty (60) days and are intended for use by the Bell Gardens Police Department.

53. The facility shall operate in accordance with the Lighting Plan, incorporated by reference and hereto, at all times. All exterior portions of the site shall be adequately illuminated in the evening so as to make discernable the faces and clothing of persons utilizing the space. Lighting shall be directed onto the Subject Site without being disruptive to uses at the adjacent properties.

54. The facility shall operate in accordance with the Odor Mitigation Plan, incorporated by references and attached hereto, at all times.

55. The Bell Gardens Police Department shall be notified within twenty-four (24) hours of any diversion, theft, loss, or other criminal activity on the premises that occurs at any point after the approval of this CUP.

Building/Site Improvements

56. The proposed site improvements on the Subject Site shall be subject to review and approval by the Planning and Building and Safety Divisions. All proposed improvements shall be completed in accordance with the provisions of the California Building Code as amended by Title 26 of the Los Angeles County Building Code. All required permits from the Building and Safety Division shall be secured prior to commencing the construction of the Project. For the purposes of this CUP, the term

Resolution #PC 2025-10

“construction” includes any demolition, grading, and construction activities, inclusive of tenant improvements.

57. All improvements at the Subject Site shall comply with all Americans with Disabilities Act (ADA) of 1990 requirements as part of the Building and Safety plan check process.

58. The Applicant shall be responsible for submitting plans for Building and Safety plan check and obtain permits for all the work proposed on the Subject Site.

59. Vehicles associated with the construction activities at the Subject Site shall not be permitted to park on the public ROW, inclusive of the alley adjacent of the Subject Site.

60. Temporary storage of building materials shall be contained within the Subject Site and shall be properly secured and screened during all stages of construction.

61. During all stages of construction, the Subject Site shall maintain a six-foot (6’) high chain-link fence and gates around the entire perimeter of the Subject Site. The gates shall be closed and locked after construction hours.

62. Contractors and subcontractors engaged in the construction activities at the Subject Site shall obtain a business license and all required permits from the City of Bell Gardens.

63. Prior to the installation of any signs at the Subject Site, the Applicant shall submit three (3) sets of sign plans for final review and approval to the Community Development Department pursuant to BGMC Section 9.48.030. Sign plans shall include elevations, lettering, colors, dimensions, and installation methods, types of lighting and such other information as may be required to assure compliance with all appropriate regulations of the City.

64. Prior to submittal of plans to Building and Safety plan check, the Applicant shall submit a color and material sample board for the exterior building materials and paint colors for trims, wall surfaces, moldings, decorative awnings, frame and glass for all windows and doors, and other exterior building elements shall be subject to review and approval by the Community Development Department. Subsequent construction of the Project shall substantially comply with the approved exterior building elements.

65. Prior to issuance of a building permit, the Applicant shall submit for review and approval to the Community Development Department a sample of the window frame and glass that shall be utilized on the door and windows of the building. Pursuant to BGMC Section 9.20.160(B)(3) windows facing the street frontage shall be clear, untinted glass. Mirror, reflective, or tinted glass may only be permitted as an architectural or decorative accent and shall comprise no more than twenty percent

Resolution #PC 2025-10

(20%) of the window. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

66. Decorative railings and grilles that are placed behind windows shall be at least 75 percent (75%) open to perpendicular view and no more than six feet (6’) in height.

Security gates and grilles shall be prohibited on the exterior of any structure.

67. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, the roof drainage system shall be integrated into the walls of the building so that there are no visible downspouts to the satisfaction of the Building and Safety Division.

68. Any new roof mounted mechanical equipment, including any air compressor units, shall be installed a minimum of six inches (6”) below the lowest building parapet in order to prevent the visibility from public ROW. Compliance shall be demonstrated to the satisfaction of the Building and Safety Division prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

69. The following construction practices shall be implemented by all Project contractors to reduce construction noise levels:
a. Ensure that construction equipment is properly muffled according to industry standards, and all equipment shall utilize noise shielding and muffling devices.
b. Locate the construction staging area and noise-generating equipment away from adjacent residents as much as feasible.

70. The Applicant shall work closely with City staff to coordinate appropriate accommodations for commercial waste service on the Subject Site prior to issuance of any Project building permit. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

71. Proposed and required on-Subject Site and off-Subject Site improvements shall be completed by the Applicant prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

72. Water heater enclosures, vents, flashings, pipes, and conduits for solar or other wall- mounted equipment shall be painted the same color as the surface to which they are attached to the satisfaction of the Building and Safety Division, prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, or equivalent thereof by the City on the Subject Site.

Resolution #PC 2025-10

73. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all cable television service connections to the Project shall be installed underground. All cable and connectors shall be screened completely from view and within the building served.

Visible cabinets and boxes shall be treated to match the materials and colors of the buildings. The Applicant is responsible for contacting the cable company and arranging cable installation at the appropriate stage of construction. The type and location of cable installation is subject to approval of the Community Development Department and the construction coordinator of the cable television company servicing the area prior to issuance of Project building permits.

74. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all electrical service connections to the Project shall be installed underground. All surface or ground mounted mechanical equipment including terminal boxes, pull boxes and electric meter cabinets shall be screened from public view and treated to match the materials and colors of the adjacent building. The Applicant is responsible for contacting Southern California Edison and arranging electrical service at the appropriate stage of construction. Installation of mechanical equipment is subject to approval by the Community Development Department and the customer service planner at Southern California Edison Company prior to issuance of Project building permits. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

75. The trash enclosure shall be constructed with a six-foot (6’)-high split face concrete masonry unit block wall to match the proposed building materials on the Subject Site. A six-foot (6’)-high metal gate shall be installed and provided with a self-closing and self-latching mechanism. The top of the structure shall be protected with a decorative metal trellis and the same color as the existing building.

76. The Project shall adhere to and maintain lighting at the Subject Site consistent with the submitted Lighting Plan.

Los Angeles County Fire Department (Fire Department)

77. The Applicant shall obtain all required Fire Department approvals and permits prior to commencing the construction of the proposed improvements on the Subject Site.

For the purposes of this CUP, the term “construction” includes any demolition, grading, and construction activities.

78. Prior to Fire Department plan check, plans must be submitted to the City for initial review (i.e., fire sprinkler plans, etc.).

79. The Applicant shall ensure that fire protection facilities, including access, must be provided prior to and during construction. For the purposes of this CUP, the term “construction” includes any demolition, grading, and construction activities.

Resolution #PC 2025-10

80. Prior to the issuance of a Project building permit, the Applicant shall conduct a fire flow test to determine if the existing water line serving the Project has adequate capacity for both potable water and fire flow and submit the results to the City of Bell Gardens Community Development Department. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

81. Prior to the issuance of a Project building permit, the Applicant shall submit two (2) sets of architectural plans to the Los Angeles County Fire Prevention Division, Building Plan Check Unit office located at 5823 Rickenbacker Road, Commerce, CA 90040. Architectural Plans shall include, but not be limited to, a site plan, floor plan, elevations, door and window schedules and appropriate section details. The site plan, floor plan, and elevations shall be consistent with the plans attached as exhibits and incorporated by reference, herein.

82. The Applicant shall comply with all required conditions of approval established by the Fire Department. Additionally, the Applicant shall obtain all required Fire Department approval and permits prior to commencing the construction of the proposed improvements on the Subject Site. For the purposes of this CUP, the term “construction” includes any demolition, grading, and construction activities.

83. The site plan shall show all the existing fire hydrant locations within 300 feet of all Subject Site property lines.

Public Works Department

84. All Design Standards and Parameters shall be per the County of Los Angeles and the City of Bell Gardens. If a conflict arises between these standards, the City of Bell Gardens Standards shall prevail.

85. Prior to issuance of a Project building permits the applicant shall prepare all on- Subject Site and off-Subject Site improvements plans and specification in compliance with the ADA and shall dedicate all necessary public ROW to complete the improvements to the satisfaction of the City Engineer.

86. Prior to the issuance of a Project grading permit, the applicant shall conduct their operations in a manner that will not violate the current National Pollutant Discharge Elimination System (NPDES) City Permit or Stormwater Pollution Prevention Plan (SWPPP). Subject Site parking lot drainage shall be directed to new planters noted on plan as applicable.

87. Prior to the issuance of a Project grading permit, the Applicant shall comply with all rules and conditions for the Water Quality Board and shall conduct their construction operations accordingly.

88. Prior to the issuance of a Project grading permit, the Applicant provide explanation and location of trash receptacle/enclosures, and/or turning radius analysis that a

Resolution #PC 2025-10

trash truck can negotiate through the development. All trash operations shall comply with current waste reduction regulations including green and organic wastes.

89. Public ROW improvements shall include the replacement of curb/gutter and sidewalk as required to eliminate trip hazards or ADA compliance issues in compliance with ADA Guidelines along Gage and Darwell frontage lines. Coordinate slot cutting of existing pavement for construction of the improvements and AC paving prior to issuance of a Project building permit. For the purpose of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D).

90. The Applicant shall paint the curb with street address accordingly prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

Parking Lot/Site Maintenance

91. The Subject Site and adjacent public ROW shall be cleared of all construction debris prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent approval by the Community Development Department.

92. All parking spaces, drive aisles, walkways, shall be free of gouges, ruts, and/or gaps in the paved surface area and shall be maintained in good working order to not constitute a safety hazard to the public prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

93. The proposed parking lot area including but not limited to vehicle maneuvering areas within the Subject Site shall be improved with asphalt pavement to the satisfaction of the Community Development Department. Parking lot and public ROW, inclusive of sidewalk areas immediately adjacent to the Subject Site, shall be pressure washed quarterly to remove oil stains and maintained clear of trash, debris, and outside storage prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site at all times.

94. All designated parking spaces shall be striped in accordance with the BGMC and provided with concrete wheel stops at the front end of each parking space prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

95. Any required ADA truncated domes shall be composed of stamped concrete and shall be a dark gray color prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

Resolution #PC 2025-10

96. The repair or maintenance of any vehicles on the Subject Site, public ROW such as a street or alley, including but not limited to oil change or adding fluids to vehicles, shall be strictly prohibited. Signs shall be posted throughout the parking lot area prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site stating that repair and maintenance activities at the Subject Site are prohibited.

No device shall be loaned by the owner, employee, or patron of the business to assist in this effort.

97. Inoperable vehicles shall not be parked within any designated parking spaces, drive aisle, or public ROW adjacent to the Subject Site at any time.

98. The Applicant shall maintain the existing fence, until such time that the Applicant submits fence/walls plans to the satisfaction of the Director of the Community Development Department , Planning Division for review and approval in accordance with Chapter 9.32 (Fence, Walls, and Hedges) BGMC, prior to the replacement of existing fencing.

99. The heights of all new fences shall be measured from the highest finished grade level on either side of the Subject Site’s property line.

Miscellaneous
100. The owner of the Subject Site, and the Project Applicant, if different from the property owner, and each of their heirs, successors in interest, and assigns, shall defend, indemnify, and hold harmless the City and its officials, agents, officers, and employees from any and all claims, actions, or proceedings brought by any party to attack, set aside, void or annul, rescind, or otherwise challenge the approval of the Project or the approval of any entitlement related to the Project by the City Council, Planning Commission, or its staff, including but not limited to, environmental determinations. Such indemnification and hold harmless shall include damages, judgments, settlements, penalties, fines, and defensive costs and expenses, incurred by, or ordered against the City in connection with or arising out of such claims, actions, or proceedings, including but limited to, interest, reasonable attorneys’ fees and costs, or expert witness fees, incurred by the City. The City shall promptly notify the Applicant of any claim, action or proceeding and the City and Applicant shall mutually cooperate fully in the defense thereof. 101. The Applicant shall sign, notarize, and return to the Community Development Department an affidavit accepting all conditions of approval of this CUP No. 2023- 073 within fifteen (15) days from the approval of Resolution #PC 2025-10 and CUP No. 2023-073. The Applicant acknowledges and understands that all conditions set forth in this Resolution are conditions precedent to the Commission’s grant of approval and failure to comply with any condition contained herein shall render this CUP non-binding as against the City and shall confer the Applicant no legal rights

Resolution #PC 2025-10

under the law. This conditional use permit shall not become effective unless and until the Applicant returns the fully executed, notarized affidavit to the Community Development Director within the time stated. Failure to comply with this condition within the prescribed time period above shall render this CUP null and void.

RESOLUTION #PC 2025-11

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS RECOMMENDING THE ADOPTION OF ORDINANCE NO. 957

AUTHORIZING THE EXECUTION OF DEVELOPMENT AGREEMENT
NO. 2023-073 BY AND BETWEEN THE CITY OF BELL GARDENS,
FRANCISCO AGUIRRE JR., AND EASTERN AVENUE HOLDINGS, LLC

WHEREAS, Francisco Aguirre Jr. (Applicant) has requested approval of a development agreement (DA) and a conditional use permit (CUP) to develop and operate a KureLeaf cannabis retail business in the City of Bell Gardens (City);

WHEREAS, Ordinance No. 957 would authorize the City to enter into and execute a development agreement to establish certain development rights at 7821 Eastern Avenue (Subject Site) in exchange for public benefits for a five (5)-year term, with an option for an additional five (5)-year extension, by and between the City, Francisco Aguirre Jr, and Eastern Avenue Holdings, LLC, in connection with a CUP authorizing a cannabis retail use, subject to conditions of approval;

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. (Development Agreement Statute), which authorizes the City and an individual with an interest in real property to enter into a development agreement in order to establish certain development rights on real property in exchange for public benefits;

WHEREAS, consistent with the requirements of the Development Agreement Statute, the City Council adopted Resolution No. 2023-043 (Development Agreement Procedures) on June 12, 2023, authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City;

WHEREAS, the Development Agreement Procedures permit a cannabis retail use for a term not to exceed 10 years in exchange for public benefits;

WHEREAS, on June 26, 2023, the City Council adopted Ordinance No. 934, which conditionally permits a cannabis retail use within Commercial and Industrial Zones, subject to certain siting requirements and conditions of approval for a term of 18 months unless an applicant executes a development agreement with the City;

WHEREAS, the Subject Site is designated within the City’s General Plan Land Use Element as Mixed Use (Commercial/Residential) (MU);

WHEREAS, the MU Land Use Element designation has been concentrated on parts of Eastern Avenue and Gage Avenue and refers to a combination of commercial and residential uses working in tandem;

WHEREAS, the corresponding zone for the MU Land Use Element designation is the Mixed-Use (M-U) Zone, which conditionally permits a cannabis use, subject to certain

Resolution #PC 2025-11

locational requirements and development standards and the Subject Site is located within Zone M-U;

WHEREAS, the Applicant has applied for a CUP to permit a cannabis retail use at the Subject Site;

WHEREAS, in conjunction with the CUP, the Applicant has requested for a development agreement to permit a cannabis retail use for a term of five (5) years, with an option to extend the term of the development agreement for an additional five (5)-year term in exchange for public benefits that shall obligate the Applicant to provide an up-front payment of One Hundred Thousand Dollars ($100,000) upon the effective date of the development agreement, to be renewed on an annual basis as well as the payment of quarterly public benefits in an amount equivalent to seven percent (7%) of gross receipt sales;

WHEREAS, pursuant to the City’s Development Agreement Procedures, 80 percent (80%) of the public benefits derived from DA No. 2023-073 shall be dedicated to youth and educational programming and resources for the City’s housing programs;

WHEREAS, Policy 3 of the General Plan Land Use Element provides that the City shall promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City;

WHEREAS, the Project is consistent with Policy 3 because the Project would repurpose a vacant commercial property and provide additional commercial activity along a major corridor within the City limits;

WHEREAS, Policy 5 of the Land Use Element requires the City to provide an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses;

WHEREAS, the Project is consistent with Policy 5 because it would involve the revitalization of an existing commercial site;

WHEREAS, the DA would facilitate the orderly development of the Subject Site; create a physical environment that would be consistent with and complement the City's goals and visions; protect natural resources from adverse impacts; improve, upgrade, and create additional community facilities and infrastructure, enhance services, and assist in implementing the goals and policies of the General Plan; and reduce the economic risk to the surrounding community;

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;

Resolution #PC 2025-11

WHEREAS, DA No. 2023-073 incentivizes active participation in the development process based on significant public benefits derived from monetary contributions; such payments would be dedicated to the City’s youth and housing programs and could be used immediately to promote the public health, safety, and general welfare of the surrounding community;

WHEREAS, the Applicant acknowledges and agrees that the development agreement would confer substantial private benefits on them that would place burdens on City infrastructure, services, and neighborhoods and that the private benefits provided to the developer should be balanced with commensurate public benefits for the community;

WHEREAS, the proposed DA would be connected to and requires compliance with a CUP that clearly outlines specific conditions, requirements, and timelines for the development of the retail storefront facility to help ensure the Applicant remains in compliance with all local, state, and federal regulations, where applicable;

WHEREAS, DA No, 2023-073 is designed to facilitate ongoing communication and collaboration between the Applicant who would be licensee and the local community addressing concerns and ensuring the retail storefront aligns with community values and interests;

WHEREAS, the proposed DA promotes balance through the operational flexibility built into the agreement addressing unforeseen challenges or changes in circumstances, allowing for adjustments as needed through City Council approval;

WHEREAS, in exchange for an initial five (5)-year term, with an option to extend the development rights for an additional five (5) years for a total of 10 years, the Applicant would provide an annual community benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for the development agreement and renewed on an annual basis and would also be required to pay a quarterly community benefit in the amount that is equivalent to seven percent (7%) of gross receipt sales on a quarterly basis;

WHEREAS, the Applicant agrees that the payment of Community Benefits Fees is proportionate to the amount that would be paid in the form of an applicable tax on commercial cannabis activities in the City related to the Project, contributing to a housing fund and youth fund;

WHEREAS, the Project would repurpose an existing building, that would result in no additional floor area, on an already developed commercial property and would operate similarly to other retail operations, be subject to the same development standards as other commercial operations, including but not limited to height, setbacks, and parking, but subject to more restrictive locational siting requirements and it can be seen with certainty that the approval and regulation of cannabis retail sales at the Subject Site for a term of up to 10 years would cause no reasonably foreseeable direct or indirect impact on the environment pursuant to the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Sections

Resolution #PC 2025-11

15061(b)(3) (Common Sense Exemption) and 15301 (Existing Facilities);

WHEREAS, pursuant to California Government Code Sections 65854, 65090, and 65091, the Planning Commission duly noticed, agendized, and conducted a public hearing on this matter on April 16, 2025;

WHEREAS, the Planning Commission considered all public comments received both before and during the public hearing, the presentation by City staff, the relevant staff report, and all other pertinent documents related to a proposed ordinance which would result in the approval of DA No. 2023-073 between the City, the Applicant, and the Property Owner for a potential term of up to 10 years in exchange for public benefits; and

WHEREAS, after the close of such public hearing, the Planning Commission adopted Resolution #PC 2025-03, recommending to the City Council the approval of Ordinance No. 952.

NOW, THEREFORE, THE PLANNING COMMISSION HEREBY RESOLVES, DETERMINES, AND FINDS AS FOLLOWS:

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

SECTION 2. Pursuant to the Development Agreement Procedures, DA No. 2023- 073:

i. Is consistent with the objectives, policies, general land uses, and programs specified in the General Plan;

ii. Promotes the public health, safety, and general welfare;

iii. Is just, reasonable, fair, and equitable under the circumstances; and

iv. Provides sufficient benefit to the community to justify entering into the agreement.

SECTION 3. The Planning Commission hereby adopts this Resolution recommending to the City Council the approval of DA No. 2023-073 through the adoption of an ordinance and authorizes the City Attorney to make clarifying changes as necessary to effectuate the terms of the DA.

SECTION 4. The Planning Commission hereby transmits and recommends to the City Council the approval of an ordinance to authorize DA No. 2023-073 execution.

SECTION 5. The Project is exempt from CEQA, in accordance with CEQA Guidelines Sections 15061(b)(3) (Common Sense Exemption), and 15301 (Existing Facilities).

Resolution #PC 2025-11

SECTION 6. If any portion of this Resolution is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

PASSED, APPROVED AND ADOPTED this 16th day of April 2025.

ERNESTO RAMIREZ, CHAIRPERSON

ATTEST:

LILLY CARRILLO, PLANNING SECRETARY

APPROVED AS TO FORM:

LLOYD PILCHEN, ASSISTANT CITY ATTORNEY

CUP & DA No. 2023-073 | 7821 Eastern Avenue
Los Angeles County Assessors Map

Subject Site

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

SITE PLAN

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

FLOOR PLAN

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

ELEVATIONS

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

ELEVATIONS

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

ELEVATIONS

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE

ROOF PLAN

CUP & DA No. 2023-073 | 7821 EASTERN AVENUE
RADIUS MAPS – 500, 600 and 1,500-foot

PUBLIC NOTIFICATION

NOTICE OF PUBLIC HEARING

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2023-073 AND A

RESOLUTION RECOMMENDING APPROVAL OF AN ORDINANCE FOR A

PROPOSED DEVELOPMENT AGREEMENT AUTHORIZING A CANNABIS RETAIL USE AT 7821 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 1,748 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, April 16, 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 are both found to be 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, April 16, 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.

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
John Ramirez, Interim Community Development Director

Posted: March 27, 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

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY

TO: Honorable Mayor and Members of the City Council

FROM: Michael B. O’Kelly, City Manager

BY: Manuel Acosta, Director of Community Development

SUBJECT: Consideration of a Resolution Approving a Professional Services Agreement between the City of Bell Gardens and MNS Engineers, Inc. for CDBG/PLHA Administration Services

DATE: June 9, 2025

RECOMMENDATION:

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

1) Adopt the attached Resolution; and
2) Authorize and direct the City Manager to execute the Professional Services Agreement between the City of Bell Gardens and MNS Engineers, Inc. for the approval of CDBG/PLHA Administration Services.

BACKGROUND/DISCUSSION:

CDBG Program
The City of Bell Gardens participates in the U.S. Department of Housing and Urban Development's (“HUD”) Community Development Block Grant (CDBG) Program through the Los Angeles County Development Authority (“LACDA”). Each year, CDBG funds are allocated to cities by HUD and administered through LACDA. Participating cities, whose total population is less than 50,000, participate in LACDA’s Los Angeles Urban County CDBG Program, and receive funding based upon the total number of cities participating in the County's program. CDBG funding is also based on a city's need to provide housing, economic and social services; and community development opportunities that principally benefit persons of low-and moderate-income levels, aid in the prevention of neighborhood deterioration, and meet other urgent community development needs due to natural disasters or other emergencies.

The estimated CDBG fund allocation for Fiscal Year (FY) 2025-2026 is $501,441. The 2025-2026 CDBG Program Year funds will be available when the fiscal year begins on July 1, 2025. There is also an additional $584,126 of unallocated prior year’s CDBG funds, both allocated to the Bell Gardens Veterans Park Restroom Replacement project, for a total of $1,085,567. There are currently two (2) CDBG-funded projects:

• The Bell Gardens Veterans Park Restroom Replacement (CDBG) • The Bell Gardens Ford Park Aquatics Center (CDBG)

PLHA Program
In 2017, the State of California approved Senate Bill (SB 2), which created the Building Homes and Jobs Act and the Permanent Local Housing Allocation (PLHA) Program. The PLHA Program is the State’s first permanent source of funding for affordable housing, something cities have not had since the elimination of Redevelopment. Revenue is generated through recording fees on real estate transactions and, therefore, will vary from year to year depending on activity. Currently, there are two (2) PLHA-funded projects:

• Rental Assistance (PLHA)
• Homeless Services (PLHA)

The PLHA funds, allocated by the County of Los Angeles, provides a stable funding source for local governments to address affordable housing stock shortages in the following manners:

• Increase the supply of affordable housing;
• Increase assistance to affordable owner-occupied workforce housing; • Assist persons experiencing or at risk of homelessness; • Facilitate housing affordability; and
• Promote projects and programs to meet the local government’s unmet share of regional housing needs allocation.

The City received $250,000 for FY 2020–2021 (Year 1 Program), $585,463 for FY 2021- 2022 (Year 2 Program), $669,659 for FY 2023–2024 (Year 3 Program), $335,635 for FY 2024-2025 (Year 4 Program) and has now been allocated $227,854 for FY 2025-2026 (Year 5 Program). The City allocates these funds towards continuing the rent subsidy program, which will continue to assist in the prevention of homelessness. Initial funding was identified for eviction defense and first-time home buyer assistance. However, eviction defense was removed as one of the eligible activities statewide after Year 1 funding. The County is asking jurisdictions to use their funds, or a portion of their funds, to assist residents with a “Homeless Prevention Program,” which would be administered by the County. However, cities have the option of using the funds for other eligible activities as identified in the PLHA Program. Therefore, staff would like to continue using the funds for rental assistance since so many tenants are still on the waiting list and for City staff to administer aspects of the PLHA Residential Rental Assistance Program.

Authority to administer the PLHA funds does not alter the City Council’s authority over decision-making on individual projects and programs. Unless previously authorized by

the City Council, all funding commitments for individual multifamily projects and/or homeownership programs will be brought forth to the City Council for review and approval for the following:

1. Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing.

2. The program will provide temporary financial assistance to eligible households that have been screened through the PLHA Supportive Case Management Program.

Financial assistance will be in the form of a monthly rental subsidy. The subsidy will cover up to 40% of the household’s monthly rent for no more than one (1) year and for no less than six (6) months. Eligible households must have a minimum area median income (AMI) of 30%. Participants must be able to contribute 60% of their monthly rent.

3. The program will establish a team of skilled case managers that will identify households at risk of homelessness. Case management includes, but is not limited to, the following services: housing stability assistance, homeless prevention, guidance on tracking expenses, managing bills and prioritizing financial obligations, and review of applications for the City of Bell Gardens PLHA Residential Rental Assistance Program (RAP). Participants that are approved for the PLHA RAP will continue to receive supportive case management that provides resources for financial counseling, employment assistance, and healthcare services.

Request for Proposals (RFP) Process
The City has traditionally retained a consultant to prepare the HUD required CDBG documents and reports and to assist staff in administering both the CDBG and PLHA program. Costs associated with administering these programs are reimbursable with CDBG and PLHA funds.

Michael Baker International’s Professional Services Agreement is set to expire on June 30, 2025. In anticipation of this, on March 13, 2025, City staff released a Request for Proposals (RFP) to secure consulting services for the City’s 2025-2030 CDBG/PLHA Administration Services for a three (3) year term, with optional two (2), one (1) year extensions. In response to the RFP, the City received proposals from the following two (2) consulting firms:

• Michael Baker International
• MNS Engineers, Inc.

Specifically, the RFP requested the following scope of services:

1. Meet with City representatives to provide status updates on all CDBG projects and issues requiring immediate attention.

2. Prepare and submit to the City a quarterly status report of all CDBG projects.

3. Develop timelines for each approved CDBG project, establishing key dates for review, and accomplishment and progress monitoring.

4. Review and maintain files for all CDBG projects.

5. Develop and maintain financial spreadsheets for all CDBG projects, to include eligible reimbursements, amounts expended, reimbursements received, and balances available.

6. Monitor and maintain all financial records relevant to CDBG funded projects and reconcile any record discrepancies.

7. Review monthly reimbursement requisitions to the Community Development Authority prepared by Finance Department for all CDBG projects.

8. Gather and maintain information required for and prepare and submit all required Grantee Performance reports.

9. Perform CDBG project oversight monitoring, to include on-going monitoring and closeout review for all CDBG funded projects.

10. Establish and maintain all operating assignments with CDBG sub-recipients.

11. Conduct Davis-Bacon monitoring and contract compliance for all CDBG funded construction projects.

12. Conduct Section 3 monitoring and compliance for all CDBG funded projects.

13. Prepare all CDBG related submissions, as required by the Department of Housing and Urban Development (HUD) and the County of Los Angeles Community Development Authority (LACDA) (ex. Contract/Subcontract Activity Report, Labor Standards Report, etc.)

14. Perform liaison functions between the City and the County of Los Angeles Community Development Authority.

15. Prepare all CDBG related documents, including reports, contracts, agreements, and amendments.

16. Develop, prepare, and submit project amendments, as required, for all CDBG funded projects.

17. Advise City and ensure proper implementation of all CDBG program changes.

18. Prepare and submit a Planning Summary and all necessary documentation for the upcoming CDBG program year.

19. Conform to the mandatory regulatory provisions of the Urban County CDBG Program.

20. Be available at City Hall as necessary to complete all work items.

21. Complete Labor Compliance for individual projects as requested.

22. All other CDBG and PLHA related work as directed by City’s Community Development Director.

Evaluation of Consultant Proposals
On April 24, 2025, City staff interviewed two (2) firms in response to the RFP submitted on April 14, 2025. The interview panel consisted of the Interim City Planner, Housing Specialist II, Housing Programs Manager, and the Interim Director of Community Development. The panel reviewed the proposals and invited the firms to a virtual interview. After reviewing the scoring sheets, it was determined that MNS Engineers, Inc. received the highest average score, rated based on their experience, key personnel, project understanding/audit approach, interview presentation, qualifications, and cost.

CONCLUSION:

It is recommended that the City Council approve the attached Resolution approving a Professional Services Agreement between the City and MNS Engineers, Inc. for CDBG/PLHA Administration Services for three (3) years with the option of two (2), one (1) year extensions.

FISCAL IMPACT:

The consulting services to be provided by MNS Engineers, Inc. will not exceed $55,100.

The cost and pricing is for one (1) year of services, with a 5% (five percent) increase for each year following. The consulting services will be reimbursed with CDBG and PLHA funds. Therefore, there will be no impact to the City’s General Fund.

RESOLUTION NO. 2025-48

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL GARDENS, CALIFORNIA, APPROVING A

PROFESSIONAL SERVICES AGREEMENT BY AND

BETWEEN THE CITY OF BELL GARDENS AND MNS
ENGINEERS, INC.

WHEREAS, the City of Bell Gardens (the “City”) requires professional consulting services for implementation and administration services for the City’s CDBG Program and PLHA Program;

WHEREAS, the City issued a Request for Proposals (“RFP”) for economic development marketing services in accordance with the City’s Purchasing Policies and State Law;

WHEREAS, MNS Engineers, Inc. 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 MNS Engineers, Inc.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BELL GARDENS AS FOLLOWS:

SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporate them herein by this reference.

SECTION 2. Based upon the above recitals, the staff report accompanying this Resolution, and such other oral and written evidence, the City Council approves a Professional Services Agreement with MNS Engineers, Inc. for implementation and administration services for the City’s CDBG Program and PLHA Program.

SECTION 3. The City Council further authorizes and directs the City Manager and staff to execute the Professional Services Agreement with MNS Engineers, Inc. on the City’s behalf along with any other ancillary documents relating thereto, including any other documents consistent with and necessary to implement and effectuate the intent of the City Council as set forth in this Resolution.

SECTION 4. 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]

Resolution No. 2025-48
2 of 3
PASSED, APPROVED AND ADOPTED this 9th day of June 2025.

THE CITY OF BELL GARDENS

_____________________________
Jorgel Chavez, Mayor

APPROVED AS TO FORM: ATTEST:

__________________________ ___________________________
Stephanie Vasquez Daisy Gomez
City Attorney City Clerk

Resolution No. 2025-48
3 of 3
I, ____________________, 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 ___________________, and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_________________________
Daisy Gomez, City Clerk

1 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: 2025-2030 CDBG/PLHA Administration Services) (Parties: MNS Engineers, Inc. and City of Bell Gardens)

THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreem ent”) is made and entered into this ___________ day of __________________ 202 5 (hereinafter, the “Effective Date”) by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, “CITY”) and MNS ENGINEERS, INC. (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 professional consulting services for implementation and administration services for the CITY’s CDBG Program and PLHA Program; 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 three (3) years 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 Proposal for 2025-2030 CDBG/PLHA Administration Services” (hereinafter, “CITY RFP”) dated March 23, 2025, and the written proposal of CONSULTANT entitled “City of Bell Gardens Request for Proposals (RFP) 2025 -2030 CDBG/ PLHA

2 Administration Services” (hereinafter, the “CONSULTANT Proposal”) dated April 14, 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 P roposal. 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 P roposal, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

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 s hall 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.

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

3 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 and Pricing ” beginning on page 17 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 annual not to exceed amount of FIFTY-FIVE THOUSAND ONE HUNDRED DOLLARS ($55,100) for Year One (1); FIFTY-SEVEN THOUSAND EIGHT HUNDRED FIFTY-FIVE DOLLARS ($57,855) for Year Two (2); SIXTY THOUSAND SEVEN HUNDRED FORTY -SEVEN DOLLARS AND SEVENTY-FIVE CENTS ($60,747.75) for Year Three (3); SIXTY

THREE THOUSAND SEVEN HUNDRED EIGHTY -FIVE DOLLARS AND
FOURTEEN CENTS ($63,785.14) for Year Four (4) and SIXTY-SIX THOUSAND

NINE HUNDRED SEVENTY FOUR DOLLARS AND FORTY -FOUR CENTS ($66,974.44) for Year Five (5) (hereinafter, the “Annual Not -to-Exceed Sum”) , during the Term of this Agreement , unless such added expendit ures 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 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) 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

4 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 result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE : The CITY hereby designates Manuel Acosta, Director of Community Development (hereinafter, the “City Representative”), to act as its representative for the per formance 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 Damien Delaney, Housing Practice Lead , 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

5 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 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

6 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 un der 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,

7 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 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.

8 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.

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,

9 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.

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.

10 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 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.

11 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:

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,

12 documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to gr ant 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

13 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 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

14 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 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

15 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.

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:

MNS Engineers, Inc.
309 Pine Avenue
Long Beach, CA 90802
Attn: Damien Delaney, Housing
Practice Lead
Phone: 310-408-5052
City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: Manuel Acosta, Director of
Community Development
Phone: 562-806-7721

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

16 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 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.

17 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 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

MNS ENGINEERS, INC.:

By:_______________________________

Name:____________________________

Title:____________________

Date:_____________________

19 EXHIBIT “A”

CITY RFP

1 REQUEST FOR PROPOSALS

2025-2030 CDBG/ PLHA Administration Services

RFP Release Date
Thursday, March 13, 2025

Proposal Submittal Deadline
Monday, April 14, 2025

Contact Person:

Mona Mossayeb, Acting City Planner
7100 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7724
[email protected]

7100 Garfield Avenue • Bell Gardens, CA 90201 • (562) 806-7700 • www.bellgardens.org

2 TABLE OF CONTENTS........................................................................................................... 2 I.INTRODUCTION ................................................................................................................... 3 II. SUBMITTAL PROCEDURES/DEADLINE ........................................................................... 4 III. SCHEDULE ........................................................................................................................ 4 IV. TERMS AND CONDITIONS ............................................................................................... 5 V. SCOPE OF SERVICES ....................................................................................................... 8 VI. PROPOSAL FORMAT AND CONTENT REQUIREMENTS ............................................. 10 VII. EVALUATION CRITERIA ................................................................................................ 11 VIII. SELECTION PROCESS ................................................................................................ 12 IX.SAMPLE PROFESSIONAL SERVICES AGREEMENT ................................................... .13

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 Comm erce. The City is considered an integral part of the Los Angeles-Long Beach metropolitan area.

The City participates in the U.S. Department of Housing & Urban Development's (HUD) Community Development Block Grant (CDBG) Program and the State of California Housing & Community Development (HCD) Permanent Local Housing Allocation Program (PLHA) Program through the Los Angeles County Development Authority (LACDA). There are currently two (2) CDBG-funded projects and two (2) PLHA-funded projects:

• The Bell Gardens Veterans Park Restroom Replacement (CDBG) • The Bell Gardens Ford Park Aquatics Center (CDBG)
• Rental Assistance (PLHA)
• Homeless Services (PLHA)

The estimated CDBG fund allocation for Fiscal Year (FY) 2025-2026 is $501,441. The 2025 - 2026 CDBG Program Year funds will be available when the fiscal year begins on July 1, 2025.

There is also an additional $584,126 of unallocated prior year’s CDBG funds, both allocated to the Bell Gardens Veterans Park Restr oom Replacement project, for a total of $1,085,867.

Furthermore, approximately $1,040,695 in remaining CDBG funds are currently allocated to the on-going Ford Park Aquatics Center project, and approximately $669,659 in PLHA Year 3 funds are currently allocated to the Rental Assistance and Homeless Services programs. CDBG monies will be utilized to fund the services of the selected consultant and the expenditure of such funds shall adhere to all applicable Federal, State, County/CDA, and local regulations.

The City of Bell Gardens Community Development Department (“City”) is seeking qualified Consultants with proven expertise to submit a proposal to perform Implementation and Administration services for the City’s CDBG Program and PLHA Program for three (3) years with optional two (2), one (1) year extensions (for a total of five (5) years).

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 Request for Proposals (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 on the lowest cost proposal. If an agreement is awarded, it will be awarded to the Consultant who, in the judgment of the City, has p resented 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 is best for the City. Additionally, the City I. INTRODUCTION

4 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 resp onse. The City reserves the right to negotiate deliverables and associated costs.

Proposals must be submitted electronically via email to [email protected] and [email protected] no later than 5:00 p.m. on Monday, April 14 2025.The subject line should read “City of Bell Gardens 2025-2030 CDBG/PLHA Administration 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 Mona Mossayeb , Acting City Planner , at [email protected]. The deadline for written questions and inquiries is 5:00 p.m. on Thursday, March 27, 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:

Milestones Date
Release of RFP Thursday, March 13, 2025
Deadline for Q&A Written Submittals Thursday, March 27, 2025 Virtual Meeting Question and Answer Session Week of March 27, 2025 Proposal Submission Deadline Monday, April 14, 2025
Interviews for Qualified Consultants Week of April 14, 2025 and/or April 21, 2025
**Tentative City Council Consultant Selected/Agreement
Approval
Monday, May 12, 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, May 12, 2025 in-person or virtually, for a possible presentation to the City Council.

II. SUBMITTAL PROCEDURES/DEADLINE
III. SCHEDULE

5 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 attached and incorporated as 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 accordan ce with applicable law. Consultant should 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 CDBG and PLHA Administration Services. The length of the agreement will be for three (3) years with optional two (2), one (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 IV. TERMS AND CONDITIONS

6 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 signific ant portions of the proposal “Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as nonresponsive.

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

7 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 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.

8 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 staffing and other resources as required to assist the City to complete the following for all approved City CDBG projects and PLHA program.

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. All work items will be carried out in conjunction with City staff direction, input, and review.

A. Scope of Services:

1. Meet with City representatives to provide status updates on all CDBG projects and issues requiring immediate attention.

2. Prepare and submit to the City a quarterly status report of all CDBG projects.

3. Develop timelines for each approved CDBG project, establishing key dates for review, and accomplishment and progress monitoring.

4. Review and maintain files for all CDBG projects.

5. Develop and maintain financial spreadsheets for all CDBG projects, to include eligible reimbursements, amounts expended, reimbursements received, and balances available.

6. Monitor and maintain all financial records relevant to CDBG funded projects and reconcile any records discrepancies.

7. Review m onthly reimbursement requisitions to the Community Development Authority prepared by Finance Department for all CDBG projects.

8. Gather and maintain information required for and prepare and submit all required Grantee Performance reports.

9. Perform CDBG project oversight monitoring, to include on -going monitoring and closeout review for all CDBG funded projects.

V. SCOPE OF SERVICES

9 10. Establish and maintain all operating assignments with CDBG sub-recipients.

11. Conduct Davis-Bacon monitoring and contract compliance for all CDBG funded construction projects.

12. Conduct Section 3 monitoring and compliance for all CDBG funded projects.

13. Prepare all CDBG related submissions, as required by the Department of Housing and Urban Development (HUD) and the County of Los Angeles Community Development Authority (LACDA) (ex. Contract/Subcontract Activity Report, Labor Standards Report, etc.)

14. Perform liaison functions between the City and the County of Los Angeles Community Development Authority.

15. Prepare all CDBG related documents, including reports, contracts, agreements, and amendments.

16. Develop, prepare, and submit project amendments, as required, for all CDBG funded projects.

17. Advise City and ensure proper implementation of all CDBG program changes.

18. Prepare and submit a Planning Summary and all necessary documentation for the upcoming CDBG program year.

19. Conform to the mandatory regulatory provisions of the Urban County CDBG Program.

20. Be available at City Hall as necessary to complete all work items.

21. Complete Labor Compliance for individual projects as requested.

22. All other CDBG and PLHA related work as directed by City’s Community Development Director.

B. Requirements:

1. Past record of performance on contracts with the City, other governmental agencies or public agencies.

2. Minimum of five (5) years’ experience in CDBG/PLHA Contract Administration Services.

3. Understanding of the project requirements and compliance.

10 4. Consultant’s capacity to perform the work within the time limitations, considering the firm’s current and planned workload.

5. Have a reputation for reliability, honesty, and integrity.

6. 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 proposer’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 City. 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 proposer 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 scope of work requested, a history of the proposer’s background, and experience providing services.

b. Conflict of Interest Statement: The proposer 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 VI. PROPOSAL FORMAT AND CONTENT REQUIREMENTS

11 included.
c. The proposal must indicate who will have primary responsibility for this work.

3. Office location and accessibility to the City.

4. 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.

5. Cost and Pricing:

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

b. Hourly fee schedule shall be submitted with the proposal. 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.

6. Pending Litigation:

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

7. 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.”

12 The award of this agreement will be made to the most qualified Consultant whose proposal complies with the prescribed requirements. The City reserves the right to reject any and 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 investigations are made as to the responsibility and qualifications of the firm/individual(s) to whom it is proposed to make such award.

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

• Technical approach to scope of work;
• Experience of Consultant and their team in providing CDBG and PLHA Program Administration Services;
• Minority Ownership/Employment as defined by the County of Los Angeles Community Development Authority and HUD;
• Cost and pricing; and
• Proposer’s proposed revisions to the City’s professional services agreement, if any.

Participation in the required interviews will be at the expense of the proposer. The interview panel will be made up of staff members or representatives from 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 will be considered, with respect to the ability to perform effectively and efficiently the Scope of Services, as 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 professional services 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).

VII. EVALUATION CRITERIA

13 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 Consultant 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

1 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 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 ________ (___) 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

2 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 d ocument entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further.

In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

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

3 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) 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 result 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,

4 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;

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

5 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 obligatio ns 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

6 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.

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

7 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 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.

8 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.

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.

9 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.

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.

10 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.

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:

11 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 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

12 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 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 CONSULTA NT, 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
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,