Agenda packet — Bellflower City Council, September 26, 2022 (part 3 of 4)

2 Bellflower City Council Minutes Item No. 3 September 12, 2022 Page 2 of 9

3 RECESS TO CLOSED SESSION – Continued

For the record, Closed Session adjourned at 5:57 p.m.

4 RECONVENE FOR OPEN SESSION

Mayor Dunton reconvened the meeting at 7:04 p.m. For the record, there was no reportable action.

7:00 P.M. – OPEN SESSION

5 CALL TO ORDER

Mayor Dunton called the Regular Meeting to order at 7:03 p.m.

6 ROLL CALL

The following Members of the City Council responded present to roll call:

Mayor Ray Dunton
Mayor Pro Tem Sonny R. Santa Ines
Council Member Raymond Y. Hamada
Council Member Dan Koops
Council Member Victor A. Sanchez

Staff Participants:

Jeffrey L. Stewart, City Manager
Karl H. Berger, City Attorney
Mayra Ochiqui, City Clerk
Len Gorecki, Assistant City Manager / Director of Public Works Elizabeth Corpuz, Director of Planning and Building Services Jim DellaLonga, Director of Economic Development
Jason P. Clarke, Senior Planner
Travis Sais, Assistant to the City Manager
Dakota Wallace, Management Assistant

7 INVOCATION

Council Member Victor A. Sanchez offered the Invocation.

8 PLEDGE OF ALLEGIANCE

Director of Economic Development Jim Dellalonga led the assembly in the Pledge of Allegiance.
3 Bellflower City Council Minutes Item No. 9-A September 12, 2022 Page 3 of 9

9-A CITY COUNCIL ANNOUNCEMENTS

Mayor Dunton provided details relative to an incident that occurred on September 8, 2022, and clarified that the incident did not have any connection to a deputy pursuit that began at the same time in the City of Paramount.

Mayor Pro Tem Santa Ines provided details relative to the 24th Annual Bellflower Car Show to be held on September 24, 2022.

Council Member Hamada provided details relative to Metropolitan Water District’s request to suspend outdoor watering for 15 days, ending September 20, 2022.

Council Member Sanchez provided details relative to the City’s partnership with 37Oaks and Emprendedor@s, which are offering eight-week programs designed to support local product-based merchants in English and Spanish, respectively.

Council Member Koops provided details relative to the Bellflower and Lakewood Chamber of Commerce’s networking mixer to be held on September 14, 2022, and the Bellflower Chamber of Commerce’s next Monthly Morning Mingle to be held on September 27, 2022.

9-B National Hispanic Heritage Month

Mayor Dunton and his City Council colleagues recognized September as National Hispanic Heritage Month and presented a proclamation to Vice President of Miss Bellflower Pageant Eileen Tovar and other members of the Miss Bellflower court.

10 PUBLIC COMMENTS

Cheryl Williams, resident, 1) thanked the City Council for the Aquatic Center being open on Labor Day, stating she had a wonderful time utilizing the pool; and 2) suggested that the City install lockers at the Aquatic Center to allow residents to safely lock up their belongings when using the pool.

Darlene Palacios, resident, addressed the City Council regarding a homicide that occurred on September 4, 2022, at the intersection of Rose Street and Clark Avenue, 1) stating that accidents and deaths occur frequently in this intersection; 2) expressed the opinion that the crosswalk and neon signs do not assist with the traffic; 3) noted that the intersection was shown on a television program that demonstrated that vehicles do not stop for pedestrians; and 4) requested the City Council do something to make the intersection safer for the residents in the area, suggesting yellow blinking lights.

In response to comments provided by Darlene Palacios, Mayor Dunton that the Public Safety Department would look into it.
4 Bellflower City Council Minutes Item No. 11-A September 12, 2022 Page 4 of 9

11 PUBLIC HEARINGS

A Consideration and possible action to conduct a public hearing to consider an application from 16411 Bellflower, LLC to modify the Transit Oriented Mixed-Use Development Project located at 16411 Bellflower Boulevard as proposed by 16411 Bellflower, LLC; adopt Resolution No. 22 -43; and introduce and waive first reading of Ordinance No. 1418.

Resolution No. 22-43 – A Resolution approving TOD PR 5-22-13051 to allow a modification and reconfiguration of a previously approved commercial building for retail, restaurant, and entertainment uses within the Downtown Bellflower TOD Specific Plan, and approving an addendum to Mitigated Negative Declaration No. MND 20-01 for property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022]

Ordinance No. 1418 – An Ordinance approving the first amendment to Development Agreement File No. 837.1, in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC, to modify and reconfigure the mixed-use development project within the Downtown Bellflower TOD Specific Plan on property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022]

CEQA: The City Council previously approved a mitigated negative declaration (“MND”) for the originally approved project on June 22, 2020 via Resolution No. 20-29 (Case No. MND 20-01). For the revised project, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., “CEQA”) and the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the “CEQA Guidelines”). An Addendum to MND was prepared pursuant to the requirements of CEQA Guidelines § 15164. Pursuant to CEQA, the Addendum need not be circulated for public review (CEQA § 15164(c)). It must, however, be considered by the City Council before it makes a decision regarding the project (CEQA § 15164(d)). Based upon the Addendum, no new significant impacts would occur with the revised project.

City Manager Stewart introduced the item and read by title Ordinance No. 1418.

For the record, Mayor Dunton 1) announced that he would recuse himself from this item due to a conflict of interest, as he owns a property within 500 feet of the subject area; and 2) left the dais and Council Chambers at 7:23 p.m.

Senior Planner Clarke provided a PowerPoint presentation of the Staff Report.

Following discussion, it was moved by Council Member Koops, seconded by Council Member Sanchez, and carried without objection, to re-open the public hearing.
5 Bellflower City Council Minutes Item No. 11-A September 12, 2022 Page 5 of 9

11 PUBLIC HEARINGS – Continued

Anuj Dua, Architect, Serrano Development Group Inc., 1) stated that he met with the Modified Economic Development Subcommittee, comprised of Mayor Pro Tem Santa Ines and Council Member Koops, and based the improvements being presented on the feedback received at the previous meeting; 2) presented the architectural changes; and 3) responded to Council Members’ questions.

Jason Tolleson, Applicant Representative, Serrano Development Group Inc ., 1) Thanked the City Council for their patience; and 2) responded to Council Members’ questions.

Cheryl Williams, resident, expressed the opinion that 1) she is very pleased with the improvements presented; 2) the development evokes the feeling of what Bellflower used to be; and 3) it will be a contribution to the overall City.

There being no one else in attendance wishing to present testimony, it was moved by Council Member Hamada, seconded by Council Member Sanchez, and carried without objection, to close the public hearing.

Following discussion, it was moved by Council Member Koops, seconded by Council Member Sanchez, and carried by the following roll call vote, to 1) adopt Resolution No. 22-43; and 2) introduce and waive first reading of Ordinance No. 1418 amending the Development Agreement affecting the movie theatre use :

AYES: Council Members - Koops, Sanchez, Santa Ines, and Hamada
RECUSE: Council Members - Mayor Dunton

For the record, Mayor Dunton returned to the Council Chambers and dais at 7:46 p.m.

B Consideration and possible action to conduct a public hearing to adopt Resolution No. 22-55 - A Resolution approving an amendment to the Fiscal Year 2019-2020 Annual Action Plan and an amendment to the Fiscal Year 2020-2021 Annual Action Plan to reallocate Home Investment Partnership (HOME) Funds.

City Manager Stewart introduced the item.

6 Bellflower City Council Minutes Item No. 11-B September 12, 2022 Page 6 of 9

11 PUBLIC HEARINGS – Continued

B Consideration and possible action to conduct a public hearing to adopt Resolution No. 22-55 – Continued

Consultant Ananikyan 1) provided a brief verbal presentation of the Staff Report; and 2) along with Director of Economic Development DellaLonga, responded to Council Members’ questions.

Following discussion, it was moved by Council Member Koops, seconded by Mayor Pro Tem Santa Ines, and carried without objection, to open the public hearing.

There being no one in attendance wishing to present testimony, it was moved by Council Member Koops, seconded by Council Member Hamada, and carried without objection, to close the public hearing.

It was moved by Mayor Pro Tem Santa Ines, seconded by
Council Member Hamada, and carried by the following roll call vote, to adopt Resolution No. 22-55:

AYES: Council Members - Koops, Sanchez, Santa Ines, Hamada, and Mayor Dunton

12 ORDINANCES AND RESOLUTIONS FOR CONSIDERATION

None

13 CONSIDERATION ITEMS

None

14 CONSENT CALENDAR

For the record, 1) City Manager Stewart announced that staff would like to remove Item 14-G (Repairs for light fixtures at the Bike Trail) from the Consent Calendar; 2) Council Member Koops requested Item 14-A (Warrant Register) be pulled for a question only; 3) Mayor Pro Tem Santa Ines and Council Member Hamada requested that Item 14-D (Bellflower Gateway Sign) be pulled for comments and questions only; and 4) Council Member Hamada requested Item 14-F (In-Home Broadband Access Program) be pulled for comments only.

7 Bellflower City Council Minutes Item No. 14 September 12, 2022 Page 7 of 9

14 CONSENT CALENDAR – Continued

With regard to Item 14-A (Warrant Register), Council Member Koops requested and received clarification from Assistant City Manager/Director of Public Works Gorecki relative to 1) the monthly bills received for water services are for all meters and not solely for Riverview Park; and 2) the City and residents need to adhere to Metropolitan Water District’s suggested suspension of outdoor watering until September 20, 2022.

With regard to Item 14-D (Bellflower Gateway Sign), 1) For the benefit of the public, Mayor Pro Tem Santa Ines stated that the Gateway Sign will be on the southwest corner of Alondra Boulevard and Bellflower Boulevard to welcome people into the City and requested staff share the renderings of the project in a presentation at a future meeting; and 2) Council Member Hamada requested and received clarification from a) Director of Economic Development DellaLonga with regard to the site plan being an updated rendering from the picture presented in the Staff Report, confirming that the sign and sculpture will be in the decomposed granite area and will not be near the sidewalk due to maintenance purposes ; and b) City Manager Stewart with regard to no additional parking spaces for the site due to a lack of interest from Union Bank.

With regard to Item 14-F (In-Home Broadband Access Program), Council Member Hamada informed residents that the City is addressing the digital divide by providing an opportunity to receive In-Home Broadband access with this program.

Noting the removal of Item 14-G (Repairs for light fixtures Bike Trail), it was moved by Council Member Koops, seconded by Mayor Pro Tem Santa Ines, and carried without objection, to approve the balance of the actions stipulated on the Consent Calendar.

A Consideration and possible action to receive and file City Council Warrant Register No. 23-031, dated September 12, 2022.

Action: Received and filed Warrant Register No. 23-031.

B Consideration and possible action to 1) Adopt Resolution No. 22 -52 – A Resolution adopting the 2022 Conflict of Interest Code for the City of Bellflower in accordance with the Political Reform Act, and superseding Resolution No. 20-61; and 2) receive and file the Bellflower Public Facilities Corporation’s 2022 Local Agency Biennial Notice determining that no amendment is required to its Conflict of Interest Code. ______________ Action: 1) Adopted Resolution No. 22-52; and 2) Received and filed the Bellflower Public Facilities Corporation’s 2022 Local Agency Biennial Notice.

Bellflower City Council Minutes Item No. 14 8 September 12, 2022 Page 8 of 9

14 CONSENT CALENDAR – Continued

C Consideration and possible action to authorize the City Manager to execute Agreement File No. 684.4 with Tripepi Smith & Associates, in a form approved by the City Attorney, for video production, recording, editing, and support services.

Action: Authorized the City Manager to execute Agreement File No. 684.4, in a form approved by the City Attorney.

D Consideration and possible action to adopt Resolution No. 22 -53 – A Resolution approving the Plans and Specifications for the Bellflower Gateway Sign (Specifications No. 22/23-06), pursuant to Government Code §830.6; establishing a project payment account and authorizing solicitation of bids._______________________________________________ Action: 1) Adopted Resolution No. 22-53; and 2) Authorized the City Manager, or designee, to execute the necessary documents for the General Fund to loan funds to the Public Arts Fund.

E Consideration and possible action to approve the Minutes of the August 24, 2022, Special Meeting of the City Council.

Action: Approved the August 24, 2022, Special Meeting Minutes.

F Consideration and possible action to approve the In-Home Broadband Access Program policies and procedures
Action: Approved the In-Home Broadband Access Program policies and procedures.

[Removed from the Consent Calendar]
G Consideration and possible action to adopt Resolution No. 22-54 – A Resolution adopted pursuant to Public Contract Code § 20168 finding that an emergency exists within the City and authorizing contracting without the need for bidding pursuant to § 22050 and Bellflower Municipal Code Chapter

2.20 for the repairs to the light fixtures at the West Branch Greenway Multi-Modal Transportation Corridor (the “Bike Trail”) due to wire theft and finding that the project is exempt from review under the California Environmental Quality Act as an emergency project. ___________________ Action: Adopted Resolution No. 22-54; and 2) Authorized the City Manager, or designee, to execute a contract, in a form approved by the City Attorney, with Luster Electric Inc. (Luster).

15 COUNCIL REPORTS

Council Member Hamada, Council Member Koops, Council Member Sanchez, Mayor Pro Tem Santa Ines, and Mayor Dunton made various comments and reports.

Bellflower City Council Minutes Item No. 15 9 September 12, 2022 Page 9 of 9

15 COUNCIL REPORTS – Continued

At the request of Council Member Hamada, Planning and Building Services Director Corpuz announced that the City’s Housing Element recently received certification by the State.

For the record, Council Member Hamada and Council Member Sanchez reported that they attended the League of California Cities Annual Conference and provided information relative to some of the sessions attended.

At the request of Council Member Koops, for the benefit of the public, Council Member Sanchez provided additional information relative to what the League of California Cities organization is and why the City is a part of that.

For the record, without objection, Mayor Dunton requested the meeting be adjourned in memory of City of Lakewood Former Mayor and Council Member, Joe Esquivel.

16 ADJOURNMENT

Without objection, Mayor Dunton adjourned the meeting at 8:13 p.m., in memory of Joe Esquivel, to the next Regular Meeting of the Bellflower City Council at 5:30 p.m. on Monday, September 26, 2022.

Ray Dunton, Mayor
City of Bellflower

Attest:

Mayra Ochiqui, City Clerk
Approved: September 26, 2022

10 4T0411 OF 15ELLFz0 Wim'
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Elizabeth Corpuz, Director of Planning and Building Services Jason P. Clarke, Senior Planner
SUBJECT: Consideration and possible action to waive further reading and adopt Ordinance No. 1418 — An Ordinance approving the first amendment to Development Agreement File No. 837. 1, in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC, to modify and reconfigure the mixed-use development project within the Downtown Bellflower TOD Specific Plan on property located at 16411 Bellflower Boulevardl; Applicant and Developer: 16411 Bellflower, LLC.

DATE:

September 26, 2022

EXECUTIVE SUMMARY
Ordinance No. 1418 was introduced on September 12, 2022. Accordingly, second reaWHY and adoption is recommended. If adopted, the ordinance will take effect in 30 days.

RECOMMENDATION TO CITY COUNCIL
1) Waive further reading and adopt Ordinance No. 1418; or 2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
If an entertainment tenant does not occupy a portion of the commercial building, the owner must pay the City liquidated damages of up to X500,000 as outlined in the amended Development Agreement.

ATTACHMENTS
OrdinanceNo. 1418..........................................................................................2 —1-

CITY OF BELLFLOWER
ORDINANCE NO. 1418

AN ORDINANCE APPROVING THE FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT FILE NO. 837.11 IN A FORM APPROVED

BY THE CITY ATTORNEY, BY AND BETWEEN THE CITY OF
BELLFLOWER AND 16411 BELLFLOWER, LLC, TO MODIFY AND

RECONFIGURE THE MIXED-USE DEVELOPMENT PROJECT WITHIN

THE DOWNTOWN BELLFLOWER TOD SPECIFIC PLAN ON
PROPERTY LOCATED AT 16411 BELLFLOWER BOULEVARD,
APPLICANT AND DEVELOPER: 16411 BELLFLOWER, LLC
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings. The City Council finds and declares as follows:

A. On July 13, 2020, the City Council adopted Ordinance No. 1391 approving Development Agreement File No. 837.1 ("Agreement"), in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC ("Owner"), to facilitate development of a Transit Oriented Development (TOD) Mixed -Use Project ("Project including parking license agreements for some of the required off-street parking, on property located at 16411 Bellflower Boulevard, 9735 Oak Street, and 9742 Mayne Street;
B. On June 29, 2022, the Owner filed an application to reconfigure the portion of the Project formerly referred to as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants located on Parcel A (16411 Bellflower Boulevard);
C. On August 8, 2022, the City Council opened the public hearing, closed the public hearing and continued the matter to September 123 2022; D. On August 31, 2022, the Owner submitted revised plans to reconfigure the portion of I formerly referred to as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants located on Parcel A (16411 Bellflower Boulevard);
E. The City and Owner desire to amend the Agreement ("Amendment") affecting the movie theater use;
F. The City reviewed the environmental impacts of the revised Project in accordance with the California Environmental Quality Act (Public Resources Code §§ 21000, of seq., "CEQA"), and the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, of seq., the "CEQA Guidelines"). As a result, an addendum to Mitigated Negative Declaration No. MND 20-01 was prepared;
G. On September 12, 2022, the City Council adopted a resolution approving an addendum to the Mitigated Negative Declaration and the Project modifications (identified by the City as Case No. TODPR 5-22-13051) including, without limitation, all applicable conditions of approval;
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City of Bellflower
Ordinance No. 1418

Page 2 of 6 ends

H. For the reasons set forth below and in the Amendment attached as Exhibit "A," and incorporated by reference, the City Council found that the City would glean additional public benefits from the revised Project;
I. It is in the public interest to approve the proposed Project; and J. The City Council considered the information provided by City Staff and public testimony, and the Applicant. This Ordinance, and its findings were made based upon the entirety of the administrative record including without limitation, evidence presented to the City Council at its August 8, 2022 and September 12, 2022, hearings.

SECTION 2. General Plan Findings. Pursuant to Government Code § 65867.5, the City Council finds the following:

A. For the same reasons set forth in the addendum to the MND and Resolution No. 22- 13, which is incorporated by reference into these findings, the Amendment is consistent with the General Plan of the City of Bellflower. The Amendment furthers the goals of the General Plan and is in the interest of the general community welfare in that the Amendment will, among other things, facilitate the development of the subject site that is currently vacant and underutilized, which is consistent with the following General Plan policies:

1. General Plan Land Use Element General Goal 1: "Discourage disjoint land use patterns";

2. General Plan Land Use Element General Goal 2: "Create a City that functions efficiently, is aesthetically pleasing, and makes the best use of its various resources";

3. General Plan Land Use Element General Goal 5: "Provide incentives for reinvestment in aging built -out developments and encourage consolidation of properties for higher quality land uses and designs",

4. General Plan Land Use Element General Policy 1.1: "Provide land U se designations which match actual viable uses";

5. General Plan Land Use Element General Policy 1.2: "Encourage opportunities to sensitively integrate different, but compatible, land uses";

6. General Plan Land Use Element General Policy 2.1: "Create opportunities wherein a population diverse in terms of income, age, occupation, race, lifestyle, values, interest, and religion may interact, exchange ideas, and realize common goals";
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City of Bellflower
Ordinance No. 1418

Page 3 of 6 ends

7. General Plan Land
commercial facilities
community';
Use Element General Policy 2.2: "Provide
to meet the retail and service needs of the

8. General Plan Land Use Element General Policy 2.12: "Develop strong themes identifying Bellflower as a city of visual and community quality'; and

9. General Plan Land Use Element Mixed Use Policy 1: "Allow for innovative and/or neo -traditional uses in established areas." B. The Amendment also provides certainty in planning and construction as well as orderly development, while providing assurance to the Applicant that it may construct the Project.

SECTION 3. Environmental Review Findings. The City Council finds as follows:

A. An Initial Study was previously prepared for the TOD Mixed -Use Project in accordance with CEQA Guidelines § 15063 which showed that, if mitigated, the Bellflower TOD Mixed -Use Project would not cause any significant environmental impacts.

B. Pursuant to CEQA Guidelines � 15070(b), the City previously prepared and adopted a Mitigated Negative Declaration (MND) of Environmental Impacts for the Bellflower TOD Mixed -Use Project and a Notice of Determination was filed.

C. In accordance with CEQA Guidelines § 15164, the City as the lead agency determined that the proposed revisions to the Project are minor and an addendum to the MND was prepared.

D. The addendum analyzed the Project modifications and it was determined that the Project would not result in a significant environmental impact not previously considered in the MND.

SECTION 4. Notice of Determination. The City Manager, or designee, is directed to file a Notice of Determination in accordance with CEQA �§ 21152, 21167(f); CEQA Guidelines § 15094; and any other applicable law.

SECTION 5. General Plan and Zoning. The revised Project conforms to the Bellflower General Plan, asset forth in Section 2. In addition, tf•ie revised Project conforms to the Transit Oriented Development Specific Plan No. 8 (TODSP), and Title 17 (Zoning) of the BMC in that the zoning classification for the Project site is Downtown Bellflower Transit Oriented Development Specific Plan (TOD SP), and includes the Town Center (TC -1) District, Area 1 and the Bellflower Village Overlay Zone — North (BVOZ-N) and are included in Planning Area 3, which allows for commercial and mixed-use development. —4—

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-. No. 1418
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SECTION 6. Use of Public Parking Facility Findings. Pursuant to Resolution No. 17-52, adopted August 28, 2017, the City Council still finds the following facts exist:

A. The proposed development is located in the BVOZ-N of the TODSP B. The site plan for the proposed development is consistent with neighboring development. The submitted plans were evaluated and have been determined to be in compliance with the development standards of the TOD SP. The proposed uses are compatible with the various existing businesses which currently provide retail/restaurant/alcohol service and a comedy theater.

C. There are four public parking facilities within 300 feet of the proposed development (totaling 503 parking spaces) and one public parking facility within 500 feet of the proposed development (totaling 93 parking spaces).

D. With the completion of the City's parking structure, there are approximately 1,093 public parking spaces available within the vicinity. A parking survey was conducted in June 2019, which found that during peak demands of evenings and weekends, there were 283 parking spaces available on public parking lots. The number of parking spaces proposed to be transferred to the public parking lots could be accommodated based on the available parking observed at the time the survey was conducted.

SECTION 7. Public Benefits. The Amendment provides for public benefits including, without limitation:

A. The Project is part of City's downtown and its revitalization is crucial for the economic revitalization of the downtown;
B. The Project is located on underutilized property. Improving the property through private investment is a critical component of City's overall plan for a thriving downtown;
C. Providing fiscal benefits to City's general fund in terms of increased property and sales taxes;
D. Providing short-term construction employment within City; E. Enhancing access to City's public recreational facilities by providing a transit -oriented development Project within walking distance to a Class III bikeway, the future Downtown Bellflower Station for the West Santa Ana Branch Transit Corridor Light Rail, Pirate Park, and the Mayne Events Center; and
F. The Project prevents the spread of blight in the downtown by reusing and repurposing the currently vacant former Greek Market building. The project enhances the appearance of the community through creative design of buildings, structures, and facilities.

City of Bellflower
Ordinance No. 1418

Page 5 of 6 ends

SECTION 8. Incorporation of Amended Development
Execution. In accordance with Government Code §§ 65864, E approves the Amendment in substantially the form attached incorporated into this Ordinance by reference.

Agreement; Changes;
t seq. this Ordinance
as Exhibit "A," and
A. The Amendment may be changed before execution as authorized by the City Council during the public hearings for the Project.

B. The Amendment may be changed before execution for minor clarifications and technical, clerical, corrections as approved by the City Attorney including, without limitation, completion of references, status of planning approvals, and completion and conformity of all exhibits to the Amendment.

C. The City Council authorizes the Mayor to execute the Amendment on the City's behalf. The City Manager, or designee, is authorized to execute amendments or operative memoranda as permitted by the Agreement, in a form approved by the City Attorney.

SECTION 9. Construction. This Ordinance must be broadly construed in order to achieve the purposes stated in this Ordinance. It is the City Council's intent that the provisions of this Ordinance be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Ordinance.

SECTION 10. Enforceability. Repeal of any provision of the Bellflower Municipal Code does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance.

SECTION 11. Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the matter. The determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.

SECTION 12. Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions: Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.

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irdinance No.
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SECTION 13. Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.

SECTION 14. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

SECTION 15. Publications. The City Clerk is directed to certify the passage and adoption of this Ordinance; make a note of the passage and adoption in the records of this meeting; and, within 15 days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.

SECTION 16. The City Clerk is directed to certify the passage and adoption of this Ordinance, cause it to be entered into the City of Bellflower's book of original ordinances, make a note of the passage and adoption in the records of this meeting, and, within fifteen days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.

SECTION 17. Effective Date. This Ordinance becomes effective on the 30th day following its passage and adoption.

ORDINANCE NO. 141 HAD ITS FIRST READING ON SEPTEMBER 12, 2022, ITS SECOND READING ON SEPTEMBER 26, 2022, AND WAS DULY PASSED,

APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS REGULAR MEETING OF SEPTEMBER 26,2022M ATTEST:

MCarl H. Berger, City Att®rney
ATTACHMENT: Exhibit A —First Amendment to Development Agreement File No. 837.1 —7—

Exhibit A
First Amendment to Development
Agreement File No. 837.1
_8_

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO.

CITY CLERK

CITY OF BELLFLOWER
16600 CIVIC CENTER DRIVE
BELLFLOWER, CA 90706

EXEMPT FROM RECORDER' S FEES
Pursuant to Government Code § 6103

FIRST AMENDMENT TO

OWER TOD MIXED-USE PROJEC
EVELO
AG
This First Amendment to Development Agreement (the "First Amendment") is made as of September 26, 2022 by and between 16411 Bellflower, LLC, a California limited liability company ("Owner") and the City of Bellflower, a general law city and municipal corporation (the "City") (the City together with Owner referred to as the "Parties"). The Parties agree as follows:

1. Recitals. The Parties execute this First Amendment with reference to the following:

A. City and Owner executed a Development Agreement effective August 12, 2020 (the "Agreement") and recorded November 9, 2020 as Document No. 20201419960 in the Official Records of Los Angeles County regarding development of the Bellflower TOD Mixed -Use project ("Project") on that real property identified in attached Exhibit "1" (the "Property"), which is incorporated by reference. Unless the contrary is stated or, clearly appears from the context, the following definitions govern the construction of the words and phrases used in this First Amendment. Words and phrases not given a meaning by this First Amendment have the meaning set forth in the Agreement.

B. Section 6.03 of the Agreement provides that the Agreement may be amended from time to time upon the mutual written consent of City and Developer.

C. The Agreement included provisions related to development of the Project, including the Theater Component and Residential Component. The Residential Component is now under construction.

D. Developer filed an application with City for TOD Project Review modifications (No. 5-22-13051) that would reconfigure the portion of the Project currently identified as the Theater, Theater Retail, and Theater Component to facilitate a greater range of retail tenants in the approximately 14,062 square foot retail portion of the Property as shown in Exhibit A. Consistent with Section 3.13 of the Agreement, approval of the Project Review modifications continues to constitute the Project Approvals as referenced in the Agreement.

E. The application for TOD Project Review modifications has been reviewed pursuant to the California Environmental Quality Act (Pub. Res. Code Section 21000 et. seq.).

An addendum to the previously adopted Mitigated Negative Declaration was prepared

Page 1 of 5 ends

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and determined that the TOD Project Review modifications would not result in a significant environmental impact not previously considered in the Mitigated Negative Declaration. On August 8, 2022 and September 12, 2022, the City Council held a duly noticed public hearing and on September 12, 2022 approved TOD PR 5-22- 13051, the addendum to the Mitigated Negative Declaration, and the amendments incorporated in this First Amendment.

F. The Parties desire to clarify the provisions related to implementing the Theater, Theater Retail, and Theater Component of the Project.

2. Replacement of Theater and Theater Retail with General Retail. As a broader range of retail tenants are now expected to occupy the portion of the Project previously referred to as the Theater Component, references to the "Theater" and "Theater Retail" are replaced with "Retail" and "Theater Component" is replaced with the "Retail Component" as shown in Exhibit A, which is incorporated by reference.

3. Entertainment Tenant. Within one year after City issues a temporary certificate of occupancy on the Retail Component, Owner must have executed a lease with an Entertainment Anchor for the Retail Component and provide notice of such proposed lease execution to the City Manager. Entertainment Anchor must be open for business within nine months of lease execution ("Entertainment Anchor Deadline"). Notwithstanding the foregoing, the Entertainment Anchor Opening Deadline may be tolled and extended for any cause as described in Section 7.08 [Impossibility of Performance; Extensions] in the Agreement. An "Entertainment Anchor" means one of the following: theatre, live music venue, bowling, or other retail that provides the customer with an entertainment experience. For the sake of clarity, the obligation to lease a portion of the Retail Component to an Entertainment Anchor provided in this Section 3 replaces the best efforts obligation to complete the Theater as provided in Section 4.01.01 of the Agreement and the obligation as provided in Section 4.02.02 of the Agreement to have a qualified entity operating the Theater. Notwithstanding the foregoing, Laemmle Theaters, LLC or its affiliate is a pre -approved theater tenant. Any Entertainment Anchor other than the pre -approved theater tenant, and notwithstanding the foregoing, must be approved by the City Council within 30 days of Owner providing a written request for approval with City. Such approval will not be unreasonably withheld.

It is anticipated, but not required, that consideration of any such Entertainment Anchor will be placed on the City Council's consent calendar with a recommendation from the City Manager.

4. Liquidated Damages. The Part
ies agree that satisfaction of the Entertainment
Anchor Deadline is a material term in this Amendment. Among other things, satisfaction of the Entertainment Anchor Deadline represents a significant increase in sales tax revenue to City. Any delay or failure to satisfy the Entertainment Anchor Deadline will result in a financial loss to City.

A. The Part
ies also recognize that it will be impracticable to determine actual damages which City will sustain in the event of or by reason of the delay. Accordingly, instead of requiring any such proof, City and Owner agree that as liquidated damages for delay (but not as a penalty) of the Entertainment Anchor Deadline, Owner must pay City the amounts below as specified. It is further agreed that the amount stipulated for liquidated damages is a reasonable estimate of the damages that would be sustained by City, and Owner agrees to pay such liquidated damages as herein

Page 2 of 5 ends

-10-

provided. If Owner neglects, refuses, or fails to pay City as provided in this Section, any amounts are deemed a debt to City, will accrue interest at the statutory rate, and City may use any legal means to recoup such debt at Owner's cost including, without limitation, attorney's fees.

B. If Owner fails to satisfy the Entertainment Anchor Deadline in accordance in Section 3, above, and has not cured such failure within 90 days after written notice of such failure, Owner must pay the damages ("Damages") to City in accordance with the payment schedule below. The Damages are payable within 30 days after an uncured default, and every year thereafter that there is no Entertainment Anchor tenant in business, subject to Section 4(C) below:

Y+�ar R��yrnen�
1 2,000.00
2 28,68.92
3 29384.54
4 30,102.27
5 30,837.53
6 31159036
7 $ 32,362.38
8 33,1.52.5
9 33,962.62
10 34,792418

11. 35164139
12 36,512.57
13 37,404.41
14 38131.8.03
15 39125.97
C. Should Owner not secure an Entertainment Anchor by the Entertainment Anchor Deadline, but secures an Entertainment Anchor thereafter, the Owner is not obligated to pay the damages for the next year and years thereafter. At the end of the term of the Agreement, the Owner will have no further obligation to pay Damages.

D. Owner's obligation to pay the foregoing damages is subordinate to any Deed of Trust now or hereafter encumbering the Property that secures a petrnanent loan for the Project.

5. Retail Parking. Consistent with Section 4.02.03 and 4.02.04 of the Agreement, off- streetparking for the Retail may continue to be transferred to designated off-site parking locations, consistent with Section 4.10.3(E)(3) of the Transit Oriented Development Specific Plan authorizing the transfer of commercial parking to designated off-site parking locations by a Parking License Agreement with City. For the sake of clarity, the Form of the Parking License Agreement for the

Page 3 of 5 ends

-11-

Retail attached as Exhibit B to this Amendment replaces Exhibit E.1 [Form of the Parking License Agreement for Theater] and Exhibit E.2 [Form of the Parking License Agreement for Theater Retail] as further described in Section 4.02.07 of the Agreement. Duri furng the term of the Parking License.

Agreement no additional parking or in lieu fees will be required for the Retail use other than as required by New Other Laws.

Other Change. Except as expressly clarified by this First Amendment, all of the terms and conditions of the Agreement remain unchanged and in full force and effect.

7. Miscellaneous. Terms and conditions of this First Amendment may not be waived, amended or modified except in a writing executed by the Parties. This First Amendment may be executed in multiple counterparts, each of which are deemed an original and all of which constitute one and the same First Amendment.

8. Recordation. The parties will record this First Amendment in the Office of the Los Angeles County Recorder in the manner set fort
h in Government Code § 65868.5.
[SIGNATURES ON NEXT PAGE]

Page 4 of 5 ends

-12-

CITY:

CITY OF BELLFLOWER,
a municipal corporation
Jeffrey L. Stewart, City Manager
City Manager
ATTEST:

Mayra Ochiqui,
City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
OWNER:
16411 BELLFLOWER, LLC,
a California limited liability company
By:

Page 5 of 5 ends

Jason Tolleson, Manager
Vice President
-13-

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

STATE OF CALIFORNIA

COUNTY OF
On
before me,
ss.
[here insert name and title of officer]
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
-� 4-
(Seal)

STATE OF CALIFORNIA

COUNTY OF
On
before me,
sS*
[here insert name and title of officer]
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature,
(Seal)
-15-

Exhibit A
[Retail Component Site Plan —First Floor]
MAYNE ST. -- --�
�
-16-

Exhibit A
[Retail Component Site Plan — Second Floor]

Exhibit B
Form of Parking License Agreement for Retail
LICENSE AGREEMENT FILE NO. BETWEEN THE

CITY OF BELLFLOWER AND
16411 BELLFLOWER, LLC
THIS LICENSE AGREEMENT ("Agreement") is made and executed this day of in the year between the CITY OF BELLFLOWER, a
municipal corporation ("City"), and 16411 Bellflower, LLC, a California Limited Liability Company ("Developer"). The Parties agree as follows:

1. LICENSE; DESCRIPTION OF PROPERTY. City licenses for Developer to use, on the terms and conditions in this License, the public parking lots and facilities ("Public Parking") located within the Bellflower Village Overlay Zone — North (BVOZ-N) for approximately square feet of space located at Bellflower Blvd., which is part of the Bellflower TOD Mixed -Use Project development ("Project") at 16411 Bellflower ("Property"). The intended use of the space will be a [update to identify specific use, e.g. General Commercial, Specialty Commercial or Restaurant/Bar]("Retail") use within the BVOZ-N. The location of the Project Property is depicted on the map attached as Exhibit "1," and the specific location of the Retail within the Project Property is shown in Exhibit "2," both of which are incorporated by reference.

The Public Parking is depicted on the map attached as Exhibit "3," and incorporated by reference.

City's action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the Public Parking solely for meeting parking requirements set forth in Section 4.10.3(E)(3) of the TOD SP and as contemplated by Development Project Review No. 1-20-1063 0 adopted by Resolution No. 20-29 on June 22, 2020, as further described in that certain Development Agreement between City and Developer on August 12, 2020 recorded in the Official Records of Los Angeles County on November 9, 2020 (Document Number 20201419960) ("Development Agreement").

2. USE OF PROPERTY. Developer may utilize the Public Parking for the use of its patrons 24 hours per day (except that patron use may be limited by maximum number of parking hours, street sweeping or other applicable restrictions) in order to meet the parking requirement set forth in the BMC at no cost to Developer. Such use is nonexclusive, i.e., other members of the public may also use the Public Parking for any legal purpose. At time of execution of this Agreement, Developer does not assume responsibility for the security, policing, and maintenance of the Public Parking.

3. TERM. This Agreement will become effective upon issuance of the temporary cert ificate of
occupancy for the Retail. Unless terminated at least 30 days before the anniversary date of this Agreement, the term will automatically renew on the anniversary date for successive one-year terms. Unless otherwise determined by written amendment between the parties, this Agreement will terminate as stated in Section 4.

4. TERMINATION.

A. Upon a change of use from [update to identify specific use, e.g. General Commercial, Specialty Commercial or Restaurant/Bar] use within the BVOZ to a use that requires an equivalent or less parking than one space per 400 square feet, as determined by the Planning Director, then the term of this Agreement will be extended for such use.

If a change of use requires more parking, the term of this Agreement may be terminated and a new parking license agreement will be considered by the City Council. The same determination will be made by the Planning Director to determine if a subsequent use requires equivalent or less parking, in which case the term of the Agreement will be extended, or if a new use requires more parking, in which case the a new parking license will be considered by the City Council. executing this document, Developer waives any and all claims for damages that might otherwise arise from City's termination under this Section.

C. Upon termination, the parties will have no further obligations other than those expressly stated to survive.

5. ALTERATIONS. Developer will not make, or cause to be made, any alterations to the Public Parking, or any part thereof, without City's prior written consent.

6. SIGNS. Developer will not place any sign upon the property without City's prior written consent. Developer will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.

7. ASSIGNMENT. Assignment of the rights in this Agreement may occur consistent with the terms of Section 8 of the Development Agreement during the term of the Development Agreement.

After the term of the Development Agreement, City will not object to the assignment of the Agreement except for good cause. Upon City approval of assignment, the assignee may select whether the assignment is documented in either (a) an assignment agreement in the form of Exhibit 4 to this Agreement between Developer and assignee or (b) a parking license agreement in the Form of this Exhibit A to the Development Agreement between City and assignee.

8. INDEMNIFICATION.

A. Developer will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should. any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of use of this license or breach of this Agreement, or its performance, pursuant to this Agreement, Developer will defend City (at City's request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. -19-

B. For purposes of this section "City" includes City's officers, officials, employees, agents, representatives, and certified volunteers.

C. Developer expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.

D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

E. The requirements as to the types and limits of insurance coverage to be maintained by Developer as required by Section 9 below, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Developer pursuant to this Agreement, including without limitation to the provisions concerning indemnification.

9. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Developer will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Tempe of Insurance Limits (combined single
Commercial general liability:

Workers' compensation
$2,000,000
Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of the most current ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence,'.' nota "claims made," basis and will not be cancelable except upon thirty (3 0) days prior written notice to City.

B. Developer will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." _2a_

10. COMPLIANCE WITH LAW. Developer will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of Developer in any action or proceeding against Developer, whether City be a party thereto or not, that Developer has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between City and Developer.

11. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to:

Developer at:
16411 Bellflower, LLC
500 N. Brand Blvd. Suite 2120
Glendale, CA 91203
Attn: Jason Tolleson
City at:

City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attn: City Manager
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.

12. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.

13. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.

14. ENTIRE AGREEMENT. The Development Agreement, this Agreement and its Att achments
constitute the sole agreements between City and Developer respecting the subject matter, the use of the Public Parking by Developer, and the specified Agreement term, and correctly sets forth the obligations of City and Developer. Any agreement or representations respecting the subject matter or its licensing by City to Developer not expressly set forth in this instrument are void. -21-

15. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

16. AUTHORITY/ MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City's City Manager, or designee, may execute any such amendment on behalf of City.

17. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY:

CITY OF BELLFLOWER,
a municipal corporation
Jeffrey L. Stewart,
City Manager
ATTEST:

Mayra Ochiqui,
City Clerk

APPROVED AS TO
FORM:

Karl H. Berger,
City Attorney
_22_
DEVELOPER:
16411 BELLFLOWER, LLC a
California Limited Liability
Company
Jason Tolleson,
Manager

Parking License Agreement
Exhibit 1
Property Location _
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6 -23-

-24-
Parking License Agreement
Exhibit 2
Enlarged Site Plan — First Floor
MAYNE ST. -�
i 1 • ` ` ' `' ' `� EXISTING RETAIL � ' �-I �I�

Parking License Agreement
Exhibit 2
Enlarged Site Plan — Second Floor
-25-

Harvard SI
9t
-26-
Ogee St
Mayne St
Oak St
Belmont St
h1nplc S4
Parking License Agreement
Exhibit 3
Public Parking
<
Harvard St
Mayne St
Oak St
Belmont Sl
�auml St
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0 CL
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Flovrer St
hlaplc St
SITE
■� BVOZ-N Zone
FjorV yVr
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ower St
P,1aple St

PUBLIC PARKING LOTS &STRUCTURES
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Parking License Agreement
Assignment Agreement
Exhibit 4
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the day of , 20_, by and among , a
("Assignor") and , a ("Assignee").

RECITALS
A. 16411 Bellflower, LLC ("Assignor") entered into an Parking License Agreement No. ("License") with the City of Bellflower ("City") on for the purposes utilizing public parking lots and facilities ("Public Parking") located within the Bellflower Village Overlay Zone — North (BVOZ-N) for the located at .

B. Assignor desires to assign to Assignee and Assignee desires to assume, without qualification, all rights and obligations of Assignor under the License. Upon execution of this Agreement and transfer to Assignee of the License, Assignor desires to be released from any and all obligations under the License.

AGREEMENT
NOW, THEREFORE, Assignor and Assignee hereby agree as follows:

1. Assignment b� rior. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, interests, obligations, duties, responsibilities, conditions and restrictions under the License from and after the Effective Date (defined in Section 10 below).

2. Substitution of Assignor. Assignee hereafter will be substituted for and replace Assignor in the License. Whenever the term "Developer" appears in the License, it means Assignee.

3. License in Fu11 Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the License are hereby ratified and remain in full force and effect.

4. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under are:

Attention:

Telephone:

With a copy to:

Attention:

Telephone:
_27_

Facsimile:

5. Applicable Law/Venue. This Agreement will be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement may be brought only in the Superior Court of the County of Los Angeles, State of California.

6. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement will be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers will each be deemed to include the other; (b) the masculine, feminine, and neuter genders will each be deemed to include the others, (c) "must," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting.

7. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement.

8. Severability. Except as otherwise provided herein, if any provisions) of this Agreement is (are) held invalid, the remainder of this Agreement will not be affected, except as necessarily required by the invalid provisions, and remain in full force and effect unless amended or modified by mutual consent of the parties.

9. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to constitute an original, but all of which, when taken together, constitutes one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart.

10. Effective Date. The Effective Date of this Agreement is the date upon which Assignee obtains fee title to the Property and delivers evidence %J the transfer to City ("Effective Date").

For the purposes of this Section, the evidence of transfer consists of a duly recorded deed and title report.

IN WITNESS WHEREOF, Assignor and Assignee have entered into this Agreement as of the date first above written.
[Signatures follow on separate page]
Dated:

Assignor:
16411 BELLFLOWER, LLC a
California Limited Liability Company

Jason Tolleson
Manager
Assignee:

_29_

C� OF BELLFZ,oj;vT`
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Elizabeth Corpuz, Director of Planning and Building Services Jason P. Clarke, Senior Planner
SUBJECT: Consideration and possible action to conduct a public hearing to consider an application from 16411 Bellflower, LLC to modify the Transit Oriented Mixed -Use Development Project located at 16411 Bellflower Boulevard as proposed by 16411 Bellflower, LLC; adopt Resolution No. 22-43; and introduce and waive first reading of Ordinance No. 1418.

DATE:

Resolution No. 22-43 — A Resolution approving TOD PR 5-22-13051 to allow a modification and reconfiguration of a previously approved commercial building for retail, restaurant, and entertainment uses within the Downtown Bellflower TOD Specific Plan, and approving an addendum to Mitigated Negative Declaration No. MND 20-01 for property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022] Ordinance No. 1418 — An Ordinance approving the first amendment to Development Agreement File No. 837.1, in a form approved by the City Attorney, by and between the City of Bellflower and 16411 Bellflower, LLC, to modify and reconfigure the mixed-use development project within the Downtown Bellflower TOD Specific Plan on property located at 16411 Bellflower Boulevard; Applicant and Developer: 16411 Bellflower, LLC. [Continued from August 8, 2022]
September 12, 2022

EXECUTIVE SUMMARY
On August 8, 2022, the City Council held a public hearing to consider a request by Serrano Development Group, Inc. ("Serrano"), an affiliate of 16411 Bellflower, LLC (the "Applicant"), to modify and reconfigure the movie theater and retail component of the Transit Oriented Development Mixed -Use Project ("Project") to allow for a greater range of retail tenants. At the conclusion of the hearing, the City Council closed and continued the hearing to September 12, 2022, The City Council referred the project back to the modified Economic Development Subcommittee (Mayor Pro Tem Santa Ines and Council Member Koops) to review a revised building design and revised components of the Development Agreement Amendment ("Amendment"). On August 18, 2022 and August 30, 2022, the Economic Development Subcommittee met to discuss building design options and revisions to certain components of the Amendment. The revised building design and the Amendment were reviewed by the modified Economic Development Subcommittee and are attached to the staff report.

Staff Report — TOD PR 16411 Bellflower Blvd.

MND 20-01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022

Page 2 of 4 ends

RECOMMENDATION TO CITY COUNCIL
1) Re -open the public hearing; take testimonial and documentary evidence; and after considering the evidence, adopt Resolution No. 2243;
2) Consider introducing and waiving first reading of Ordinance No. 1418 amending the Development Agreement affecting the movie theater use; or 3) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT
If approved, the revised project would create economic opportunity, as defined by Government Code § 52200.2 by creating jobs and increasing property tax revenues by at least 15%. In addition, if an entertainment tenant does not occupy a portion of the commercial building, the owner must pay the City liquidated damages of up to $500,000 as outlined in the amended Development Agreement.

CEQA STATUS
The City Council previously approved a mitigated negative declaration ("MND") for the originally approved project on June 22, 2020 via Resolution No. 20-29 (Case No. MND 20- )1). For the revised project, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA") and the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"). An Addendum to MND was prepared pursuant to the requirements of CEQA Guidelines § 15164. Pursuant to CEQA, the Addendum need not be circulated for public review (CEQA § 15164(c)). It must, however, be considered by the City Council before it makes a decision regarding the project (CEQA § 15164(d)). Based upon the Addendum, no new significant impacts would occur with the revised project.

DISCUSSION
On August 8, 2022, the City Council held a public hearing to consider a request from the Applicant to: 1) modify and reconfigure a previously approved commercial building for retail, restaurant, and entertainment uses; 2) amend the Development Agreement regarding uses and parking; and 3) consider%the Addendum. During the meeting, the City Council discussed the building design, building colors, the types of entertainment anchor uses, the minimum building square footage for an entertainment anchor, and the proposed liquidated damages.

At the conclusion of the public hearing, the City Council closed the public hearing and continued the item to September 12, 2022. The City Council referred the matter back to the modified Economic Development Subcommittee (Mayor Pro Tem Santa Ines and Council Member Koops) to consider the following: ,
1) A revised building design similar to the original June 22, 2020 approval; -31-

Staff Report — TOD PR 16411 Bellflower Blvd.

MND 20=01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022

Page 3 of 4 ends

DISCUSSION — Continued
2) A revised Development Agreement Amendment removing "brewery" and "art gallery" from the list of allowed entertainment anchors and to reconsider the minimum 4,000 square -foot entertainment anchor requirement.

On August 18, 2022, the modified Economic Development Subcommittee and Applicant's representatives met to review design options and to discuss certain components of the Development Agreement Amendment. The Subcommittee agreed on a revised building design that included a large, storefront glass look at the corner of Bellflower Boulevard and Oak Street (similar to the 2020 design) with a unique building color and decorative awning.

The Subcommittee discussed the new staircase design that no longer included a tower feature and instructed the applicant to come back with optional staircase designs for consideration. The Subcommittee also reviewed and agreed on changes to the Amendment related to the minimum square footage of the entertainment anchor, the types of entertainment uses, and the liquidated damages.

On August 30, 2022, the Subcommittee reviewed three options for the staircase design and agreed on one option to move forward with for City Council consideration (Attachment E).

Below, is an update to the revised project/building design, fihe draft Development Agreement, and the Addendum to the MND:
• Revised Transit-®riented Devel®pment Pr®ject Review
Parcel A (16411 Bellflower Boulevard) — In comparison to the plans reviewed by Council on August 8, 2022, some of the building features/open space areas were slightly increased/decreased (see Attachment C for a comparison). The revised plans include a partial two-story, 14,062 square -foot building with 10,490 -square feet of leasable space on the 1St floor, 3,387 -square feet of leasable space on the 2nd floor, and a 196 -square foot decorative staircase. The total building height is now 32'-11 ". Exterior features include a 3,634 square -foot public plaza on the corner of Bellflower Blvd. and Oak St., a 3,062 square - foot patio space/colonnade for potential outdoor dining on the first floor, and a 1,378 square. moot potential outdoor dining deck on the second floor. The building will be designed with contemporary architectural features, incorporating various building materials and colors on all four sides of the building. Conditions of approval are included.

III
The following changes are included in the Development Agreement Amendment as reviewed by the Subcommittee: 1) the minimum 4,000 square feet of floor area for the "Entertainment Anchor" was removed; 2) "brewery" and "art gallery" were removed from the definition of "Entertainment Anchor"; and 3) the liquidated damages table was revised and results in a i
hgher payment amount starting at year one. The building will allow for Retail, Restaurant, Offices, and an Entertainment Anchor.
-32-

Staff Report — TOD PR 16411 Bellflower Blvd.

AND 20-01 Addendum, TODPR 5-22-13051, and Amendment to AFN 837.1 September 12, 2022

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DISCUSSION — Continued
• Addendum to the Mitigated Negative Declaration
A revision to the Addendum to the MND was completed and prepared for the Project. Minor revisions include updated space calculations and exhibits. Parcel A, consists of 388 square feet less of gross commercial building space and is substantially similar to the proposal analyzed in the MND. Any future additional space/modifications beyond 14,062 square feet of commercial space on Parcel "A" may require additional CEQA review. The revisions to the Addendum conclude no new significant impacts would occur as a result of the proposed modifications; therefore, no additional environmental mitigations are required for the proposed project.

ATTACHMENTS
A. Resolution No. 22-43 (Conditions of approval and addendum to MND 20-01) ................................5 B. Ordinance No. 1418 (Includes First Amendment to AFN 837.1) .............. . ............... ..............84 C. August 8, 2022 City Council Meeting — (Staff Report only)...............................................112 D. June 22, 2020 City Council — (Staff Report only)................................................................117 E. Applicant's Project Plans........... 0 Sawa Monson mammomas. ............ . ..........................................123 -33-

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TO: Honorable Mayor and Members of the City Council

ATTENTION: Jeffrey L. Stewart, City Manager

FROM: Len Gorecki, Assistant City Manager/Director of Public Works

SUBJECT: Consideration and possible action to award a contract to LCR Earthwork & Engineering Corp. to Reconstruct City-Owned Parking Lot Located at 9818 Artesia Boulevard (Specifications No. 20/21-03); and authorize the City Manager to execute a contract with LCR Earthwork & Engineering Corp., in a form approved by the City Attorney.

DATE: September 26, 2022

EXECUTIVE SUMMARY

This action would award a contract to LCR Earthwork & Engineering Corp. (LCR Earthwork), to perform the work described in the Plans and Specification documents for the Reconstruct City-Owned Parking Lot Located at 9818 Artesia Boulevard Project (the Project).

RECOMMENDATION TO CITY COUNCIL

1) Award a contract to LCR Earthwork for the Project and authorize the City Manager to execute a contract with LCR Earthwork, in a form approved by the City Attorney; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

LCR Earthwork submitted the lowest responsive bid in the amount of $226,870. The Engineer’s estimated cost plus contingency to perform the work was $291,866. Funds for the Project are budgeted in Account No. 011-47028-9000 (City Parking Lot Improvements).

DISCUSSION

As part of the City’s ongoing efforts to improve City-owned public parking lots, the lot located at 9818 Artesia Boulevard will go through extensive reconstruction to address the current physical condition. The project will include the removal of the existing asphalt and base material which will then be replaced with permeable asphalt to allow water to perculate through the asphalt into the ground under the parking lot.

10-F
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Staff Report – Award of Contract – Spec. No. 20/21-03
September 26, 2022

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DISCUSSION – Continued

On July 11, 2022, the City Council adopted Resolution No. 22-37 authorizing solicitation of bids. The City advertised Specifications No. 20/21-03 for bids in accordance with BMC Section 3.28.090. Five bids were received at the formal bid opening on August 18, 2022. The names of those bidders and their bid amounts are listed below:

BIDDERS BASE BID
PRICE

CORRECTED BASE BID
PRICE
LCR Earthwork & Engineering, Corp. $226,870.00 $226,870.00 Green Giant Landscape, Inc. $302,670.00 $302,670.00
Hank Co, Inc. $325,456.40 $325,430.00
Asphalt, Fabric and Engineering, Inc. $367,075.70 $400,082.73 Hardy & Harper, Inc. $463,342.00 $463,342.00

BID ANALYSIS

LCR Earthwork submitted a complete bid package. Staff has verified its contractor’s license status, references, and registration with the Department of Industrial Relations.

LCR Earthwork is qualified to perform the work described and has fulfilled the requirements set forth in the Specification documents. Staff concludes LCR Earthwork is the lowest responsive and responsible bidder.

SPECIFICATIONS

The Plans and Specification documents are available for public inspection at the Public Works Department Office, 9944 Flora Vista Street, Bellflower, California until completion of the Project and, subsequently, as official records, will be maintained by the City Clerk’s Office.

ENVIRONMENTAL REVIEW

Pursuant to the California Environmental Quality Act (CEQA) (Public Resources Code §§ 21000, et seq.) and CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000, et seq.), the City conducted an environmental assessment. Based on the environmental assessment, the project was determined to be categorically exempt pursuant to CEQA Guidelines § 15303 (Class 1 – Existing Facilities).

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TO:Honorable Mayor and Members of the City Council
ATTENTION:Jeffrey L. Stewart, City Manager
FROM:Susan Crumly, Human Resources and Risk Manager
SUBJECT:Consideration and possible action to adopt 1)Resolution No.22-58 –A Resolution fixing the employer contribution at an equal amount for employees and annuitants under the Public Employees’Medical and Hospital Care Act (Government Code § 22892);and 2)Resolution No.22-59 –A Resolution fixing the Employer Contribution under the Public Employees’ Medical and Hospital Care Act (Government Code §22893).

DATE:September 26, 2022

EXECUTIVE SUMMARY
Following labor negotiations, the City Council approved an increase to the maximum contribution paid by the City to its employees’medical benefit plans. This increase is set to be effective on January 1, 2023. These two resolutions are required by CalPERS to implement this increase for both the vesting and non-vesting groups of employees.

RECOMMENDATION TO CITY COUNCIL
1)Adopt Resolutions Nos.22-58 and 22-59; or
2)Alternatively, discuss and take other action related to these items.

FISCAL IMPACT
The cost of increasing the medical insurance premium cap is approximately $36,300 for calendar year 2023.This amount also includes the increase from medical opt-out earnings and taxes.

BACKGROUND
The City offers medical coverage through CalPERS for all full-time employees.The City pays up to the maximum contribution for each employee.The maximum contribution for 2022 is $1,550 per month.During the City’s most recent labor negotiations conducted, the City Council agreed to increase the maximum contribution amount from $1,550 per month to $1,625 per month for both vesting and non-vesting employees,effective January 1, 2023.In order to amend the City’s existing agreement with CalPERS to reflect this increase,CalPERS regulations require the City Council to pass and submit two resolutions (attached). The first resolution changes the contribution for all active employees, while the second resolution changes the contribution for retirees hired after the implementation of the retiree medical vesting schedule in 2004.

ATTACHMENTS:

Resolution No.22-58 ...............................................................................................................2 Resolution No.22-59 ...............................................................................................................4 10-G

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CITY OF BELLFLOWER
RESOLUTION NO.22-58

A RESOLUTION FIXING THE EMPLOYER CONTRIBUTION AT

AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS
UNDER THE PUBLIC EMPLOYEES’ MEDICAL AND HOSPITAL
CARE ACT (GOVERNMENT CODE § 22982)
THE CITY COUNCIL DOES RESOLVE AS FOLLOWS:

SECTION 1.The City Council finds:

A.The City of Bellflower is a contracting agency under Government Code §22920 and subject to the Public Employees’Medical and Hospital Care Act (the “Act”); B.Government Code §22892(a) provides that a contracting agency subject to the Act must fix the amount of the employer contribution by resolution;and C.Government Code §22892(b) provides that the employer contribution must be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by §22892(b) of the Act.

SECTION 2.The employer contribution for each employee or annuitant is the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up,to a maximum of $1,625.00 per month effective January 1, 2023,plus administrative fees and Contingency Reserve Fund assessments.

SECTION 3.The City of Bellflower has fully complied with any and all applicable provisions of Government Code §7507 in electing the benefits set forth above.

SECTION 4.The participation of the employees and annuitants of the City of Bellflower are subject to determination of its status as an “agency or instrumentality of the state or political subdivision of a State”that is eligible to participate in a governmental plan within the meaning of Internal Revenue Code §414(d), upon publication of final Regulations pursuant to such Section. If it is determined that the City of Bellflower would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, California Public Employees’Retirement System may be obligated,and reserves the right to terminate the health coverage of all participants of the employer.

SECTION 5.The City Council appoints and directs, and does hereby appoint and direct, the City Manager to file with the Board a verified copy of this resolution, and to perform on behalf of the City of Bellflower all functions required of it under the Act.

SECTION 6.Electronic Signatures.This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

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City of Bellflower
Resolution No.22-58

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SECTION 7. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or her duly appointed deputy, is directed to attest thereto.

SECTION 8.This Resolution will become effective immediately upon adoption.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 26TH DAY OF SEPTEMBER 2022.
__________________________________
Ray Dunton,Mayor
ATTEST:
_________________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
_________________________________
Karl H. Berger, City Attorney

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CITY OF BELLFLOWER
RESOLUTION NO.22-59

A RESOLUTION FIXING THE EMPLOYER CONTRIBUTION
UNDER THE PUBLIC EMPLOYEES’ MEDICAL AND
HOSPITAL CARE ACT (GOVERNMENT CODE § 22893)
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1.The City Council finds:

A.The City of Bellflower is a contracting agency under Government Code §22920 and subject to the Public Employees’Medical and Hospital Care Act (the “Act”); and
B.The City of Bellflower has filed a resolution with the Board of the California Public Employees’ Retirement System to provide a postretirement health benefits vesting requirement to employees who retire for service in accordance with Government Code §22893.

SECTION 2.The employer contribution for each annuitant subject to vesting is the amount necessary to pay the cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1,625.00 per month effective January 1, 2023,but not less than the amounts prescribed by Government Code §22893(a)(1), plus administrative fees and Contingency Reserve Fund Assessments.

SECTION 3.The City of Bellflower has fully complied with any and all applicable provisions of Government Code §7507 in electing the benefits set forth above.

SECTION 4.The participation of the employees and annuitants of the City of Bellflower are subject to determination of its status as an “agency or instrumentality of the state or political subdivision of a State” that is eligible to participate in a governmental plan within the meaning of Internal Revenue Code §414(d), upon publication of final Regulations pursuant to such Section. If it is determined that the City of Bellflower would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations,the California Public Employees’ Retirement System may be obligated,and reserves the right to terminate the health coverage of all participants of the employer.

SECTION 5.That the City Council appoint and direct, and it does hereby appoint and direct, the City Manager to file with the Board a verified copy of this resolution, and to perform on behalf of the City of Bellflower all functions required of it under the Act.

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City of Bellflower
Resolution No.22-59

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SECTION 8.This Resolution will become effective immediately upon adoption.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 26TH DAY OF SEPTEMBER 2022.
__________________________________
Ray Dunton, Mayor
ATTEST:
_________________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
_________________________________
Karl H. Berger, City Attorney

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10-H

TO: Honorable Mayor and Members of the City Council

FROM: Jeffrey L. Stewart, City Manager

SUBJECT: Consideration and possible action to consider a $1,000 contribution in Cannabis Education Funding to the Bellflower Ministerial Association for the 2022 Mayor’s Prayer Breakfast, which is scheduled for October 11, 2022.

DATE: September 26, 2022

EXECUTIVE SUMMARY

On August 18, 2022, the Bellflower Ministerial Association (“BMA”) submitted a donor request letter seeking donations for the 2022 Mayor’s Prayer Breakfast. This event is coordinated by the BMA and is scheduled for October 11, 2022 at the Mayne Events Center. The BMA is seeking general donations to assist with event costs and to provide a scholarship to needy individual(s), particularly, vulnerable youth at risk of illicit drug use. As such, the recommendation is a $1,000 contribution in Cannabis Education Funding to the BMA for this event.

RECOMMENDATION TO CITY COUNCIL

1) If appropriate, approve a $1,000 contribution in Cannabis Education Funding to the Bellflower Ministerial Association; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

$1,000 in Cannabis Education Funding (Account No. 037-43036-2510)

ATTACHMENT

Bellflower Ministerial Association Donor Letter ............................................................... 2 -1-

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10-I

TO: Honorable Mayor and Members of the City Council

ATTENTION: Jeffrey L. Stewart, City Manager

FROM: Len Gorecki, Assistant City Manager/Director of Public Works

SUBJECT: Consideration and possible action to authorize the City Manager to execute a Master Cooperative Agreement (MCA) File No. 328.6 with the Los Angeles County Metropolitan Transportation Authority (Metro), in a form approved by the City Attorney, establishing the procedures and processes associated with the construction of the West Santa Ana Branch (WSAB) light rail line within the City.

DATE: September 26, 2022

EXECUTIVE SUMMARY

The Master Cooperative Agreement (MCA) between Metro and the City establishes the procedures and processes associated with construction within the public right-of-way for the light rail system in Bellflower.

RECOMMENDATION TO CITY COUNCIL

1) Authorize the City Manager to execute Agreement File No. 328.6, in a form approved by the City Attorney; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

Under this MCA, the City agrees to waive all permit fees, however, all costs incurred by City staff and its consultants for design review and permit coordination will be reimbursed by Metro through a work plan authorization process specified in the MCA.

DISCUSSION

The Los Angeles County Metropolitan Transportation Authority (Metro) continues to work through the design and environmental documents associated with the West Santa Ana Branch (WSAB) light rail project. The rail project will connect communities within southeast Los Angeles County to downtown Los Angeles through a 19-mile light rail corridor which will include a proposed station in the City of Bellflower.

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Staff Report – Agreement File No. 328.6
LA County Master Cooperative Agreement for WSAB Project September 26, 2022

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DISCUSSION – Continued

The construction of the light rail system will be a multi-year construction project that will require extensive review by City staff and its consultants as the project will impact existing infrastructure such as streets, sidewalks, traffic signals, etc. Metro requires each City along the project corridor to enter into a MCA to establish the procedures and processes that Metro and the City will adhere to during the construction of the light rail line. Under this MCA, the City agrees to waive all permit fees, however, all costs incurred by City staff and its consultants for design review and permit coordination will be reimbursed by Metro through a work plan authorization process specified in the MCA. It is important to note that nothing in the MCA relieves Metro or its contractors from the requirements of submitting all plans, documents and reports for review and comment before obtaining City approval prior to the start of any construction activity within the public right-of-way.

During the course or construction, the City Council may determine that it would be in the City’s best interest to upgrade or enhance a public facility. If this were to be the case, then it is important to note that any type of upgrade not covered in the original construction plan is defined in the MCA as a betterment. The City may request such betterments, however, that additional cost will have to be paid for by the City and Metro will not reimburse the City for these betterments.

ATTACHMENT

Master Cooperative Agreement File No. 328.6 ............................................................... 3 -2-

EXECUTION VERSION

MASTER COOPERATIVE AGREEMENT FOR THE DESIGN,

CONSTRUCTION AND OPERATION AND MAINTENANCE OF A

PORTION OF THE WSAB PROJECT

BETWEEN

THE CITY OF BELLFLOWER
AND

THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY SEPTEMBER 26, 2022

EFFECTIVE DATE

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EXECUTION VERSION

CONTENTS

ARTICLE PAGE
ARTICLE 1. SCOPE AND DURATION ............................................................................................................... 1 ARTICLE 2. GENERAL OBLIGATIONS .............................................................................................................. 2 ARTICLE 3. DESIGN .......................................................................................................................................... 8 ARTICLE 4. CONSTRUCTION ......................................................................................................................... 10 ARTICLE 5. BETTERMENTS ........................................................................................................................... 11 ARTICLE 6. OPERATION AND MAINTENANCE ............................................................................................. 12 ARTICLE 7. REIMBURSEMENT AND CREDITS ............................................................................................. 12 ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE .......................................................................... 15 ARTICLE 9. RESOLUTION OF DISPUTES ...................................................................................................... 16 ARTICLE 10. MISCELLANEOUS .................................................................................................................... 17 ARTICLE 11. DEFINITIONS AND INTERPRETATION ................................................................................... 20 EXHIBIT 1 – PROJECT DESCRIPTION ................................................................................................................ 29 EXHIBIT 2 – PROJECT PHASES AND PROJECT SCHEDULE ........................................................................... 31 EXHIBIT 3 – PROJECT SITE................................................................................................................................. 33 EXHIBIT 4 – ROLES AND RESPONSIBILITIES .................................................................................................... 34 EXHIBIT 5 – DESIGN REQUIREMENTS ............................................................................................................... 38 EXHIBIT 6 – LACMTA SUBMITTAL REVIEW PROCEDURE ................................................................................ 40 EXHIBIT 7 – CONSTRUCTION REQUIREMENTS ................................................................................................ 42 EXHIBIT 8 – INSPECTION AND ACCEPTANCE PROCEDURE........................................................................... 46 EXHIBIT 9 – OPERATION AND MAINTENANCE PRINCIPLES ........................................................................... 47 EXHIBIT 10 – FORMS ........................................................................................................................................... 48 EXHIBIT 11 – GOVERNMENTAL AND LENDER REQUIREMENTS .................................................................... 52 -4-

EXECUTION VERSION
1 This Agreement is entered into by and between the City of Bellflower (the "City"), and the Los Angeles County Metropolitan Transportation Authority ("LACMTA").

RECITALS
(A) LACMTA proposes to develop and open a new light rail transit line known as the West Santa Ana Branch Transit Corridor Project (as more fully defined in Article 11 (Definitions and Interpretation), the "WSAB Project"). As at the date of this Agreement, the WSAB Project is undergoing an Environmental Impact Statement (EIS)/Environmental Impact Report (EIR) process. (B) The WSAB Project will serve various cities and communities including the City and the City intends, by this Agreement, to facilitate the development and implementation of the WSAB Project and in particular the City Portion of the WSAB Project.
(C) The Measure M ordinance requires local jurisdictions to pay three per cent of the total project cost of a major Measure M rail project (known as the "3% Contribution"). This Agreement does not address, and is not intended to address any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City. Any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City, including any terms relating to any in-kind contributions, will be discussed, negotiated and agreed by LACMTA and the City under a separate agreement. Further, this Agreement is not a contract or a commitment of any kind by the City to the LACMTA Board’s Land Bank Pilot Partnership with Los Angeles County Motion (June 2022) and does not commit the City to enter into negotiations, or to accept any part of the terms of the Land Bank Pilot Partnership. The City disclaims any liability arising out of or related to the Land Bank Pilot Partnership Motion (June 2022) under this Agreement.
(D) LACMTA and the City wish to enter into this Agreement in order to identify the rights and obligations between them in connection with the development and implementation of the WSAB Project.

In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:

ARTICLE 1. SCOPE AND DURATION

1.1 Scope of Agreement
(a) The City has acknowledged the WSAB Project as a high priority public works project to provide LACMTA with expedited review and approval procedures in connection with design, design reviews, permitting, property acquisition, and other authority to be exercised by the City relating to the WSAB Project and/or this Agreement. The Parties acknowledge that this Agreement is being entered into while the environmental process is ongoing and the final EIS/EIR is being prepared and the signing of this Agreement by the City does not prejudice its right to participate in the environmental process nor does it predetermine the outcome of that process.
(b) The Parties have entered into this Agreement to:
(i) acknowledge the intended scope, schedule and site for the WSAB Project as set out in EXHIBIT 1 (Project Description), EXHIBIT 2 (Project Phases and Project Schedule) and EXHIBIT 3 (Project Site) respectively; and
(ii) define the applicable procedures, manage the interfaces and regulate the roles and responsibilities and allocation of costs between LACMTA and the City, in respect of the design, construction, operation and maintenance of the WSAB Project as it relates to the City Portion and any Rearrangements.
(c) LACMTA may procure the design, construction, operation and maintenance of the WSAB Project, including the City Portion, under multiple procurements and contract packages and may self-perform parts of the design, construction, operation and maintenance of the WSAB Project, including the City Portion. As at the date of this Agreement, LACMTA contemplates:
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EXECUTION VERSION
2 (i) procuring the performance of the Enabling Works by one or more LACMTA Contractors under one or more contractual packages;
(ii) procuring the P3 Project Scope by a LACMTA Contractor under a design, build, finance, operate and maintain agreement; and
(iii) retaining responsibility for performance by LACMTA or LACMTA Contractors of the LACMTA Retained Scope.
(d) The City acknowledges and agrees that LACMTA may: (i) engage the LACMTA Contractor(s) to carry out Design, Construction, operation and/or maintenance work with respect to the City Portion including the Design and/or Construction of Rearrangements; and (ii) in each LACMTA Contract, require the LACMTA Contractor to comply with certain of LACMTA's obligations under this Agreement provided that nothing in this Agreement will create any contractual relationship between the City and any LACMTA Contractor and in accordance with Section 10.11 (Limitation on Third Party Beneficiaries), nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the City toward, any LACMTA Contractor.
(e) The City acknowledges and agrees that LACMTA may change the contracting and procurement strategy and plan for the WSAB Project, including the City Portion, described in Section 1.1(c) (Scope of Agreement) in its sole discretion. The City further acknowledges that as at the date of this Agreement, the WSAB Project is in the Planning and Procurement Phase and LACMTA may elect:
(i) not to proceed with the WSAB Project; or (ii) to amend the scope of the WSAB Project, each in its sole discretion.
(f) LACMTA shall promptly notify the City of any changes to its contracting and procurement strategy or to the scope of the WSAB Project that has or is reasonably likely to have an impact on the scope, schedule or roles and responsibilities for the City Portion or the provisions and procedures set out under this Agreement. The Parties shall use good faith efforts to agree any amendments or supplements to this Agreement necessary to be made as a result of any such change notified by LACMTA to the City.

1.2 Duration of Agreement
This Agreement (and all of the rights and obligations under this Agreement) will come into effect on the Effective Date and continue until the first day on which passenger service on the WSAB Project commences, unless terminated earlier in accordance with the provisions of this Agreement or extended in accordance with Article 6 (Operation and Maintenance) (the "Term").

ARTICLE 2. GENERAL OBLIGATIONS

2.1 Governance
(a) The roles and responsibilities of the City and LACMTA are set out in EXHIBIT 4 (Roles and Responsibilities).
(b) The City and LACMTA shall each designate an individual or individuals who will be authorized to make decisions and bind the Parties on matters relating to this Agreement (the "City Representative" and "LACMTA Representative", respectively). EXHIBIT 4 (Roles and Responsibilities) provides initial designations. Either Party may change its designated representative by providing seven days' prior Notice to the other Party. (c) LACMTA may establish Working Groups in relation to the WSAB Project or particular aspects of the WSAB Project for the purposes of providing a non-binding forum for LACMTA, the LACMTA Contractors and other attendees to monitor the progress of the WSAB Project, to consider issues, or potential issues, and to present, understand and discuss proposed solutions with respect to the -6-

EXECUTION VERSION
3 WSAB Project. On LACMTA's written request, the City shall ensure the attendance (in person or via videoconference or teleconference) of the City Representative (or a delegate) at any Working Group meeting held with respect to the City Portion during normal business hours and upon reasonable notice. Any Working Group meeting attended by the City Representative (or a delegate) is consultative and advisory only and nothing which occurs during any such Working Group meeting and no information that is presented during any such Working Group meeting will:
(i) affect the rights or obligations of either Party under this Agreement; (ii) entitle a Party to make any claim against the other; (iii) relieve a Party from, or alter or affect, a Party's liabilities or responsibilities whether under this Agreement or otherwise according to Applicable Law;
(iv) prejudice a Party's rights against the other Party whether under this Agreement or otherwise according to Applicable Law; or
(v) be construed as a direction by a Party to do or not do anything.

2.2 Annual Work Plan
(a) LACMTA and the City will cooperate to develop an agreed Annual Work Plan for each LACMTA Fiscal Year during the Term, in accordance with the following provisions:
(i) not later than February 28 of each LACMTA Fiscal Year during the Term (or in the case of the first partial LACMTA Fiscal Year during the Term, no later than 30 days after the date of this Agreement), LACMTA shall provide the City with information with respect to anticipated Work Orders, including a list of each item of work or scope of activities or services that LACMTA anticipates to request or require from the City during the upcoming LACMTA Fiscal Year, and the estimated start and finish dates for the item of work or scope of activities or services that LACMTA anticipates to request or require from the City; (ii) within 30 days after the City's receipt of the required information from LACMTA pursuant to Section 2.2(a)(i) (Annual Work Plan), the City shall submit a preliminary annual work plan to LACMTA for the upcoming LACMTA Fiscal Year, which will include an estimate of the Costs under the anticipated Work Orders for which the City shall require reimbursement; (iii) promptly and in any event within 15 days' after LACMTA receives the preliminary annual work plan from the City pursuant to Section 2.2(a)(ii) (Annual Work Plan), the City and LACMTA will meet to review the preliminary work plan and negotiate in good faith such issues as are necessary in order to finalize and agree the annual work plan for the upcoming LACMTA Fiscal Year; and
(iv) not later than April 30 of the then current LACMTA Fiscal Year, LACMTA shall notify the City of the agreed annual work plan for the upcoming LACMTA Fiscal Year (each such agreed annual work plan, an "Annual Work Plan").
(b) Section 2.3(e) (Work Orders) shall apply notwithstanding that the Parties may agree an Annual Work Plan setting out the schedule of anticipated Work Orders.

2.3 Work Orders
(a) If the City is required to perform work and/or provide support and/or services under the provisions of this Agreement or LACMTA requests that the City perform work and/or provide support and/or services under the provisions of this Agreement, the City shall submit a Form 60 to LACMTA to estimate the total effort and Costs for which the City shall require reimbursement with respect to that scope of work.
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EXECUTION VERSION
4 (b) If LACMTA approves a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) without requiring any changes or additions, LACMTA will issue a Work Order to the City for such scope of work and following receipt of that Work Order, the City must promptly commence the work authorized under that Work Order. (c) Each Work Order issued by LACMTA to the City in accordance with this Agreement shall specify the work authorized to be performed and any materials or equipment to be acquired, the amount of money that the City will be reimbursed for the authorized work as agreed under the applicable Form 60, and a schedule, including the estimated starting and finishing dates for the authorized work. (d) If LACMTA requests changes or additions (including any additional or supplemental provisions) to a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) prior to issuing a Work Order, the Parties shall negotiate in good faith such changes or additions.

Upon agreement of any such changes or additions (and any necessary City council approval for such changes or additions), LACMTA will issue a Work Order to the City for the applicable scope of work, with the agreed changes or additions and following receipt of that Work Order, the City must promptly and without delay (and in any case within 10 days of issuance by LACMTA) accept any agreed changes or additions to the applicable Form 60 by counter-signing the Work Order or otherwise by written acceptance by the City Representative, in each case followed by prompt commencement of the work authorized under that Work Order. If the City fails to accept the Work Order within 10 days, the Work Order will be deemed to be accepted by the City. Nothing in this Section 2.3(c) shall prohibit LACMTA from approving a Form 60 under Section 2.3(b) (Work Orders) in part and authorizing the City to commence the approved part of the scope of work in accordance with that Form 60. (e) The City shall not be authorized to do any work and shall not be paid, credited or reimbursed for costs or expenses associated with any work performed in connection with a Rearrangement or the City Portion or otherwise under the provisions of this Agreement, that is not expressly authorized by a Work Order, as may be amended pursuant to Section 2.3(f) (Work Orders). (f) Except in the case of a change required due to an emergency (which notification may be given orally and any emergency work commenced before being confirmed in writing to LACTMA within three days), the City may submit proposed changes to a Work Order in writing to LACMTA for approval, such approval to not be unreasonably withheld or delayed. If approved, the City may perform the work in accordance with the authorized change.
(g) LACMTA may terminate any Work Order at any time at its sole discretion, provided that the City will be entitled to reimbursement in accordance with this Agreement for Costs, if any, already incurred. (h) The City shall promptly notify LACMTA if at any time it anticipates:
(i) exceeding 75% of the total estimated Costs under any Work Order within the next 60 days; (ii) that the total Costs under any Work Order will be in excess of 10% greater than previously estimated Costs; or
(iii) that the estimated finishing date will be later than the date stated in the Work Order, and shall request an amendment to such Work Order pursuant to Section 2.3(f) (Work Orders).

2.4 Project Schedule
(a) The City agrees to cooperate and coordinate with LACMTA in accordance with the provisions of this Agreement in order for LACMTA to achieve the Project Schedule and subject to LACMTA agreeing to the reimbursement of the cost of the applicable resources in accordance with Section 2.3 (Work Orders) and 7.1 (Reimbursements to the City), to allocate sufficient staff and other resources necessary to provide the level of service required to meet the scope of work and work schedules, review periods and timelines identified in this Agreement and any Work Orders. If the City determines -8-

EXECUTION VERSION
5 that, notwithstanding its compliance with its obligations under this Section 2.4(a), additional personnel or other resources (including through the use of City Contractors) are required to mitigate the risk of delay in performing the scope of work within the defined schedule, the City may submit a proposed change to a Work Order in accordance with Section 2.3(f) (Work Orders). (b) If the City fails to carry out any work or obligations for which it is responsible under the provisions of this Agreement and/or any Work Order in accordance with the work schedules, review periods and timelines identified in this Agreement and the applicable Work Order, and such failure is attributable to the City, then, to the extent such delay directly causes: (i) LACMTA to incur additional costs; or (ii) a delay to the WSAB Project, the City must reimburse LACMTA for all actual and documented costs and expenses incurred or arising out of such delay. The City shall pay such costs to LACMTA within 90 days of receiving an invoice from LACMTA. If the Parties agree, LACMTA may deduct the amount due from the City to LACMTA pursuant to this Section 2.4(b) from payment(s) due to the City. (c) Without limiting any other rights under this Section 2.4, if: (i) the City fails to carry out any work for which it is responsible under the provisions of this Agreement in accordance with the work schedules, review periods and timelines identified in this Agreement and the applicable Work Order; or (ii) LACMTA reasonably determines that the City will be unable to timely complete such work, LACMTA may by Notice to the City suspend the affected element of the City's work and LACMTA may perform the remaining work. If LACMTA takes over work in accordance with this Section 2.4(c), the City shall cooperate and assist LACMTA in accordance with the provisions of this Agreement. (d) To the extent a failure by LACMTA to perform its work and obligations in accordance with the work schedules, review periods and timelines identified in this Agreement and/or any Work Order results in a delay to the performance of the City's work under a Work Order, the City will be entitled to an equivalent extension to the affected deadline and any other relief expressly contemplated under the provisions of the applicable Work Order.

2.5 Permits
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA is not subject to zoning, building or design review, or construction permitting ordinances of the City when constructing the City Portion. (b) Without prejudice to Section 2.5(a) (Permits) or the requirements set out in EXHIBIT 7 (Construction Requirements):
(i) the City will issue a blanket Permit Notification to cover the City Portion; (ii) for those permits and fees set out in the Permit Notification, the City will not exercise or otherwise attempt to assert permitting authority over, and will not require the payment of fees or the posting of bonds for or insurance by LACMTA or any LACMTA Contractor for, any work contemplated in the City Portion or otherwise under the provisions of this Agreement; (iii) any processing procedures or timelines specified in the Permit Notification will be aligned with the procedures and timelines specified in this Agreement and will otherwise be streamlined as necessary to assist in the timely delivery of the City Portion in accordance with the Project Schedule; and
(iv) except for Cost reimbursement expressly provided under a Work Order, the City waives the payment of any permit Costs for permits identified in the Permit Notification. (c) To the extent any conflicts exist or arise between the provisions of the Permit Notification and the provisions of this Agreement, the provisions of this Agreement shall govern. (d) If requested by LACMTA, the City will provide reasonable assistance to LACMTA and the LACMTA Contractors in relation to any application by LACMTA or a LACMTA Contractor for a Governmental -9-

EXECUTION VERSION
6 Approval or other Governmental Entity or third party approval relating to or arising from, the design, construction, operation or maintenance of the City Portion. (e) Without prejudice to the generality of Section 2.5(d) (Permits), the City acknowledges and agrees that unless otherwise agreed between LACMTA and the City, LACMTA may prepare, subject to concurrence by the City (which concurrence may not be unreasonably delayed or withheld), plans and applications for the establishment of street and pedestrian crossings with LACMTA's rail transit tracks, their subsequent maintenance or alteration and their operation, for submission to the CPUC.

To the extent required by Applicable Law, the state fire marshal and the City fire department shall review such plans and specifications and perform inspections as needed throughout the Construction of the City Portion.

2.6 Coordination of Work
(a) Except in the case of Adjacent Work required as a result of an emergency (which notification and coordination may occur as soon as reasonably practicable after the occurrence of the emergency), the City will promptly notify LACMTA upon becoming aware of any proposed or planned Adjacent Work and will take all reasonable actions within its powers, to coordinate the design and performance of any Adjacent Work with LACMTA so that such Adjacent Work shall not pose a safety hazard or interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion including by:
(i) complying with the provisions of this Section 2.6 and LACMTA's standard procedures for Adjacent Works;
(ii) to the extent requested by LACMTA following its initial screening taking into account proximity of the Adjacent Work to the City Portion, adjacency conditions, and the potential to impact the City Portion and otherwise conducted in accordance with LACMTA's standard procedures for Adjacent Works, delivering copies of designs and plans for the Adjacent Work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the Adjacent Work and to approve the final designs and plans for the Adjacent Work; and (iii) to the extent LACMTA reasonably determines and notifies the City that the Adjacent Work will, in whole or in part, pose a safety hazard or interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion, coordinating the Adjacent Work or suspending the Adjacent Work or the relevant part of the Adjacent Work (as applicable). (b) The City will, and will take all reasonable actions within its powers to ensure that any City Contractor or third party performing any Adjacent Work, City Construction Work or City Maintenance Work is obligated under contract and/or a permit process to:
(i) fully co-operate and coordinate with LACMTA and the LACMTA Contractors including:
(A) attending interface definition and coordination meetings upon reasonable request; and
(B) providing any other interface data reasonably requested by LACMTA or the relevant LACMTA Contractor and necessary to complete interface coordination; (ii) perform the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) so as to minimize any interference with or disruption or delay to construction, operation or maintenance of the City Portion or any other part of the WSAB Project; (iii) comply with LACMTA's or the relevant LACMTA Contractor's site access, track allocation/work permit procedures and work health and safety policies and procedures; and -10-

EXECUTION VERSION
7 (iv) promptly advise LACMTA of all matters arising out of the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) that may interfere with, disrupt, delay or otherwise have an adverse effect upon the City Portion or any other part of the WSAB Project.

2.7 Franchise Rights
(a) After receipt of a written request from LACMTA for the City to exercise its franchise rights with respect to a utility whose facilities conflict with the City Portion, the City will:
(i) within 10 days of receipt of such written request, coordinate with LACMTA to send written notice to the applicable utility owner instructing it to relocate or remove the conflicting utility at that utility owner’s expense pursuant to the City’s franchise rights; (ii) within the time periods required under the applicable local, state and/or federal government codes, send all such notices as are required to be submitted for each of the processing steps required by local, state, and federal government codes in order for the City to exercise its franchise rights with respect to that conflicting utility (including, at a minimum, a utility claim letter, record of investigations, draft utility agreements and/or utility certifications); and (iii) undertake subsequent enforcement actions to enforce its franchise rights with respect to that conflicting utility in the event no action is taken by the applicable utility owner in response to a notice issued under Section 2.7(a) (Franchise Rights). (b) LACMTA and the City shall co-operate and coordinate in executing the necessary documents for each step set out in Section 2.7(a) (Franchise Rights). Sections 2.22.3 (Annual Work Plan) and 2.3 (W ork Orders) will apply to any support and/or services required to be provided by the City under the provisions of this Section 2.7.
(c) Following the exercise of the City’s franchise rights with respect to a conflicting utility pursuant to Section 2.7(a) (Franchise Rights), the City will coordinate the design and performance of the utility relocation or removal work performed by the utility owner with LACMTA so that such utility relocation or removal work shall not interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion including by:
(i) delivering copies of all designs and plans for the utility relocation or removal work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the utility relocation or removal work and to approve the final designs and plans for the utility relocation or removal work; and
(ii) otherwise complying with Section 2.6 (Coordination of work) with respect to the coordination of the utility relocation or removal work.
(d) LACMTA’s approval of a utility owner’s design under Section 2.7(c)(i) (Franchise Rights) will not relieve the relevant utility owner or its contractors from professional liability (errors and omissions) as the design engineer of record for any utility relocation or removal work performed by the utility owner or its contractors.

2.8 Governmental and Lender Requirements
If the WSAB Project is subject to financial assistance provided by loan agreements with the U.S. Department of Transportation, Federal Transit Administration, other Governmental Entities, and/or financial institutions providing grants, funding or financing, the Parties will comply with the terms and conditions set out in EXHIBIT 11 (Governmental and Lender Requirements) and any additional prescribed governmental and lender requirements set out in a Work Order or otherwise under the applicable grant, funding or financing agreements notified to the City.
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EXECUTION VERSION
8 2.9 Access
If, prior to LACMTA's scheduled date of commencement of Construction work in a part of the City Portion, any Rearrangement is necessary to eliminate a conflict, the City may grant to LACMTA and/or its designee sufficient rights, if necessary, to allow LACMTA to proceed with investigation of existing conditions and the Construction of that part of the City Portion in accordance with the Project Schedule; provided, however, that such grant does not unreasonably and adversely interfere with the provision of City’s services to the public, or affect public health and safety; and provided further, that the City is permitted under Applicable Law to grant such right.

2.10 Discretions
Except as otherwise expressly provided in this Agreement, all determinations, consents, waivers, or approvals of a Party under this Agreement must not be unreasonably withheld, conditioned, or delayed.

ARTICLE 3. DESIGN

3.1 Design Responsibilities
(a) Except to the extent of any Design work requested to be performed by the City under Section 3.1(b) (Design Responsibilities), LACMTA will (directly or through LACMTA Contractors) design all Rearrangements and produce all Design Documentation relevant to those works in accordance with the provisions of this Agreement. LACMTA shall be responsible for any errors and omissions in the Design Documentation prepared by LACMTA or a LACMTA Contractor. (b) LACMTA may request and authorize the City to perform Design work and/or provide support services with respect to the Design of a Rearrangement pursuant to the procedures set out under Section 2.3 (Work Orders). The City shall diligently perform and shall ensure that any City Contractor diligently performs, such Design-related activities in accordance with the provisions of the applicable Work Order and this Agreement. The City shall be responsible for any errors and omissions in any Design Documentation prepared by the City or a City Contractor.

3.2 Design Requirements
The Designs of the Rearrangements shall comply with the requirements set out in EXHIBIT 5 (Design Requirements).

3.3 Design Review Procedure
(a) LACMTA will submit, and will require that the LACMTA Contractors submit, the Designs for any Rearrangements to the City for review in accordance with the procedures set out in EXHIBIT 6 (LACMTA Submittal Review Procedure) and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.
(b) The City will carry out the review and approval of the Designs for the Rearrangements in accordance with the procedures and the review periods set out in EXHIBIT 6 (LACMTA Submittal Review Procedure) and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.
(c) LACMTA is exempt from submitting any Design for Construction work within the City Rights-of-Way to the City for City's review and approval where:
(i) LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA owns and maintains the structure or physical element; or
(ii) the work is related to utility trenching and shoring within OSHA guidelines and the relevant LACMTA Contractor is OSHA certified.
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EXECUTION VERSION
9 and without prejudice to the foregoing, the City further acknowledges that as between LACMTA and the City, LACMTA has sole discretion to determine whether, and which, features or facilities are required in order for LACMTA to comply with its obligations under Applicable Law in connection with the WSAB Project (whether or not situated within the City Rights-of-Way) including the ADA and in the case of its obligations under the ADA to determine whether matters are technically infeasible; provided, however, in making such determination, LACMTA shall utilize current rules and regulations promulgated under the ADA, and guidelines issued by federal agencies in accordance with the ADA, including but not limited to The ADA Best Practices Tool Kit for State and Local Governments published by Civil Rights Division of the U.S. Department of Justice.

3.4 Design Development
The Parties acknowledge and agree that:
(a) the Basis of Design will establish the detailed scope, limits of work, specifications and requirements applicable to the Designs for any Rearrangements; and
(b) the Design Documentation for any Rearrangements will be submitted for review progressively in Packages and:
(i) with respect to the Design for any Rearrangements that are part of the Enabling Works, LACMTA and the applicable LACMTA Contractor will retain responsibility for defining the scope and timing of delivery of the Packages at each stage of Design; and (ii) with respect to the Design for any Rearrangements that are part of the P3 Project Scope, the P3 Developer will have responsibility for defining the Packages as part of its design management plan for the P3 Project Scope.

3.5 City Standards
(a) The City agrees that it shall not adopt any new City Standards or otherwise amend or supplement any existing City Standards or its interpretation or application of any existing City Standards, for the sole or primary purpose of affecting the WSAB Project.
(b) Subject to Section 3.5(a) and (c) (City Standards), the Parties acknowledge that the City may adopt new City Standards not listed in EXHIBIT 5 (Design Requirements) or amend or supplement existing City Standards listed in EXHIBIT 5 (Design Requirements) during the Term, provided that the City shall promptly (and in any case within 15 days' of adoption) notify LACMTA of any changes or additions to the City Standards adopted during the Term. (c) Any changes or additions to the City Standards applicable to a Rearrangement after the establishment of the Basis of Design for that Rearrangement shall be considered a "Betterment" for the purposes of this Agreement.

3.6 Changes to Design
(a) If LACMTA wishes to amend the Final Design for a Rearrangement for which it is responsible prior to completion of Construction of that Rearrangement, it must submit the amended Design Documentation to the City and EXHIBIT 6 (LACMTA Submittal Review Procedure) will apply as if the Design Documentation is for the Final Design.
(b) LACMTA may use or may allow the relevant LACMTA Contractor to use, the amended Final Design for Construction prior to approval by the City if and only if the amendment to the Final Design is: (i) minor; (ii) does not adversely impact the relevant Rearrangement; and (iii) is necessary to overcome an issue which has arisen or become evident since the Final Design was initially approved. -13-

EXECUTION VERSION
10 ARTICLE 4. CONSTRUCTION

4.1 Construction Responsibilities
(a) Except to the extent of any Construction work requested to be performed by the City under Section 4.1(b) (Construction Responsibilities), LACMTA (directly or through the LACMTA Contractors) will be responsible for the Construction of all Rearrangements and shall diligently perform and shall ensure that any LACMTA Contractor diligently performs, all such Construction in accordance with the provisions of this Agreement.
(b) LACMTA may request and authorize the City to perform Construction work with respect to a Rearrangement and/or provide Construction support services pursuant to the procedures set out under Section 2.3 (Work Orders). The City shall diligently perform and shall ensure that any City Contractor diligently performs, all such Construction work and/or support services in accordance with the provisions of the applicable Work Order and this Agreement.

4.2 Construction Requirements
The Construction of the Rearrangements and any other Construction work performed in the City Rights-of- Way in connection with the WSAB Project shall comply with the requirements set out in EXHIBIT 7 (Construction Requirements).

4.3 Rights-of-Way
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA is permitted to use City Rights- of-Way to the same extent those rights and privileges relating to City Rights-of-Way are granted to the City.
(b) Replacement rights-of-way for the relocation of Conflicting Facilities shall be determined during the Design Phase and, if needed, may be acquired by LACMTA or the City following mutual agreement of the Parties of the location and type of such replacement rights-of-way. When reasonably possible and where the City Facilities being replaced are located in a public right-of-way, a Rearrangement of those City Facilities shall be located in existing public rights-of-way. The required replacement rights- of-way for the relocation of Conflicting Facilities shall be acquired so as not to impair the Project Schedule. If the City cannot acquire any necessary private rights-of-way for the relocation of Conflicting Facilities without out-of-pocket expense to itself, such private rights-of-way may be acquired by LACMTA. Upon acceptance of the applicable Replacement Facility, the City shall convey or relinquish to LACMTA or its designee, if permitted by Applicable Law and agreement, at no cost, all City real property interests being taken out of service by the Rearrangement, and for which replacement real property interests are provided.
(c) Subject to Section 4.3(b) (Rights-of-Way), the Parties acknowledge that LACMTA is responsible for the acquisition of any private rights-of-way necessary to Construct and/or operate the WSAB Project on the Project Right-of-Way and LACMTA (or the LACMTA Contractors) shall be responsible for the acquisition of any temporary construction easements necessary for the Construction and/or operation of the WSAB Project. Upon reasonable request by LACMTA, the City shall provide reasonable assistance as may be required for LACMTA to obtain rights-of-way necessary to Construct the City Portion including considering reasonable requests by LACMTA to convey to LACMTA, at no cost to LACMTA, any City-owned street crossings, slivers, surface easements and temporary construction easements that may be required for Construction and/or operation of the WSAB Project without requiring LACMTA to go through the appraisal, negotiations, offer, closing and transfer process.

Following any such reasonable request, LACMTA will prepare or cause to be prepared, the title documents and documents of conveyance and shall transmit such documents to the City Representative who shall process them through the required departments for execution and return them to LACMTA within 90 days after receipt, but in any event in accordance with the Project Schedule.
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EXECUTION VERSION
11 (d) The City agrees and acknowledges that this Agreement satisfies any LACMTA obligations to the City and otherwise relating to the certification of rights-of-way, and that the City shall cooperate with LACMTA, and assist LACMTA, with any right-of-way certification processes involving other entities or agencies.
(e) If, following a Rearrangement, a City Facility is located within the Project Right-of-Way, LACMTA shall provide the City with a license, in a form reasonably acceptable to the City, to operate, maintain, and/or remove such City Facility.

4.4 Inspection and Acceptance
The Parties agree that inspection and acceptance of the Construction of Rearrangements performed under this Agreement will be carried out in accordance with the procedure set out in EXHIBIT 8 (Inspection and Acceptance Procedure).

ARTICLE 5. BETTERMENTS

5.1 The City shall inform LACMTA what Betterments, if any, the City requests be implemented as a Rearrangement or a part of a Rearrangement by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. In addition:
(a) any Design furnished by the City under a Work Order shall specifically identify any Betterments included in such Design and where Betterments are identified, shall be accompanied by a completed Potential Notice of Betterment Form and submitted for LACMTA's review and approval; and (b) if a City comment to a LACMTA Submittal constitutes a Betterment, LACMTA will notify the City and within 10 days of delivery of that notice, the City will: (i) withdraw the relevant comment; or (ii) submit a request for the applicable Betterment by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. If the City fails to respond within 10 days of a notice delivered by LACMTA under this Section 5.1(b), the comment will be deemed to be withdrawn provided that such deemed withdrawal shall be without prejudice to the City's right to submit the Betterment under a subsequent Potential Notice of Betterment under this Section 5.1.

5.2 Subject to Section 5.1(b) (Betterments), the City shall submit any Potential Notice of Betterment Forms to LACMTA promptly after identifying a potential Betterment and in any event shall, unless otherwise agreed by LACMTA, deliver all Potential Notice of Betterment Forms to LACMTA prior to the establishment of the Basis of Design for the P3 Project Scope.

5.3 No Betterment shall be constructed and LACMTA shall have the right to refuse and withhold approval for any Betterment, that:
(a) is incompatible with the WSAB Project;
(b) cannot be performed within the constraints of Applicable Law, any applicable Governmental Approvals, and/or the Project Schedule; or
(c) is requested after the establishment of the Basis of Design for the P3 Project Scope.

5.4 If LACMTA approves a Betterment (with or without changes negotiated and agreed by LACMTA and the City):
(a) the LACMTA Representative shall counter-sign the Potential Notice of Betterment Form (updated to include any changes negotiated and agreed by LACMTA and the City); and (b) the City will be responsible for the cost of the Betterment.

5.5 LACMTA shall not be responsible for the cost of any Betterment. Such cost will be paid to LACMTA or credited to LACMTA in accordance with Section 7.2 (Reimbursement and Credits to LACMTA). -15-

EXECUTION VERSION
12 ARTICLE 6. OPERATION AND MAINTENANCE

6.1 LACMTA may, at any time during the original Term, issue to the City a request to extend the Term to include the Operation and Maintenance Phase or to enter into a new master cooperative agreement with respect to the Operation and Maintenance Phase.

6.2 Following issuance of a request by LACMTA under Section 6.1 (Operation and Maintenance), the Parties shall use good faith efforts to agree an amendment or supplement to this Agreement or to agree a new master cooperative agreement to address the Parties respective obligations during the operation and maintenance of the WSAB Project and the procedures and cost reimbursement principles that shall apply to the coordination and performance of their respective obligations during the operation and maintenance of the WSAB Project.

6.3 The Parties agree that any amendment or supplement to this Agreement or any new agreement entered into in accordance with Section 6.2 (Operation and Maintenance) shall be on terms that are substantially consistent with:
(a) the provisions set out in this Agreement (to the extent applicable and subject to any necessary amendments to reflect the different phase of the WSAB Project); and (b) the agreed operation and maintenance principles set out in EXHIBIT 9 (Operation and Maintenance Principles).

6.4 Any amendment, or supplement or new agreement agreed by the Parties in accordance with Section 6.2 (Operation and Maintenance) shall be finalized and documented in accordance with Section 10.7 (Amendments).

ARTICLE 7. REIMBURSEMENT AND CREDITS

7.1 Reimbursements to the City
(a) Except with respect to Betterments, LACMTA will reimburse the City for Costs incurred for work performed by the City or the City Contractors under a Work Order in accordance with this Section 7.1 and the provisions of the applicable Work Order.
(b) If a Rearrangement performed under a Work Order is limited to the removal or elimination of a City Facility, LACMTA will only be responsible for any Costs incurred in Abandoning such City Facility and will not be required to replace or compensate the City for the replacement of that City Facility. (c) As described in EXHIBIT 1 (Project Description), LACMTA (or its LACMTA Contractors) will be responsible for any environmental site assessments and any remediation of hazardous materials to be performed on the Project Site for the purposes of the WSAB Project. LACMTA will not be responsible for any costs relating to the presence or existence of any environmental hazard on, in, under or about any City Facility, including but not limited to, any "hazardous substance" as that term is defined under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), unless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions or remediation of hazardous materials is required to be performed on the Project Site for the purposes of the WSAB Project in accordance with the environmental site assessments.
(d) The City shall use the following procedures for submission of its billings to LACMTA, on a progress basis, for work performed by the City under a Work Order:
(i) the City shall commence its monthly billing within no more than 60 days, following the commencement of work under a specific Work Order and shall bill monthly thereafter following the City’s standard billing procedures;
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13 (ii) the City shall provide supporting documents to demonstrate the Costs incurred by the City with respect to a Work Order, including City Contractor invoices, and other data, to LACMTA upon request;
(iii) each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the LACMTA Representative; (C) include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and (D) reflect any applicable credits due to LACMTA under this Article 7;
(iv) the final billing, with a notation that all work covered by a given Work Order has been performed, shall be submitted to LACMTA within 60 days after completion of the work under the applicable Work Order, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and
(v) after the expiration of the 60 day period described in Section 7.1(d)(iv) (Reimbursements to the City), LACMTA may notify the City in writing that the 60 day closing billing period has expired, and upon the City’s receipt of such Notice from LACMTA, the City shall have 30 days to submit its final invoice. If the City fails to submit an invoice within such 30 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable closed out Work Order. (e) On completion of the Construction of the City Portion, LACMTA will issue a Notice of closeout to the City. Within 90 days of receiving such Notice, the City must issue invoices to LACMTA for all outstanding work. If the City fails to submit an invoice not previously submitted within such 90 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable invoice.

7.2 Reimbursements and Credits to LACMTA
(a) LACMTA shall receive a credit, or payment for:
(i) salvage for items recovered from existing City Facilities that the City intends to re-use in the performance of Construction work performed under the provisions of this Agreement where the amount of salvage credit or payment, if any, shall equal the depreciated value of like or similar materials as determined by agreement of the Parties, plus storage and transportation costs of such materials salvaged for the City’s use;
(ii) Betterments upon acceptance of physical work where:
(A) the amount of the Betterment payment shall be based upon the estimated cost of the Replacement Facility less the estimated cost of the Conflicting Facility; and (B) the amount of a Betterment credit, if any, shall be a fixed amount determined by the Parties during Design Development based upon estimates provided by the City and agreed to by LACMTA under a Potential Notice of Betterment Form; and (iii) the Expired Service Life Value of each Conflicting Facility being replaced if the Replacement Facility will have an expected period of useful service greater than the period that the existing Conflicting Facility would have had, had it remained in service and the Rearrangement not been made, where:
(A) the "Expired Service Life Value" shall be an amount determined by the Parties during Design Development based upon estimates provided by the City of the depreciated value of the Conflicting Facility (calculated by multiplying the cost of the -17-

EXECUTION VERSION
14 Replacement Facility by a fraction, the numerator of which is the age of the Conflicting Facility and the denominator of which is the estimated overall service life of the Conflicting Facility); and
(B) the Expired Service Life Value shall be determined by the Parties in accordance with Section 7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA) prior to the commencement of the applicable Rearrangement work and documented in the applicable Work Order.
(b) LACMTA shall receive:
(i) a credit (reflected on the applicable invoice(s) submitted by the City) for salvage, Betterments, and Expired Service Life Value of the City Facilities against work performed by the City, where the City performs the work under a Work Order; and
(ii) payment from the City for salvage, costs of Betterments, and Expired Service Life Value of the City Facilities where LACMTA performs the work invoiced and paid in accordance with this Article 7.
(c) The sum of credits and/or payments due to LACMTA for salvage shall be agreed by the Parties based on applicable books, records, documents and other data. In addition, LACMTA and the City may conduct an inspection survey of a Conflicting Facility during the Design Development process.

LACMTA may request and authorize the City to perform support services with respect to any such inspection survey pursuant to the procedures set out under Section 2.3 (Work Orders). (d) Where LACMTA is due a payment under this Article 7:
(i) LACMTA shall commence its monthly billing within no more than 60 days, following the commencement of the applicable work and shall bill monthly thereafter following LACMTA's standard billing procedures;
(ii) LACMTA shall provide supporting documents to demonstrate the costs incurred by LACMTA, including LACMTA Contractor invoices, and other data, to the City upon request; (iii) each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the City Representative; and (C) include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the applicable work and have not previously been billed or paid;
(iv) the final billing, with a notation that all applicable work has been performed, shall be submitted to the City within 60 days after completion of the applicable work, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the costs identified in such billing were appropriate and necessary to the performance of the applicable work and have not previously been billed or paid; and (v) after the expiration of the 60 day period described in Section 7.1(d)(iv) (Reimbursements and Credits to LACMTA), the City may notify LACMTA in writing that the 60 day closing billing period has expired, and upon LACMTA's receipt of such Notice from the City, LACMTA shall have 30 days to its submit final invoice. If LACMTA fails to submit an invoice within such 30 day period, then the City shall have no further obligation for payment to LACMTA with regard to any amounts due or payable under the applicable work.

7.3 Payment of Billings
Payment of each invoice properly submitted pursuant to Section 7.1 (Reimbursements to the City) or 7.2 (Reimbursements and Credits to LACMTA) shall be due within 60 days of receipt; provided that: (a) all such payments shall be conditional, subject to post-audit adjustments; (b) final payment for a Rearrangement shall -18-

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15 be contingent upon final inspection (and acceptance) of the work by the Party billed for such work, which inspection (and acceptance, where applicable), will not be unreasonably withheld or delayed; and (c) LACMTA may withhold payments in the amount of any credit amounts due to LACMTA if the City has not posted such credits within 60 days after submittal of requests for the same by LACMTA.

ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE

8.1 Indemnity
(a) Each Party shall release, defend, indemnify, and hold harmless the other Party and its respective officers, agents, representatives, and employees from and against all liabilities, expenses (including legal fees and costs), claims, losses, suits, and actions of any kind, and for damages of any nature, including but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with its performance under this Agreement.
(b) In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, the Parties, as between themselves, pursuant to Sections 895.4 and 895.6 of the Government Code, each assume the full liability imposed on them, or any of their officers, agents or employees, by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such Party would be responsible under Section 8.1(a) (Indemnity). The provisions of California Civil Code Section 2778 are made a part of this Agreement as if fully set out in this Agreement. (c) Each Party agrees to notify the other promptly upon receipt of any third-party claim for which a Party is entitled to indemnity under this Agreement.

8.2 Warranty
(a) In lieu of providing a bond, LACMTA warrants that any work affecting the structural stability of City Rights-of-Way shall be free from defect for a period of two years following City acceptance. Pursuant to this warranty and for the warranty period only, LACMTA, at its sole expense, shall remedy any damage to City Rights-of-Way to the extent caused by a failure of such structural support installed by LACMTA.
(b) Solely with respect to Rearrangements performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, the City and LACMTA each warrant to the other for a period of one year from and after acceptance of the work that any work performed by them shall be free from defect. Subject to Section 8.2(a) (Warranty), the limited warranty given under this Section 8.2(b) is the sole warranty given by the City and/or LACMTA, and, pursuant to this warranty, and for the warranty period only, the City or LACMTA, as the case may be, shall remedy any such discovered defect at its sole expense.
(c) In connection with Rearrangements performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, warranties supplied by the LACMTA Contractors and City Contractors to LACMTA or the City (as applicable) shall be made for the benefit of both LACMTA and the City.

8.3 Insurance
(a) The Parties must ensure that any contract entered into in connection with performance of the work under this Agreement contains:
(i) a provision requiring the general contractor, as part of the liability insurance requirements, to provide an endorsement to each policy of general liability insurance naming the City and LACMTA as additional insureds; and
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16 (ii) unless otherwise mutually agreed by the Parties, the requirement for: (A) construction general contractors to provide evidence of insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; and $1,000,000 in combined single limit (CSL) in auto liability; and (B) design contractors to provide evidence of insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; $1,000,000 (CSL) in auto liability; and $1,000,000 in professional liability.
(b) Each Party must:
(i) give the other Party 20 days' Notice prior to any reduction in scope or cancellation or expiration of any insurance procured by it under this Section 8.3; (ii) give the other Party 20 days' Notice prior to it agreeing to a reduction in scope or the cancellation or expiration of any insurance procured by a LACMTA Contractor or City Contractor (as applicable) under this Section 8.3; and
(iii) notify the other Party within five days if it receives a Notice from a LACMTA Contractor or City Contractor (as applicable) of the expiration of any insurance procured under this Section 8.3.

ARTICLE 9. RESOLUTION OF DISPUTES

9.1 Attempt to Resolve
In the event of dispute or difference arising under, out of or in connection with or relating to this Agreement, including any question regarding its existence, validity or termination ("Dispute"), the Parties shall make good faith efforts to resolve the Dispute through negotiation.

9.2 Arbitration – No Work Stoppage
(a) If the Parties are unable to resolve a Dispute pursuant to Section 9.1 (Attempt to Resolve), either Party may serve the other Party a demand for arbitration. Within 22 days (or such longer period as agreed by the Parties) of receipt of such demand, the Parties shall agree on a sole arbitrator. If the Parties are unable to agree to the appointment of a sole arbitrator within the 22 days (or any longer period as may be agreed), each Party shall select an arbitrator and those arbitrators shall select a qualified neutral third party to arbitrate with regard to the Dispute ("Neutral Arbitrator") to form a three-person panel. If either Party fails to designate its arbitrator within 22 days (or longer period as agreed) of delivery of the demand or if the two designated arbitrators are unable to select the Neutral Arbitrator within five days of their appointment, a Neutral Arbitrator shall be designated pursuant to Section 1281.6 of the California Code of Civil Procedure, who shall hear the matter as the sole arbitrator.
(b) The Parties acknowledge that Section 1283.05 of the California Code of Civil Procedure is applicable to those issues not involving work stoppage. A hearing date shall be set as promptly as possible following selection of the arbitrator in accordance with Section 9.2(a) (Arbitration – No Work Stoppage). The arbitrator's award shall follow promptly the hearing's conclusion, shall be supported by law and substantial evidence and the issuance of written findings of fact and conclusions of law.

The making of an award that does not comply with such requirements shall be deemed to be in excess of the arbitrator's power and the court shall vacate the award if after review it determines that the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.

9.3 Arbitration – Work Stoppage
(a) In the event of a Dispute, neither Party is permitted to stop work, except: (i) for reasons of public health or safety; or (ii) where work is prevented from continuing pending resolution of the Dispute. In the event that work is stopped, the provisions of this Section 9.3 shall apply. Upon stoppage of work, either Party may serve the other Party a demand for arbitration. A Neutral Arbitrator who is able to -20-

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17 hear the Dispute and render a decision within five days after being selected shall be immediately designated pursuant to Section 1281.6 of the California Code of Civil Procedure. (b) Notwithstanding Sections 1282.2(b) and Section 1282(e) of the California Code of Civil Procedure (regarding postponement of the hearing), where work is stopped, the Neutral Arbitrator may not postpone nor adjourn the hearing except upon the agreement of the Parties. The arbitration may proceed in the absence of a Party who, after due Notice, fails to appear. In addition to all other issues, the Neutral Arbitrator shall also determine whether it was absolutely necessary to stop and await resolution of the Dispute in order to continue the work. If it is determined that the work stoppage was not necessary, the Party that did not stop the work shall be entitled to damages (as determined by the Neutral Arbitrator) arising out of such work stoppage. Section 9.2(b) (Arbitration – No Work Stoppage) shall also apply.

9.4 Impartiality of Arbitrator
Any person who has any material financial or personal interest in the results of the arbitration shall be prohibited from acting as Neutral Arbitrator. Failure to disclose any such interest or relation shall be grounds for vacating an award handed down under Section 9.2 (Arbitration – No Work Stoppage) or 9.3 (Arbitration – Work Stoppage).

9.5 Compensation of the Arbitrator
Each Party shall pay the expenses and fees of the arbitrator it selects. The expenses and fees of the Neutral Arbitrator shall be paid in accordance with the provisions of Section 1284.2 of the California Code of Civil Procedure.

9.6 Other Provisions
An arbitrator or panel appointed under this Article 9 shall have only the authority to issue a non-binding award to resolve the dispute of the Parties. Except as otherwise expressly provided in this Agreement, any arbitration under this Article 9 shall be governed by the California Arbitration Act.

9.7 Incorporation of Subcontracts
The City must ensure that any contract entered into in connection with performance of the work under this Agreement includes provisions equivalent to this Article 9.

ARTICLE 10. MISCELLANEOUS

10.1 Force Majeure
No Party may bring a claim for a breach of obligations under this Agreement by the other Party or incur any liability to the other Party for any losses or damages incurred by that other Party if a Force Majeure Event occurs and the affected Party is prevented from carrying out its obligations by that Force Majeure Event.

During the continuation of any Force Majeure Event, the affected Party shall be excused from performing those of its obligations directly affected by such Force Majeure Event provided that the occurrence or continuation of any Force Majeure Event shall not excuse any Party from performing any payment obligations contemplated under this Agreement. If a Force Majeure Event occurs, the City agrees, if requested by LACMTA pursuant to Section 2.3 (Work Orders), and if deemed possible and feasible by the City (acting reasonably), to accelerate the performance of its obligations under this Agreement and any Work Order to mitigate any delay arising from the Force Majeure Event provided that LACMTA agrees to reimburse the City for the incremental actual costs of such acceleration.
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18 10.2 Existing Agreements
This Agreement does not negate or otherwise modify any existing easements, licenses or other use and/or occupancy agreements between the City and LACMTA or to which LACMTA has become or does become a successor either by assignment or by operation of law.

10.3 Audit and Inspection; Maintenance of Records
(a) Audit and Inspection. For the period commencing on the Effective Date and ending on the date falling three years after the end of the Term, each Party will have such rights to review and audit the other Party and its books, records and documents as may be deemed necessary for the purposes of verifying compliance with this Agreement, Applicable Law and the City Standards at all times during normal business hours, without charge. Each Party represents and warrants the completeness and accuracy in all material respects of all information it or its agents provides in connection with any audit by the other Party. If an audit shows that a financial adjustment is required, the Parties will use good faith efforts to agree such adjustment. The Parties must ensure that any contract entered into in connection with performance of the work under this Agreement contains provisions acknowledging the rights of the City or LACMTA (as applicable) under this Section 10.3(a). (b) Maintenance of Records. The City shall (and shall ensure that any City Contractor will) keep and maintain its books, records, and documents related to performance of the work under this Agreement (including all Costs incurred) for three years after the end of the Term; except that, all records that relate to Disputes being processed or actions brought under this Agreement must be retained and made available until any later date that such Disputes and actions are finally resolved. The City reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure or introduction into evidence in legal actions.

10.4 Notices
(a) Each Notice under this Agreement must be in writing and: (i) delivered personally; (ii) sent by certified mail, return receipt requested; (iii) sent by a recognized overnight mail or courier service, with delivery receipt requested; or (iv) sent by email communication followed by a hard copy, to the following addresses (or to such other address as may from time to time be specified in writing by such person):

To the City:

Jeffrey L. Stewart, City Manager
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
With a copy to:

Karl H. Berger, City Attorney
Hensley Law Group
2600 W. Olive Avenue, Suite 500
Burbank, CA 91505
With a copy to:

Len Gorecki, Assistant City Manager/Director of Public Works City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
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19 To LACMTA:

Chief Program Manager
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 16th Floor
Los Angeles, California 90012
Facsimile No.: (213) 922-7382
Attn: Eduardo Cervantes or John Koo, Third Party Administration With a copy to:

Program Management
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: June Susilo, Deputy Executive Officer
With a copy to:

County Counsel
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 24th Floor
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: Teddy Low, Senior Deputy County Counsel
With a copy to:

Metro Real Estate
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 22nd Floor – Real Estate
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: John Potts, Executive Officer
(b) Any Notice sent personally will be deemed delivered upon receipt, and any notice sent by mail or courier service will be deemed delivered on the date of receipt or on the date receipt at the appropriate address is refused, as shown on the records of the U.S. Postal Service, courier service or other person making the delivery, and any notice sent by email communication will be deemed delivered on the date of receipt as shown on the received email transmission (provided the hard copy is also delivered pursuant to Section 10.4(a) (Notices)). All Notices (including by email communication) delivered after 5:00 p.m. PST will be deemed delivered on the first day following delivery that is not a Saturday, a Sunday, or a federal public holiday.

10.5 Assignment; Successors and Assigns
A Party cannot assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the other Party unless this Agreement expressly provides otherwise. This Agreement is binding upon and will inure to the benefit of LACMTA and the City and their respective successors and permitted assigns.

10.6 Waiver
(a) No waiver of any term, covenant, or condition of this Agreement will be valid unless in writing and executed by the obligee Party.
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20 (b) Either Party's waiver of any breach or failure to enforce any of the terms, covenants, conditions, or other provisions of this Agreement at any time will not in any way limit or waive that Party's right to subsequently enforce or compel strict compliance with every term, covenant, condition, or other provision of this Agreement, despite any course of dealing or custom of the trade (other than the waived breach or failure in accordance with the provisions of such waivers).

10.7 Amendments
This Agreement can only be amended or replaced by a written instrument duly executed by the Parties.

10.8 Governing Law and Jurisdiction
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. The rights and remedies of LACMTA and the City for default in performance of this Agreement or any Work Order are in addition to any other rights or remedies provided by law.

10.9 Severability
If any provision of this Agreement is ruled invalid by a court having proper jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the balance of this Agreement, which will be construed and enforced as if this Agreement did not contain such invalid or unenforceable clause, provision, Article, Section, subsection or part.

10.10 Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

10.11 Limitation on Third Party Beneficiaries
Nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the Parties toward, any person not a party to this Agreement.

10.12 Survival
The representations, warranties, indemnities, waivers and any express obligations of the Parties following termination, set out in this Agreement shall survive the expiration or termination, for any reason, of this Agreement.

ARTICLE 11. DEFINITIONS AND INTERPRETATION

11.1 Definitions
Unless the context otherwise requires, capitalized terms and acronyms used in this Agreement have the meanings given in this Section 11.1.
"Abandon" means the permanent termination of service, or the removal of an existing City Facility or portion of it.
"ADA" means the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. "Adjacent Work" means any removal, demolition, repair, restoration, relocation or reconstruction of existing facilities and/or construction of new facilities and/or other physical works by the City or a third party: (a) that is performed or to be performed within, or within 100 feet of, the Project Site; or the performance of which is otherwise reasonably likely to conflict with the design, construction, operation or maintenance of the City -24-

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21 Portion; and (b) in the case of works performed or to be performed by a third party, of which the City is aware or ought to be aware.
"Advanced Conceptual Engineering" means the phase of the Design process that advances the project scope from a conceptual state to a level of schematic design that describes the project technical and architectural approach in order to address environmental and community impacts, significant interfaces and operational characteristics to support environmental approvals. The plan percentage complete ranges generally from the initiation of Design (0%) to 15%.
"Agreement" means this agreement and any schedules, exhibits, attachments and annexures to it. "Annual Work Plan" means an annual work plan prepared and agreed by LACMTA and the City in accordance with Section 2.2 (Annual Work Plan).
"Applicable Law" means any statute, law, code, regulation, ordinance, rule, common law, judgment, judicial or administrative order, decree, directive, or other requirement having the force of law or other governmental restriction (including those resulting from the initiative or referendum process) or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Entity which is applicable to the City Portion, Rearrangements, any work performed under this Agreement or any relevant person, whether taking effect before or after the date of this Agreement. Applicable Law excludes Governmental Approvals, customs, duties and tariffs. "Basis of Design" means:
(a) for those Rearrangements that are identified by LACMTA as being part of the Enabling Works (either under the provisions of this Agreement or by a notice delivered under Section 1.1(f) (Scope of Agreement)), the approval (or deemed approval) by the City under the provisions of this Agreement of the 60% Design Documentation for those Rearrangements; and (b) for those Rearrangements that are identified by LACMTA as being part of the P3 Project Scope (either under the provisions of this Agreement or by a notice delivered under Section 1.1(f) (Scope of Agreement)), the scope, specifications and requirements (including the requirements of the final EIR/EIS) that form the basis of the request for proposal issued by LACMTA for the P3 Project Scope. "Betterment" means work performed in connection with any Rearrangement or as part of a Rearrangement:
(a) comprising an upgrade, change or addition to a City Facility (or a part of a City Facility) requested by the City that provides for greater capacity, capability, durability, appearance, efficiency or function or other betterments of that City Facility over that which was provided by the City Facility prior to the Rearrangement; or
(b) for which the City Standards applicable to that Rearrangement are changed or added to after the establishment of the Basis of Design for that Rearrangement, provided that the term "Betterment" shall exclude:
(i) an upgrade, which the Parties agree, will be of direct and principal benefit to the construction, operation and/or maintenance of the WSAB Project;
(ii) an upgrade resulting from Design or Construction in accordance with the applicable City Standards as set out in EXHIBIT 5 (Design Requirements) and any changes or additions to those City Standards notified to LACMTA prior to the establishment of the Basis of Design for the Rearrangement and that have not been adopted by the City in breach of Section 3.5(a) (City Standards);
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22 (iii) measures to mitigate environmental impacts identified in the WSAB Project’s Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project;
(iv) replacement of devices or materials no longer regularly manufactured with the next highest grade or size; and
(v) an upgrade that is the consequence of changes made by LACMTA or a LACMTA Contractor after the establishment of the applicable Basis of Design. "City" is defined in the Preamble. "City" shall also refer to any City owned or operated "water" and/or "power" departments.
"City Construction Work" means any Construction work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Contractor" means any contractor, consultant, tradesperson, supplier or other person engaged or authorized by the City to perform any Adjacent Work, City Design Work, City Construction Work or any other work to be performed by the City under the provisions of this Agreement or otherwise on or about the Project Site but excluding LACMTA and the LACMTA Contractors.
"City Design Work" means any Design work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Facility" means real or personal property located within or near the City Portion, such as structures, improvements, and other properties, which are under the ownership or operating jurisdiction of the City, and shall include, but not be limited to, public streets (any classification), highways, bridges, retaining walls, pedestrian/utility tunnels, alleys, storm drains, sanitary sewers, survey monuments, parking lots, parks, public landscaping and trees, traffic control devices, lighting and communications equipment (cameras, sensors, LTE, microwave receivers, etc.) and public buildings, police and fire department related improvements, as well as any dams or water storage tanks, systems, and appurtenances. City-owned airport and harbour facilities are not included in this definition.
"City Maintenance Work" means any maintenance work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order or under the provisions of this Agreement. "City Municipal Code" means the Bellflower Municipal Code; "City Portion" means that portion of the WSAB Project that will pass in, on, under, over or along public streets, highways, bridges, parks and other public right-of-way within the City, as shown in Part B of EXHIBIT 3 (Project Site).
"City Representative" is defined in Section 2.1(b) (Governance). "City Rights-of-Way" means the public streets, highways, bridges, parks and other public rights-of-way within the City.
"City Standards" means the City's design standards and ordinances which govern the design of all Rearrangements, as specified in EXHIBIT 5 (Design Requirements) or adopted by the City and notified to LACMTA in accordance with Section 3.5 (City Standards) specified in EXHIBIT 5 (Design Requirements) which govern the design of all Rearrangements.
"Compliance Comment" means a comment on, objection to or the withholding of approval to a LACMTA Submittal on the basis of one or more of the following:
(a) the LACMTA Submittal or Design work or Construction work that is the subject of the LACMTA Submittal fails to comply with (or is reasonably likely to fail to comply if implemented in accordance -26-

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23 with the LACMTA Submittal) any applicable covenant, condition, requirement, term or provision of this Agreement; or
(b) LACMTA (or the relevant LACMTA Contractor (as applicable)) has not provided all content or information required with respect to the LACMTA Submittal. "Conflicting Facility" means an existing City Facility, which the Parties determine requires Rearrangement in order to construct, operate or maintain the WSAB Project. "Construction" means all construction activities related to the City Portion that are necessary to complete and operate and maintain the WSAB Project including the removal, demolition, replacement, restoration, alteration or realignment of existing facilities and the procurement, installation, inspection, and testing of new facilities including temporary and permanent materials, equipment, systems, software, and any components of such permanent materials, systems and software.
"Construction Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Construction Staging Plan" has the meaning given in EXHIBIT 7 (Construction Requirements). "Cost" means all eligible direct and indirect costs actually incurred for activities or work performed or materials acquired in accordance with the provisions of this Agreement, less (in respect of the City) credits to LACMTA as provided in Article 7 (Reimbursement and Credits) where:
(a) eligible direct costs include allowable direct labor costs, materials costs, and storage and transportation costs of materials salvaged for the City's use in performing the applicable work; (b) eligible indirect costs shall be computed based upon the indirect cost rates approved annually for the City by its cognizant agency, and as noted on the Form 60, for allocation to federally funded or state funded contracts; and
(c) unless the Internal Revenue Service and the CPUC issue regulations or rulings to the contrary, the eligible direct and indirect costs shall not include taxes purportedly arising or resulting from LACMTA's payments to the City under this Agreement.
"CPUC" means the California Public Utilities Commission. "days" means, unless otherwise stated and whether or not capitalized, calendar days. "Design" means all activities related to the design, redesign, engineering or architecture of any Construction work.
"Design Development" means the phase of the Design process that occurs after Advanced Conceptual Engineering and that develops, on a progressive basis, a clear indication of the design solutions for the applicable requirements and the major features of the architectural and structural design and third party interfaces that are intended to form the basis for the Final Design. "Design Documentation" means all drawings (including plans, profiles, cross-sections, notes, elevations, typical sections, details and diagrams), specifications, reports, studies, working drawings, shop drawings, calculations, electronic files, records and submittals necessary for, or related to, the design of the Rearrangements.
"Design Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Dispute" is defined in Article 9 (Resolution of Disputes). -27-

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24 "Effective Date" means the date stated as such on the first page of this Agreement, which shall be the date when this Agreement has been fully executed on behalf of the City and LACMTA. "EIR/EIS" means the Environmental Impact Report/Environmental Impact Statement for the WSAB Project completed pursuant to the California Environmental Quality Act and National Environmental Policy Act. "Enabling Works" means those elements of the WSAB Project scope that LACMTA intends to procure under separate contract package(s) to the P3 Project Scope, as described in Part B of EXHIBIT 1 (Project Description).
"Engineer of Record" means the individual, firm or entity that performs the Design, that imprints the engineer's/architect's seal on the drawings, and is responsible and liable for the Final Design. "Expired Service Life Value" is defined in Section 7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA). "Final Design" means the phase of the Design process which provides the detailed design for all temporary and permanent project facilities and addresses and resolves all Design review Compliance Comments and finalizes all engineering, architectural and systems designs necessary for Construction. It ends with an approved-for-construction plan status and with the Design being signed and sealed by the 'Engineer of Record'.
"Force Majeure Event" means the occurrence of any of the following events after the date of this Agreement that directly causes either Party (the "affected Party") to be unable to comply with all or a material part of its obligations under this Agreement:
(a) war, civil war, invasion, violent act of foreign enemy or armed conflict or any act of terrorism; (b) nuclear, chemical or biological contamination unless the source or cause of the contamination is brought to or near the Project Site by affected Party;
(c) ionizing radiation unless the source or cause of the ionizing radiation is brought to or near the Project Site by the affected Party;
(d) any fire, explosion, unusually adverse weather, flood or earthquakes; (e) any named windstorm and ensuing storm surges, including the direct action of wind originating from a named windstorm;
(f) any riot or civil commotion;
(g) any blockade or embargo;
(h) epidemic, pandemic or quarantine; or
(i) any official or unofficial strike, lockout, go-slow or other dispute, generally affecting the construction industry or a significant sector of it,
except, in each case, to the extent attributable to any breach of this Agreement or Applicable Law by, or any negligent act or negligent omission of, the affected Party. "Form 60" means Form 60 (Professional Services Cost/Price Summary) in the form attached as Part A of EXHIBIT 10 (Forms).
"Governmental Approval" means any approval, authorization, certification, consent, license, permit, registration or ruling, issued by any Governmental Entity required to carry out the Rearrangements, the City Portion or any other work to be performed under the provisions of this Agreement. -28-

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25 "Governmental Entity" means any federal, state, or local government and any political subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or entity (including the California Department of Transportation, CPUC and United States Army Corps of Engineers) other than LACMTA and the City. "LACMTA" is defined in the Preamble.
"LACMTA Contract" means any contract, subcontract or other form of agreement between LACMTA and a LACMTA Contractor or between a LACMTA Contractor and its lower tier subcontractor. "LACMTA Contractor" means any contractor, consultant, tradesperson, supplier, private developer, employee, member of staff, engineer, architect, agent, operator, or other person engaged or authorized by LACMTA to carry out works with respect to the City Portion, any Rearrangement or otherwise contemplated under the provisions of this Agreement and any other person with whom any LACMTA Contractor has further subcontracted part of such works.
"LACMTA Fiscal Year" means each one year period commencing on July 1 of a calendar year and terminating on June 30 of the following calendar year.
"LACMTA Representative" is defined in Section 2.1(b) (Governance). "LACMTA Retained Scope" means the WSAB Project scope elements for which LACMTA intends to retain responsibility, as described in Part B of EXHIBIT 1 (Project Description). "LACMTA Submittal Review Period" means, for each LACMTA Submittal, a period of 30 days from the date of delivery of the LACMTA Submittal to the City under the provisions of this Agreement or such other period as the Parties may agree under the applicable Work Order. "LACMTA Submittals" means:
(a) Design Documentation for a Rearrangement (other than any Design Documentation for which the City is responsible under a Work Order);
(b) Construction Management Plans for Construction work performed by LACMTA or a LACMTA Contractor within the City Rights-of-Way; and
(c) any other documents which LACMTA (or the LACMTA Contractors) must submit to the City in accordance with this Agreement.
"Neutral Arbitrator" is defined in Section 9.2(a) (Resolution of Disputes). "Non-conforming Work" means Design work or Construction work not in accordance with the requirements of this Agreement.
"Notice" means any communication under this Agreement including any notice, consent, approval, request, and demand.
"Operation and Maintenance Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"P3 Developer" means the LACMTA Contractor that is awarded the P3 Project Scope. "P3 Project Scope" means those elements of the WSAB Project scope that LACMTA intends to procure under a design, build, finance, operate and maintain agreement, as described in Part B of EXHIBIT 1 (Project Description).
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EXECUTION VERSION
26 "Package" means each package of Design Documentation submitted by LACMTA or a LACMTA Contractor to the City in accordance with this Agreement.
"Parties" means collectively the City and LACMTA, and each a "Party". "Permit Notification" means a blanket Permitting Process and Waiver of Certain Permit Fees issued by the City.
"Planning and Procurement Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Potential Notice of Betterment Form" means the form set out in Part B of EXHIBIT 10 (Forms). "Project Right-of-Way" means the permanent right-of-way for the WSAB Project, as identified in Part A of EXHIBIT 3 (Project Site), or as notified by LACMTA to the City and compliant with the Project's Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project.
"Project Schedule" means the schedule for the WSAB Project including the City Portion set out in Part B of EXHIBIT 2 (Project Phases and Project Schedule).
"Project Site" means, collectively, the Project Right-of-Way and each temporary construction easement for the WSAB Project, as identified in Part A of EXHIBIT 3 (Project Site). "Rearrangement" means the work of:
(a) removal, replacement, restoration, alteration, reconstruction, support, or relocation of all or a portion of a Conflicting Facility, whether permanent or temporary, which LACMTA determines in its sole discretion is necessary in order for the WSAB Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary in order to construct, operate or maintain the WSAB Project; or
(b) the installation of new and required City Facilities which LACMTA determines in its sole discretion is necessary in order for the WSAB Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary as a result of the impact of the construction, operation or maintenance of the WSAB Project.
"Replacement Facility" means a facility, which may be constructed or provided under this Agreement as a consequence of the Rearrangement of a Conflicting Facility or a part of it. "Temporary Facilities" means a facility constructed for the purpose of ensuring continued service while a City Facility is taken out of full or partial service for permanent Rearrangement and/or any work on a City Facility, which will be removed or restored to its original condition after such Construction activities are completed.
"Term" is defined in Section 1.2 (Duration of Agreement). "Traffic Control and Lighting Work" has the meaning given in EXHIBIT 5 (Design Requirements). "Traffic Management Plan" means a plan that addresses traffic control requirements in construction areas through a worksite traffic control plan and along detour routes through a traffic circulation plan. "Work Order" means a work request submitted by LACMTA to the City authorizing the performance of any work associated with the WSAB Project and the associated purchase of required materials. "Working Group" means each working group established pursuant to Section 2.1(c) (Governance). -30-

EXECUTION VERSION
27 "WSAB Project" means the design, construction, operation and maintenance of a light rail transit system known as the West Santa Ana Branch Transit Corridor, as more fully described in EXHIBIT 1 (Project Description).

11.2 Interpretation
(a) In this Agreement unless otherwise expressly stated:
(i) headings are for convenience only and do not affect interpretation; (ii) a reference to this Agreement or any other agreement, instrument, or document is to this Agreement or such other agreement, instrument, or document as amended or supplemented from time to time;
(iii) a reference to this Agreement or any other agreement includes all exhibits, schedules, forms, appendices, addenda, attachments, or other documents attached to or otherwise expressly incorporated in this Agreement or any such other agreement (as applicable); (iv) subject to Section 11.2(a)(v) (Interpretation), a reference to an Article, Section, subsection, clause, Exhibit, schedule, form or appendix is to the Article, Section, subsection, clause, Exhibit, schedule, form, or appendix in or attached to this Agreement; (v) a reference in the main body of this Agreement, or in an Exhibit, to an Article, Section, subsection, or clause is to the Article, Section, subsection, or clause of the main body of this Agreement, or of that Exhibit (as applicable);
(vi) a reference to a person includes such person's permitted successors and assigns; (vii) a reference to a singular word includes the plural and vice versa (as the context may require); (viii) the words "including", "includes" and "include" mean "including, without limitation", "includes, without limitation" and "include, without limitation", respectively and the word "or" is not exclusive;
(ix) an obligation to do something "promptly" means an obligation to do so as soon as the circumstances permit, avoiding any delay and "shall" when stated is to be considered mandatory; and
(x) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" mean "to and including". (b) This Agreement is not to be interpreted or construed against the interests of a Party merely because that Party proposed this Agreement or some provision of it, or because that Party relies on a provision of this Agreement to protect itself.
-31-

EXECUTION VERSION
28 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

APPROVED AS TO FORM

DAWYN R HARRISON,
ACTING County Counsel
By: _________________________
Teddy Low
Senior Deputy County Counsel
"LACMTA"

THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities
Code
By: ____________________________
Name: ____________________________
Its: _______________________________

APPROVED AS TO FORM
KARL H. BERGER,
City Attorney
By: _________________________
Karl H. Berger
City Attorney

ATTEST
By: _______________________
Mayra Ochiqui
City Clerk
"CITY"

THE CITY OF BELLFLOWER,
a California municipal corporation
By: _____________________________
Jeffrey L. Stewart
City Manager

-32-

EXECUTION VERSION
29 EXHIBIT 1 – PROJECT DESCRIPTION
Part A: WSAB Project
The WSAB Project is a new 19-mile light rail transit (LRT) line that will connect southeast LA County to downtown Los Angeles, serving the cities and communities of Artesia, Cerritos, Bellflower, Paramount, Downey, South Gate, Cudahy, Bell, Huntington Park, Vernon, unincorporated Florence-Graham community of LA County and downtown Los Angeles.

The project area is home to 1.2 million residents and is a job center to approximately 584,000 employees. Projections show the resident population increasing to 1.5 million and jobs increasing to 670,000 by 2040. Population and employment densities are five times higher than the LA County average. This rail corridor is anticipated to serve commuters in a high travel demand corridor by providing relief to the limited transportation systems currently available to these communities. In addition, the project is expected to provide a direct connection to the Metro Green Line, Metro Blue Line and the LA County regional transit network. The WSAB Project involves a shared corridor of approximately 10 miles of freight-owned ROW that runs along the W ilmington and La Habra Branches (owned by Union Pacific Railroad, UPRR) and the San Pedro Subdivision (owned by the Ports of LA and Long Beach).

The main goals of the WSAB Project are to:

1. Provide mobility improvements

2. Support local and regional land use plans and policies

3. Minimize environmental impacts

4. Ensure cost effectiveness and financial feasibility

5. Promote equity
Part B: Anticipated Contractual Packages
As at the date of this Agreement, the Enabling Works, P3 Project Scope and LACMTA Retained Scope are anticipated to comprise of the following scope elements:

Enabling Works LACMTA Retained Scope P3 Project Scope
• Advanced utility relocation
• Freight relocation
• Grade crossings
- Civil and Striping
- Drainage
- Utilities
- Traffic Control
- Signal (Freight
Preemption only)
• Right-of-way acquisition
• Supply and installation of fare
collection equipment and all fare
collection activities
• Security and enforcement
activities, with limited exceptions
(such as at maintenance storage
facilities)
• Art installation
• Bike hubs and/or lockers
• Environmental site assessment
including identification of
potential or existing
contamination or hazardous
materials through soil borings
• Design and construction of the
WSAB Project (including all
stations, vehicles, light rail
track, systems and
maintenance storage
facilities), other than those
scope elements that are
defined as part of the
Enabling Works or that are
LACMTA Retained Scope
• The operation of all train
services and performance of
all other operating functions
for the WSAB Project during
the term of the LACMTA
Contract with the P3
Developer, other than those
scope elements that are
LACMTA Retained Scope
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EXECUTION VERSION
30 and review of publicly available
information
• Geotechnical investigations
• Remediation of hazardous
materials (if any)
• All asset management and
maintenance activities for the
WSAB Project during the term
of the LACMTA Contract with
the P3 Developer, other than
those scope elements that are
LACMTA Retained Scope

-34-

EXECUTION VERSION
31 EXHIBIT 2 – PROJECT PHASES AND PROJECT SCHEDULE
Part A: Phases
As at the date of this Agreement, the phasing and time periods for the early phasing is anticipated to be as set out in this Part A. The phases described in this Part A may overlap and the time periods are subject to change.

PHASE KEY ACTIVITIES
Planning & Advanced
Conceptual
Engineering
Key activities include:
• Preparation of the draft EIR/EIS and the final EIR/EIS • Approval by LACMTA Board of the locally preferred alternative (LPA) • Preparation of Advanced Conceptual Engineering (15%) for the WSAB Project • Certification of the final EIR by the LACMTA Board
• FTA issuance of the Record of Decision
• Preparation of the Mitigation Monitoring and Reporting Plan (MMRP) Enabling Works:

Engineering &
Procurement
Key activities include:
• Engineering and Design Development for the Enabling Works by LACMTA and the LACMTA Contractors (including any Rearrangements included within that Enabling Works scope) through to Final Design
• Working with third parties to obtain third party approvals for the Enabling Works, including CPUC, United Pacific Railroad and Caltrans
• Procurement of LACMTA Contractor(s) to perform the Enabling Works Enabling Works:

Construction
Key activities include:
• Construction of Enabling Works (including any related Rearrangements) -35-

EXECUTION VERSION
32 PHASE KEY ACTIVITIES
P3 Project Scope:

Procurement
Key activities include:
• Definition of the scope, specifications and requirements for the P3 Project Scope • Procurement of the P3 Developer to perform the P3 Project Scope (a two-stage procurement process including a request for qualifications and a request for proposal phase is anticipated)
P3 Project Scope:

Design Build
Key activities include:
• Design Development for the P3 Project Scope by the selected P3 Developer through to Final Design
• Construction of the P3 Project Scope (including any related Rearrangements) by the P3 Developer
• Performance of any LACMTA Retained Responsibilities by LACMTA • Testing, trial running and certification of revenue service availability Operation and
Maintenance
Key activities include:
• Operation of passenger service on the WSAB Project by the P3 Developer • Maintenance of the WSAB Project by the P3 Developer
• Performance of any LACMTA Retained Responsibilities by LACMTA

Part B: Project Schedule
As notified by LACMTA to the City or otherwise incorporated in an amendment of this Agreement.

-36-

EXECUTION VERSION
33 EXHIBIT 3 – PROJECT SITE
Part A: WSAB Project Site

Part B: City Portion
The drawing depicting the City Portion will be as notified by LACMTA to the City or otherwise incorporated in an amendment of this Agreement.
-37-

EXECUTION VERSION
34 EXHIBIT 4 – ROLES AND RESPONSIBILITIES
Part A: LACMTA Representative and City Representative
The initial designations of the LACMTA Representative and City Representative are as follows:

LACMTA Representative LACMTA Program Management or such other person, or the holder of a specified office or position, specified, from time to time, by LACMTA’s Chief Executive
Officer, or his/her designee
City Representative City Manager or his/her designee

Part B: Summary of Key Roles and Responsibilities
Phase LACMTA City
LACMTA Retained P3 Developer
General Performing its retained
obligations and ensuring that
the LACMTA Contractors
(including the P3 Developer)
comply with the provisions of
this Agreement
During the term of its LACMTA
Contract with LACMTA,
performing LACMTA's
responsibilities under this
Agreement other than Cost
reimbursement and those
obligations specifically retained
by LACMTA and excluded from
the P3 Project Scope
Performing all of City's
obligations under this
Agreement and ensuring
that all City Contractors
comply with the provisions
of this Agreement
Planning and
Advanced
Conceptual
Engineering
Managing the planning
process and preparing all
environmental documents
including the EIR/EIS
Preparing Advanced
Conceptual Engineering for
the WSAB Project
Not applicable Providing support and
assistance to LACMTA in
obtaining Governmental
Approvals and in dealing
with other third parties with
respect to the City Portion
Enabling
Works:

Engineering &
Procurement
Preparing and submitting the
Design for Enabling Works to
the City to the extent required
by this Agreement, up to and
including Final Design stage
Preparing the procurement
documents and managing the
procurement for the Enabling
Works
Not applicable Reviewing and approving
Designs submitted to it in
accordance with agreed
procedures
Performing any other
Design-related obligations
under any Work Orders
Providing assistance to
LACMTA in procuring any
right-of-way necessary for
the City Portion
-38-

EXECUTION VERSION
35 Phase LACMTA City
LACMTA Retained P3 Developer
Enabling
Works:

Construction
Monitoring progress and
performance of the LACMTA
Contractor(s) responsible for
Enabling Works
Interfacing and coordinating
with the LACMTA Contractor(s)
responsible for the Enabling
Works
Performing its
Construction-related
obligations under any
Work Orders
Coordinating Adjacent
Work, City Construction
Work and City
Maintenance Work
P3 Project
Scope:

Procurement
Preparing the procurement
documents and managing the
procurement for the P3 Project
Scope
Submitting its proposal in
accordance with the
procurement documents
To the extent requested by
LACMTA, reviewing the
scope, specifications and
requirements for any
Rearrangements included
within the P3 Project
Scope
P3 Project
Scope: Design
Build
Reviewing Designs prepared
by the P3 Developer and
ensuring that such Designs
are submitted to the City to the
extent required by this
Agreement
Performing and/ or ensuring
that LACMTA Contractors
perform the LACMTA
Retained Scope
Monitoring progress and
performance of the P3
Developer's Construction work
Defining its design
management plan for the
design of the P3 Project Scope
Submitting Design Packages in
accordance with the provisions
of its LACMTA Contract with
LACMTA and its design
management plan, and
submitting such Designs to the
City to the extent required by
this Agreement, up to and
including Final Design stage
Performing the Construction
work required to be performed
under the P3 Project Scope in
accordance with the Final
Designs, approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Scope and the provisions of
this Agreement
Reviewing and approving
Designs submitted to it in
accordance with agreed
procedures
Performing any other
Design-related obligations
under any Work Orders
Performing its
Construction-related
obligations under any Work
Orders
Coordinating Adjacent
Work, City Construction
Work and City
Maintenance Work
Operation and
Maintenance
Performing or ensuring that
LACMTA Contractors perform,
the LACMTA Retained Scope
Monitoring performance of the
P3 Developer's operation and
maintenance work
Performing the operation and
maintenance work required to
be performed under the P3
Project Scope in accordance
with the approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Scope and the provisions of
this Agreement (including any
amendment or supplement or
new agreement entered into
Performing any operation
and maintenance work
allocated to the City under
the provisions of this
Agreement (including any
amendment or supplement
or new agreement entered
into under Article 6
(Operation and
Maintenance)) and
coordinating maintenance
-39-

EXECUTION VERSION
36 Phase LACMTA City
LACMTA Retained P3 Developer
under Article 6 (Operation and
Maintenance))
work and Adjacent Work
with LACMTA and the P3
Developer

Part C: Issue Resolution Ladder
The following City staff or its designees shall be responsible for coordinating among the applicable City departments and divisions as necessary to make the designated decision or approval.

City Team Partial List of Key Functions for Decision or Approval LACMTA Team City Manager,
Director of Public
Works, Designated
Project Manager or
Designated
Representative
Spearhead council approval of all work outside of normal working hours including any night work variances, holiday work restrictions, police & fire department requests, peak hours exemptions, and other requests with potential short- term impacts to the community (i.e. revised detours,
temporary full street closures, revised haul routes)
LACMTA Chief Program
Manager
Director of Public
Works, City
Engineer, or
Designated
Representative
Approve all final Construction plans and related documents as required by this Agreement.

Provide overall leadership in timely resolution of Design, Construction, plan review, and related administrative
matters.

CA Professional Engineer Registration
LACMTA Senior
Executive Officer over
Designated Project
Manager
City Public Works
Construction
Department Head or
Designated
Representative
Provide Construction support as specified in this Agreement Manage assigned resources and coordinate interactions
between the City and LACMTA and the LACMTA
Contractors as it relates to Construction support.

Provide independent quality assurance (IQA) functions
where LACMTA performs work within City Right-of-Way
such as street improvement, signal, lighting, and utility work.

LACMTA Designated
Project Manager level
(Executive Officer or
Deputy Executive
Officer) or Designated
Construction Manager
(Deputy Executive
Officer or Senior
Director)
City Public Works
Permit Division
Head or Designated
Representative
Oversee and coordinate all plan reviews as specified in this Agreement
Manage and coordinate interaction of the City with LACMTA and the LACMTA Contractors as it relates to Design review and comment resolution.

Provide the necessary coordination in planning,
engineering, technical, analytical and administrative support services with respect to design approval including fire/life safety, police/public security, access, transportation
engineering, civil and structural engineering, street lighting engineering, drainage, sanitation, landscaping, and related maintenance requirements.

Skilled in change management and expedited approvals.

LACMTA Designated
Project Engineer
(Deputy Executive
Officer or Senior Director
levels), consultant CM,
and LACMTA Third
Party Admin Dept
Project Lead (Civil)
-40-

EXECUTION VERSION
37 City Traffic Engineer
or Designated
Representative
Approve all worksite traffic control plans and any final design documents pertaining to both permanent and temporary
traffic controls (signals, striping, WATCH lane closures, MUTCD restrictions, lighting, etc. )
LACMTA Designated
Project Engineer
(Deputy Executive
Officer or Senior Director
levels), consultant CM,
LACMTA Third Party
Admin Dept Project Lead
(Civil) and TE
consultants.

-41-

EXECUTION VERSION
38 EXHIBIT 5 – DESIGN REQUIREMENTS

1. GENERAL DESIGN CRITERIA
Any Design work for any Rearrangements shall be performed in accordance with:
(a) the Design requirements set out in this EXHIBIT 5 or otherwise under the provisions of this Agreement and the relevant Work Order (if applicable); and
(b) all Governmental Approvals, Applicable Law and, subject to Section 3.5 (City Standards) of this Agreement, the City Standards.

2. CITY STANDARDS
The Parties agree that for the purposes of this Agreement, the "City Standards" will be those City design standards and ordinances notified by the City to LACMTA or otherwise incorporated in an amendment of this Agreement in accordance with Section 3.5 (City Standards) of the Agreement.

3. SPECIFIC DESIGN REQUIREMENTS FOR REARRANGEMENTS

3.1 Surface Openings. To the extent operationally and fiscally practical, LACMTA shall locate surface openings, if any to mitigate: (a) the effect on existing features of landscape and improvements; and (b) public disruption; in each case after taking account of health and safety concerns. Placement of gratings in sidewalks will be avoided to the extent reasonably practicable; however, all other openings, such as mechanical access openings, shall be regularly permitted in sidewalks, provided such openings are enclosed.

3.2 Landscaping. Trees and landscaped areas under ownership or daily control of the City shall be preserved whenever practical. Trees in the Project Site, which are not being removed by LACMTA, shall be adequately protected. Trees that must be removed due to Rearrangements shall be replaced by LACMTA, if the City elects and right-of-way is available. Replacement work shall be in accordance with applicable City Standards and shall be coordinated with the City. Landscaped areas removed due to Rearrangements shall be restored to the original condition to the extent practical as agreed to by the City and LACMTA.

3.3 Traffic Control Devices and Lighting Systems. If a Rearrangement requires the removal and reinstallation, or modification of existing or installation of new traffic control devices or lighting systems ("Traffic Control and Lighting Work"), then LACMTA must obtain the City's approval of LACMTA's Design for the Traffic Control and Lighting Work (which consent may not be unreasonably delayed or withheld).

3.4 Private Projections in Public Ways. If LACMTA determines that a private projection in, over or under any City Facilities or the City Rights-of-Way must be removed to accommodate the WSAB Project, LACMTA will issue a Work Order to the City and the City shall take all reasonable actions within its powers to require the elimination of such projections by the time specified in the Work Order. If the City is not empowered to effect the removal of such projections, or if LACMTA otherwise elects, LACMTA will make its own arrangements for removal of such projections. The City will cooperate with LACMTA to minimize the cost to eliminate, move, remove or otherwise terminate projections.

3.5 City Communications Facilities. The relocation of any conflicting underground City communications facilities shall be done by employing intercept-style manholes at both ends of every conflicting communications conduit segment in question, directly on the alignment of existing conduit segment(s), and beyond the area of the conflicting communications facilities.

4. PREPARATION AND SUBMISSION OF DESIGN DOCUMENTATION
For those Rearrangements where LACMTA is responsible for the Design work under the provisions of this Agreement, LACMTA will, and will ensure that the LACMTA Contractors will:
(a) prepare and submit all Design Documentation to the City:
-42-

EXECUTION VERSION
39 (i) in Packages in accordance with the schedule under the applicable design management plan defined by LACMTA and/or the applicable LACMTA Contractor and notified to the City (as may be updated and notified to the City from time to time); and (ii) in a manner and at a rate which, having regard to the quantum of Design Documentation submitted, will give the City a reasonable opportunity to review the submitted Design Documentation;
(b) ensure that the Design Documentation submitted for the Final Design is of a level of detail which is sufficient to permit the City to determine whether the Design Documentation complies with this Agreement and the Construction work which will be performed in accordance with the Design Documentation will comply with this Agreement and highlights any material amendments made since any earlier submittal of that Design Documentation;
(c) invite the City to attend any pre-submittal workshops held where Design Documentation for a Rearrangement is to be presented; and
(d) if reasonably requested by the City, make available the appropriate design personnel to participate in design review meetings after submittal of any Design Documentation for a Rearrangement to explain the Design Documentation or a particular element of it and provide such information regarding the Design Documentation as the City may reasonably request.

-43-

EXECUTION VERSION
40 EXHIBIT 6 – LACMTA SUBMITTAL REVIEW PROCEDURE

1. GENERAL

1.1 The Parties agree that individuals undertaking Design review on behalf of the City under this Agreement shall, where reasonably possible, be consistent throughout the Design Phase. The City will ensure that any individual undertaking Design review on behalf of the City under this agreement has the appropriate qualifications, capability and experience to perform the review.

1.2 The procedures set out in this EXHIBIT 6 will govern all LACMTA Submittals to the City pursuant to this Agreement.

2. REVIEW PROCEDURE

2.1 The City shall notify LACMTA and the relevant LACMTA Contractor (if applicable) within 10 days of receipt of a LACMTA Submittal from LACMTA or a LACMTA Contractor if it considers (acting reasonably) that the LACMTA Submittal submitted is incomplete or deficient for the City's review purposes and requires re- submission, together with a detailed description of the information that it deems to be missing or deficient. If no such Notice is delivered by the City within such ten-day period, the LACMTA Submittal shall be deemed complete and acceptable for review purposes.

2.2 The City shall (or must require that the relevant City Contractor) within the LACMTA Submittal Review Period:
(a) review the LACMTA Submittal; and
(b) notify LACMTA and the relevant LACMTA Contractor (if applicable) that it:
(i) approves the LACMTA Submittal; or
(ii) rejects the LACMTA Submittal with detailed reasons including all Compliance Comments.

2.3 All Compliance Comments shall be transmitted in the form of a comment matrix, through the LACMTA 'Quality Management Oversight' database or through another equivalent format (in each case, as notified and provided by LACMTA) and shall be accompanied by an annotated LACMTA Submittal (if applicable). Where a database is used for transmission of comments, LACMTA will provide the City (and the relevant City Contractors) with user accounts and training for this purpose.

2.4 If no comments are received within the LACMTA Submittal Review Period, the LACMTA Submittal shall be deemed complete and approved by the City.

2.5 The Parties acknowledge that the LACMTA Submittal review process set out in this EXHIBIT 6 is intended to facilitate the LACMTA Submittal review process and be consistent (with necessary changes) with the LACMTA Guidelines on Enhanced Partnered Coordination and shall supersede the submittal / shop drawing review schedules specified in any standards referenced in this Agreement.

3. GROUNDS FOR OBJECTION OR COMMENT

3.1 The City will only be entitled to reject a LACMTA Submittal under Article 2 (Review Procedure) of this EXHIBIT 6 if such LACMTA Submittal fails to comply with the requirements set out in this Agreement, as specified in the City's Compliance Comments.

3.2 If the City rejects a LACMTA Submittal in accordance with Article 2 (Review Procedure) of this EXHIBIT 6, LACMTA must (or must require that the relevant LACMTA Contractor):
(a) address the Compliance Comments and re-submit the LACMTA Submittal for review; or -44-

EXECUTION VERSION
41 (b) notify the City that it does not agree with the grounds for rejection. If LACMTA does not agree with the grounds for rejection on the basis that such grounds would constitute a Betterment, Article 5 (Betterments) of this Agreement shall apply.

3.3 The City agrees that during the Final Design stage, it shall not raise any new issues, or make any comments, which are inconsistent with its comments on earlier submittals, or with any changes already agreed to by the City.

3.4 The City's approval of the Final Design for any Rearrangement will not be withheld if the submittal is consistent with the most recent earlier submittal for such Rearrangement, modified as appropriate to respond to the City's Compliance Comments on such earlier submittal (to the extent such comments were made in accordance with the provisions of this Agreement) and to reflect any subsequent changes agreed to by the City and LACMTA.

4. NO COMMENCEMENT OF CONSTRUCTION WORK
LACMTA and the City must not commence or permit the commencement of any Construction work that is the subject of, governed by or dependent upon a LACMTA Submittal until LACMTA (or a LACMTA Contractor) has submitted the relevant LACMTA Submittal to the City in accordance with this EXHIBIT 6 and:
(a) within seven days of receiving a Notice from LACMTA (or the relevant LACMTA Contractor (as applicable)) that the City failed to respond to a LACMTA Submittal within the relevant LACMTA Submittal Review Period, the City fails to respond to such LACMTA Submittal; or (b) the City has notified LACMTA (and the relevant LACMTA Contractor (as applicable)) that it approves such LACMTA Submittal.

-45-

EXECUTION VERSION
42 EXHIBIT 7 – CONSTRUCTION REQUIREMENTS

1. GENERAL REQUIREMENTS
(a) Any Construction work for any Rearrangements or the City Portion to be performed within the City Rights-of-Way shall be performed in accordance with:
(i) in the case of any Rearrangements, the approved Final Design (including any changes agreed under Section 3.6 (Changes to Design) of this Agreement; (ii) all Governmental Approvals, Applicable Law and, subject to Section 3.5 (City Standards) of this Agreement, the City Standards;
(iii) the schedule for such Construction work agreed under the relevant Work Order (if applicable) or otherwise under the Project Schedule; and
(iv) all other Construction requirements set out in this EXHIBIT 7 or otherwise under the provisions of this Agreement and any relevant Work Order (if applicable). (b) In conjunction with its contractors, LACMTA will be responsible for conducting public outreach to provide proper notifications to the affected communities prior to and during Construction complying with the approved final EIR/EIS documents.

2. EXTENDED WORKING HOURS
The Parties acknowledge that extended working hours (beyond the windows contemplated in the City's ordinances limiting work hours and including holiday or weekend working) may be necessary to facilitate Construction and operation of the City Portion. The Parties will agree such working hours following joint review of the schedule and activities to be carried out by LACMTA and the LACMTA Contractors. If a change is required to the agreed working hours, the Parties will negotiate in good faith to agree such change.

3. HAULAGE ROUTES
The Parties will agree haulage routes reasonably necessary to facilitate Construction and operation of the City Portion. If a change is required to an agreed haulage route, the Parties will negotiate in good faith to agree such change.

4. INTERRUPTIONS
(a) The Parties acknowledge that certain components of the work in the City Portion will require interruption of the City services. The Parties will agree a plan for any such interruptions and, subject to City approval of the plan, the City consents to scheduled interruption of services deemed necessary by LACMTA. LACMTA must provide the City prior Notice before the City services are interrupted. (b) LACMTA will notify affected parties, including residents, businesses, Council office, and other elected officials in advance of scheduled interruptions and will cooperate with the City to minimize interruption of the City services and resulting disruptions, provided that notification may be delayed where LACMTA is required to interrupt services in the event of emergency. Where the City determines that Temporary Facilities are necessary and appropriate, LACMTA shall accommodate this request.

5. CONSTRUCTION STAGING PLANS

5.1 General Requirements
(a) LACMTA or the LACMTA Contractors shall develop a construction staging plan ("Construction Staging Plan") for any Construction work to be performed within the City Rights-of-Way. -46-

EXECUTION VERSION
43 (b) The City acknowledges that the Construction work to be performed by LACMTA or the LACMTA Contractors within the City Rights-of-Way is intended to be performed progressively under multiple contractual packages and the Construction Staging Plans described in this EXHIBIT 7 may, therefore, be prepared for each contractual package or for a portion of such Construction work. (c) A Construction Staging Plan shall provide, among other things, for:
(i) the handling of vehicular and pedestrian traffic on streets adjacent to the Construction with the Construction phasing showing street closures, detours, warning devices and other pertinent information specified on the plan (worksite traffic control plans); (ii) actions to maintain access to businesses adjacent to the Construction areas, as possible, and actions to ensure safe access and circulation for pedestrians and vehicular traffic as described in the worksite traffic control plans;
(iii) elements of public awareness as well as mechanisms to assist affected parties in complaint resolutions.
(d) The City understands that LACMTA requires flexibility in the execution of Construction phasing and traffic management planning during Construction, and agrees to impose only the minimum requirements for traffic management planning and Construction sequencing that are necessary in order to provide for public health and safety (including pedestrian and vehicular safety), and functionality (including public and business access and circulation).

5.2 Specific Requirements – Street Lighting Systems
LACMTA or the LACMTA Contractors shall develop street lighting Construction Staging Plans, which shall provide, among other things, for:
(a) the safety and security at night time of vehicular and pedestrian traffic on streets adjacent to Construction, with the street lighting Construction Staging Plans showing street closures, detours, lighting devices, circuit and power service connections, and other pertinent information; and (b) lighting levels to maintain safe access to businesses adjacent to the Construction areas, and to ensure safe circulation for pedestrian and vehicular traffic.

5.3 Specific Requirements – Traffic Management Plan
(a) LACMTA and the City may agree that a street, highway, bridge or the other City Rights-of-Way shall be temporarily or permanently closed for the necessity and convenience of the WSAB Project. If agreed to, a Traffic Management Plan must be developed and submitted by LACMTA or the LACMTA Contractors, which shall provide, among other things, for worksite traffic control plans, traffic circulation plans, and temporary traffic signal plans.
(b) WATCH Manual page references shall be acceptable as a form of traffic control plans and submittal. (c) The City’s traffic department staff involved in the review and approval process shall facilitate the City’s internal approvals regarding peak hour exemptions, holiday moratoriums, changes to existing parking restrictions in the work zone, night work, and noise variances.

5.4 Review and Implementation of Construction Staging Plans (a) LACMTA (or the relevant LACMTA Contractor (as applicable)) must submit each Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedure).
-47-

EXECUTION VERSION
44 (b) LACMTA (or the relevant LACMTA Contractor (as applicable)) may update a Construction Staging Plan after it has been approved by the City and must promptly submit each updated Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedure).
(c) LACMTA must, and must ensure that the LACMTA Contractors, implement and comply with each Construction Staging Plan which has been submitted to the City and which has been either approved (or deemed approved) under EXHIBIT 6 (LACMTA Submittal Review Procedure).

6. WORK IN STREETS

6.1 General Requirements
(a) The Parties acknowledge that the City has the duties of supervising, maintaining and controlling streets, highways, and the other City Rights-of-Way. Accordingly, LACMTA shall give the City 10 days' advance written Notice where Construction work is to be performed in the City Rights-of-Way. (b) LACMTA and the LACMTA Contractors shall take all appropriate actions to ensure safe performance of the Construction work within the City Rights-of-Way. The City reserves the right to stop work if public health and safety is or will be comprised by such work. (c) If LACMTA or a LACMTA Contractor fails to perform any Construction work within the City Rights-of- Way in accordance with the Final Design and/or Construction Staging Plans approved (or deemed approved) by the City under this Agreement then upon written Notice of the non-compliance from the City, LACMTA must cure or must ensure that the LACMTA Contractor cures, the non-compliance.

6.2 Traffic Control and Lighting
LACMTA must provide the City prior Notice before conducting the Traffic Control and Lighting Work that will result in an interruption to service of traffic control devices or lighting systems and LACMTA shall cooperate with the City to minimize such interruption.

6.3 City Communication Facilities
Construction of replacement conduit segments, inner ducts, and manholes that bypass the conflicting conduit segments shall be done prior to relocation of the communications cables. In addition, relocation/installation work of communications cables that carry live production traffic shall be scheduled during a maintenance window, in order to minimize system downtime and minimize the City network traffic disruption.

7. TEMPORARY AND PERMANENT STREET CLOSURES
Upon notification of a proposed temporary or permanent street closure, the City, as requested by LACMTA, shall initiate the appropriate proceedings and shall establish the necessary conditions for the closures.

8. TEMPORARY FACILITIES

8.1 LACMTA Facilities
Temporary Facilities may be necessary to facilitate Construction of the WSAB Project (including Rearrangements). LACMTA or its designee may use, without cost, lands owned or controlled by the City for any Construction related purpose, including, but not limited to, the erection and use of Temporary Facilities thereon; provided that, the City shall first approve in writing the availability, location and duration of the Temporary Facilities, with the City’s approval not to be unreasonably withheld. Upon completion of the related Construction and LACMTA’s determination that the Temporary Facilities no longer are needed, LACMTA shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless LACMTA and the City agree to some other arrangement. -48-

EXECUTION VERSION
45 8.2 City Facilities
In the event that Temporary Facilities are necessary to effect a Rearrangement being constructed by the City, the City or its designee may use, without cost, lands owned or controlled by LACMTA for the purpose of using or erecting Temporary Facilities thereon; provided that, LACMTA shall first approve in writing the availability, location and duration of the Temporary Facilities. Upon completion of the Rearrangement in its permanent location, the City shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless the City and LACMTA agree to some other arrangement.

9. UNDERGROUND SERVICE ALERT
Prior to any commencement of underground work by either Party, an "Underground Service Alert" shall be notified in accordance with California law by such Party or its contractor.

10. ENVIRONMENTAL CONTROLS
All Construction work performed by the City or City Contractors pursuant to this Agreement shall comply with the environmental controls established by LACMTA in the LACMTA Contracts, including construction noise and vibration control, pollution controls, archaeological coordination and paleontological coordination.

11. SALVAGED MATERIALS
The Parties may agree to salvage certain materials belonging to the City during the course of Rearrangement.

If materials belonging to the City are to be reused, LACMTA’s contractor shall exercise reasonable care in removal and storage of such materials. Materials shall be inspected and stored until such time as the progress of work allows the reinstallation of such materials. Materials that are not to be reused in a Rearrangement, but which the City desires to reclaim, may be recovered by the City staff within an agreed time frame or shall be delivered by LACMTA to a location proximate to the salvage site and suitable to the City. Subject to acceptance by LACMTA, if materials removed by LACMTA are not reused and are not desired by the City, such materials shall become the property of LACMTA.

12. AS-BUILT DRAWINGS

12.1 LACMTA and the City shall each maintain a set of "as-built" plans of Rearrangements performed by LACMTA and the City, respectively, during Construction. Red line mark-ups for temporary lighting systems, traffic signal systems, and other the City Facilities shall be submitted to the City and LACMTA within 15 days after completion of Construction. All Design changes shall be documented on RFI/RFC forms. Upon completion of the Rearrangement work, the Party that performed the work shall furnish the other Party with reproducible "as-built" drawings showing all Replacement Facilities installed by the performing Party, within 75 days after completion of such work for each set of plans.

12.2 LACMTA and the City agree to provide the other with electronic files and full size paper hard copies of those final contract documents that they have prepared, or caused to be prepared, to govern the Construction of a given Rearrangement by their respective contractor so that each Party may compile a complete set of contract documents. Each Party shall prepare or cause to be prepared the contract documents for which it is responsible.

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EXECUTION VERSION
46 EXHIBIT 8 – INSPECTION AND ACCEPTANCE PROCEDURE

1. INSPECTION DURING CONSTRUCTION

1.1 Each Party shall give the other Party at least 10 days' Notice prior to commencing a Rearrangement for which it is responsible to enable such other Party to make arrangements for inspection of such work.

1.2 Any Construction of Rearrangements performed by LACMTA (directly or through the LACMTA Contractors) under this Agreement shall be subject to inspection and final acceptance by the City provided that any such inspection carried out by the City (directly or through a City Contractor) shall be solely for the purposes of assessing whether the Construction work conforms with, subject to Section 3.5 (City Standards) of this Agreement, the City Standards. Such inspection services shall be authorized by LACMTA under a Work Order issued in accordance with Section 2.3 (Work Orders) of this Agreement. If City inspection services are authorized under a Work Order, the City shall (or must require that the relevant City Contractor):
(a) provide inspectors at LACMTA's cost as needed to comply with the schedule for such inspections set out in the Work Order;
(b) cooperate and coordinate with the LACMTA Representative and the LACMTA Contractors to observe and inspect any Rearrangements or new City Facilities so that upon completion of Construction, the City will have a basis for acceptance of the work;
(c) ensure that all City inspectors submit copies of daily written inspection reports to LACMTA, each within 48 hours after such inspection; and
(d) remove and replace any inspector seven days after LACMTA's reasonable written request.

1.3 Any Construction work performed by the City or a City Contractor pursuant to a Work Order agreed under the provisions of this Agreement shall be subject to LACMTA inspection and final acceptance.

1.4 If, in carrying out an inspection, a Party identifies Non-conforming Work, the Party must provide the other Party with immediate Notice with detailed reasons (and in any event, no later than 48 hours from discovery).

The Party that performed the relevant work must rectify any Non-conforming Work.

1.5 The City shall not have any inspection rights with respect to any structures or physical elements that are owned and maintained by LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA.

2. ACCEPTANCE PROCEDURE

2.1 Promptly following completion of any Rearrangement, the Party that performed the Construction shall notify the other Party that the Rearrangement is ready for final inspection.

2.2 The final inspection shall be carried out within 10 days of receipt of a Notice under Section 2.1 (Acceptance Procedure) and within five days of the completion of the final inspection, the inspecting Party shall notify the other Party of any Non-conforming Work. If no Notice is received, the relevant work will be deemed accepted by the inspecting Party.

2.3 The City shall accept all Rearrangements that are in conformance with the City Standards.

3. INDEPENDENT ENGINEER
The City acknowledges and agrees that LACMTA may delegate its inspection and acceptance rights under this EXHIBIT 8 to an independent engineer appointed under the provisions of any LACMTA Contract.

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EXECUTION VERSION
47 EXHIBIT 9 – OPERATION AND MAINTENANCE PRINCIPLES

1. PRIMARY RESPONSIBILITIES

1.1 LACMTA (directly or through the LACMTA Contractors, including in particular the P3 Developer) will be responsible for the operation and maintenance of the WSAB Project including the City Portion (and including maintenance of any low impact development water and storm drain mitigation measures constructed outside of the City Rights-of-Way as part of the WSAB Project and on the Project Site or otherwise on a LACMTA- owned right of way).

1.2 The City (directly or through the City Contractors) will be responsible for:
(a) the maintenance of all City Facilities within the City Rights-of-Way including trees, gutters, sidewalks, ramps, streets, roadways, utilities, vaults, pull boxes, lights, signals, City loops, striping, signage, irrigation, bio swales and landscape;
(b) operation of the traffic signal system within the jurisdiction and control of the City; and (c) maintenance of all low impact development water and storm drain mitigation measures constructed within the City Rights-of-Way.

2. TRAFFIC SIGNALS
With respect to its responsibility for the operation of the traffic signal system within the jurisdiction and control of the City, the City shall work cooperatively with LACMTA to facilitate the safe and efficient operation of the City Portion. The City shall not modify the traffic signal model controller software on the City Portion without notification to and coordination with LACMTA.

3. MAINTENANCE OF THE CITY PORTION
LACMTA shall obtain appropriate permits from the City when performing maintenance work on or near the City streets and conform to all of the City's permitting requirements for the submittal, review, and approval of temporary traffic control plans, use of public rights-of-way, or any other activity requiring a permit or license in accordance with the City Use of Public Property Permit Process and Application and Requirements For Traffic Control Plans. All traffic control devices shall conform to accepted City practices and shall be installed and maintained in accordance to the California Manual on Uniform Traffic Control Devices. All City staff costs incurred for permitting such work shall be reimbursed by LACMTA through the Work Order process set forth in this Agreement.

4. UTILITY CONTRACTS
In the event the City enters into a contract with private utility companies such as Southern California Edison for the provision of electricity and/or the applicable water district for the provision of water supply in connection with the WSAB Project, LACMTA shall similarly procure separate license and cooperative agreements with such private utilities. Further, if the City owns and operates its own "power" department and the WSAB Project draws electricity from this source, then such agreements shall include a "power restoration" priority provision regarding outages resulting from emergencies whereby the WSAB Project and future operations shall be provided with the highest level priority consistent with other state-wide designated essential facilities.

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EXECUTION VERSION
48 EXHIBIT 10 – FORMS
Part A: Form 60
Name of Offeror/Contractor/Utility Company (Name of
Preparer):

Scope of Work/Deliverable (provide expanded
description on Form 60 page 2)
Home office address

Division(s) and Locations where Work is to be performed

LACMTA Solicitation/Proposal/Contract
Number/Work Order/Change Notice and/or Change
Order Reference Number(s):

NOTE: For proper calculations of cost elements link additional sheets to this summary page.

1. Direct Labor Est.

Hours
Rate Per
Hour
Est. Cost TOTAL

2. 0.00 $0.00 $0.00

3. 0.00 $0.00 $0.00

4. 0.00 $0.00 $0.00

5. TOTAL DIRECT LABOR HOURS 0.00 TOTAL DIRECT LABOR $0.00

6. Labor Overhead (O/H) O/H Rate x Base Est. Cost

7. 0% $0.00

8. TOTAL LABOR OVERHEAD $0.00

9. Direct Material Est. Cost

10. a. Purchase Parts $0.00

11. b. Subcontracted items $0.00

12. c. Other $0.00

13. TOTAL DIRECT MATERIAL $0.00

14. Equipment Unit Cost Est. Cost

15. $0.00 $0.00

16. $0.00 $0.00

17. TOTAL EQUIPMENT $0.00

18. Subcontractors* Est. Cost

19. $0.00

20. $0.00

21. $0.00

22. TOTAL SUBCONTRACTORS $0.00

23. TOTAL BURDENED COST (add lines 5, 8, 13, 17 and 22) $0.00

24. Other Direct Costs Est. Cost

25. $0.00

26. $0.00

27. $0.00

28. TOTAL OTHER DIRECT COSTS $0.00

29. Travel Est. Cost

30. a. Transportation $0.00

31. b. Per Diem or Subsistence $0.00

32. TOTAL TRAVEL $0.00

33. General and Administrative
Expense
Rate % % x Line 23

34. 0% $0.00

35. TOTAL GENERAL AND ADMINISTRATIVE EXPENSE $0.00

36. TOTAL ESTIMATED COSTS (Total Lines 23, 28, 32 and 35) $0.00

37. Profit/Fee Total Labor and
Overhead
(line 5 + line 8)
Rate % % x Total Labor and Overhead

38. ` 0% $0.00

39. TOTAL FEE $0.00

40. TOTAL ESTIMATED PRICE (Total of Lines 36 and 39) $0.00 -52-

EXECUTION VERSION
49 41. Milestone
/Task
Number
Milestones/Tasks Hours Completion
Date
Payment Amount

42. $0.00

43. $0.00

44. $0.00

45. TOTAL MILESTONES/TASKS (Must equal line 40) $0.00 * Attach Form 60 for all proposed subcontractors performing work under Form 60 Prime Contractor where applicable. Transfer Est. Cost to this Section.

46. Fill in applicable sections only

47. Has any Agency of the United States Government, State government, local public agency or the Los Angeles County Metropolitan Transportation Authority (LACMTA) performed any review of your account or records, overhead rates and general and administrative rates in connection with any public prime contract or subcontract within the past twelve months? Yes No If yes, when? Reference Contract No.

48.a. Agency Name/Address

48.b. Individual to contact/Telephone Number

49. As required by LACMTA, firms not audited, as described above, shall submit financial data and calculations in sufficient detail to support all proposed direct costs and subcontractor costs.

50. The proposal reflects our estimates and/or actual costs as of the date and by submitting this proposal, Proposer/Consultant grants to LACMTA Contracting Officer and authorized representative(s) the right to examine, at any time before award, those records, which include books, documents, accounting procedures and practices, and other supporting data, regardless of type and form or whether such supporting information is specifically referenced or included in the proposal as the basis for pricing, that will permit an adequate evaluation of such cost or pricing data, along with the computations and projections used therein, for the purpose of verifying the cost or pricing data submitted. This right may also be exercised in connection with any negotiations/discussions prior to contract award or execution of contract modification.

51. CERTIFICATE
The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted accounting principles. Proposer/Consultant represents: (a) that it has , has not , employed or retained any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) to solicit or secure a contract, and (b) that it has , has not , paid or agreed to pay to any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) any fee, commission, percentage or brokerage fee, contingent upon or resulting from the award of this contract, and agrees to information relating to (a) and (b) above, as requested by the Contracting Officer.

52. CERTIFICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in Section 2.101 of the Federal Acquisition Regulations (FAR) and required under subsection 15.403-4) submitted, either actually or by specific identification in writing, to LACMTA's Contracting Officer or to LACMTA's Contracting Officer's representative in support of ______________________* are accurate, complete and current as of ________________________**. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the Proposer/Consultant/Contractor and LACMTA that are a part of the proposal.

53. This proposal as submitted represents our best estimates and/or actual costs as of this date.

54. Type Name and Title of Authorized Representative Signature Date***

55. * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving appropriate identifying number (e.g. Information For Bid No., Work Order No., Request for Proposal No., Change Order No., Modification No., etc.)

56. ** Insert the day, month and year when price negotiations were concluded and price agreement was reached.

57. *** Insert the day, month and year of signing (i.e., When price negotiations were concluded and mutual agreement was reached on contract price).

Form 60 Attachments (Applicable if Box is checked)
Scope of Work Expanded Description for which Cost Estimate is based on:
1 2

3 -53-

EXECUTION VERSION
50 4

Schedule in which Scope of Work is based on:
1 2

3 4

The Non-Disclosure Agreement (NDA) provisions (as set out in the NDA between City and LACMTA) are applicable to the following Form 60-specific items:
1 2

3 4

Track Allocation Request for Metro active rail right-of-way encroachment is anticipated per stated Scope of Work. The following information is provided in advance to facilitate final Metro TAR approval:
1 2

3 4

FORM 60 IS SIGNED AND EXECUTED WITH THE FOLLOWING ADDITIONAL ASSUMPTIONS:
1 CITY AS-BUILT RESEARCH BY CITY FOR METRO PROJECTS IN THE PLANNING PHASE SHALL BE

TREATED AS PART OF LABOR OVERHEAD PORTION OF COST

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EXECUTION VERSION
51 Part B: LACMTA “Potential Notice of Betterment” Form The Word file of the latest version of this form is available upon request from LACMTA’s assigned Third Party Administration (TPA) Representative.

Alternatively, a written memorandum on City’s letterhead may be submitted to the TPA Representative with the following required information:

1. Scope: Describe in detail with reference to applicable sections of this Master Cooperative Agreement, City Standards, and Applicable Law including any relevant codes.

Note the following common reasons for denial:
(a) Scope is not per agreed City Standards or a legal requirement. (b) Scope added after establishment of the applicable Basis of Design. (c) Scope is not endorsed by LACMTA as a WSAB Project requirement. (d) Scope is not identified in the EIR or amendments.

2. Detailed Justification: Why does City believe the scope is not a Betterment? Cite specific prior cases, exceptions under Applicable Law including any relevant codes, project-specific reasons, etc.

3. Cost Estimate: Use Metro Form 60 to provide a detailed cost breakdown as proposed for the Betterment in question.

4. City’s Agreement: City agrees that scope is a Betterment and provides separate funding. The source of funds must be specified, City approved financial documents supporting validity and timing of funds must be provided, and a determination regarding whether City will commit to provide adequate front funding for cash-flow must be made.

5. Signatures: The form shall provide a signature block with 2 signatures from City Representatives agreeing to the information provided.

6. LACMTA Signatures: The form signature block area shall provide for LACMTA to countersign with 2 LACMTA Representative signatures with checkboxes indicating whether the Betterment proposal is denied or approved.

-55-

EXECUTION VERSION
52 EXHIBIT 11 – GOVERNMENTAL AND LENDER REQUIREMENTS

1. AUDIT AND INSPECTION
The City shall comply with all financial record keeping, reporting and such other requirements as may be imposed as a condition to or requirement of funding obtained by LACMTA from third parties (provided that LACMTA gives reasonable Notice of such requirements to the City). The City shall permit the authorized representatives of LACMTA, the U.S. Department of Transportation, the Comptroller General of the United States, any other government agency, and/or financial institution providing funding or oversight on the WSAB Project to inspect, audit and copy, during normal business hours and upon reasonable notice, all cost and other relevant records relating to performance by the City, its contractors and subcontractors under any Work Order issued to the City for the WSAB Project or Rearrangements of the City Facilities related thereto, from the date of this Agreement through and until not less than three years after the date of termination or expiration of this Agreement, except (a) in the event of litigation or settlement of claims arising from performance of this Agreement, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto, and (b) such later date as is required by the rules and regulations of any such government agency or financial institution (provided LACMTA gives reasonable Notice of such later date to the City). Examination of a document or record on one occasion shall not preclude further examination of such document or record on subsequent occasions. By providing any of its records for examination pursuant to this EXHIBIT 11, the City represents and warrants that such records are accurate and complete.

The City further agrees to permit the Federal Transit Administration and its contractors access to sites of performance under this Agreement as reasonably may be required. The City shall insert into any contracts it enters into for the performance of work hereunder the above requirements and also a clause requiring the contractors (or consultants) to include the above requirements in any subcontracts or purchase orders. In the case of such contractors, consultants, subcontractors and suppliers, any records subject to the above requirements shall include, without limitation, any relevant records as to which a tax privilege might otherwise be asserted.

2. INTEREST OF MEMBERS OF CONGRESS
No members of or delegates to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

3. PROHIBITED INTERESTS
No member, officer or employee of LACMTA, or of a local public body, during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. To LACMTA’s and the City’s knowledge, no board member, officer or employee of LACMTA has any interest, whether contractual, non-contractual, financial or otherwise in this transaction, or in the business of the City; and if any such interest comes to the knowledge of either Party at any time, a full and complete disclosure of all such information will be made in writing to the other Party, even if such interest would not be considered a conflict under Article 4 of Division 4 (commencing with Section 1090) or Division 4.5 (commencing with Section 3690) of the Government Code of the State of California.

4. EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Parties shall not discriminate against any employee or applicant for employment because of age, race, religion, color, sex, sexual orientation, national origin or disability. The Parties shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual orientation, national origin, or disability. Such action shall include, but not be limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. -56-

EXECUTION VERSION
53 5. DISADVANTAGED BUSINESS ENTERPRISE
In connection with the performance of this Agreement, the City will cooperate with LACMTA in meeting all applicable federal regulations with regard to the maximum utilization of disadvantaged business enterprises, and will use its best efforts to ensure that disadvantaged business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Agreement.

6. PRIOR APPROVAL
This Agreement and all amendments thereto are subject to U.S. Department of Transportation, Federal Transit Administration review and approval.

7. NON-DISCRIMINATION
Without limiting any other provision of this EXHIBIT 11, the City agrees to comply, and to cause all of its contractors who work on projects subject to this Agreement to comply, with all applicable non-discrimination laws, rules and regulations, whether imposed by federal, state or local authority.

8. BUY AMERICA
If the City performs any City Construction Work under a Work Order, the City must comply with 49 U.S.C. 5323(j) and 49 CFR Part 661 et seq., which provide that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. If the City performs any City Construction Work under a Work Order, the City shall incorporate the Buy America conditions set forth in every contract or purchase order entered into with a City Contractor in respect of such City Construction Work and shall enforce such conditions.

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Page 1 of 2 ends

10-J

TO: Honorable Mayor and Members of the City Council

ATTENTION: Jeffrey L. Stewart, City Manager

FROM: Jim DellaLonga, Director of Economic Development

SUBJECT: Consideration and possible action to execute Agreement File No. 952 with The Addressers, Agreement File No. 953 with Intergraphics Company, and Agreement File No. 954 with
OnGraphics, in forms approved by the City Attorney, for on-call commercial printing services.

DATE: September 26, 2022

EXECUTIVE SUMMARY

In order to provide maximum flexibility for various City departments and their commercial printing needs, staff is recommending the implementation of three multi-year, on-call commercial printing contracts. This action would authorize the City Manager to execute Agreement File No. 952 with The Addressers, Agreement File No. 953 with Intergraphics Company, and Agreement File No. 954 with OnGraphics, in forms approved by the City Attorney, for on-call commercial printing services for a total annual amount not to exceed $135,000.

RECOMMENDATION TO THE CITY COUNCIL

1) Authorize the City Manager to execute Agreement File Nos. 952, 953, and 954, in forms approved by the City Attorney; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

The maximum task order amount for the sum of Agreement File Nos. 952, 953, and 954, will be $135,000 annually. The hourly rates for design services will vary depending on the desired printing formats and services. Commercial print services will be paid out by a number of specific accounts in the Parks & Receration Department, Economic Development Department, City Clerk’s Office, Public Safety Department, and Public Works Department.

- Page 1 of 39 -

Staff Report – Commercial Printing Services
September 26, 2022

Page 2 of 2 ends

DISCUSSION

In an effort to provide flexibility to multiple City departments and streamline the contracting process for commercial printing services, staff is recommending the implementation of three multi-year, on-call commercial printing contracts. The recommended vendors have all been utilized by staff for various commercial print jobs in the past and have provided those services in a cost-effective and timely manner.

The Parks and Recreation Department prints three brochures annually featuring current City news, available recreation classes, Bellflower events, and paid business advertising. These brochures are sent to all residential and business addresses via direct mail. In addition to the brochures, the Parks & Recreation Department prints a variety of flyers, banners, signs, invitations, information pamphlets, and posters.

The Economic Development Department produces City postcards, brochures, displays, and signage, as well as election-related materials for the City Clerk’s Office and annual reports for the Finance Department. Postcards and brochures are sent via USPS for direct mail, and the topics and designs of these materials have varied from year to year to promote City projects, increase citizen engagement, notify the community of any city-wide changes, etc. Larger prints are designed for public presentations on firm material, such as foam core or coroplast.

Additionally, the Public Safety and the Public Works Departments intermittently utilize commercial printing services for the printing and distribution of public safety related efforts, such as discouraging illegal fireworks and no-parking notices.

In order to facilitate the printing of these materials and have flexibility in choosing a vendor if one vendor is unable to meet the City’s timing requirement, staff is recommending entering into agreements with The Addressers, Intergraphics Company, and OnGraphics for on-call commercial printing services.

ATTACHMENTS

Agreement File No. 952 .................................................................................................. 3 Agreement File No. 953 ................................................................................................ 16 Agreement File No. 954 ................................................................................................ 28

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AGREEMENT FILE NO. 952

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND
SIERRA CREATIVE SYSTEMS INC. DBA THE ADDRESSERS

FOR ON-CALL COMMERCIAL PRINTING SERVICES

THIS AGREEMENT is entered into this 26th day of September 2022, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and THE ADDRESSERS, a California Corporation (“CONSULTANT”).

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;

B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;

C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed sum(s) as set forth in duly executed Task Order(s).

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Exhibit “A,” which is incorporated by reference.

B. The specific services required of CONSULTANT under this Agreement will consist of the tasks and obligations defined in a Task Order approved by CITY and CONSULTANT, in response to specific project scopes of work and services requested by CITY. Any duly executed and approved Task Order will become a part of this Agreement.

C. Consulting services required by CITY will be provided on an as-needed basis with CITY determining and advising CONSULTANT as to when specific services are required to be performed or completed by CONSULTANT.

3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT’s services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY’s satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT.

4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement and as set forth in each approved Task Order, CONSULTANT must submit a detailed - Page 3 of 39 -

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invoice to CITY which lists tasks performed, the percentage of the task completed during the billing period, and/or the cumulative percentage completed for each task.

5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

6. ADDITIONAL WORK.

A. CITY’s city manager (“Manager”) may determine, at the Manager’s sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional W ork is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.

C. Payments over $$25,000 for Additional Work must be approved by CITY’s city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:

i. Carefully investigated and considered the scope of services to be performed;

ii. Carefully considered how the services should be performed; and

iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

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B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.

8. TERM. The term of this Agreement will be from September 26, 2022 to September 26, 2025. The Manager, at CITY’s option, may renew the term of the agreement by a year not to exceed a total of two (2) renewals or five (5) years total for the cumulative agreement. Unless otherwise determined by written amendment between the parties, this Agreement will terminate at the end of the Term or as set forth in Section 16, except that the term will be extended to the completion date of any Task Order in effect at the end of the term of this Agreement.

9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:

i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and

ii. CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.

10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services.

11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

A. Exhibit A: Scope of Work

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12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

15. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

16. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with CITY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work.

D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY’s option, become CITY’s property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
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17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY’s property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY’s own risk.

18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

19. INDEMNIFICATION.

A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY’s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT’s officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY’s sole negligence or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
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D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.

CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.

21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY.

CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.

Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement.

23. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits

Commercial general liability $2,000,000

Business automobile liability $1,000,000

Workers compensation Statutory requirement

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B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”

F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16.

G. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self- insured retention (“SIR”) and deductible of the policy in lieu of CONSULTANT (as the named insured) should CONSULTANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director.

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Agreement. Failure by CONSULTANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY’s behalf upon the CONSULTANT’S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSULTANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.

25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

If to CONSULTANT:

If to CITY:

Attention: Kent Moon Attention: Jim DellaLonga
The Addressers City of Bellflower
15700 Texaco Ave. 16600 Civic Center Drive
Paramount, CA 90723 Bellflower, CA 90706
(562) 232-1800 X 107 (562) 804-1424 ext. 2224
[email protected] [email protected]

Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s conflict of interest regulations.

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28. ☐ This Section applies only if box is checked. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances.

29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement.

31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement.

33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

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35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY’s Manager, or designee, may execute any such amendment on behalf of CITY.

37. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.

38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

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

40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obligation of either party to the other.

41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY.

CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BELLFLOWER THE ADDRESSERS

_____________________________ ______________________________ Jeffrey L. Stewart, City Manager Cynthia Garcia, General Manager

ATTEST:

_____________________________
Mayra Ochiqui, City Clerk

APPROVED AS TO FORM:

______________________________
Karl H. Berger, City Attorney
Taxpayer ID No. _________________
ATTACHMENT:

Exhibit A – Scope of Work
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EXHIBIT A

Commercial printing services may include:

Brochures, vinyl banners, notices, promotional flyers, posters, large-format prints, signage, mailers and direct mail services. On average, the City of Bellflower produces three Parks & Recreation brochures, event invitations, a variety of promotional flyers and posters, and several postcards per year, that may include public service announcements, economic development opportunities and voter election materials.

TYPE ACTION PIECES (avg) PRINT COST not to exceed
(w/o postage)
Spring Brochure
Parks & Rec
Print / Direct Mail 28,500 $11,908.18 (AVG)
Summer Brochure
Parks & Rec
Print / Direct Mail 28,500 $13,292.15 (AVG)
Fall/Winter Brochure
Parks & Rec
Print / Direct Mail 28,500 $13,397.65 (AVG)
Special event prints
various (P&R)
Print / Delivered $70,414.24
Special event prints
various (City Hall Depts
including PW & PS)
Print / Pick up $150 (Meeting Your Needs)
$150 (ACFR)
$1000 (No Parking Signs)
$1000 (Project posters)

8.5”x11” postcards (4x)
Economic Development
Print /Direct Mail 26,488 $3,175 X 4 = $12,700

8.5”x11” postcards (2x)
City Clerk
Print /Direct Mail 26,488 $3175 x 2 = $6350

8.5”x11” postcards (1x)
Public Safety
Print /Direct Mail 26,488 $3175 x 1 = $3175

GRAND TOTAL $133,537.22

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EXHIBIT A

Commercial printing services may include:

8.5”x11” postcards (4x)
Economic Development
Print /Direct Mail 26,488 $3,175 X 4 = $12,700

8.5”x11” postcards (2x)
City Clerk
Print /Direct Mail 26,488 $3175 x 2 = $6350

8.5”x11” postcards (1x)
Public Safety
Print /Direct Mail 26,488 $3175 x 1 = $3175

GRAND TOTAL $133,537.22

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AGREEMENT FILE NO. 953

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BELLFLOWER AND

INTER-GRAPHICS COMPANY

FOR ON-CALL COMMERCIAL PRINTING SERVICES

THIS AGREEMENT is entered into this 26th day of September 2022, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and INTER-GRAPHICS COMPANY, a California Corporation (“CONSULTANT”).

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;

B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;

C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed sum(s) as set forth in duly executed Task Order(s).

2. SCOPE OF SERVICES.

A. CONSULTANT will perform services listed in the attached Exhibit “A,” which is incorporated by reference.

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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement and as set forth in each approved Task Order, CONSULTANT must submit a detailed invoice to CITY which lists tasks performed, the percentage of the task completed during the billing period, and/or the cumulative percentage completed for each task.

6. ADDITIONAL WORK.

A. CITY’s city manager (“Manager”) may determine, at the Manager’s sole discretion, that CONSULTANT must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work.

C. Payments over $$25,000 for Additional Work must be approved by CITY’s city council. All Additional Work will be subject to all other terms and provisions of this Agreement.

7. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that it has:

i. Carefully investigated and considered the scope of services to be performed;

ii. Carefully considered how the services should be performed; and

iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

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9. TIME FOR PERFORMANCE.

A. CONSULTANT will not perform any work under this Agreement until:

i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and

ii. CITY gives CONSULTANT a written notice to proceed.

B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.

A. Exhibit A: Scope of Work;

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13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

16. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause.

B. CONSULTANT may terminate this Agreement at any time with CITY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
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19. INDEMNIFICATION.

B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
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Bellflower City CouncilSeptember 26, 2022

Bellflower City Council
September 26, 2022