a. Building Official: The Building Official must: provide in-house and on -call services, be able to supervise contract staff, be able to interpret code provisions, answer questions and address complaints, draft and present code amendments, attend meetings, provide expertise on projects requiring a high level of building and safety expertise, and provide building comments on entitlement applications, subdivision maps, and Temporary Event Permits. The Building Official must also be a divisional liaison with other City Departments/Divisions including, without limitation, Planning Division, Public Works, Public Safety, and Code Enforcement. The Building Official must also provide technical support on inspections and plan checking. b. Senior and Combination Building Inspector(s): The Building Inspector(s) must: provide in-house and on -call services, be able to fulfill daily inspections on projects, prepare inspection lists, coordinate inspections with various Departments/Divisions, communicate clearly with the public at the front counter and in the field, respond to emergency calls in the field, and interpret and follow adopted codes.
c. Permit Technician(s): The Permit Technician(s) must: provide in-house services, be able to provide technical support and administrative duties related to the issuance of permits, and be able to assist customers by phone, email, and at the front counter. The Permit Technician(s) is responsible for routing, tracking, and coordinating interdepartmental plan check reviews and providing building records for Public Records Act requests.
d. Fire Inspector(s): The Fire Inspector must: provide on -call services as needed, be able to fulfill fire inspections including, without limitation, fire sprinklers, fire suppression systems, and temporary events, and respond to emergency calls in the field. The Fire Inspector must be able to interpret and follow the California Fire Code.
e. Building Plan Checker(s): The Building Plan Checker(s) must: provide in- house services, and be able to review plans and supplemental documents (structural calculations, Title 24, geotechnical reports, soils reports, etc.) for compliance with the California Building Codes (Building, Plumbing, Electrical, Mechanical, Green, etc.). Review types include, without limitation, new construction projects (industrial, commercial, mixed -use, and residential), additions, remodels, and reconstruction projects. Reviews include: providing written corrections and corrections requiring code compliance for development projects and entitlement applications The Plan Checker(s) must be able to use plan check review software, and be available to answer plan check questions over the phone, by email, or at the front counter. The Plan Checker(s) must be able to provide prompt review adhering to the following turnaround times:
i. Ten (10) business days for residential projects.
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City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
ii. Fourteen (14) business days for commercial and industrial projects. iii. Other timetables available upon written request of the City.
Fire Plan Checker(s): The Fire Plan Checker must: provide on -call, as - needed services, and be able to review plans and supplemental documents for code compliance with the California Fire Code. Review types include, without limitation, fire sprinkers, fire suppression systems, subdivision maps, entitlement applications, and Temporary Event Permits. Reviews include providing written corrections requiring code compliance for development projects. The Plan Checker(s) must be able to use plan check review software and be available to answer plan check questions over the phone, by email, or at the front counter. The Plan Checker(s) must be able to provide prompt review adhering to the following turnaround times:
i. Ten (10) business days for residential projects.
Fourteen (14) business days for commercial and industrial projects. iii. Other timetables available upon written request of the City.
6. Required Qualifications: The firm and its key staff must have a minimum of five years of experience providing building and fire professional staffing services and professional plan check and inspection services to municipalities of similar size and complexity. In addition, the contract staff must have the qualifications as follows:
a. Building Official: The Building Official must be a Certified Building Official (CBO).
b. Building Inspector(s): The Building Inspector(s) must have, at minimum, a Residential Building Inspector Certification, Commercial Building Inspector Certification, or Combination Building Inspector Certification. c. Permit Technician(s): A Permit Technician Certification is desired for the position. If the Permit Technician is not certified, they must obtain certification within one-year of starting at the City.
d. Plan Checker(s): The Plan Checker(s) must be a Certified Building Plans Examiner.
e. Fire Plan Checker(s): The Fire Plan Checker must be a Certified Fire Plans Examiner.
f. Fire Inspector(s): The Fire Inspector must be a Certified Fire Inspector.
7. Time Schedule:
The initial term of this Agreement will be for a period of three years, ending May 31, 2027.
8. Response Submittal Requirements.
(a) CONTENTS OF PROPOSAL
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City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
Submitted proposals must follow the format outlined below and all requested information must be supplied. Failure to submit proposals in the required format will result in elimination from proposal evaluation.
FnRNAAT
Each proposal must be submitted in two parts:
Part I must relate to the Technical Proposal
Part II must relate to the Cost Proposal
PART I - TECHNICAL PROPOSAL [Submit those with boxes checked below] oCover Letter Must include the name, address, and telephone number of the company, and be signed by the person or persons authorized to represent the firm.
XTable of Contents - Clearly identify material contained in the proposal by section and page number.
Dlntroduction - Contents to be determined by contractor. ®Project Analysis - Provide an explanation and interpretation of the challenges identified in this RFP.
oObjective, Scope, Nature of Proposed Program - Describe the overall approach to the challenges, including the objective and scope of work to be performed by the contractor
®Work Program - Describe the work or tasks to be performed. oMethodology - Describe the methodology and techniques to be employed. oProject Management - Describe the proposed management structure, organization of contracting group, and facilities available. ®Assigned Personnel - Identify the principals having primary responsibility for implementing the proposal. Discuss their professional and academic backgrounds.
Provide a summary of similar work they have previously performed. List the amount of time, on a continuous basis, that each principal will spend on this project.
Describe the responsibilities and capacity of the technical personnel involved. —14—
City of Bellflower
RFP No. PL-2024-01 o Complete In -House Building and Safety Division Operations and Fire Review and inspection Services
Substitution of project manager and/or lead personnel will not be permitted without prior written approval of the City.
oSchedule - List the proposed schedule of activities including labor hours. ®Program Monitoring - Describe the quality control procedures to be utilized during the project to ensure conformance with the scope of work. ®City Resources - Describe any City services and staff resources needed to supplement contractor activities to achieve identified objective(s). ®Subcontractors - If subcontractors are to be used, identify each of them in the proposal. Describe the work to be performed by them and the number of hours or the percentage of time they will devote to the project. Provide a list of their assigned staff, their qualifications, relationship to project management, schedule, costs, and hourly rates.
®Contractor Capability and References - Provide a summary of the firm's relevant background experience. Discuss the applicability of such experience to this RFP.
Include examples of projects completed for other similar agencies that are of a similar nature and a contact person for each of those clients. ®Alternative Proposals - Provide statements of alternative proposals, if any, labeled "Alternative Proposal Number One, Alternative Proposal Number Two," etc. The format of each alternative proposal submitted may be abbreviated to address just the following:
a. Work Program
b. Methodology
c. Assigned Personnel
oConflict of Interest - Address possible conflicts of interest with other clients affected by actions performed by the firm on behalf of the City. Although the bidder will not be automatically disqualified by reason of work performed for other parties, the City reserves the right to consider the nature and extent of such work in evaluating the proposal.
PART II - COST PROPOSAL [Submit those with boxes checked below] Name and Address: The Cost Proposal must list the name and complete address of the bidder in the upper, left-hand corner.
Cost Proposal:
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City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
®The Cost/Price format for the proposal must be as outlined in the Agreement for services.
®Total cost must be clearly indicated in the Cost Proposal. oCosts must be itemized per the agreement for services.
Charges for supplies, equipment, travel, and subcontractors will be paid at cost. It is expected that general, overhead, and administrative costs are included in the hourly rate for labor. Bids submitted will be held to the total cost given in the response quote. It will be assumed that all contingencies and/or anticipated escalations are included. No additional funds will be paid above and beyond the original quote given by the selected bidder.
(b) PROPOSAL SUBMISSION
All proposals must be submitted according to specifications set forth in Section 8 (a) - Contents of Proposal and this section. Failure to adhere to these specifications may be cause for rejection of proposal.
I. Signature. An authorized representative of the bidder MUST sign all proposals.
II. Due Date. The proposer must submit THREE (3) complete copies of the proposal in a sealed envelope, plainly marked in the upper, left-hand corner with the name and address of the bidder and the words "Request for Proposals No.
PL-2024-01 Complete In -House Building and Safety Division Operations and Fire Plan Check and Inspection Services."
Late bids/proposals will not be accepted. Any correction or resubmission done by the proposer will not extend the submittal due date.
III. Addenda. City may modify the proposal and/or issue supplementary information or guidelines relating to the RFP during the proposal preparation period.
IV. Rejection. A proposal may be deemed nonresponsive and may be immediately rejected if:
- It is received at any time after the exact date and time set for receipt of proposals and/or;
- It is not prepared in the format prescribed and/or;
- It is signed by an individual not authorized to represent the firm.
City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
V. , Disposition of Proposals. The City reserves the right to reject any or all proposals. All responses become the property of the City. One copy of the proposal must be retained for City files. Additional copies and materials will be returned only if requested and at the bidder's expense.
VI. Proposal Changes. Once submitted, proposals, including the composition of the contracting team, cannot be altered without the prior written consent of the City. All proposals constitute an offer to the City and may not be withdrawn for a period of sixty (60) days after the last day to accept proposals.
Proposals will be evaluated on the following criteria:
1. Contractor's understanding of scope of work.
2. Contractor's approach to performing the tasks defined in the scope of work.
3. Capability of firm and key project personnel to handle the project in terms of workload, experience, and efficient staff utilization
4. Meaningful experience providing in-house and on -call building and fire professional staffing services and professional plan check services including demonstrating successful completion of similar services.
5. Cost.
During the selection process, the evaluation panel may wish to interview bidders with scores above a natural break, for clarification purposes only. No new material will be permitted at this time.
City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
EXHIBIT A
INSURANCE REQUIREMENTS
[MUST BE SUBMITTED WITH PROJECT PROPOSAL]
To be awarded this contract, the successful bidder must 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
Professional liability $11000,000
Business automobile liability $17000,000
Workers compensation Statutory requirement
Commercial general liability insurance must meet or exceed the requirements of the most recent ISO-CGL Form Number. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name the 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 the City will be excess thereto. Such insurance must 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 the City.
Professional liability coverage must 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," the Consultant must continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance must have the same coverage and limits as the policy that was in effect during the term of this Agreement, and cover the Consultant for all claims made by the City arising out of any errors or omissions of the Consultant, or its officers, employees or agents during the time this Agreement was in effect.
Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).
The Consultant must furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage.
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City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
Exhibit A: Insurance Requirements — Continued
The Consultant will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.
By signing this form, the bidder certifies that it has read, understands, and will comply with these insurance requirements if it is selected as the City's consultant. Failure to provide this form may render the bidder's proposal "nonresponsive." Date
Bidder
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City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
EXHIBIT B
SIGNATURE VERIFICATION FORM
Thank you for doing business with the City of Bellflower. Please note that the City requires verification that the person executing a contract has signature authority. Signature requirements for contracts vary depending on whether a vendor conducts business in the capacity of a corporation, general partnership, limited partnership, or as an individual.
When the contract is with a corporation, California Corporations Code § 313 requires the contract to be signed by: (a) one officer from the corporation's "operational group" consisting of the chairman of the board, the president, or any vice president; and (b) one officer from the corporation's "financial group" consisting of the secretary, or assistant secretary, or the chief financial officer or any assistant treasurer. Alternatively, the board of directors for the corporation can delegate signature authority to a particular individual or individuals. This is generally memorialized in a form of a resolution adopted by the board of directors. When the contract is with a consultant conducting business as a general partnership or limited partnership, the contract should be signed by at least one general partner having authority to enter into the contract on behalf of the partnership.
When the contract is with an individual, that individual must sign the contract.
To ensure that the City's contracts are valid, this Signature Verification Form must be completed by vendors/contractors/consultants providing services to the City of Bellflower.
By completing this form, the person listed below has the authority to sign all legal binding agreements with the City of Bellflower on behalf of the company/organization listed below.
If a corporation, attach a copy of the document demonstrating signature authority to this form.
The City of Bellflower greatly appreciates your cooperation.
Date:
Type of Company/Organization:
Company/Organization Name:
Name:
Title:
Signature:
Please send the completed .form to the following address:
City of Bellflower
City Clerk's Office
16600 Civic Center Drive
Bellflower, CA 90706
&WIS
City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
EXHIBIT C
COST PROPOSAL (REVISE AS NEEDED)
Position Description
Number of
Personnel/Full-Time
or Part Time
Hourly Rate
Total Amount
Item No.
1. $
$
2. $
$
3. $
$
4. $
$
5. $
$
6. $
$
7. $
$
8. $
$
9. $
$
SUBTOTAL:
$
City of Bellflower
RFP No. PL-2024-01: Complete In -House Building and Safety Division Operations and Fire Review and Inspection Services
EXHIBIT D
SAMPLE CONTRACT
[BEGINS ON NEXT PAGE]
WA
AGREEMENT FILE NO. Cflc�� here e to enters teKto
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
Consultant name
FOR COMPLETE IN-HOUSE BUILDING DIVISION OPERATIONS AND FIRE PLAN
AND INSPECTION REVIEW SERVICES
THIS AGREEMENT is entered into this Click here to enter text. day of Click here to enter text. 20Click here to enter text., by and between the CITY OF BELLFLOWER, a municipal corporation and general law city ("CITY") and Consultant name, a type of organization, e.g., corporation, and state of incorporation ("CONSULTANT").
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 Click here to enter text. for CONSULTANT's services. CITY may modify this amount asset forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "Click here to enter text.," which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "Click here to enter text.," which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.
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.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "Click here to enter text.") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date.
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 Work 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 $Click here to enter text. 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;
Carefully considered how the services should be performed; and 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 Click here to enter a date. to Click here to enter a date.. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "Click here to enter text."; B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
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:
List exhibits with scope of work first; budget second; and proposal last (all if applicable) _25_
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Agreement File No. enter no
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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.
mom
Cuty of Bellflower
Agreement File No. enters no.
Name of contracted party
17. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; WARRANTY. Except as otherwise provided below, all documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT (collectively, "Documents") under this Agreement are CITY's property. CONSULTANT may retain copies of such Documents 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. CONSULTANT warrants that all Documents it drafts and completes pursuant to this Agreement constitutes original work. Specifically, CONSULTANT understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft's Bing Chat, Google's Bard, and Meta's LLaMA (Large Language Model Meta Al), in the performance of this Agreement does not constitute an original work, i.e., submitting Documents generated by such Al tools to CITY and representing it as CONSULTANT's original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, CITY specifically rejects ownership of such Documents. CONSULTANT is required to indemnify and defend CITY to the fullest extent allowed by applicable law should it violate this Section.
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 _27_
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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.
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.
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City of Bellflower
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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
Commercial general liability
Professional Liability
Business automobile liability
Workers compensation
Limits
$2, 000, 000
$1,000,000
$17000,000
Statutory requirement
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 m
City of Bellflower
Agreement File No. enter no.
Har ne of cow'Uacted aparty
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. CONSULTANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this 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:
Attention: Click here to enter text
Click here to enter text.
Click here to enter text.
Click here to enter text.
phone
email
If to CITY:
Attention: Click here to enter text.
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
(562) 804-1424
email
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City of Bellflower
Agreement File No. enter no.
Name of contracted parry
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.
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.
—31�
City of Bellflower
Agreement File No. enter no.
Haainie of canti acte dd party
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 are Click here to enter text.
Attachments 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.
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.
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER
Ryan Smoot, City Manager
ATTEST:
Mayra Ochiqui, City Clerk
APPROVE® AS TO FORM:
Karl H. Berger, City Attorney
ATTACHMENTS:
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Exhibit Click here to enter text.
Consufltant name
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G1<11 OF BELLFL pWE�
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0R'w,NG To6f_j'I ¢ leport
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Travis Sais, Deputy City Manager
SUBJECT: Consideration and possible action to authorize the City Manager to execute Amendment No. 1 to Agreement File No. 799, in a form approved by the City Attorney, with TGIS Catering Services, Inc. (TGIS), to extend the term for catering and concession services at The Mayne Events Center and Fire Museum.
Date: March 25, 2024
EXECUTIVE SUMMARY
The City of Bellflower entered into Agreement File No. 799 with TGIS Catering Services, Inc. ("TGIS") on April 9, 2018, granting exclusive catering and concession rights at The Mayne Events Center and Fire Museum. The original agreement spanned two years, with options for two additional two-year extensions, totaling six years, set to expire on April 9, 2024.
On March 6, 2024, TGIS submitted a formal request to extend the agreement for three years, with an option for two additional two-year extensions, bringing the new proposed term to a total of seven years. The request letter is included as an attachment to this staff report.
Throughout the partnership, TGIS has worked well with Bellflower staff and the Fire Museum Association while continuing to increase revenues. Despite the 18-month closure of the Mayne Events Center due to COVID-19, TGIS successfully rebounded, generating increased revenues in FY 2022-2023 and FY 2023-2024. As such, it is staff's recommendation that the City Council approve a three-year extension, with the option for two additional two-year terms, at the City's sole discretion, for catering and concession services at The Mayne Events Center and Fire Museum.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Amendment No. 1 to Agreement File No. 799, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
-1-
Staff Report — Amendment No. 1 to AFN 799
March 25, 2024
FISCAL IMPACT
The City will continue to collect 21 % of gross receipts during the new agreement term.
Gross receipts include all sales, charges, service charges, and fees from all foods/products, alcoholic beverages, non-alcoholic beverages, room/space rental, and set-up. It also includes fees charged for audio-visual equipment and services. Gross receipts exclude sales tax collected, customer refunds, optional gratuities paid by customers for employee and third -party vendor fees.
The table below depicts the TGIS gross receipts from the Mayne Events Center and the City's share of the gross receipts:
Gross Receipts from the Mayne Events Center
Fiscal Year
TGIS
City's Share (A)
FY 2017-18
$173,128
$34,629
20%
FY 2018-19
$584,394
$117,890
20%/21 %
FY 2019-20
$396,409
$81,374
21%
FY 2020-21
$97,029
$20,376
21%
FY 2021-22
$668,553
$140,396
21%
FY 2022-23
$1,109,383
$227,699
21%
FY 2023-24
Jul 23 — Dec 23
$529,727
$111,243
21%
Total:
$3,558,623
$733,607
(A) Excludes amounts deducted and refunded for issues.
ATTACHMENTS
Amendment No. 1 to Agreement File No. 799......................................................3 Letter request from TGIS.................................................................................4 AgreementFile No. 799...................................................................................6 -2-
AMENDMENT NO. 1 TO
AGREEMENT FILE NO. 799 BETWEEN
THE CITY OF BELLFLOWER AND
TGIS CATERING SERVICES, INC.
THIS AMENDMENT No. 1 ("Amendment") is made and entered into this 10t" day of April 2024, by and between the CITY OF BELLFLOWER, a general law city and municipal corporation ("CITY"), and TGIS CATERING SERVICES, INC., a California Corporation ("CONCESSIONAIRE"). The Parties agree as follows- 1 . TERM. Pursuant to Section 39 of Agreement No. 799, Section 7 is amended in its entirety to read as follows:
7. TERM. The term of this Agreement is extended to April 9, 2027.
Subject to the termination requirements listed below, this Agreement may be extended two times for two additional years each, for a total of four additional years at CITY's sole discretion. In no event may the term exceed April 9, 2031."
2. ELECTRONIC SIGNATURES. 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.
3. NO OTHER CHANGES. Except as modified by this Amendment, all other terms and conditions of Agreement File No. 799 remain the same.
IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF BELLFLOWER TGIS CATERING, INC.
Ryan Smoot, City Manager
F-11a9 16
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
Sofia Riley, President
Taxpayer ID No.
1911
TGIS
tgoodness
it's Sofia
FOOD EVENTS WEDDINGS
March 6, 2024
City of Bellflower
Attn: Ryan Smoot
16600 Civic Center Dr
Bellflower, Ca 90706
Dear Ryan,
I hope that your transition into the City of Bellflower is going well. I am sure you are extremely busy getting various projects in order. There is one more matter that requires your consideration. It has come to my attention that our current catering agreement between TGIS and the City of Bellflower is set to expire on April 9, 2024.
The entire team at TGIS Catering, many of whom are residents of Bellflower, would very much appreciate a contract extension. Collectively, to the person, we value our vendor relationship with the City of Bellflower, and we would like to continue as your vendor partner at the Mayne.
Unfortunately, due to covid we did experience closure of the Mayne for approximately 18 months.
However, we have bounced back robustly. As we were emerging from Covid in 2022, we generated $168,000 in revenue for the City Bellflower and in 2023 $219,945. That is a 30% increase over the prior year.
Following is a list of other facts you may find interesting:
1. Our Marketing efforts have been productive:
a. Christine Chu from the Television Show "Bling Empire" and an Influencer whose reach is over 1.4 million -examined a post by the Mayne and traveled from Beverly Hills to have an event at the Mayne and fire Museum. It is still posted on her Instagram with 45,830 likes.
b. In 2022 we had 100 event bookings. In 2023 we had 125 event bookings. That is a 25% increase over the prior year.
c. We are continuing additional spending on digital marketing to ensure future success in 2024 and beyond.
2. We recently purchased an additional $11,000.00 in new equipment including replacement of flatware and China.
3. TGIS purchased over $5,000 in furnishings and fixtures for a beautiful bridal suite.
4. The TGIS team has endeavored as always to put forth an outstanding product.
IM
TGIS
tgoodness
it's Sofia
FOOD EVENTS WEDDINGS
5. Asa vendor partner, we have tried to work within any budget constraints that might arise from limited budgets.
6. We area proud member of the City of Bellflower Chamber of Commerce.
We value our partner with the City of Bellflower. The team understands that our work is representative of the City. Further, we appreciate all the efforts of the City and its team members in helping ensure that the Mayne is wonderfully maintained and operational. It would be an honor if the City of Bellflower would extend the contract as the follows:
1. An Initial term of 3 years with an option to extend for two additional two-year terms for a total of 7 years.
On behalf of the whole team at TGIS, we hope that we can continue to serve as the Vendor Partner at the Mayne. Please feel free to reach out tome to discuss any details or if you have any questions.
We hope that this finds you well and we are hopeful to continue are cherished relationship, Best
George Marinos
CEO
TGIS CATERING
9*772
AGREEMENT FILE NO. 799
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
TGIS CATERING SERVICES, INC. ("CONCESSIONAIRE")
FOR CATERING AND CONCESSION SERVICES AT THE MAYNE EVENTS CENTER
AND FIRE MUSEUM
THIS AGREEMENT ("Agreement") is made and entered into this 9th day of April, 2018, ("Effective Date") by and between the CITY OF BELLFLOWER, a municipal corporation and general law city existing under the laws of California ("CITY") and TGIS CATERING SERVICES, INC., a California Corporation ("CONCESSIONAIRE"). The Parties agree as follows:
1. RECITALS: The parties enter into this Agreement with the following understandings:
A. CITY owns the Bellflower Events Center located at 16400 Bellflower Boulevard in the City of Bellflower;
B. CITY has determined that CONCESSIONAIRE is qualified to operate the Bellflower Events Center and it is in the public interest for CONCESSIONAIRE to do so;
C. This Agreement sets forth the Parties' agreements regarding the operation, maintenance, and promotion of the Bellflower Events Center in a manner best suited to meet the public needs and interest.
2. CONCESSION/LICENSE
A. DEFINITIONS. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this Agreement. Undefined words and phrases will be those set forth within the Exhibits or the CLAFMA Contract. "Bellflower Events Center" means the real property located at 16400 Bellflower Boulevard and more particularly described in attached Exhibit A, which is incorporated by reference. ii. "CLAFMA" means the County of Los Angeles Fire Museum Association, a California nonprofit corporation.
iii. "CLAFMA Contract" means the separate contract dated October 27, 2014, by and between CITY and CLAFMA governing use of the Bellflower Event Center and Fire Museum. A true and
City of Bellflower
Agreement File No. 799
TGIS
correct copy of the CLAFMA Contract is attached as Exhibit "C" for reference.
iv. "Concession services" means private functions for profit including, without limitation, weddings and receptions; business meetings; conferences; educational and training functions; trade shows; lunches; dinners; banquets; and parties for profit.
V. "Gross Receipts" includes the total actual revenues from the business conducted by CONCESSIONAIRE upon and from the
Bellflower Events Center pursuant to this Agreement. Gross receipts include all sales, charges, service charges, and fees from all foods/products, alcoholic beverages, non-alcoholic beverages, room/space rental, and set-up for which there is a charge from all forms of payments including cash, credit, checks, or others. All computations made to determine Percentage Payment, including the amount of Gross Receipts, must be made in accordance with generally accepted accounting principles.
vi. "Management Staff" means those persons identified by CONCESSIONAIRE as being responsible for events, supervision and booking. Such designation must be in writing and the Management Staff must be available by phone, text, and
electronic mail.
vii. "Percentage Payment" means the percentage of gross receipts paid by CONCESSIONAIRE to CITY for use of the Bellflower Events Center contemplated by this Agreement.
viii. "Private" means those uses by individual persons or groups where the general public is excluded from attendance. "Private" does not include events sponsored by CITY in writing.
ix. "Profit" means those concession services that are booked, provided or serviced by CONCESSIONAIRE for a profit as
provided for and subject to the terms and provisions of this Agreement.
X. "Start Date" means the date defined in Section 7.C. of this Agreement.
City of Bellflower
Agreement File No. 799
TGIS
B. CONCESSION. Except as otherwise provided CITY grants to CONCESSIONAIRE the exclusive right and privilege to provide catering and concession services in the Bellflower Events Center, in those areas designated as "Concession Area" on attached Exhibit A, which is incorporated by reference.
C.GENERALLY. This Agreement encompasses two different
arrangements between CITY and CONCESSIONAIRE for the operation of the Bellflower Events Center:
xi. License. CITY licenses to CONCESSIONAIRE to use the Bellflower Events Center.
xii. Food and beverage; Marketing. This License includes rights, privileges, and responsibilities for operation of the food and beverage facilities located at the Bellflower Events Center in conjunction with providing Concession services including, without limitation, marketing.
D. CLAFMA CONTRACT. The CLAFMA Contract governs a portion of the Bellflower Events Center as more particularly described in Exhibit A. A copy of the CLAFMA Contract is attached as Exhibit C, for reference. Any conflict in language between this Agreement and the CLAFMA Contract will be resolved in favor of the CLAFMA Contract.
9MM0197 a 4101 ;I&W UN [d 2" 1ely/ 1114 1l &K91►[4i***3L0LL11-.1 A. It is CITY's clear and specific intent that CONCESSIONAIRE provides the full range of services contemplated in the Agreement. Concentration by CONCESSIONAIRE in one area, of service, to the detriment or exclusion of another, will not be acceptable. In summary, CONCESSIONAIRE must be prepared to provide excellent products and services in keeping with the CITY's reputation and high level of service to the public. This concession was granted to CONCESSIONAIRE based upon CONCESSIONAIRE's general reputation in the community for excellent services. All persons serving CONCESSIONAIRE in connection with this Agreement must be under the control and jurisdiction of CONCESSIONAIRE unless otherwise allowed by CITY in writing.
B. CONCESSIONAIRE must supply and have ready for sale all products in sufficient quantity and maintain adequate personnel and equipment for the
City of Bellflower
Agreement File No. 799
TGIS
efficient service of its customers at all times, and operate at such hours of day and night as required.
C. CONCESSIONAIRE must use and supply its own dinnerware, silverware, and linens.
D. CONCESSIONAIRE must employ its best judgment, efforts, and abilities in a manner calculated to produce the maximum practical volume of sales and transactions obtainable. CITY acknowledges and fully understands the business and profit motive which is the basis for CONCESSIONAIRE's operation. CONCESSIONAIRE must ensure that the levels of service, and the charges associated therewith, are adequate and reasonable and meet the requirements of the patrons, events and activities of the premises.
CITY reserves the general right to reasonably determine the levels of servicer to be provided.
E. CONCESSIONAIRE will work with the CITY to maintain a strong marketing program to promote and advertise the Bellflower Events Center and the catering services therein, in an effort to increase customers and sales.
F. CONCESSIONAIRE will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONCESSIONAIRE by this Agreement.
G. QUALITY OF PRODUCTS AND SERVICES
CONCESSIONAIRE must offer for sale only foods and beverages of such quality as judged reasonably acceptable by CITY. All products must be appealing in appearance. CITY may, at any time when employees or representatives of CONCESSIONAIRE are present, and whether the concession premises are in operation or not, to inspect products to be sold by
CONCESSIONAIRE, and approve or reject them if they do not meet the requirements of the agreement. In the event the CITY
City of Bellflower
Agreement File No. 799
TGIS
should reject any product, it must be immediately removed from the Bellflower Events Center.
ii. CONCESSIONAIRE must furnish prompt, courteous, efficient, inoffensive, and quality service to meet the reasonable demands of CITY, and the public and patrons in the Bellflower Events Center. CONCESSIONAIRE must furnish all authorized and/or required services on a fair, equal, and nondiscriminatory basis to all patrons.
iii. CONCESSIONAIRE must control and be held responsible for the conduct, demeanor and appearance of its officers, agents, employees, and representatives, guests, contractors and others while doing business in, about or adjacent to the premises. Upon reasonable objection from CITY concerning the conduct,
demeanor or appearance of these persons, CONCESSIONAIRE must immediately take all actions necessary to remove the cause of the objection.
iv. CONCESSIONAIRE must conduct its business on the premises in an orderly, cooperative, and proper manner so as not to annoy, disturb, disrupt, offend, or otherwise interfere with the ongoing operation of the premises and/or its tenants and patrons. CITY recognizes that events catered by CONCESSIONAIRE may
generate noise as produced by gatherings.
H. MANAGEMENT
CONCESSIONAIRE must maintain an office in the Bellflower Events Center, at the place provided by the CITY, which is open to the public and staffed by at least one employee with the general intention that the office be opened and staffed during the general operating hours of the Bellflower Events Center. The specific schedule will be modified from time to time in cooperation with CITY. In addition, a CONCESSIONAIRE management
designee must be located in the Bellflower Events Center or on the concession site during all times a catering or concession activity is in operation. CONCESSIONAIRE is responsible for all functions assigned to the management staff herein. The
management staff must be fully acquainted with
CONCESSIONAIRE's operations and contract obligations and
City of Bellflower
Agreement File No. 799
TGIS
must be authorized by the CONCESSIONAIRE to act on its behalf and to fulfill all contractual and other obligations in the day —by — day operation of the concession.
CONCESSIONAIRE EMPLOYEES
CONCESSIONAIRE employees must follow the rules and
regulations established by the CONCESSIONAIRE employee
handbook and code of conduct.
ii. CONCESSIONAIRE must immediately remove any employee from the Bellflower Events Center identified by CITY as failing to meet the requirements of this Agreement.
iii. CONCESSIONAIRE must make every effort to employ Bellflower residents.
iv. Employees of the CONCESSIONAIRE must, at all times, be neatly and cleanly uniformed. The CITY will approve the style and colors of uniforms for employees.
V. CONCESSIONAIRE will train and closely supervise all employees so that they are aware of and continually practice high standards of cleanliness, courtesy and service. CONCESSIONAIRE will provide an adequate number of personnel to the facility to properly serve and attend to the patrons.
vi. CONCESSIONAIRE must provide and regularly schedule
employees to help its clients with their set-up and special needs upon their arrival on the site for and during concession services.
J. BUILDING SECURITY
Security is required for all events that serve alcohol and any events that either the CITY or CONCESSIONAIRE deem
necessary. The security services will be paid for by the client.
Security guards to guest ratio requirements are listed below:
Security to Guest Ratio Requirements
City of Bellflower
Agreement File No. 799
TGIS
1 — 2 guards for guest count of 1-150
2 — 3 guards for guest count of 150 - 300
K. HEALTH DEPARTMENT RATING
CONCESSIONAIRE agrees to achieve and maintain throughout the contract period a Los Angeles County Department of Health Services Restaurant Rating of "A" as determined by the County Health Officer. CITY considers a Los Angeles County Department of Health Services letter grade score of less than "A"
unsatisfactory. If a lower grade is received, CONCESSIONAIRE agrees to immediately request a re -inspection at
CONCESSIONAIRE's expense and to undertake all practical measures within CONCESSIONAIRE's control or remedy any
issue that prevents an "A" grade. Failure to restore an "A" grade rating within a period of 30 days constitutes a material breach of this Agreement.
L. ALCOHOL MANAGEMENT
CONCESSIONAIRE must demonstrate at all times to the CITY the strictest controls over alcohol inventory, alcohol revenue recordkeeping and serving guidelines:
ii. Make available for CITY inspection a record of alcohol purchases and event usages that corresponds to event alcohol sales. iii. Demonstrate strict controls for alcohol inventory storage. iv. Ensure that all bartenders /servers are educated/certified via an approved alcohol -training course as mandated by the State of California.
M. OUTDOOR VENUE. CONCESSIONAIRE will contribute $50,000.00 to develop an outdoor venue space for events that may be held outdoors on the premises. CONCESSIONAIRE will assist with the conceptual design of the outdoor venue ensuring the best use of event space.
N. FACILITY RESERVATION TECHNOLOGY. CONCESSIONAIRE will be required to use a facility scheduling system and related computer hardware for event booking. CONCESSIONAIRE will need to provide its
City of Bellflower
Agreement File No. 799
TGIS
own scheduling system and must grant CITY access to the scheduling system.
O. BOOKING POLICIES AND USE PRIORITIES
When not in use for CITY sponsored events, the Bellflower Event Center facilities are available to the CONCESSIONAIRE for food and beverage bookings. CONCESSIONAIRE cannot book any
event more than 18 months in advance without prior written approval of the CITY.
ii. All scheduled catered uses, of any concession area must recorded and maintained by CONCESSIONAIRE and retained in the possession of CONCESSIONAIRE during the term of this Agreement. Records must be available for CITY inspection at any time during CONCESSIONAIRE's regular office hours.
iii. CITY has first right and priority to schedule and use any or all of the Concession Area, except for the CLAFMA usage outlined in the CLAFMA Contract.
iv. CLAFMA and the CITY must give reasonable notice to
CONCESSIONAIRE in the event of booking the or intent to book the use of the 2nd floor of the Bellflower Events Center.
V. CLAFMA has a right of first refusal for use of the Bellflower Event Center on the 1st Saturday in December of every year. CLAFMA will coordinate with CONCESSIONAIRE on use of the 2nd Floor of the Event Center for all other events hosted by CLAFMA.
P. ROOM SET-UP
In connection with all events booked by CONCESSIONSIRE
pursuant to the terms of this Agreement, CONCESSIONAIRE is responsible to provide all necessary labor for arranging furnishings and "setting up" or "cleaning up" rooms in Concession Area where there is contracted food, beverage or other services.
CITY reserves the right at any time to provide with its own forces, furniture arrangement or "room set - up" in connection with any CITY or CITY -sponsored use of the premises or in connection with any CITY- approved community, charitable or non-profit use
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of the premises. CITY acknowledges that the CONCESSIONAIRE employees may not be available on a complimentary basis to set up events that have no food or beverage associated with them.
Q. PRICING OF PRODUCTS AND SERVICES
The Bellflower Events Center will serve an extremely divergent range of patrons in a highly competitive market. The imposition of a non-competitive price structure for products and services would be detrimental to the Bellflower Events Center users, to its reputation, to the potential for future bookings, and ultimately, to CONCESSIONAIRE. Therefore, the pricing of the products and services provided by the CONCESSIONAIRE is of considerable importance to CITY.
ii. Because of the importance of competitive pricing,
CONCESSIONAIRE agrees to price all food, beverages, goods and services at a rate comparable to the prices of said products and services at other competing banquet and meeting facilities in Los Angeles and Orange Counties. CONCESSIONAIRE must
provide for the consideration and selection of patrons, a wide range of standard menu items and pricing. All such menus and price lists must be submitted to the CITY in writing for CITY's approval which will not be withheld unreasonably. CITY will have ten days to object to any prices proposed by CONCESSIONAIRE, or said prices will be deemed approved. In addition, said menus and price lists will be printed by CONCESSIONAIRE at
CONCESSIONAIRE's own expense and made available to
prospective patrons of the Bellflower Event Center facility. CITY intends that the aforementioned standard menu items be
considered as the minimum food and beverage items offered by CONCESSIONAIRE. It is not intended to be an all-inclusive listing. CONCESSIONAIRE is expected to explore the feasibility and appropriateness of offering additional items, during the term of the Agreement and to plan, promote and conduct special events and activities featuring entertainment and food and beverage service.
4. PERFORMANCE STANDARDS: While performing this Agreement, CONCESSIONAIRE will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing
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similar services. CITY will continuously monitor CONCESSIONAIRE's services. CITY will notify CONCESSIONAIRE of any deficiencies and CONCESSIONAIRE will have 15 days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONCESSIONAIRE.
5. PAYMENTS AND ACCOUNTING RECORDS
A. PERCENTAGE PAYMENT
Effective April 9, 2018, CONCESSIONAIRE must pay to CITY 20% of gross receipts during the first year of this Agreement Effective April 9, 2019, CONCESSIONAIRE must pay to CITY 21 % of gross receipts for the remainder of the term of the Agreement, exclusive of sales tax collected, customer refunds, and optional gratuities paid by customers for employees. Gross receipts exclude third party vendor fees.
ii. Effective April 9, 2018, CONCESSIONAIRE agrees to collect the fees charged for audio-visual equipment and services.
CONCESSIONAIRE agrees to pay to CITY 20% of all fees
charged during the first year of this Agreement, Effective April 9, 2019, CONCESSIONAIRE agrees to pay to CITY 21 % of all such fees for the remainder of the term of the Agreement.
CONCESSIONAIRE will provide all the labor for the setup and operation of equipment during an event. CONCESSIONAIRE will be responsible for recovering damages from responsible parties for any damage to CITY's audio-visual equipment. CITY will provide regular maintenance of the audio-visual equipment. iii. CONCESSIONAIRE will provide its own computer, printer and communication software for booking events and maintaining records. CONCESSIONAIRE acknowledges the need for
interconnection with CITY employees and officers and will provide access to CITY designee(s).
iv. CONCESSIONAIRE must purchase financial software to prepare all required and requested reports in a computerized format compatible to that of CITY's software.
V. Any events sold by CONCESSIONAIRE at the Bellflower Events Center but catered away from the Bellflower Events Center must
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be considered Bellflower Events Center sales.
CONCESSIONAIRE must notify CITY in writing in advance of off - site catering that entails the use of Bellflower Events Center equipment and/or furnishings.
B. CALCULATION AND REMITTANCE.
The Percentage Payment and other fees payable by
CONCESSIONAIRE to CITY must be paid on a monthly basis and not later than the 15th day of the month following the reporting month. Should the 151h fall on a non -business day for CITY, the payment must be due on the next business day. Should
CONCESSIONAIRE fail to pay the amount due on or before the 15th day of the month, CONCESSIONAIRE agrees to pay an
additional sum equal to five percent (5%) of the amount past due. ii. If CONCESSIONAIRE, during any 12-month period, should be late more than three different due dates, CONCESSIONAIRE must reimburse CITY for the expense of a solvency review at the sole discretion of CITY. CONCESSIONAIRE also authorizes CITY to deduct any unpaid monthly fees from CONCESSIONAIRE
Deposit Account if said fees are more than fifteen (15) days past due. Failure to pay fees by the 15th of any month and not cured within ten (10) day period may, at CITY's sole discretion, be considered a material breach of the Agreement.
C. REPORTING.
Also due by the 151h of each month from CONCESSIONAIRE is a report of all gross sales collected from the previous month (taxes, gratuities and service charges included). The report must include a monthly summary detailing gross sales and rental fees in the style directed by CITY. CONCESSIONAIRE must categorize all sales and rentals by type of product or service, for example, food, alcoholic beverages, set-up fees, room rental rate, etc. ii. CONCESSIONAIRE must provide CITY a copy of all final itemized invoices as submitted by CONCESSIONAIRE to its customers.
D. STATEMENTS BOOKS AND RECORDS
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CONCESSIONAIRE must keep full and accurate records, books, and data with respect to all business conducted pursuant to this Agreement which must show all the Gross Receipts. CITY, or its designee, has the right at all reasonable times and at CITY's expense, to inspect such books and records, including any California sales tax return records. CONCESSIONAIRE must retain all such records and instruments and will make them available to CITY at the Bellflower Events Center at CITY's request and expense.
ii. CONCESSIONAIRE must provide CITY with semi-annual
profit/loss statements on a form reasonably acceptable to CITY not later than 30 days following the end of the reporting period.
E. CASH DEPOSIT. CONCESSIONAIRE must maintain a monetary deposit with CITY in the sum of $45,000 as security for Percentage Payments owed to CITY and for the refund of any advance payment received by CONCESSIONAIRE from any customer for services, if necessary. The deposit must be paid by the Effective Date of this Agreement. The deposit must be maintained and subject to the following:
Upon notice that CONCESSIONAIRE failed to deliver product or services to a customer, CONCESSIONAIRE will be allowed to resolve the dispute utilizing proper legal remedies as provided for in its contract with the customer.
ii. CITY agrees to deposit said funds in CITY's CONCESSIONAIRE Rent and Customer Deposit Account. CITY agrees to credit to this account CITY's yield on the State Treasurers Local Agency Investment Fund each calendar quarter, and credit the Deposit Account after the end of each quarter as the interest is earned on the account. If the Agreement should end before the end of any quarter, the interest must be prorated to the date of termination. iii. CONCESSIONAIRE must provide a monthly report to CITY of all advance deposits and payments received by it from any
customer for which catering services are due and owing. Said list must contain the name and address of the customer, a
description of the services to be provided and the date to be performed.
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iv. CITY may audit CONCESSIONAIRE's books and records upon 24 hours' notice during regular business hours, the purpose being to determine the status and amount of all advance payments or deposits received by CONCESSIONAIRE from any customers.
V. CONCESSIONAIRE agrees to maintain the above cash deposit with a balance not less than $45,000 at all times, during the entire term of this Agreement. Any shortage must be paid within 10 days of written notice from CITY. The initial deposit must be paid to CITY by the Effective Date of this Agreement.
vi. Within 30 days after the termination of this Agreement, CONCESSIONAIRE must receive from CITY a check for the
balance of the above deposit, plus interest. Any monies owed customers for either deposits or unresolved disputes between the customer and CONCESSIONAIRE will be deducted from the
balance of the account. On termination, CONCESSIONAIRE will provide satisfactory evidence to CITY that all obligations of CONCESSIONAIRE to any person or customer from whom
CONCESSIONAIRE has received an advance payment or deposit have been performed or that deposit has been refunded.
CONCESSIONAIRE may authorize CITY to pay from the above account any amount CONCESSIONAIRE owes to any customer
for services that have not been performed.
F. AUDIT
CONCESSIONAIRE 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. CONCESSIONAIRE will retain such financial and program service records for at least three years after termination or final payment under this Agreement.
ii. CITY may, at its own expense, audit CONCESSIONAIRE's books and records of receipts at any time, for the purpose of verifying the Gross Receipts and Percentage Payment. If such audit establishes that CONCESSIONAIRE has understated the Gross
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Receipts by five percent (5%) or more (after appropriate deductions and exclusions), CONCESSIONAIRE must pay the entire expense of said audit. CONCESSIONAIRE must pay CITY any overdue Payment revealed by the audit along with fifteen percent (15%) per annum interest from the date such Payment was due. CITY must refund or credit CONCESSIONAIRE with any overpayment by CONCESSIONAIRE.
iii. In addition to any other information, CITY may also obtain, upon reasonable request, information from CONCESSIONAIRE's
books and records including, without limitation, payroll, maintenance, and operational expenses.
G. PLACE OF PAYMENT. All payments provided in this Agreement must be paid to the City of Bellflower at the address provided below:
City of Bellflower
Attn: Finance Department
16600 Civic Center Drive
Bellflower, CA 90706
1) POSSESSORY INTEREST TAXES. This License is not intended to give CONCESSIONAIRE a property interest in the Bellflower Events Center. However, CONCESSIONAIRE is informed by CITY pursuant to Revenue & Taxation Code § 107.6 that any property interest in the Property may be subject to property taxation if created and that CONCESSIONAIRE may be subject to the payment of property taxes levied on such interest. CONCESSIONAIRE may not deduct such amount from payments to CITY.
6. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONCESSIONAIRE 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 CONCESSIONAIRE services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.
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7. TERM
A. INITIAL TERM. The initial term of this Agreement will begin April 9th, 2018, or as soon thereafter as is practical, and ends two years later.
B. OPTION. Subject to the termination requirements listed below, this Agreement may be extended two times for two additional years each, for a total of four additional years at CITY's sole discretion.
C. START DATE. The "Start Date" is the first day on which the Bellflower Events Center is formally opened to the public under
CONCESSIONAIRE's management, i.e., April 9, 2018. Although the Start Date is the date from which the Initial Term of this Agreement is measured, this Agreement will be fully in force and effect beginning on the date this Agreement is executed for all other purposes, including CONCESSIONAIRE's and CITY's rights and obligations.
8. TERMINATION.
A. OVERVIEW
Except as otherwise provided, City may terminate this Agreement at any time with or without cause.
ii. CONCESSIONAIRE may terminate this Agreement at any time with the CITY's mutual consent. Notice will be in writing at least 30 days before the effective termination date.
iii. Upon receiving a termination notice, CONCESSIONAIRE 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 CONCESSIONAIRE after receiving a termination notice will be performed at CONCESSIONAIRE's own cost; CITY will not be obligated to compensate CONCESSIONAIRE for such work.
iv. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONCESSIONAIRE will, at CITY's option, become CITY's property, and CONCESSIONAIRE will receive
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just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination.
V. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.
vi. By executing this document, CONCESSIONAIRE waives any and all claims for damages that might otherwise arise from CITY's termination under this Section.
B. DELIVERY OF PROPERTY. CONCESSIONAIRE must, upon termination or expiration of this Agreement, deliver the Bellflower Events Center to CITY in as good an order and condition as on the Start Date or as may be improved by CONCESSIONAIRE or CITY after the Start Date, reasonable use and wear thereof excepted. In addition to any landlord's lien provided by California law, CITY has a specific lien on all property of CONCESSIONAIRE located on the Bellflower Events Center as security for Payments due to CITY.
C. RIGHTS UPON TERMINATION. Upon termination of this Agreement before the expiration of the term, as may be extended, the Parties will have those rights, remedies, and responsibilities as may be available or applicable at law or in equity.
�1��b9 ��7 � �:Z�] � �:� �'/_1 �I �Z��7►[��'�•'i [�] � I_11:7 �i+'��13�[rL� i[�7►I+'� A. USE OF BELLFLOWER EVENTS CENTER. CONCESSIONAIRE will enjoy the following privileges during the Term of this Agreement:
CONCESSIONAIRE must operate the Bellflower Events Center and related services and facilities in accordance with this Agreement, as described in Scope of Services. CITY's written approval is necessary for any additional use of the Bellflower Events Center. CONCESSIONAIRE agrees to comply with all federal, state, and local laws and/or regulations applicable to the use and operation of the Bellflower Events Center.
ii. CONCESSIONAIRE must maintain, use, and operate the
Bellflower Events Center in a professional manner using the standards in Scope of Services. CITY must use good faith effort
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to prevent any unreasonable inhibition or restriction of CONCESSIONAIRE's contractual rights. CONCESSIONAIRE
cannot abandon the Bellflower Events Center without CITY's written consent during the Term of this Agreement.
iii. CONCESSIONAIRE must comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at CONCESSIONAIRE's own cost.
iv. CITY shall provide and maintain standard audio visual equipment and allow CONCESSIONAIRE to operate equipment.
CONCESSIONAIRE will provide all the labor for the setup and operation of equipment during an event. CONCESSIONARE will be responsible for collecting fees for use and recovering damages from responsible parties for any damage to CITY's audio-visual equipment. CITY will provide regular maintenance of the audio- visual equipment.
B. CONCESSIONAIRE'S OBLIGATIONS. From and after the Start Date, CONCESSIONAIRE must assume all responsibilities for the operation of the Bellflower Events Center at the same or higher level of service found in similar event centers in the California South Coast Region. This includes, without limitation, the following:
Monitoring all activities on the Bellflower Events Center, not including those activities related to the Fire Museum should hours of operation differ from those of concessionaire, to ensure compliance with rules and regulations developed by
CONCESSIONAIRE and approved by CITY;
ii. Scheduling and reserving rooms for events. CONCESSIONAIRE must promote interest in the Bellflower Events Center and, in such pursuit, plan, schedule, and oversee the conduct of events, including those for which reservations were received before the Start Date;
iii. Employ qualified employees to meet the public's needs under this Agreement and to serve CITY and the general public in an efficient and courteous manner at all times. CONCESSIONAIRE must utilize its best efforts to employ Bellflower residents.
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iv. Be responsible for collecting all fees and, at
CONCESSIONAIRE's expense, be responsible for providing
personnel for the collection of fees. CONCESSIONAIRE may, and is encouraged to, recommend fee amounts to CITY. CITY may, in its sole discretion, approve or disapprove of such
recommendations. Under no circumstances will a fee increase occur before CONCESSIONAIRE's review;
V. Review costs with CITY on a monthly basis;
vi. Cooperate with CITY's Recreational Programs;
vii. Conduct monthly onsite meetings at the Bellflower Events Center between CITY's designee and the Bellflower Events Center's General Manager;
viii. Permit CITY to freely distribute promotional or informational literature to patrons at the Bellflower Events Center;
ix. Recommend to CITY the design and placement of advertising and signage on the Bellflower Events Center and, if approved by CITY at CITY's sole discretion, implement such recommendations; X. Obtain any necessary license or permit for operating the Bellflower Events Center.
10. STANDARDS OF SERVICE
A. HOURS OF OPERATION
The Bellflower Events Center must be open for business during regular business hours as determined by necessity, unless closed due to inclement weather, safety, and/or emergency.
ii. CONCESSIONAIRE is allowed to change the hours of operation for all Bellflower Events Center facilities subject to CITY's approval.
B. TYPE OF OPERATION. For and during the Term, CONCESSIONAIRE must:
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Furnish and maintain a standard of service and quality at least equal to that of the better class of similar municipal event centers and museums;
ii. Furnish prompt, courteous, and efficient service adequate to meet all reasonable requests, ensuring polite and welcoming conduct and demeanor on the part of its representatives, agents, and employees. CONCESSIONAIRE must strive to recognize and
cultivate repeat clientele; and
C. CONCESSIONAIRE must operate its business on the Bellflower Events Center with diligence and efficiency in a customer friendly but commercially reasonable manner, so as to produce a maximum return to CONCESSIONAIRE and CITY under the terms of this Agreement.
11. MAINTENANCE OF EQUIPMENT AND PROPERTY
A. PERSONAL PROPERTY. CONCESSIONAIRE must maintain all personal property at the Bellflower Events Center in a good condition, and will replace the same as CONCESSIONAIRE and CITY deem necessary.
CONCESSIONAIRE is not responsible for maintaining Fire Museum property.
B. In the course of discharging its responsibilities under the terms of this Agreement, CONCESSIONAIRE shall, at all times, ensure maintenance of the highest standards of quality in both the products offered for sale and in the services provided.
C. BUILDINGS AND FIXTURES. Except as otherwise provided, CONCESSIONAIRE is obligated, without cost to CITY, to provide custodial services for the Bellflower Events Center in a timely manner to keep it clean and attractive. Except as otherwise provided, CONCESSIONAIRE must repair all damages caused by its employees or its operation of the Bellflower Events Center. All maintenance and repairs must be substantially the same or better quality as the original in materials and work. Should any repair or damage occur to items supplied by CITY, CITY must fully cooperate with CONCESSIONAIRE to obtain reimbursement from the responsible party. CONCESSIONAIRE is not responsible for damages caused by Fire Museum personnel or visitors and should inform CITY of any damages or issues that need to be
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addressed. Nothing provided in this Section obligates CONCESSIONAIRE to make any capital improvements.
D. MAINTENANCE QUALITY. CITY's designees may, at any reasonable time and without notice, enter the Bellflower Events Center to determine if satisfactory maintenance is being performed. If the quality of maintenance is unreasonable, CITY will provide written notice to CONCESSIONAIRE which includes the specific nature of the complaint. Should CONCESSIONAIRE fail to improve and sustain quality maintenance within 30 days of CITY's notice, CITY may enter upon the Bellflower Events Center and perform such maintenance.
E. RESTROOMS. CITY will provide basic restroom supplies, including toilet paper, paper towels, seat covers, and soap.
F. CONCESSIONAIRE's General Manager (the onsite manager) has authority, without the need for approval of CONCESSIONAIRE'S Director of Operations, to respond to CITY's concerns regarding day-to-day operations.
G. TRASH AND GARBAGE. CITY will provide removal of all trash and garbage associated with all operations of the facility from the designated trash enclosure. CONCESSIONAIRE must remove all trash from the facility and place in the designated trash enclosure. Piling boxes, cartons, barrels or other similar items is not permitted inside of the facility.
CONCESSIONAIRE is responsible for the proper disposal of its refuse in such a manner as not to contaminate or restrict sewer lines.
H. CHANGES, ALTERATIONS AND ADDITIONS. CONCESSIONAIRE may not make any changes to the Bellflower Events Center without CITY's prior written consent. Any changes, alterations, or additions to the Bellflower Events Center must remain for the benefit, and become the property, of CITY unless otherwise specified by written consent.
12. CITY'S OBLIGATIONS
A. CITY REPRESENTATIONS. CITY represents that:
The present use and operation of the Bellflower Events Center is authorized by, and complies with, all applicable federal, state, and local laws;
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ii. No current or past legal or administrative action affects the use of the Bellflower Events Center for event purposes;
iii. To the best of CITY's knowledge, the Bellflower Events Center does not have any physical defects that would affect using the Bellflower Events Center for event purposes.
B. OBLIGATIONS BEFORE START DATE. From and after the date of this Agreement through the Start Date, CITY is obligated to do the following:
Assist CONCESSIONAIRE in obtaining any approvals, licenses or permits that are necessary or appropriate to operate the Bellflower Events Center in the manner provided herein. ii. Deliver to CONCESSIONAIRE a list of personal property belonging to CITY located at the Bellflower Events Center which will be attached as Exhibit B and is incorporated by reference.
C. OBLIGATIONS FROM AND AFTER THE START DATE. From and after the Start Date and throughout the term of this Agreement, CITY is obligated to provide to CONCESSIONAIRE and perform the following:
Cooperate with CONCESSIONAIRE to promote the Bellflower Events Center; provided, however, that CITY is not obligated to incur any financial obligations concerning such promotion without CITY's prior written consent;
ii. Be responsible for all utility costs including, without limitation, electricity, gas, sewer, and telecommunications;
iii. Provide such security including alarm system, as CITY deems necessary or appropriate for the protection of the Bellflower Events Center. CONCESSIONAIRE must consult with CITY
regarding any additional security that may be deemed necessary or appropriate; and
iv. Provide such items listed in Exhibit B, which
CONCESSIONAIRE's ability to use the Bellflower Event Center as contemplated by this Agreement is the privilege to use real property. CITY's action is not, and cannot be construed to be, a
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conveyance of a property interest or a lease; it is a license to use property only.
13. CONDEMNATION. If all or part of the Bellflower Event Center is acquired by eminent domain or purchase in lieu thereof, CONCESSIONAIRE acknowledges that it will have no claim to any compensation awarded for the taking of the Bellflower Event Center or any portion thereof or for loss of or damage to CONCESSIONARE's improvements, if any.
14. RELOCATION BENEFITS. CONCESSIONAIRE acknowledges that it has been informed that CITY is a public entity and that the Bellflower Event Center was previously acquired by CITY for a public purpose. CONCESSIONAIRE further acknowledges that any rights acquired under this License arose after the date of acquisition of the Bellflower Event Center and that said rights are subject to termination when the Bellflower Event Center is needed by CITY. CONCESSIONAIRE hereby acknowledges that at the time of said termination of this License by CITY, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
15.SIGNS
A. CONCESSIONAIRE cannot erect, construct or place any signs or advertisements pertaining to its concession rights and operations in or on any portion of the premises without the express written permission of CITY. Before the erection, construction or placing of any signs or advertising matter upon the concession premises, CONCESSIONAIRE must submit to CITY, for its approval in writing, the drawings, sketches, design, dimensions, type and character of the sign or advertising manner.
Any conditions, restrictions or limitations with respect to the use of these signs, stated by City in its written approval, become conditions of the Agreement if specifically set forth herein.
B. CITY may from time to time modify or change its signs, its signage policy, or signs of identification. In that event CITY agrees to consult with the CONCESSIONAIRE on a timely basis so that CONCESSIONAIRE can contribute to and discuss with the CITY any future signing, changes, or modification thereof.
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A. CITY's City Manager ("Manager") may determine, at the Manager's sole discretion, that CONCESSIONAIRE must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONCESSIONAIRE to perform such Additional Work.
B. If CONCESSIONAIRE believes Additional Work is needed to complete the Scope of Work, CONCENSSIONAIRE 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.
17. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONCESSIONAIRE agrees that it has:
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.
iv. If services involve work upon any site, CONCESSIONAIRE agrees that CONCESSIONAIRE has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should
CONCESSIONAIRE discover any latent or unknown conditions that may materially affect the performance of the services, CONCESSIONAIRE will immediately inform CITY of such fact and will not proceed except at CONCESSIONAIRE's own risk until written instructions are received from CITY.
18. TIME FOR PERFORMANCE. CONCESSIONAIRE must follow the direction of CITY as to end results of the work only. CITY is not responsible for the wages or salaries of any employee or representative of CONCESSIONAIRE or for any debts, liabilities or other obligations of CONCESSIONAIRE. CONCESSIONAIRE and its employees are not
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entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
19.TAXPAYER IDENTIFICATION NUMBER. CONCESSIONAIRE will provide CITY with a Taxpayer Identification Number.
20. PERMITS AND LICENSES.
A. CONCESSIONAIRE and its employees must, at their sole cost and expense, comply with the requirements of all CITY, County, State and Federal authorities now in force, or which may hereafter be in force, pertaining to the concession premises, or the operations conducted thereon, and shall faithfully observe, and secure observance with, in the use of the concession premises, all CITY ordinances and State and Federal statutes in force, or which may hereafter be in force.
B. CONCESSIONAIRE, 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.
C. The licenses and permits to be secured and maintained in current standing by CONCESSIONAIRE and/or CONCESSIONAIRE's employees include, without limitation:
City of Bellflower business license;
ii. County of Los Angeles Health Department food handler permits; iii. California State Alcoholic Beverage Control Board liquor license; and
iv. California State Board of Equalization sellers permit.
21. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONCESSIONAIRE 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 CONCESSIONAIRE'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.
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22. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONCESSIONAIRE under this Agreement are CITY's property. CONCESSIONAIRE 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 CONCESSIONAIRE's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
23. 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 CONCESSIONAIRE 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.
PZ"M1,1114LVAl'IIaKIN 1101►I
A. CONCESSIONAIRE agrees to the following:
Indemnification for Professional Services. CONCESSIONAIRE 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 CONCESSIONAIRE or any of
CONCESSIONAIRE'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. CONCESSIONAIRE
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
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otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONCESSIONAIRE 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.
D. The requirements as to the types and limits of insurance coverage to be maintained by CONCESSIONAIRE as required by Section 27, 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 CONCESSIONAIRE pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.
25. ASSIGNABILITY. This Agreement is for CONCESSIONAIRE's professional services. CONCESSIONAIRE's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void.
26. INDEPENDENT CONTRACTOR. CITY and CONCESSIONAIRE agree that CONCESSSIONAIRE will act as an independent contractor and will have control of all work and the manner in which is it performed. CONCESSIONAIRE will be free to contract for similar service to be performed for other employers while under contract with CITY. CONCESSIONAIRE 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 CONCESSIONAIRE as to the details of doing the work or to exercise a measure of control over the work means that CONCESSIONAIRE will follow the direction of the CITY as to end results of the work only.
27. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONCESSIONAIRE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
City of Bellflower
Agreement File No. 799
TGIS
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
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 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," CONCESSIONAIRE 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 CONCESSIONAIRE for all claims made by CITY arising out of any errors or omissions of CONCESSIONAIRE, 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. CONCESSIONAIRE will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, 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
City of Bellflower
Agreement File No. 799
TGIS
A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONCESSIONAIRE will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.
F. Should CONCESSIONAIRE, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONCESSIONAIRE's expense or terminate pursuant to Section 8.
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 CONCESSIONAIRE (as the named insured) should CONCESSIONAIRE 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. CONCESSIONAIRE understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONCESSIONAIRE as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement.
Should CITY pay the SIR or deductible on CONCESSIONAIRE's behalf upon the CONCESSIONAIRE'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 CONCESSIONAIRE for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
28. USE OF SUBCONSULTANTS. CONCESSIONAIRE 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.
29. INCIDENTAL TASKS. CONCESSIONAIRE 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.
City of Bellflower
Agreement File No. 799
TGIS
30. 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 CONCESSIONAIRE:
Attention: Azalea Avelar
TGIS Catering Services, Inc.
3247 E. Airport Way
Long Beach, CA 90806
562-804-1934
[email protected]
If to CITY:
Attention: Randi L. Stover
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
(562) 804-1424 x2278
[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.
31.CONFLICT OF INTEREST. CONCESSIONAIRE will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations.
32. SOLICITATION. CONCESSIONAIRE maintains and warrants that it has not employed nor retained any company or person, other than CONCESSIONAIRE's bona fide employee, to solicit or secure this Agreement. Further, CONCESSIONAIRE warrants that it has not paid nor has it agreed to pay any company or person, other than CONCESSIONAIRE'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 CONCESSIONAIRE breach or violate this warranty, CITY may rescind this Agreement without liability.
33. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONCESSIONAIRE and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONCESSIONAIRE's or CITY's obligations under this Agreement.
34. 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.
City of Bellflower
Agreement File No. 799
TGIS
35. COMPLIANCE WITH LAW. CONCESSIONAIRE agrees to comply with all federal, state, and local laws applicable to this Agreement.
36. 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 are three (3) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
37. 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.
38. 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.
39. 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.
40. ACCEPTANCE OF ELECTRONIC SIGNATURES. 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.
41. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
42. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
43. 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
City of Bellflower
Agreement File No. 799
TGIS
control, then the Agreement will immediately terminate without obligation of either party to the other.
44. STATEMENT OF EXPERIENCE. By executing this Agreement, CONCESSIONAIRE represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONCESSIONAIRE 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 CONCESSIONAIRE is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BRVVFWWERZ TGIS CATERING, INC.
Jeffrey/. Stewart, City Manager Sofia Riley, President
ATTEST:
rk
IMMIX051cil a,
l
Karl H. Berger, Cl$y Attorney
Attachments:
Exhibit A — Building Renderings
Exhibit B — City Property List
Exhibit C — CLAFMA Agreement
City of Bellflower
Agreement File No. 799
TGIS
control, then the Agreement will immediately terminate without obligation of either party to the other.
44. STATEMENT OF EXPERIENCE. By executing this Agreement, CONCESSIONAIRE represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONCESSIONAIRE 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 CONCESSIONAIRE is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER TGIS CATERING, INC.
Jeffrey L. Stewart, City Manager Sofia Riley, Presi
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM
Karl H. Berger, City Attorney
Attachments:
Exhibit A —
Building Renderings
Exhibit B —
City Property List
Exhibit C —
CLAFMA Agreement
-37-
EXHIBIT A
Building floor plans
Outdoor Garden plans - Draft
Lockable Built in Cabinets
20 Occupants with Tables and Chairs
(VAF)
Featured - r IT .� 14' Hlgh Vehicular Roll
r and Up Glass Door
IaIcony
it t � /
/ d play Area �. - UP �
Conference
Balcony Abv
I e rl CS/
/6 Fae Riser
Mawr ;Ele Jac/� /
I Down
u :Lobby Fall
I S
Recep MR - - �[ ,+ - Office
an's Stor M L W C
Gift Shop, S_ r 5 Stor
oDisplay Wall
ws IUI
t' Display Disvay
sassed Fire Equiprrtertt
cur Fold Bay — Display Area
A
Display Wall I
2 o
Stor Elec Rm
r
S#air l
-_T-_
h
«
n Staging O
T
JL
Area. - -
o
-_
_
Display Display
MR WEI_
Display Wall
- LSe_rly Corridor.
r Plan
_ Future Expansion
Future Expansion
_0
7f (VAE}
(VAE)
7515 Metropolitan Dr.
6405 Mira Mesa Blvd
Bellflower Events
Center ` Fire
Suite 400
#100
San Diego, CA 92108
San Diego, CA 92121
GL
T 619.294.7515
T 858.527.6400
First Floor Plan
www.sillmanwTight.com
w /w.ledcor.corn
Department Legend
aConference ! Office
Fire Museum
❑ Lobby
❑ Service
(VAF)
14' High Vehicular Roll
Up Glass Door
First Floor Department
Department
Conference 1 Office
76e
Fire Museum
751
Lobby
11°
Service
167
11C
First Floor Area I
GOmments
Fire Equipment
Display Area
67 Lobby
1(
Conference
5(
Hall
2;
Women's Restroom
2!
Men's Restroom
T:
Office
21 Gift Shop
2(
Staging Area
2C
Elec. Rm.
1i
Storage
1i
ServCorridor
1E
Storage
14 Receptionist
fl(
Machine Room
71 MPOE
&
Sery Elegy.
6:
Elegy.
6. Machine Room
6:
Janitor
41 Storage
3E
Clst Office
1:
ClstGiftShop
tE
Clst Conference
iE
Clst Office
is
Stair
2E
(1)
D
-39-
VAF)
)rominently Featured
kotunda w/
;ircular Stalr and
)ecorative Balcony
)pen to Below
:anopy w! Sigrtage
rwo Stay Atrium -
3rass Fveman's
,ale w/ Glass Floor
lwning Above
Balcony
;VAF)
:olumn Free
space -
)perable Sound
gated Folding
�artiUon -
f Office
Stor
Lobby Bar
Ele
,
Prefunction
Department Legend
❑ Conference / Office
Awning
❑
Event Center
Goose Neck Lights
Balcony
❑ Service
Awning Above
I
liv(' 0 r civ Mech p � Awning
R Table Storage
—flec. nMelcorii
Dry
Storage
Dance
Floor Catering Kitchen
Jan.l
,
L EI
Stor 1 Sery Corridor stir
loor Plan
1-0„
7515 Metropolitan Dr.
6405 Mira Mesa Rvd
Suite 400 t
#100
San Diego, CA 92108
San Diego, CA 92121
T 619.294.7515
T 858.527.6400
www.silknanw6ght.com
www.ledcor.com
Second Floor Plan
Second Floor Departme
Department
Conference / Office
Event Center
Service
Second Floor Plan Are
Comments
Event Center Room 2
Event Center Room 1
Prefunction
Catering Kitchen
Sery Corridor
Women's Restroom
Bar
Lobby
Men's Restroom
Mech. Shaft
Unisex Restroom
Sery Elev.
Elev.
Janitor
Elec. Rm.
G S16' 32'
D.
51 (C Yi
TYP 1" 1' i OLIVE
'24'WTDECONC.EDGNG
WrMSCORING(TYP)
•••'• 1 .
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-41-
EXHIBIT B
City Property List at The Mayne Events Center and Fire Museum
FURNISHINGS
325 Chairs
2 Bars
4 Ficus trees
1 Dance floor
1 Podium
3 rubber made carts for kitchen equipment
12 cocktail tables
48 circular tables (5ft)
20 rectangle 6ft tables
2 serpentine tables
3 transportation carts (for tables)
AUDIO VISUAL EQUIPMENT
2 post standing racks
27 data/ voice/ port drops
14 wireless access point drops
5 sale data drops
1 security control panel
2 security alarm keypads
12 motion detectors
20 door contacts
2 digital touch panels
6 input faceplates
2 projector mounting brackets
2 projector ceiling mounts
2 digital mount pole kits
2 projector screens
12 ceiling speakers
1 medalink controller
1 keyconnect patch panel
1 patch panel
150 comfort cradle hooks
27 patch cords (7' — blue)
27 patch cords (7' — white)
3 pole valut digital switchers
3 link control processors
2 laser projectors
2 pendant microphones
2 hand-held microphones
2 a/v sound cords
2 HDMI cables
FOOD SERVICE EQUIPMENT
ITEM #1-1 DRY SHELVING UNITS
Quantity: Eleven (11)
Manufacturer: Cambro
Model: CAMSHELVING
Model CAMSHELVING (LOT) 4 tier, 21" deep shelving units, posts to be 72" high, shelving units shall have a smooth surface without any welding or crevices. Posts and traverses shall be made of steel metal core with thick polypropylene covers. Shelf plates shall have a smooth surface without any welding or crevices, be of a structural web design and removable to be washed manually or in a commercial dishwasher. Shelf plates shall contain CamGuard, antimicrobial that inhibits the growth of mold, fungus and bacteria. Posts shall have dovetails that allow shelves to be adjusted in 4" increments. Provide dunnage stands for all traverses 54" or longer and at corners where corner connectors are used. Verify evaporator coil location, shelving units below coil to have 3 shelves. Provide in the configuration shown on plans, verify final sizes of shelves and posts by field measuring prior to ordering.
ITEM #1-2 CORNER GUARDS AND WALL CAPS
Quantity: Eleven (11)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL (LOT) Provide 14 ga. stainless steel corner guards at 6'-6" in height.
Stainless steel shall have a #4 finish. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-3 BUMPER RAILS
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL (LOT) Approximately 36'-0" I. Provide 14 ga. stainless steel bumper rails guards mounted at 34" above the finished floor. Stainless steel shall have a #4 finish.
Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-4
Quantity:
Manufacturer:
Model:
MOP SINK
One (1)
Advance Tabco
9-OP-28
Model 9-OP-28 Mop Sink, floor mounted, 33"W x 25"D x 10"H (overall), 28"W x 20" front -to -back x 6" deep (bowl size), free flow drain with 2" IPS outlet, stainless steel construction ITEM #1-5 SERVICE FAUCET
Quantity: One (1)
Manufacturer: T&S Brass
Model: B-0655-01
1. Model B-0655-01 Service Sink Faucet, vacuum breaker nozzle with 3/4" garden hose thread, 1/2" NPT female flanged adjustable inlet with screwdriver stops, 6" wrist action handles, pail hook, bottom support, wall brace
2. 6" wrist action handle, standard, nc
ITEM #1-6 JANITOR S/S MOP RACK W/ SHELF
Quantity: One (1)
Manufacturer: Custom
Model: S/S
1. Model S/S Mop Hanger, 23", accommodates (3)
ITEM #1-7 SPARE NO.
ITEM #1-8 SPARE NO.
ITEM #1-9
ITEM #1-10
ITEM #1-11
Quantity:
Manufacturer:
Model:
SPARE NO.
SPARE NO.
ICE CUBER
One (1)
Scotsman
C0530MA-32
1. Model C0530MA-32 Prodigy Plus® Ice Maker, cube style, air-cooled, self-contained condenser, up to 525 lb production/24 hours, stainless steel finish, medium cube size, ENERGY STAR®
2. 3 year parts & labor warranties
3. 5 year parts & labor warranties on Evaporator
4. 5 year parts on compressor & condenser
5. Model KVS ProdigyTM Vari-SmartTM Ice Level Control, program ice bin levels to match ice needs ITEM #1-12 ICE BIN FOR ICE MACHINES
Quantity: One (1)
Manufacturer: Scotsman
Model: B530S
1. Model B530S Ice Bin, top -hinged front -opening door, up to 536 lb ice storage capacity, for top - mounted ice maker, polyethylene liner, metallic finish exterior, includes 6" legs
2. 3 year parts & labor warranties
ITEM #1-13
FLOOR TROUGH W/ ADA GRATE
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately T-0" 1 x V-6" d. Provide stainless steel floor trough, and stainless steel trough box with #4 finish. Provide IMC Teddy ASFT-ADA stainless steel accessible grating. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-14
WATER FILTER ASSEMBLY
Quantity:
One (1)
Manufacturer:
Scotsman
Model:
SSM2-P
Model SSM2-P Water Filter Assembly, twin system, designed for ice makers & beverage equipment, cubers over 650 lb, & up to 1200 lb, flakers & nuggets over 1200 lb, includes AquaArmor by AgION for antimicrobial protection
ITEM #1-15
EMPLOYEE LOCKERS
Quantity:
Four (4)
Manufacturer:
Lyon Metal
Metal Lockers: Lyon Metal Products, Inc., Penco Products, Inc., Republic Storage Systems co., Inc., or equal. Single tier lockers, 18" wide x 21" deep x 72" high. Lockers shall be fabricated of
16 gage steel, flat tops, bottoms and sides. Doors: Provide 180 degree opening, 14 gage steel door with recessed handle with pad lock attachment and space for name tag. Ventilation: 45% ventilated lockers. Lockers shall have a shelf at the top and three (3) each paired hooks, one on each side and on the back. Finish in colors selected by the Architect from the manufacturer's standard colors.
ITEM #1-16 WALL SHELF (KNIFE BRACKETS)
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL Approximately 8'-6" 1 x 1"-0" w. Provide stainless steel wall shelf with knife brackets. Wall shelf shall be: 18 ga stainless steel with #4 finish, bracket shall be 14 ga stainless steel. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-17
WORK TABLE
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately 9'-9" 1 x 3'-0" w. Provide stainless steel work table with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, 6" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-18
SPARE NO.
ITEM #1-19
SPARE NO.
ITEM #1-20
SPARE NO.
ITEM #1-21
DUAL TEMP FOOD WELL, DROP -IN
Quantity:
One (1)
Manufacturer:
Vollrath
Model:
3667402D
1. Model 3667402D Hot/Cold Well, Drop -In, top mount, (4) pan, remote mountable panel with on - off switch, hot/cold toggle with indictor lights for hot or cold, thermostatic temperature rotary knob control in hot mode, preset cold control, manual manifold drain, 300 series stainless well & flange, galvanized wrapper, per well, 120/208-240V, , cULus, NSF, NSF7, Made in USA (4-week lead time)
2. Model 43581-2 Control Panel Mounting Frame, control box requires 3" (7.6 cm) in depth plus 1" (2.5 cm) clearance, mounting frame projects the control box out 1" (2.5 cm), reducing required space to 2" (5.1 cm) in depth plus 1" (2.5 cm) clearance, for models: 3667402DA & 3667402D ITEM #1-22
ISLAND WORK TABLE
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately 11'-0" 1 x 5'-0" w. Provide stainless steel work table with 1-5/8" legs with adjustable bullet feet, and lower and/or mid shelves. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-23 HD RANGE, 36", 6 OPEN BURNERS
Quantity: One (1)
Manufacturer: Montague Company
Model: V136-5
1. Model V136-5 Legend Heavy Duty Range, gas, 36", (6) 12" 30,000 BTU open burners, convection oven base, stainless steel front & 4" flue riser, black sides, 6" high adjustable stainless steel legs, 225,000 BTU
2. Standard warranty: one year parts and labor warranty
3. Lifetime door warranty, standard
4. Extended one year warranty, per section
5. Natural gas
6. std.
7. 1" Left rear manifold with pressure regulator (up to 500,000 BTU/hr)
8. Sides, stainless steel for range
9. Exterior bottom, stainless steel for range
10. Back, stainless steel for range
ITEM #1-24
CONVECTION OVEN
Quantity:
Two (2)
Manufacturer:
Montague Company
Model:
HX2-63A
1. Model HX2-63A Vectaire Convection Oven, gas, double -deck, bakery depth, two -speed motor, electronic ignition and solid state controls, stainless steel front, top & sides, 3" high flue deflector with stainless steel front trim, 6" high stainless steel legs, 126,000 BTU, ENERGY STAR®
2. Standard warranty: one year parts and labor warranty
3. Lifetime door warranty, standard
4. Extended one year warranty, per section
5. Natural gas
6. (2) 1/2 hp, cord with 3-prong plug
7. Manifold assembly 3/4" NPT
8. Back panel, stainless steel, louvered for oven
9. Stainless steel exterior bottom, per deck
10. Heat shield kits 2" insulation (used to reduce clearances) per deck
11. Casters with 5" wheel 6" OA (set of 4)
12. Flex connector kit, 1" x 4' (hose, disconnect & restraining device) per deck ITEM #1-25
WALL FLASHING
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL (LOT) Approximately 31'-0" I. Provide 20 ga. stainless steel wall flashing from floor to exhaust hood with #4 finish. Provide all necessary closure and trim strips for a complete installation. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-26 COMMERCIAL WASTE CONTAINER
Quantity: Three (3)
Manufacturer: Rubbermaid
Model: FG262000GRAY
1. Model FG262000GRAY ProSave® Brute® Container, without lid, 20 gallon, 19-1/2"D x 22- 7/8"H, round, reinforced rims, built in handles, double rimmed base, high -impact plastic construction, gray, NSF
2. Model FG264043BLA Brute® Quiet Dolly, 18-1/4"D x 6-5/8"H, non -marking casters, black ITEM #1-27
SPARE NO.
ITEM #1-28
SPARE NO.
ITEM #1-29
SPARE NO.
ITEM #1-30
SPARE NO.
ITEM #1-31
EXHAUST HOOD
Quantity: One (1)
Manufacturer: Halton
Model: KVE
Model KVE Furnish and install a complete kitchen exhaust canopy as per dimensions plans and specifications. Hood capture area shall have sufficient inside dimensions, front to back to ensure proper overhang for equipment shown. Hood height shall not exceed 24".
Specified product/system must meet the design, construction, performance and operational intent of the project. It is the responsibility of the primary purchasing/ installation contractor to verify interface of the system with all associated trades including, but not limited to; electrical, mechanical, sheet metal, plumbing and controls.
LISTING REQUIREMENTS:
U.L. 710
PERFORMANCE TESTING:
ASTM 1704-05 Standard Test
INSTALLATION & CODE REQUIREMENTS:
Current NFPA 96, NSF, Local Applicable Codes & Manufactures recommendations.
CONSTRUCTION REQUIREMENTS:
All 18gauge type 300 series stainless steel double wall construction with #4 finish where exposed. Use of Capture Walls to create a seal between cooking equipment and wall shall not be used as they require cooking equipment to be located further from wall reducing isle space.
Bottom edge of hood front panels to be square, chamfered front shall not be allowed as they reduce front overhang and jeopardize capture and containment over tall cooking equipment.
INDUCTION FEATURE:
Induction system with a discharge velocity on all open sides exceeding 1500 fpm to provide for full capture & containment of appliance thermal plume. Induction ports are located along the inside and bottom edge on all open sides. Passive type slot devices or "Short -Cycle" discharge is not acceptable.
GREASE EXTRACTION:
Primary mechanical extractor shall have a minimum extraction rate of 93% at 5 microns and 98% at 15 microns based on ASTM F2519-05 standard and not to exceed pressure loss of .50" above specified CFM.
SOUND CITERIA:
Sound levels not to exceed NC rating of 55.
LIGHTING:
LED UL listed fixture for type I grease hood applications aluminum fin heat sink and die cast junction box. LED's with 24 LED emitters, 1000 lumens, to provide 3500K with 50 FC at the cooking surface with a life expectancy rating at 50,000 hours. Fixture shall be U.L., CSA, NSF and CE. Input voltage of 24V DC with a power consumption <_ . Stainless steel lamp body and trim ring with high temperature silicone gasket. Fixture provided with integral power supply with an input voltage of 108VAC — 305VAC and input frequency of 50/60 Hz. Input current rating shall be @ 120VAC. Fixture shall contain no mercury or lead.
EXHAUST AIRFLOW CALCULATIONS:
Provide volumetric flow calculation of the thermal plume as provided in the heat load based design method. Matching airflows on basis of design is not sufficient to demonstrate airflow calculations or hood efficiency. Submission of ASTM 1704 data on hood configuration not consistent with design is unacceptable. Calculations must take into account name plate energy input appliance rating, height of cooking surface, appliance dimension and mixing type supply air.
AIRFLOW CALCULATIONS:
Hood exhaust air volume and induction system measurements shall be taken at integral TAB ports by air balancer. Air balancer is to adjust the air flow until design air volumes are achieved.
APPLIANCE INTERLOCK:
Hood provided with Appliance Interlock Temperature Sensor to comply with IMC 2006 requirement, section 507.2.1.1.
ITEM #1-32
EXHAUST HOOD TRIM AND CLOSURE PANEL
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately 20'-0" 1 x 64" w. Provide 14 ga stainless steel exhaust hood trim and closure panels with #4 finish. Provide all necessary closure, louvers and trim strips for a complete installation. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-33
FIRE PROTECTION SYSTEM
Quantity:
One (1)
Manufacturer:
Ansul Fire Protection
Model:
R102
Model R102 Hood complete with wet chemical fire suppression system model R102 as manufactured by "Ansul" or equal in compliance with U.L. 300 standards. The system shall include factory pre -piping, all permits and test as required by the authority having jurisdiction.
Automatic actuation shall be by means of fusible with no visible conduit.
System shall be furnished and installed by an Ansul certified distributor in accordance with manufacturer's instructions and the authority having jurisdiction.
Micro -switches shall be furnished as part of the fire protection system for tie in of building alarm and for make-up air/fire/fuel shut down. Gas valve(s) shall be electric solenoid type and support simultaneous activation.
All access openings, holes, sleeves, chases, etc., in building structure necessary to permit piping and control tubing to be run between system unit, ventilator and duct work are to be provided by the General Contractor.
The Building Alarm System Contractor is to furnish a control relay to detect operation of the system by connection to the micro -switches supplied. The Electrical Contractor is to furnish and install all wiring required for the system specified.
All exposed piping and nozzles of fire protection system shall be chrome Stainless Steel sleeved. All horizontal piping is to be done on the top of the ventilator unless otherwise specified.
ITEM #1-34
FIRE PULL BOX
Quantity:
One (1)
Manufacturer:
Custom
Model:
PART OF ITEM #33
Model PART OF ITEM #33 Fire Pull Box - Box by electrician, Mechanism part of item #33 Fire Protection System.
ITEM #1-35
CLASS K FIRE EXTINGUISHER
Quantity:
One (1)
Manufacturer:
NIFSEC
Model:
SEE ARCH. SECT
Model SEE ARCH. SECT Class K Fire Extinguisher - NIFSEC, See Architectural Section.
ITEM #1-36
MOBILE SHELVING UNITS
Quantity:
One (1)
Manufacturer:
Cambro
Model:
CAMSHELVING
Model CAMSHELVING (LOT) 4 tier, 21" deep shelving units, posts to be 72" high, shelving units shall have a smooth surface without any welding or crevices. Posts and traverses shall be made of steel metal core with thick polypropylene covers. Shelf plates shall have a smooth surface without any welding or crevices, be of a structural web design and removable to be washed manually or in a commercial dishwasher. Shelf plates shall contain CamGuard, antimicrobial that inhibits the growth of mold, fungus and bacteria. Posts shall have dovetails that allow shelves to be adjusted in 4" increments. Provide with CSRDB donut bumper and CSCTL casters with brake. Verify sizes for shelves and posts by field measuring prior to ordering.
ITEM #1-37
SPARE NO.
ITEM #1-38
SPARE NO.
ITEM #1-39
SPARE NO.
ITEM #140
SPARE NO.
ITEM #141
SPARE NO.
ITEM #142
3 COMPARTMENT POT SINK
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
1. Model STAINLESS STEEL Approximately 1 V-0" I x 2'-6" w. Provide stainless steel pot sink assembly with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, 8" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
2. Custom Stainless Steel Model SINKS Provide 16 ga stainless steel sink tub measuring approximately 18" w x 26" d x 14" h. Welded in place with polished seams.
3. Fisher Model 29033 DrainKing Waste Valve, flat strainer, overflow body, chrome finish ITEM #1-43
WALL / SPLASH MOUNT FAUCET
Quantity:
Two (2)
Manufacturer:
T&S Brass
Model:
B-0291
Model B-0291 Kettle & Pot Sink Faucet, Big -Flo, wall mounted 8" centers, 3/4" IPS model LL street EL inlets with locknuts, 18" swing nozzle, 175°F four arm handles, 1-1/4" diameter holes required in backsplash
ITEM #1-44
WALL SHELF
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately 2'-4" 1 x 1"-0" w. Provide stainless steel wall shelf with knife brackets. Wall shelf shall be: 18 ga stainless steel with #4 finish, bracket shall be 14 ga stainless steel. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-45 SLANTED RACK SHELF
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL Approximately 5-0" 1 x 1'-9" w Provide 18 ga. stainless wall mounted rack shelf with 14 ga. stainless steel wall brackets at 36" on center, 1/2" stainless steel drain tubing at each end. All stainless steel shall have a #4 finish. Verify rack sizes prior to fabrication.
Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-46
CLEAN DISH TABLE
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately 13'-0" 1 x 2'-6" w. Provide stainless steel landing table with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, 8" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #147
DISHWASHER, CONVEYOR TYPE
Quantity:
One (1)
Manufacturer:
MEIKO
Model:
K-44ET
1. Model K-44ET K Series Rack Conveyor Dishwasher, high temperature sanitizing, 44" single - tank design without prewash, 8" higher hood for 26" vertical clearance, 239 racks/hour capacity,
0.43 gallons/rack, fully automatic operation, 3 HP wash pumps, double wall top, front & rear panels, stainless steel construction, connection for external vent fan control, chemical hook-ups, vent cowls with extra curtains, electric tank heat, NSF, cETLus
2. Freight: FOB factory freight allowed standard delivery service within the continental US
3. Startup + Performance & Installation inspection which activates 1 year standard warranty, contact your local MEIKO authorized service agent or MEIKO service directly at 1-800-868-3840
4. Extended warranty, second year (first year included) (net)
5. Left to right operation
6. standard
7. Internal electric booster heater, 70 degree rise, 21.6/(requires dedicated electrical connection)
8. Water hammer arrestor comes standard with this booster heater
9. Pressure reduction valve (PRV) comes standard with this booster heater
10. Vent cowl collars, 4" x 16" x 7" high with adjustable & locking dampers, each
11. Flanged feet (set of 4)
ITEM #1-48
VENT COWL RISERS
Quantity:
Two (2)
Manufacturer:
NIFSEC
Model:
IN MECHANICAL SECTION
Model IN MECHANICAL SECTION Vent Cowl Risers - NIFSEC, In Mechanical Section.
ITEM #1-49 SPARE NO.
ITEM #1-50 SPARE NO.
ITEM #1-51 SOILED DISH TABLE W/QUICK DRAIN
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL Approximately 7'-9" 1 x 2'-6" w. Provide stainless steel landing table with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, quick drain assembly, 8" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-52
WASTE COLLECTOR
Quantity:
One (1)
Manufacturer:
Salvajor
Model:
P914
1. Model P914 Pot/Pan Collector, scrapping, pre -flushing & collecting system (widely accepted in areas where disposers are restricted), with large top opening to accommodate pots & pans, salvage basin & silverware trap, scrap basket, 3/4 HP corrosion -resistant pump, pump intake screen, stainless steel construction, start/stop pushbutton control panel, with safety line disconnect & automatic shut off timer
2. 2nd-year warranty (P/N 999184)
3. 11 5v/60hz/1 -ph
4. Model LSP3 Stainless steel bolt -down flanges for S914, P914 & S419 ITEM #1-53
HAND SINK
Quantity:
One (1)
Manufacturer:
IMC/Teddy
Model:
ADA-WSX
Model ADA-WSX ADA-WS Handicap Hand Sink, wall mounted, 19-1/4"W, 20-1/2" front -to -back, 16/304 stainless steel, integrated backsplash, non -drip marine edges, 14 gauge. stainless steel front apron w/rear flange & "Z" strip, ADA, NSF
ITEM #1-54 PANTRY FAUCET
Quantity: One (1)
Manufacturer: T&S Brass
Model: B-0325-CR
Model B-0325-CR Pantry Faucet, double, 4" c/c, swivel gooseneck, lever handles, OOAA inlets & Ceramas
ITEM #1-55 SPARE NO.
ITEM #1-56 SPARE NO.
ITEM #1-57 REACH -IN FREEZER
Quantity: One (1)
Manufacturer: Victory Refrigeration
Model: FS-1 D-S1-EW
1. Model FS-1 D-S1-EW UltraSpec Series Freezer Featuring Secure -Temp 1.0Tm Technology, Reach -in, one -section, self-contained refrigeration, 24.4 cu. ft. capacity, (1) wide full height hinged solid door, (3) epoxy coated shelves, stainless exterior & interior, standard depth cabinet, V-TEMP electronic temperature control/indicator, LED lighting, expansion valve technology, Santoprene door gaskets with 2 year warranty, stainless steel breakers, 1/2 HP, UL, cUL, UL EPH Classified, MADE IN USA
2. 3 years parts & labor warranty (excludes maintenance items)
3. Self -Contained refrigeration
4. Additional 2 year compressor warranty, standard
5. cord & plug, standard
6. Door hinging: on left at factory
7. Stainless steel case back - with stainless steel rear air grille, for reach -in models
8. Model 0-1780-117S Front Kick Plate
9. Louvered upper case ends - each
10. Legs, set of 4, 6" high adjustable stainless steel, standard ITEM #1-58 REACH -IN REFRIGERATOR
Quantity: One (1)
Manufacturer: Victory Refrigeration
Model: RS-2D-S 1-EW
1. Model RS-2D-S1-EW UltraSpec Series Refrigerator Featuring Secure -Temp 1.OTm Technology, Reach -in, two -section, self-contained refrigeration, 52.0 cu. ft. capacity, (2) wide full height hinged solid doors, (6) epoxy coated shelves, stainless steel exterior & interior, standard depth cabinet, V-TEMP electronic temperature control/indicator, LED lighting, expansion valve technology, Santoprene door gaskets with 2 year warranty, stainless steel breakers, 1/3 HP, UL, cUL, NSF, MADE IN USA
2. FlexTemp Control Option (28' - 38°F), capable of set points between 28° to 38°F with positive defrost cycles (add -FLEX to end of model number)
3. 3 years parts & labor warranty (excludes maintenance items)
4. Self -Contained refrigeration
5. Additional 2 year compressor warranty, standard
6. w/cord & plug, standard
7. Door hinging: left door hinged on left, right door hinged on left at factory
8. Stainless steel case back - with stainless steel rear air grille, for reach -in models
9. Model 0-1780-120S Front Kick Plate
10. Legs, set of 4, 6" high adjustable stainless steel, standard ITEM #1-59 SPARE NO.
ITEM #1-60 WORK TABLE
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
1. Model STAINLESS STEEL Approximately 10'-3" 1 x 2'-6" w. Provide stainless steel work table with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, 6" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
2. Custom Stainless Steel Model PREP SINK Provide 16 ga stainless steel sink tub measuring approximately 18" w x 18" d x 12" h. Welded in place with polished seams.
3. Fisher Model 29033 DrainKing Waste Valve, flat strainer, overflow body, chrome finish
4. Custom Stainless Steel Model DRAWER Provide 16 ga stainless steel utensil drawer with metal roller track hardware, and lock measuring approximately 20" 1 x 20" w x 5" d.
ITEM #1-61 WALL SHELF (KNIFE BRACKETS)
Quantity: One (1)
Manufacturer: Custom
Model: STAINLESS STEEL
Model STAINLESS STEEL Approximately 10'-3" 1 x 1"-0" w. Provide stainless steel wall shelf with knife brackets. Wall shelf shall be: 18 ga stainless steel with #4 finish, bracket shall be 14 ga stainless steel. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #1-62
WORK TABLE W/ PREP SINKS
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
1. Model STAINLESS STEEL Approximately 16'-0" 1 x 2'-6" w. Provide stainless steel work table with 1-5/8" legs with adjustable bullet feet, lower and/or mid shelves, 6" high back and end splash. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Fabricate and install per complete drawings, schedules, elevations, and details.
2. Custom Stainless Steel Model GLASS FILL STATION Provide 16 ga stainless steel glass fill station tub measuring approximately 18" w x 18" d x 12" h. Welded in place with polished seams. Fabricate and install per complete drawings, schedules, elevations, and details.
3. Fisher Model 29033 DrainKing Waste Valve, flat strainer, overflow body, chrome finish
ITEM #1-63
PANTRY FAUCET
Quantity:
One (1)
Manufacturer:
T&S Brass
Model:
B-0231-CC-CR
Model B-0231-CC-CR Pantry Faucet, double, 12" swing nozzle, 8" centers, wall mount, (062X), OOCC inlets & Ceramas
ITEM #1-64 DROP -IN ICE BIN
Quantity: One (1)
Manufacturer: Delfield
Model: 305
1. Model 305 Ice Bin/Chest, with cover, drop -in design, 45 pound ice capacity, 21-1/4" x 15-1/4" x 13", NSF
2. NOTE: Freight quotes are only valid from Delfield
3. 1 year parts & 90 day labor warranty, standard
ITEM #1-65
ADD ON FAUCET, FOR PRE RINSE FAUCET
Quantity:
One (1)
Manufacturer:
T&S Brass
Model:
B-0133-LB
Model B-0133-LB Pre -Rinse Unit, spring action, riser, hose and spray valve, less base faucet ITEM #2-1 REFRIGERATOR RACK, ROLL -IN
Quantity: Two (2)
Manufacturer: Metro
Model: RF13N
Model RF13N Roll -In Refrigerator Rack, pass-thru, 21-1/4"W x 64"H, 26"D, open frame design, slides on 1-1/2" centers, holds (36) 18" x 26" pans, sized to fit refrigerator, riveted extruded aluminum frame construction, natural finish, 5" swivel casters (2) with brakes, NSF ITEM #2-2
Quantity:
Manufacturer:
Model:
RACK DOLLY
Four (4)
Cambro
CDR2020151
Model CDR2020151 Camdolly® for Camracks, 21-3/8"L x 21-3/8"W x 8"H (exterior dimensions), without handle, platform design, (4) swivel 3-1/2" casters, no brakes, lightweight, durable, soft gray polypropylene
ITEM #2-3 COFFEE URN
Quantity: One (1)
Manufacturer: Curtis
Model: RU-600-20
1. Model RU-600-20 Coffee Urn Brewer, electric, twin station, 6 gallon capacity, 30 gallons per hour, 23 gallon tank volume, 10-1/4" cup clearance, 1-4/5 oz. flow rate per second, half -batch brew cycle, emergency refill, automatic or manual agitator/aerator, side mounted control panel, overflow spout, adjustable legs, dial thermometer, 18 gauge stainless steel, 208/220v/50-60/3- ph, 1 GPM, +G, 20-90 psi, 1/4" flare fitting, UL, cUL, NSF
2. 2 year warranty against leakage or burnout
3. Other voltages available
4. Model CSC5AC00 Water Filtration System, 5" filter, 4,000 gallon rated life, 35°-100°F temperature range, HydroBlendTM technology, chlorine/sediment/taste/odor removal, scale prevention, quick disconnect filter head, 10 micron, 0.8 GPM, 35-125 psi, 3/8" FNPT ITEM #24
TEA BREWER
Quantity:
One (1)
Manufacturer:
Bunn-O-Matic
Model:
43100.0000
1. Model 43100.0000 Infusion Series® Twin Tea/Coffee Brewer, 5.5 gallon tank capacity (20.8 litre), brews coffee or tea on both sides, digital temperature control & display, three brewing capability, two programmable switches allows half/full batch brewing, brews into 1.5 & 1.0 gallon BUNN ThermoFresh® servers, optional side mount for hot water faucet, includes: coffee, tea funnels & overlay kit (servers sold separately), 120/240v/60hz/1-ph, UL, NSF
2. Equipment discount category net prices must be rounded to the nearest dollar
3. Model 39000.0004 EQHP-10 Easy Clear® Medium/High Water System, 10,000 gallon, reduced sediment, chlorine taste & odor, 1.5 gpm, equipment protection, 10 micron, includes: a head assembly, integral mounting bracket and cartridge filter, Quick Connect, NSF ITEM #2-5 MOBILE CATERING TRANSPORT CARTS
Quantity: Four (4)
Manufacturer: NIFSEC
Mobile Catering Transport Carts - NIFSEC
ITEM #2-6
MOBILE WORK TABLE
Quantity:
One (1)
Manufacturer:
Custom
Model:
STAINLESS STEEL
Model STAINLESS STEEL Approximately T-0" 1 x 5-0" w. Provide stainless steel mobile work table with 1-5/8" legs, and lower and/or mid shelves. Top shall be 14 ga stainless steel, and legs shall be 16 ga. Provide 5" dia. heavy-duty, non -marking casters, all with brakes. Fabricate and install per complete drawings, schedules, elevations, and details.
ITEM #2-7 DISH CART
Quantity: Three (3)
Manufacturer: Vollrath
Model: SAC-2-06
Model SAC-2-06 Dish Caddy, small, adjustable top, 32-3/4"L x 27-1/2"W x 30-1/2"H, 2 post, 4 stacks, fits 10-3/8" - 11-1/4" round plates & bowls, dual side handles, stackable, vinyl cover included, 4 swivel casters with brakes, black, NSF
ITEM #2-8
SPARE NO.
ITEM #2-9
SPARE NO.
ITEM #2-10
SPARE NO.
ITEM #2-11
CHARBROILER
Quantity: One (1)
Manufacturer: Montague Company
Model: UFS-24R
1. Model UFS-24R Legend Char -Broiler, 24" heavy duty free-standing, self-cleaning stainless steel radiants, adjustable 3-position cast iron Ultra -Flow reversible top grate, stainless steel front, top trim & splash shields, open cabinet base, 3/4" rear gas, with pressure regulator, 6" adjustable stainless steel legs, 80,000 BTU
2. Standard warranty: one year parts and labor warranty
3. Extended one year warranty, per section
4. Natural gas
5. 3/4" left rear manifold standard
6. Flex connector kit, 3/4" x T with restraining device ITEM #2-12 FRYER DUMP STATION
Quantity: One (1)
Manufacturer: Pitco Frialator
Model: BNB-SSH55
1. Model BNB-SSH55 Solstice Supreme Bread & Batter Cabinet, with BNB dump station, fryer match design, approximately 15-5/8" wide, standard finish, stainless steel front, sides & door, for prepackage system SSH55 fryers, NSF
2. 1 year parts and labor warranty from the date of installation up to a maximum of 15 months from the date of manufacture (with appropriate documentation), standard
3. Model PFW-1 Food Warmer, built-in, CSA, NSF, UL
ITEM #2-13
FRYER BATTERY, GAS
Quantity:
One (1)
Manufacturer:
Pitco Frialator
Model:
SSH55-1 FD
Model SSH55-1 FD Solstice Supreme High Efficiency Prepackaged Fryer System with Solstice Solo Filter System, gas, (1) 40-50 lb. oil capacity full tank, solid state controls, boil out, drain
valve interlock, melt cycle, stainless steel tank, front & sides, under -fryer drawer filtration, 80,000 BTU (-F), ENERGY STAR®, CSA, NSF, CE
2. 1 year parts and labor warranty from the date of installation up to a maximum of 15 months from the date of manufacture (with appropriate documentation), standard
3. Natural gas
4. Solid State Thermostat, standard
5. Contact factory for cord information
6. Model P6072145 Basket, (2) oblong/twin size, 13-1/2" x 6-1/2" x 5-1/2" deep, long handle, regular mesh (shipped std (n/c) with models "T" SG14, SG14R, SSH55, SE14, SE14X, SE14B, SG14T, 35+, 45+, fryer batteries shipped with (1) per fryer
7. 10" legs, standard
8. Model B8003102 Gas Connector Hose, 3/4" connection, 36" long, with quick disconnect couplings, restraining device & thermal shut-off, for single unit 240,000 BTU ITEM #2-14 COMBI OVEN
Quantity: One (1)
Manufacturer: Rational
Model: A628206.19E
1. Model A628206.19E (SCC WE 62NG) SelfCooking Center® 5 Senses Combi Oven/Steamer, natural gas, iCookingControl with 7 modes, HiDensityControl®, iLevelControl, Efficient CareControl, Combi-Steamer with 3 modes, (6) 18"x26" or (12) 12"x20" pan capacity, core temp probe with 6 point measurement, hand shower with automatic retracting system, ships with (3) grid shelves, ethernet interface, 8'cord, , 105,000 BTU (dual voltage: retrofitable to 105,000 BTU) ENERGY STAR®
2. NOTE: All discounts subject to approval by manufacturer
3. 2 years parts and labor warranty
4. Model 8720.1560US Installation Kit, for gas SCC WE/CM P 101 G ; gas SCC WE/CM P 62G ; gas SCC WE/CM P 61G THIS ITEM IS NON -DISCOUNTABLE, USA ONLY (NET)
5. Model 60.71.932 Combi-Duo Stacking Kit, Stationary, 6" feet, for electric or gas SCC WE 62 or CM P 62 stacked on electric SCC WE 62, SCC WE 102, CM P 62, or CM P 102
6. Door hinged on right std.
ITEM #2-15 WATER FILTRATION SYSTEM
Quantity: One (1)
Manufacturer: Everpure
Model: EV9797-22
1. Model EV9797-22 KleenSteam® II Twin System, total system for boiler base steamers, 5.0 gpm flow rate, deliming (2) 7CB5 carbon filter, SS-10 scale inhibitor Cartridge, dip tube, pressure gauge, water shut-off valve & wall bracket
2. Note: This system requires (2) cartridges.
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
THE CITY OF BELLFLOWER,
CITY,
and
THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION
CLAFMA
CITY OF BELLFLOWER
AGREEMENT FILE NO. 644
01068.0001/227339.1
DISPOSITION AND DEVELOPMENT AGREEMENT
This Disposition and Development Agreement (this "Agreement") is entered into by and between THE CITY OF BELLFLOWER, a municipal corporation ("City") and THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation ("CLAFMA") (referred to collectively in this Agreement as the "Parties").
I. [§ 100] SUBJECT OF AGREEMENT
A. [§ 101 ] Purpose of This Agreement
The purpose of this Agreement is to effectuate the goals and objectives of the Dissolution Act (AB 1484 and AB 26) and the General Plan of City by providing for (i) the disposition and development of property owned by City (the "Property") for continuation and improvements to a facility located on the Property used by CLAFMA as a fire apparatus storage, maintenance and repair headquarters (the "Flora Vista Facility" or the "Project") and (ii) for the installation, maintenance and operation of CLAFMA'S fire museum at Bellflower Boulevard, which will be a state of the art, to the extent reasonably attainable, facility for showcasing historic and current fire apparatus, dioramas, equipment and other firefighting memorabilia ( the "Fire Museum"). The disposition and development anticipated by this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of City and the health, safety and welfare of City's residents, and in accord with the public purposes and provisions of applicable Federal, State and local laws and requirements.
B. [§ 102] , The Property
The Property is undivided fee interest in that certain real property within City illustrated on the "Site Map" (which is attached hereto and incorporated herein as Attachment No. IA) and being further described as set forth in the "Legal Description" (which is attached hereto and incorporated herein as Attachment No. 1B). At times, herein, the Property is referred to as the "Site."
C. [§ 103] Parties to this Agreement
1. [§ 1041 City
City is a municipal corporation, exercising governmental functions and powers and organized and existing under laws of the Constitution and State of California.
The'principal office of City is located at City Hall, 16600 Civic Center Drive, Bellflower, California 90706.
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"City" as used in this Agreement, includes City, and any assignee of or successor to the rights, powers and responsibilities of City.
3. [§ 105] CLAFMA
CLAFMA is a limited liability company, organized and existing under the laws of the State of California.
The principal office of CLAFMA. is located at 11621 VjDyx Vts-yA Without the prior written approval of City, which approval shall not be unreasonably withheld, delayed or conditioned, CLAFMA shall not assign all or any part of its interest in this Agreement prior to January 1, 2025 (the "Performance Period"), unless to an entity substantially controlled by CLAFMA.
Wherever the term "CLAFMA" is used herein, such term shall also include any permitted nominee, assignee or successor in interest as herein provided.
C. [§ 1061 Prohibition against Change in Ownership, Management and Control of CLAFMA
CLAFMA represents and agrees its purchase of the Property and its other undertakings pursuant to this Agreement, are, and will be, used for the purpose of Project and not for speculation in land holding. CLAFMA further recognizes, in view of. (a) the importance of the Project to the general welfare of the community; and (b) the substantial financing and other public aids that have been made available by law and by the government for the purpose of making the Project possible; and
(c) the fact a substantial change in beneficial ownership or a change in control of CLAFMA, or any other act or transaction involving or resulting in a significant change in the construction of the CLAFMA Board of Directors or the selection of its members or the degrees thereof, is for practical purposes a transfer or disposition of the Property,
the qualifications and identity of CLAFMA, and its principals, are of particular concern to the City. CLAFMA further recognizes it is because of such qualifications and identity City is entering into this Agreement with CLAFMA. No voluntary or involuntary successor in interest of CLAFMA shall acquire any rights or powers under this Agreement except as expressly set forth herein.
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Prior to termination of the Performance Period and except as permitted by Section 316 below, CLAFMA shall not assign all or any part of this Agreement without the reasonable prior written approval of City.
City acknowledges CLAFMA's financing of the purchase, development and operation of the Property may include equity participation, which City agrees to reasonably approve as part of the financing, including assignment of this Agreement to a new entity, so long as CLAFMA remains responsible and retains control and management of that entity and the Property, unless otherwise reasonably approved, in writing, by City.
For the reasons cited above, CLAFMA represents and agrees for itself, and any permitted successor in interest, prior to the termination of the Performance Period, and without the prior written approval of City, as provided herein, there shall be no significant change in the construction of the CLAFMA Board of Directors or the selection of its members or the degree thereof, by any method or means, except as permitted by Section 316 below. As used herein, the phrase "significant change in ownership" shall mean a change of more than forty-nine percent (49%) of the ownership or control interests in CLAFMA.
CLAFMA shall promptly notify City of any and all changes whatsoever in the identity of the parties in control of CLAFMA or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by City pursuant to Section 511(c) if there is any significant change (voluntary or involuntary) in the construction of the CLAFMA Board of Directors or the selection of its members (other than such changes occasioned by the death or incapacity of any individual) prior to issuance of the termination of the Performance Period.
Il. [§ 200]DISPOSITION OF THE SITE
A. [§ 201] Purchase and Conveyance of the Site
In accordance with and subject to all the terms, covenants and conditions of this' Agreement, CLAFMA agrees to purchase the Property from City for the total price of Six Hundred Fifty Thousand Dollars ($650,000.00) (the "Purchase Price") and to accept conveyance of the Property owned in fee by City. The Purchase Price shall be paid in accordance with the Schedule of Performance (Attachment No. 2).
B. [§ 202] Escrow
CLAFMA agrees to open an escrow for conveyance of the Property to CLAFMA, with Old Republic Title Insurance Company (the "Escrow Agent'), not later than the date established therefor in the Schedule of Performance (Attachment No. 2). Sections 103 through 107, and 201 through 208 (inclusive) of this Agreement shall constitute the joint escrow instructions of CLAFMA with respect to the sale of the Property, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of escrow. 01068,0001/227339.1
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CLAFMA and City shall provide such additional escrow instructions reasonably acceptable to CLAFMA and City and as shall be necessary and consistent with this Agreement.
The Escrow Agent hereby is empowered to act under such instructions, and upon indicating its acceptance thereof in writing, delivered to CLAFMA and City within five (5) days after the opening of the escrow, shall carry out its duties as Escrow Agent hereunder.
Upon delivery to the Escrow Agent by CLAFMA of the Grant Deed (defined in Section 204) for the Property and the Deed of Trust and Note (as defined hereinafter), the Escrow Agent shall record the Grant Deed in accordance with those escrow instructions; provided, that title to the Property can be vested in CLAFMA in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix and cancel any transfer stamps required by applicable law, and pay any transfer tax required by law. Any insurance policies governing the Property are not to be transferred.
The Parties shall pay in escrow to the Escrow Agent, the following fees, charges and costs promptly after the Escrow Agent has notified CLAFMA of the amount of such fees, charges and costs, but at least one (1) business day before the close of escrow, and not earlier than ten (10) days prior to the scheduled date for the close of escrow for the Site:
The portion of the Purchase Price identified in the Schedule of Performance.
2. All escrow fees;
3. Recording fees;
4. Any State, County, City or other documentary stamps and transfer taxes; The premium for the title insurance policy,
6. Costs necessary to place the title to the Property in the condition for conveyance required by the provisions of this Agreement; and
7. CLAFMA notary fees.
CLAFMA and City shall timely and properly execute, acknowledge and deliver the Grant Deed, in a form substantially similar to Attachment No. 4, or as otherwise approved by mutual consent of the parties, conveying title to the Property, to CLAFMA in accordance with the requirements of Section 205 of this Agreement, together with an estoppel certificate certifying CLAFMA has completed all acts necessary to entitle CLAFMA to such conveyance, if such be the fact.
The Escrow Agent is authorized to:
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1. Pay, and charge CLAFMA for any fees, charges and costs payable under this Section 202 of this Agreement. Before such payments are made, the Escrow Agent shall notify CLAFMA of the fees, charges and costs necessary to clear title and close the escrow.
2. Deliver the Grant Deed, and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by CLAFMA.
3. Record any instruments delivered through this escrow if necessary or proper to vest title in CLAFMA in accordance with the terms and provisions of the escrow instructions portion of this Agreement (Sections 103-105 and 201-208).
All funds received in this escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. Such funds shall be deposited into an interest bearing account, subject to agreement of the Escrow Agent.
If this escrow is not in condition to close on or before the time established therefor in Section 203 of this Agreement, then either party who then shall have fully performed the acts to be performed before the close of escrow, in addition to all other remedies available hereunder and at law or equity, may, in writing, demand the return of its money, papers. or documents. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party at the address of its principal place of business.
Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten-day (10-day) period. If any objections are raised within the ten-day (10-day) period, then the Escrow Agent is authorized to hold the money, paper and documents until instructed by mutual agreement of the parties or upon failure thereof by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible.
If objections are raised as above provided for, then the Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of City and CLAFMA, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. If no such objections are made within said ten-day (10-day) period, then the Escrow Agent shall immediately return the demanded money, papers or documents to the party depositing the same.
Any amendments to these escrow instructions shall be in writing and signed by City and CLAFMA. At the time of any amendment the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment.
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All communications from the Escrow Agent to City or CLAFMA shall be directed to the addresses and in the manner established in Section 601 of this Agreement for notices, demands and communications between City and CLAFMA.
The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 103 through 105, and 201 through 209 (inclusive) of this Agreement.
C. [§ 2031 Conveyance of Title and Delivery of Possession If satisfactory completion of all actions, which must be completed prior to conveyance of the Property from City to CLAFMA, as described herein and in the Schedule of Performance (Attachment No. 2), has occurred, then conveyance to and acceptance by CLAFMA of title and possession to the Property, in accordance with the provisions of Section 205 of this Agreement shall be completed on or prior to the date specified in the Schedule of Performance (Attachment No. 2), or such later date as mutually agreed to in writing by City and CLAFMA and communicated in writing to the Escrow Agent. City and CLAFMA agree to perform all acts necessary for recordation of the Grant Deed for the Property, in sufficient time for escrow to be closed in accordance with the foregoing provisions.
Access and entry to the Property may be granted before conveyance of title as permitted pursuant to Section 213 of this Agreement.
The following are conditions precedent to CLAFMA's obligation to accept and City's obligation to convey any and all portions of the Property. City or CLAFMA, at either's option, may terminate this Agreement if any condition or obligation, set forth below, is not satisfied by City or CLAFMA, as applicable, or waived in writing by City and CLAFMA, as applicable, within the times required by this Agreement.
1. CLAFMA's submission and approval by City of Evidence of Financing pursuant to Section 214 for the construction of the Project and the close of any escrow for that financing concurrently with the close of escrow for the conveyance of the Property to CLAFMA.
2. Proof of CLAFMA's entitlement to issuance of required building permits from City for the Improvements.
3. CLAFMA's execution (as Grantee) and delivery of the Grant Deed in substantially the form appended hereto as Attachment No. 4.
4. CLAFMA's payment of a portion of the Purchase Price in accordance with the Schedule of Performance.
5. CLAFMA's execution and delivery to Escrow of the Note and Deed of Trust 01068.0001/227339.1
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(both as defined herein).
b. CLAFMA's full compliance with all of the provisions of this Agreement.
D. [§ 204] Form of Grant Deed
City shall, if at all, convey to CLAFMA title to the Property, in the condition of title provided in Section 205 of this Agreement, by Grant Deed (the "Grant Deed") in a form substantially similar to the forms attached hereto and incorporated herein as Attachments No. 4.
E. [§ 205] Condition of Title
City shall, if at all, convey to CLAFMA fee simple merchantable title to the Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements (except as described in the Grant Deed), leases, taxes, and other matters affecting title, except those which are specifically agreed to by City and CLAFMA through this Agreement and included in the Grant Deed, and those which are otherwise consistent with this Agreement and which are acceptable to City and CLAFMA; provided, however, that no covenants, conditions, restrictions or equitable servitudes shall prohibit or limit the development permitted by the Scope of Development (Attachment No. 3), and provided, further, that any and all monetary liens and encumbrances shall be fully discharged and satisfied prior to conveyance of the Property to CLAFMA. CLAFMA shall have a period of no more than ten (10) business days after receipt of a preliminary title report and all underlying documents to review and approve or disapprove the condition of title to the Site.
All references to conveyance of title in this Agreement shall also mean delivery of possession as referred to in this Section as the context may require.
F. [§ 2061 Time for and Place of Delivery of the Grant Deed Subject to any mutually agreed upon extension of time, City and CLAFMA shall deposit the Grant Deed for the Property with the Escrow Agent on or before the date established for closing escrow in the Schedule of Performance (Attachment No. 2 to this Agreement).
G. [§ 2071 Recordation of the Grant Deed
Upon satisfactory completion of the obligations set forth 201 through 208 (inclusive), Escrow Agent shall deliver to CLAFMA a title insurance policy insuring title in conformity with Section 208 of this Agreement and the file the Grant Deed and Deed of Trust for recordation among the land records in the Office of the County Recorder for Los Angeles County. 01068.0001/227339.1
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H. [§ 208] Title Insurance
Concurrent with the recordation of the Grant Deed, Escrow Agent or another title insurance company satisfactory to City and CLAFMA (the "Title Co.") shall provide and deliver to CLAFMA an CLTA title insurance policy issued by the Escrow Agent or Title Co. (whichever is applicable) insuring title to the Property are vested in CLAFMA in the condition required by Section 205 of this Agreement. The Escrow Agent or Title Co. (whichever is applicable) shall provide CLAFMA and City with a copy of the title insurance policy. The title insurance policy shall be in such amount as CLAFMA may specify.
Concurrent with the issuance of the title policy for the Site, the Escrow Agent or Title Co. (whichever is applicable) shall, if requested by CLAFMA, provide CLAFMA with an endorsement to insure the amount of the Project costs as constructed on the Site, and such other endorsements as CLAFMA may reasonably request.
CLAFMA shall pay for all premiums, including those for any extended coverage or special endorsements.
1. [§ 209] Taxes and Assessments
Ad valorem taxes and assessments levied, assessed or imposed on the Property, and taxes upon this Agreement or any rights thereunder, levied, assessed or imposed for any period commencing after conveyance of title to the Property to CLAFMA, shall be borne by CLAFMA.
All ad valorem taxes and assessments levied, assessed or imposed for any period prior to conveyance of title to the Property shall be paid by CLAFMA. [§ 2101 Occupants of the Site
CLAFMA agrees title to the Property shall be conveyed free of any possession or right of possession, except that of CLAFMA (and excepting the right of entry in favor of City, as referred to in Section 311, the easements described in the Grant Deed), unless waived in writing by CLAFMA.
K. [§ 211] Zoning of the Property
The parties understand and agree the use of the Property for the Project shall meet City's applicable zoning laws, rules, regulations and ordinances, prior to conveyance of the Property to CLAFMA, subject to all applicable land use entitlement procedures and approvals; provided, that the parties understand City cannot and does not expressly or impliedly commit to any specific land use decision as a result of the applicable entitlement processes. 01068.0001/227339.1
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L. [§ 212] Condition of the Site
CLAFMA, at its own expense and in consultation with CLAFMA and City, may employ a qualified soil engineer, geologist and environmental consultant for the purpose of investigating and determining the soil and water condition of the Property, hazardous materials (as defined below) in any existing structure on the Site and the suitability of the Property for economically feasible development thereon by CLAFMA in accordance with this Agreement.
If at all, the Property shall be delivered from City to CLAFMA in an "as is" condition, with no warranty, express or implied by CLAFMA as to the condition of the soil and water, their geology or the presence of known or unknown faults or any structures or hazardous materials (as defined below) on the Property. It shall be the responsibility of CLAFMA, at CLAFMA's expense, to investigate and determine the soil, water and material conditions of the Property and building thereon and the suitability of the Property for the development to be constructed by CLAFMA. If the soil, water or material conditions of the Property, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the sole responsibility and obligation of CLAFMA to take such action as may be necessary to place_ the Property and the soil, water and material conditions thereof in all respects in a condition entirely suitable for the development of the Property.
To the best of City's knowledge, but without any duty of inquiry, and other than as may be disclosed in reports and information which have been shared with CLAFMA, there is no existing environmental contamination or other adverse site conditions (including archeological or building materials) on the Property.
As between City and CLAFMA, CLAFMA shall be solely responsible for all necessary testing of the Property for hazardous materials pursuant to all applicable laws, statutes, rules and regulations. As between City and CLAFMA, CLAFMA shall also be responsible for site conditions, including, but not limited to, flood zones, Alquist-Priolo, and similar matters. For purposes of this Agreement, "hazardous materials" shall mean asbestos; polychlorinated biphenyls (whether or not highly chlorinated); radon gas; radioactive materials; explosives; chemicals known to cause cancer or reproductive toxicity; hazardous waste, toxic substances or related materials; petroleum and petroleum product, including, but not limited to, gasoline and diesel fuel; those substances defined as a "Hazardous Substance", as defined by section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., or as "Hazardous Waste" as defined by section 6903 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq.; an "Extremely Hazardous Waste," a "Hazardous Waste" or a "Restricted Hazardous Waste," as defined by The Hazardous Waste Control Law under sections 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to section 25140 of the California Health and Safety Code; a "Hazardous Material", "Hazardous Substance," "Hazardous Waste" or "Toxic Air Contanunant" as defined by the California Hazardous Substance Account Act, laws pertaining to the underground storage of hazardous substances, hazardous materials release response plans, or the California Clean Air Act under sections 25316, 25281, 25501, 25501.1 or 39655 of the 01068.0001/227339.1
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California Health and Safety Code; "Oil" or a "Hazardous Substance" listed or identified pursuant to section 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1321; a "Hazardous Waste," "Extremely Hazardous Waste" or an "Acutely Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of Regulations sections 66261.1 - 66261.126; chemicals listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to section 25249.8 of the California Health and Safety Code; a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, materially damages or threatens to materially damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or government agency requires in order for the property to be put to the purpose proposed by this Agreement; any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a Ieaking underground fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.; asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high- level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code sections 25800 et seq.; hazardous substances regulated under the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., or the California Occupational Safety and Health Act, California Labor Code sections 6300 et seq.; or regulated under the Clean Air Act, 42 U.S.C. 7401 et seq. or pursuant to The California Clean Air Act, sections 3900 et seq. of the California Health and Safety Code. Any studies and reports generated by CLAFMA's testing for hazardous materials shall be made available to City upon request.
M. [§ 2131 This section intentionally omitted.
N. [§ 214] Submission of Evidence of Financinu
Within the times established therefor in the Schedule of Performance (Attachment No. 2), CLAFMA shall submit to City evidence, reasonably satisfactory to City, CLAFMA has obtained the financing or otherwise dedicated readily accessible equity necessary for (i) the purchase of the Property, (ii) the maintenance of and installation of improvements to the Flora Vista Facility during the Performance Period, (iii) the installation of the improvements necessary to operate the Fire Museum within the time established by the Schedule of Performance (Attachment No. 2), and (iv) operation of the Fire Museum during the Performance Period, all in accordance with this Agreement.
For purposes of this Agreement, evidence of financing shall mean:
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1. A copy of all loan documents (e.g., notes, deed of trust) to be executed or recorded concurrent with the Grant Deed in order to assure closing and complete funding for the acquisition and development of the Flora Vista Facility, including any deposits which may be needed;
2. Evidence reasonably satisfactory to City of sources of equity capital sufficient to demonstrate CLAFMA has adequate funds legally committed to cover the cost of the purchase of the Property;
3. Evidence reasonably satisfactory to City of sources of equity capital sufficient to demonstrate CLAFMA has adequate funds legally committed to cover the cost of the improvement and operation of the Flora Vista Facility; and
4. Evidence reasonably satisfactory to City of sources of equity capital sufficient to demonstrate CLAFMA has adequate funds legally committed to cover the cost of the installation of the improvements necessary to operate the Fire Museum within the time established by the Schedule of Performance (Attachment No. 2), and operation of the Fire Museum during the Performance Period.
City's City Manager or his/her designee ("City staff') shall approve or disapprove such evidence of financing solely for consistency with this Agreement, within the times established in the Schedule of Performance. Such approval shall not be unreasonably withheld, delayed or conditioned. Failure of City to approve or disapprove any such evidence of financing within such time shall be deemed disapproval. if City staff affirmatively disapproves any such evidence of financing, then City staff shall do so by written notice to CLAFMA stating the reasons for such disapproval.
III. [§ 300] DEVELOPMENT OF THE PROJECT
A. [§ 301]Development of the Proiect
1. [§ 3021 Scope of Development
The Property shall be used and developed for the Flora Vista Facility in accordance with and within the limitations established therefor in the Scope of Development (Attachment No. 3).
The Fire Museum shall be developed and used in accordance with and within the limitations established therefor in the Scope of Development (Attachment No. 3). The parties agree and understand City shall be responsible for construction of the shell and related on -site and off -site improvements for the building that will house the Fire Museum, as well as all the tenant improvements for that building except for the area devoted to the Fire Museum.
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2. [§ 3031 Plans and Specifications
As part of its submittal to City for entitlements for the Flora Vista Facility and the Fire Museum, CLAFMA shall include all necessary plans and specifications needed for the Project, including for construction and installation of all related building improvements, on -site and off - site public improvements, handscape and landscape for the Flora Vista Facility and all the construction and installation of the interior and exterior improvements for the Fire Museum that is the responsibility of CLFMA (the "Plans and Specifications."). The Project and Fire Museum shall be developed as established in the Plans and Specifications, as approved by City through City's then applicable entitlement process. In addition, CLAFMA's design team shall regularly seek input from City staff as to the design of the Project.
3. [§ 304] This section intentionally omitted.
4. [§ 3051 Construction Drawings and Related Documents
CLAFMA shall prepare and submit to City staff construction drawings and related documents (collectively called the "Final Construction Drawings") for the Project and the Fire Museum for review, and written approval at the times established therefor in the Schedule of Performance (Attachment No. 2). The Final Construction Drawings shall conform to the Plans and Specifications and City entitlements.
During the preparation of Plans and Specifications and Final Construction Drawings, City staff and CLAFMA shall hold regular progress meetings, as needed, to coordinate the preparation of, submission to and review of the same and related documents by City staff. City staff and CLAFMA shall communicate and consult informally as frequently as is necessary to insure the formal submittal of any documents to City staff can receive prompt and speedy consideration.
If on or before October 3, 2015, the Property is not conveyed to CLAFMA or the parties do not enter into a lease agreement (as described in Section 701), then City agrees to reimburse CLAFMA for planning, and building fees CLAFMA actually pays to City in relation to Sections 305 and 306.
5. [§ 3061 Approval of Plans, Drawings and Related Documents The parties understand and agree the Plans and Specifications, including any proposed material changes therein, may be reviewed by City as part of the normal entitlement and building permit process. CLAFMA, upon receipt of a disapproval based upon governmental land use authority reserved to City, shall revise the Plans and Specifications and shall resubmit such revised Plans and Specifications to City as soon as possible after receipt of the notice of disapproval.
If any revisions or corrections of Plans and Specifications or Final Construction Drawings approved by City shall be required by any government official, agency, department or bureau 01068.0001/227339.1
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having jurisdiction over any part of the Project, then City shall cooperate in efforts to obtain waivers of such requirements or to develop mutually acceptable alternatives.
If CLAFMA desires to make any material change in the Final Construction Drawings after their approval by City, then such proposed change shall be submitted to City as required by City's building permit processing for approval. A material change as referred to in this Section means a material change in the amount, configuration, or character of development or a material change in the external architectural appearance of the Project as previously approved. If the Final Construction Drawings, as modified by the proposed change, conform to the requirements of Section 305 and the Scope of Development (Attachment No. 3), then the proposed change shall first be approved by City, in writing, within twenty (20) days after submission. Such change in the Final Construction Drawings shall, in any event, be deemed disapproved by City, unless approved, in writing.
6. [§ 3071 Cost of Construction
The cost of the improvements to the Flora Vista Facility and the Fire Museum, including any required on -site and off -site improvements, shall be borne by CLAFMA.
7. [§ 308] Schedule of Performance
After issuance of a building permit for the Project, CLAFMA shall promptly begin and thereafter diligently prosecute to completion of the Project and Fire Museum and the development thereof as provided in the Scope of Development (Attachment No. 3). CLAFMA shall begin and complete all construction and development of the Project and Fire Museum within the times specified in the Schedule of Performance (Attachment No. 2), with such reasonable extensions of said times as may be granted by City's City Manager or pursuant to Section 604 below. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between CLAFMA and City.
8. [§ 309] Indemnification; Bodily InjM and Property Damage Insurance
CLAFMA agrees to and shall defend, indemnify and hold harmless City and each of its officers and employees, from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site, or otherwise in connection with this Agreement, and which shall be caused by any acts done or any errors or omissions of CLAFMA or its agents, servants, employees or contractors relating to construction activity related to this Agreement; provided, that CLAFMA obligation to indemnify and hold harmless shall only be to the extent CLAFMA was a cause of accident, injury, loss or darnage. 01068.0001/227339.1
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During any period when CLAFMA is engaged in preliminary work on the Site pursuant to this Agreement, and ending on the termination of the Performance Period, CLAFMA shall furnish, or cause to be furnished, to City duplicate originals or appropriate certificates of bodily injury and property damage insurance policies in the amount of at least Three Million Dollars ($3,000,000) combined single limit, naming City, and each of its officers and employees, as additional insureds.
During any period when CLAFMA is engaged in preliminary work on the Property or the site of the Fire Museum, and ending when a Certificate of Completion has been issued pursuant to this Agreement, CLAFMA shall also obtain an All -Risk Builder's policy provided by or through CLAFMA in an amount appropriate for the Project and Fire Museum, as reasonably determined by City.
The indemnities provided in this section shall survive this Agreement and the termination of the Performance Period, but the obligation to maintain insurance, as described above, does not.
9. [§ 310] City and Other Governmental Permits
Before commencement of construction or development of any building, structures or other work of improvement for the Project or Fire Museum, CLAFMA shall secure, or cause to be secured, any and all permits which may be required by City or any other governmental agency having jurisdiction over such construction, development or work.
10. [§ 311) Rights of Access
Representatives of City shall have the reasonable right of access to the Project and Fire Museum, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of City shall be those who are so identified in writing by City's City Manager. City agrees to defend, indemnify and hold harmless CLAFMA, and each of its partners, officers and employees, from any claims, liability, injury, damages, costs and expenses (including attorneys' fees and court costs) arising directly out of any activity of City and its officers, agents, employees and contractors, performed and conducted on the Project, pursuant to this Section 311; provided, that none of the foregoing is intended to limit or apply to City's ability and authority, as a governmental entity, to inspect the Property and the Fire Museum.
11. [§ 312] Local, State and Federal Laws
CLAFMA hereby agrees to carry out development, construction (as defined by applicable law) of the Project, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, State and Federal laws, including, without limitation, all applicable Federal and State labor laws (including, without limitation, any 01068.0001/227339.1
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requirement to pay State prevailing wages). CLAFMA hereby expressly acknowledges and agrees neither City has ever affirmatively represented to CLAFMA or its contractor(s) for the Project in writing or otherwise, in a call for bids or otherwise, the work to be covered by the bid or contract is not a `public work," as defined in Section 1720 of the Labor Code. CLAFMA hereby agrees CLAFMA shall have the obligation to provide any and all disclosures, representations, statements, rebidding, and identifications which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. CLAFMA hereby agrees CLAFMA shall have the obligation to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. CLAFMA hereby agrees CLAFMA shall have the obligation, at CLAFMA's sole cost, risk and expense, to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. CLAFMA shall indemnify, protect, defend and hold harmless City and its officers, employees, contractors and agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense, and "increased costs" (including labor costs, penalties, reasonable attorney's fees, court and litigation costs, and fees of expert witnesses) which, in connection with the installation, construction (as defined by applicable law) of the Project, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (1) the noncompliance by CLAFMA of any applicable local, State or Federal law, including, without limitation, any applicable Federal or State labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages); (2) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; (3) failure by CLAFMA to provide any required disclosure, representation, statement, rebidding and/or identification which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; (4) failure by CLAFMA to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; and (5) failure by CLAFMA to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law.
It is agreed by the parties, in connection with the development, construction (as defined by applicable law) of the construction of the Project, including, without limitation, any public work (as defined by applicable law), CLAFMA shall bear all risks of payment or non-payment of State prevailing wages and the implementation Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and any other provision of law. "Increased costs" as used in this Section shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after recordation of the Certificate of Completion.
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12. [§ 313] Nondiscrimination during Construction
CLAFMA, for itself and its successors and assigns, agrees in the construction of the improvements on the Site provided for in this Agreement, CLAFMA will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, creed, religion, national origin or ancestry.
B. [§ 314] Right -of -Entry and License Agreement. City's hereby grants to CLAFMA and CLAFMA's contractor(s) permission and a license agreement to continue to enter onto and to occupy the Site and perform any and all work necessary for the construction of the operation of the Flora Vista Facility; and City's City Manager has authority to execute a license agreement to provide CLAFMA the right to enter the building in which the Fire Museum will be housed for commencement of CLAFMA's installation of the improvements for the Fire Museum, prior to conveyance of the Property to CLAFMA and occupation of the Fire Museum by CLAFMA, as more particularly described in Section 701.
C. [§ 315] Taxes, Assessments, Encumbrances and Liens
CLAFMA, or its successors -in -interest, shall pay when due all real estate taxes and assessments assessed and levied on or against the Property and each portion thereof following the conveyance of title to CLAFMA. CLAFMA shall not place, or allow to be placed, on the Site, or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement. CLAFMA shall remove, or shall have removed, any levy or attachment made on the Site, or any portion thereof, except those created by work of City, or shall assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit CLAFMA from contesting the validity or amount of any encumbrance or lien, or to limit the remedies available to CLAFMA in respect thereto, in the manner and to the extent permitted by law. The covenants of CLAFMA set forth in this Section 315 relating to the placement of any unauthorized mortgage, trust deed, encumbrance, or lien, shall remain in effect only until a Certificate of Completion of construction has been recorded with respect to the Site, or the portion thereof, upon which any unauthorized mortgage, trust deed, encumbrance or lien might be -placed.
D. [§ 316] Prohibition against Transfer
Except at otherwise permitted by this Agreement, prior to the termination of the Performance Period, CLAFMA shall not assign or attempt to assign this Agreement or any right herein with respect to the Property, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon, without prior written approval of City (which will not be unreasonably delayed). Such approval shall only be given by City if such sale, transfer, conveyance or assignment is reasonably deemed by City to be in the best interests of City to carry out the purposes of the Dissolution Act, City's General Plan and this Agreement and if the proposed purchaser, transferee, conveyee or assignee has, in the reasonable opinion of City, the financial capability and overall competence to develop and 01068.0001/227339.1
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operate the sold, transferred, conveyed or assigned obligations and property. Approval by City of any sale, transfer, conveyance or assignment shall be conditioned upon such purchaser, transferee, conveyee or assignee agreeing in writing to assume the rights and obligations thereby sold, transferred, conveyed or assigned and to keep and perform all covenants, conditions and provisions of this Agreement which are applicable to the rights acquired.
The prohibition against transfer contained herein above shall not apply to the Site, or any portion thereof, subsequent to the termination of the Performance Period. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Project or tenant leases for occupancy, nor shall it prohibit granting any security interests expressly described in this Agreement for financing the acquisition and development of the Property, or any portion thereof.
In the event CLAFMA does assign this Agreement or any of the rights herein, or does sell, transfer, convey or assign the Property, or portion thereof, or the buildings or structures thereon prior to the termination of the Performance Period, City shall be entitled to be paid by CLAFMA an amount equal to the amount of financial participation City has expended for the Project, including, but not limited to, City -staff time expended and all amounts paid by or due from City to third parties for design of the Project and attorney's fees for preparation of this Agreement or directly related to the Project. The consideration payable for such sale, transfer, conveyance or assignment shall belong and be paid to City and until so paid City shall have a lien on the Property for such amount. Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Project, or portion thereof, as authorized herein. Notwithstanding the foregoing, no such consideration shall be payable in connection with a transfer made to an entity controlled by CLAFMA in connection with any financing whose purpose is implementation of this Agreement.
In the absence of specific written agreement by City, no such sale, transfer, conveyance or assignment of this Agreement or the Property, or any portion thereof, or approval by City of any such sale, transfer, conveyance or assignment, prior to termination of the Performance Period, shall be deemed to relieve CLAFMA or any other party from any obligations under this Agreement. For any such sale, transfer, conveyance or assignment subsequent to the termination of the Performance Period, CLAFMA shall be released from all obligations and liability under this Agreement and the Grant Deed.
Notwithstanding anything to the contrary contained in this Section 316 or elsewhere in this Agreement, CLAFMA shall have the right, upon written notice to City, at least fifteen (15) days before the consummation of any such transaction (but without any requirement for prior consent), to assign its rights under this Agreement and to convey the Property, or any of them, and the improvements located thereon, to an Affiliated Entity (as defined below); provided, that the assignee assumes in writing and without qualification all of the obligations and liabilities of CLAFMA under this Agreement and any related instruments. For purposes hereof, an "Affiliated Entity" will be any entity which (i) is wholly -owned by CLAFMA (or its constituent members), 01068.0001/227339.1
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(ii) or results from CLAFMA going public, or reorganizing, or merging with another entity and (iii) is controlled by James Yeung.
E. [§ 3171 Security Financing; Rights of Holders
[§ 318] No Encumbrances except Mortgages, Deeds of Trust, Conveyances and Leases -Back or Other Conveyance for
Financing for the Development
Notwithstanding Section 316, after the conveyance of the Property to CLAFMA, mortgages, deeds of trust, conveyances and leases -back, or any other form of conveyance required for any reasonable method of financing are permitted with respect to the Property before the termination of the Performance Period, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Property, the construction of improvements for the Project, and any other expenditures appropriate to develop the Project under this Agreement.
CLAFMA shall notify City in advance of any mortgage, deed of trust, conveyance and lease- back, or other form of conveyance for financing if CLAFMA proposes to enter into the same before the termination of the Performance Period. CLAFMA shall not enter into any such conveyance for financing without the prior written approval of City, which approval City agrees to give if any such financing is consistent with this Agreement. Such financing shall be deemed disapproved unless approved in writing by City. Such financing approved by City pursuant to this Section 318, and the lender thereunder shall not be bound by any amendment, implementation, or modification to this Agreement subsequent to its approval without such lender giving its prior written consent. City agrees to reasonably cooperate with CLAFMA to enter into a tri-parry agreement, in compliance with and in order to implement this Agreement, as may be reasonably required by an approved lender in connection with its financing. in any event, CLAFMA shall promptly notify City of any mortgage, deed of trust, conveyance and lease -back, or other financing, conveyance, encumbrance or lien that has been created or attached to the Property, or any portion thereof, prior to completion of the construction of the improvements thereon whether by voluntary act of CLAFMA or otherwise.
The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing real estate acquisition, construction, and land development.
2. [§ 319] Holder Not Obligated to Construct Improvements The holder of any mortgage, deed of trust or other security interest authorized by this Agreement shall id no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit, or authorize any such holder to devote the Property to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 01066.0001/227339.1
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3. [§ 320] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure
Whenever City shall deliver any notice or demand to CLAFMA with respect to any breach or default by CLAFMA in completion of construction of the Project or other default by CLAFMA under this Agreement, City shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of City are concerned) have the right at its option within ninety (90) days after the receipt of the notice, to cure or remedy, or commence to cure or remedy, any such default and to add the cost thereof to the security interest debt and the lien of its security interest. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, then such holder shall, if it elects to cure, seek to obtain possession with diligence and continuity through foreclosure or appointment of a receiver or otherwise, and shall remedy or cure such default within ninety (90) days after obtaining possession; provided, that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced within such ninety -day (90-day) period, such holder shall have such additional time as reasonably necessary to remedy or cure such default with diligence and continuity; and provided further that such holder shall not be required to remedy or cure any non -curable default of CLAFMA. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed CLAFMA's obligations to City by written agreement satisfactory to City. The holder in that event must agree to complete, in the manner provided in this Agreement (including automatic extensions of times hereunder as correspond to the time it took the holder to obtain possession and/or cure any defaults, as applicable), the improvements to which the lien or title of such holder related, and submit evidence satisfactory to City it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvements shall be entitled, upon written request made to City, to a Certificate of Completion from City. A holder, as referred to in this Section 320, after a foreclosure sale, shall include any successful purchaser in foreclosure which complies with the obligations of a holder as provided herein.
4. [§ 3211 Failure of Holder to Complete Improvements
In any case where, six (6) months after City has delivered to such holder a notice of default by CLAFMA in completion of construction of the Improvements, and which default remains uncured within the time provided in this Agreement, therefore, the holder of any mortgage, deed of trust or other security interest creating alien or encumbrance upon the Property, or portion thereof, has not exercised the option to construct, or if it has exercised the option but has not proceeded diligently with construction (including diligent efforts to obtain possession if necessary), City may purchase the mortgage, deed of trust or other security interest by payment to the holder of the amount of the unpaid debt, plus any accrued and unpaid interest and other charges properly payable under the mortgage, deed of trust or other security interest. If 01068.0001/227339.1
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the ownership of the Property or portion thereof, has vested in the holder, then City, if it so desires, shall be entitled, at any time before or up to thirty (30) days after receipt of any written notice from the holder that it intends to sell the Property or portion thereof, to other than the ultimate purchaser of a multi -family unit and similarly with respect to any subsequent sale if the subject sale is not consummated within one hundred eighty (180) days of such notice, to a conveyance from the holder to City upon payment to the holder of an amount equal to the sum of the following:
(a) The unpaid mortgage, deed of trust or other security interest debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings);
(b) All expenses with respect to foreclosure;
(c) The net expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent ownership or management of the Property (or portion thereof), such as maintenance, insurance premiums and real estate taxes;
(d) The cost of any improvements made by such holder; and (e) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by City.
S. [§ 322] Right of City to Cure Mortgage, Deed of Trust, or Other Security Interest Default
In the event of a default or breach by CLAFMA under any mortgage, deed of trust or other security interest with respect to the Property, or any portion thereof, prior to the termination of the Performance Period therefor by City, and the holder has not exercised its option to complete the development, City may cure the default prior to completion of any foreclosure. In such event, City shall be entitled to reimbursement from CLAFMA of all reasonable costs and expenses incurred by City in curing the default. City shall also be entitled to a lien upon the Property, or portion thereof, to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Project, or portion, thereof, and costs related thereto, as authorized herein or approved by City in accordance with this Agreement.
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F. [§ 323] Right of City to Satisfy Other Liens on the Property after Title Passes
Prior to the recordation of the Certificate of Completion (referred to in Section 324 of this Agreement), and after CLAFMA has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property, or any portion thereof, City shall have the right, upon reasonable written notice to CLAFMA and as necessary to protect City's rights hereunder, to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require CLAFMA to pay or make provisions for the payment of any tax, assessment, lien or charge so long as CLAFMA in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Property, or any portion thereof, to forfeiture or sale.
G. [§ 324] Certificate of Completion
Promptly after satisfactory completion of the Project and the improvements for the Fire Museum, and upon written request therefor by CLAFMA, subject to the third paragraph of this Section 324, City shall furnish CLAFMA with the Certificate of Completion, substantially in the form of the Certificate of Completion which is attached hereto and incorporated herein as Attachment No. 5. City shall not unreasonably withhold the Certificate of Completion. The Certificate of Completion shall be and shall state it is a, conclusive determination of satisfactory completion of the development required by this Agreement for the Project and the improvements for the Fire Museum, and of full compliance with the terms hereof with respect to installation of the Project and the improvements for the Fire Museum.
If City refuses or fails to furnish the Certificate of Completion for the Project and the improvements for the Fire Museum after written request from CLAFMA, then City shall, within ten (10) City -business days after the written request, provide CLAFMA with a written statement of the reasons City refused or failed to furnish the Certificate of Completion. The statement shall also contain City's opinion of the action CLAFMA must take to obtain the Certificate of Completion for the Project and the improvements for the Fire Museum. If the reason for such refusal is confined to the immediate availability of specific items of landscaping or the completion of punch list items, then City shall issue its Certificate of Completion upon the posting of a security reasonably satisfactory to City by CLAFMA with City in an amount representing the fair value of the work not yet completed.
A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of CLAFMA to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. A Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code.
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W. [§ 400] USE OF THE PROJECT ASND FIRE MUSEUM
A. [§ 401] Uses
For the entire term of the Performance Period, CLAFMA covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property and the improvements thereon, or any part thereof, unless otherwise approved by City, the Property and Fire Museum shall be devoted to uses for the Project and Fire Museum, as described in the Scope of Development (Attachment No. 3).
B. [§ 4021 Maintenance of the Project and Fire Museum
CLAFMA, or its successors -in -interest, shall maintain the Project, Fire Museum and improvements thereon in good order and repair and shall keep the Project and Fire Museum free from any unreasonable accumulation of debris or waste materials.
C. [§ 403] Obligation to Refrain from Discrimination
CLAFMA covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property, Fire Museum, or any portion thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, Fire Museum, or any portion thereof, nor shall CLAFMA itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing will not make CLAFMA liable for any acts of another. Notwithstanding any other provision of this Agreement, after conveyance of the Property to CLAFMA, CLAFMA shall not have any obligations pursuant to this section.
D. [§ 404] Effect and Duration of Covenants
The covenants of CLAFMA established in this Agreement shall, without regard to technical classification and designation, be binding on CLAFMA and any successor -in -interest to the Property, and any portion thereof, for the benefit and in favor of City and each of its successors and assigns. The covenants contained in this Agreement shall remain in effect for the periods specified herein.
V. [§ 5001 DEFAULTS, REMEDIES AND TERMINATION
A. [§ 501 ] Defaults
Subject to the extensions of time set forth in Section 604, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. 01068.0001/227339.1
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The party who fails or delays must immediately, upon receipt of written notice as specified below, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence, but within no longer than one hundred twenty (120) days after such notice, and during any period of curing shall not be in default.
The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
B. [§ 502] Legal Actions
[§ 5031 Institution of Legal Actions
In addition to any other rights or remedies available hereunder or at law or equity, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of Los Angeles County, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California.
7. [§ 5041 Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
8. [§ 505] Acceptance of Service of Process
In the event any legal action is commenced by CLAFMA against City, service of process on City shall be made by personal service upon the City Manager, or in such other manner as may be provided by law.
In the event any legal action is commenced by City against CLAFMA, service of process on CLAFMA shall be made by personal service upon an officer of CLAFMA and shall be valid whether made within or without the State of California, or in such other manner as may be provided by law.
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C. [§ 5061 Rights and Remedies Are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
D. [§ 5071 Damages
If either party defaults with regard to any of the provisions of this Agreement, the non - defaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly in a continuous and diligent manner within the time required by this Agreement, then the defaulting party shall be liable to the non -defaulting party for any damages caused by such default, and the non -defaulting party may after incurring damages (but not before) commence an action for actual damages against the defaulting party with respect to such default.
Notwithstanding the foregoing, indirect and consequential damages shall not be sought by either party; except that, (i) if a defaulting party commits willful misconduct or fraudulent acts or omissions, then the non -defaulting party can seek punitive and consequential damages against the defaulting party and (ii) if the defaulting party has materially breached this Agreement and such breach was not due to causes beyond the reasonable control of the defaulting party then the non - defaulting party can seek consequential damages.
E. [§ 508] Specific Performance
If either party defaults with regard to any of the provisions of this Agreement, then the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) days after service of the notice of default and not cured promptly in a continuous and diligent manner within a the time required by this Agreement, then the non -defaulting party, at its option, may thereafter (but not before, unless necessary to prevent immediate harm) commence an action for specific performance of the terms of this Agreement pertaining to such default.
F. [§ 509] Remedies and Rights of Termination
9. [§ 5101 Termination by CLAFMA
In the event, prior to conveyance of title to the Property to CLAFMA,:
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(a) City, despite all conditions precedent thereto having occurred, materially breaches this Agreement and the cost or value of the Project is materially and adversely affected as a result of such breach; or
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(b) CLAFMA is unable, despite diligent and good faith efforts, to obtain, within the time established therefor in the Schedule of Performance (Attachment No. 2), any required City discretionary development approvals with respect to the Project or the Fire Museum, or is otherwise precluded from proceeding with the Project or the Fire Museum for causes not directly or indirectly the result of any act or omission by CLAFMA or its officers, employees, agents or contractors; provided, that for purposes of this Agreement (i) bona fide litigation instituted by a third party challenging any action related to the Project or the Fire Museum, or portion thereof and (ii) any initiative, moratorium or referendum related to the Project or the Fire Museum or portion thereof shall be deemed to be a cause not directly or indirectly the result of any act or omission by CLAFMA or its officers, employees, agents or contractors; or
(c) any default or failure referred to in this Section shall not be cured within forty-five (45) days after the date of written demand by CLAFMA, or if City has commenced to cure any such default or failure within such forty-five (45) days and diligently pursues cure thereof, then if any such default or failure shall not be cured within ninety (90) days after the date of said written demand by
CLAFMA,
then this Agreement shall, at the option of CLAFMA, by written notice thereof to City, be terminated, if the Property has not been conveyed to CLAFMA.
10. [§ 5111 Termination b,y Ci
In the event, prior to conveyance of title to the Property to CLAFMA,:
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(a) CLAFMA shall fail to submit to City any submission of evidence of financing commitments referred to in Section 214 of this Agreement with respect to the Project, within the time established therefor in the Schedule of Performance (Attachment No. 2); or (b) CLAFMA (or any successor in interest) assigns or attempts to assign this Agreement or any right herein, or in the Property or the Fire Museum or any portion thereof, in violation of this Agreement; or
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(c) there is a substantial change in the ownership of CLAFMA, or with respect to the identity of the parties in control of CLAFMA, contrary to the provisions of Section 105 hereof; or
(d) CLAFMA does not deliver to City the Plans and Specifications, and related documents as required by this Agreement by the date provided in this Agreement; or
(e) CLAFMA does not accept a conveyance of title to the Property under a tender of conveyance by City; or
(f) CLAFMA fails to make any payment due pursuant to Section 701; or
(g) As a result of CLAFMA's action or inaction, CLAFMA shall fail to obtain any required City development approvals with respect to the Project or the Fire Museum, within the time established therefor in the Schedule of Performance (Attachment No. 2); or
(i) if any default or failure referred to in any of subdivisions (a) through (g) of this Section shall not be cured within thirty (30) days after the date of written demand by City, or if CLAFMA has commenced to cure any such default or failure within such thirty (30) days and diligently pursues the cure thereof, then if any such default or failure shall not be cured within sixty (60) days after the date of the written demand by City,
then this Agreement and any rights of CLAFMA, or any assignee or transferee, in this Agreement, or arising there from with respect to City, shall at the option of City, by written notice to CLAFMA, be terminated if the Site has not been conveyed to CLAFMA.
G. [§ 512] Right of Reentry
City shall have the right, at its option, to enter and take possession of any and all portions of the Property conveyed to CLAFMA, and to terminate and vest in City the estate theretofore conveyed to CLAFMA, if after conveyance of title and prior to the termination of the Performance Period, CLAFMA (or its successors in interest) shall:
(a) fail to commence construction of the Project or the Fire Museum, or both, as required by this Agreement for a period of three (3) months after written notice to proceed from City citing its intent to exercise the right to reenter under this Section; provided, that CLAFMA shall not have obtained an 01068.0001/227339.1
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extension or postponement to which CLAFMA may be entitled pursuant to Section 604 hereof, or
(b) abandon or substantially suspend construction or operation of the Project or the Fire Museum, or both, any time during the Performance Period and for a period of three (3) months after written notice of such abandonment or suspension from City citing its intent to exercise the right to reenter under this Section; provided, that CLAFMA shall not have obtained an extension or postponement to which CLAFMA may be entitled to pursuant to Section 604 hereof; or
(c) assign or attempt to assign this Agreement, or any rights herein, or transfer, or suffer any involuntary transfer of the Property, or any portion thereof, in violation of this Agreement, and such violation shall not be cured within thirty (30) days after the date of receipt of written notice thereof by City to CLAFMA, citing its intent to exercise the right to reenter under this Section.
Such rights to enter, possess, terminate, and vest shall be subject and subordinate to and be limited by and shall not defeat, render invalid, or limit:
(a) any mortgage, deed of trust, or other security interests permitted by this Agreement with respect to the Property, or portion thereof; and (b) any rights or interests provided in this Agreement for the protection of the holders of such mortgages, deeds of trust, or other security interests.
The rights established in this Section 512 shall not apply, and shall be null and void and of no further force and effect, if the Performance Period has terminated.
The Grant Deed to the Property shall contain appropriate reference and provision to give effect to City's rights, as set forth in this Section 512 under specified circumstances prior to the recordation of the Certificate of Completion, to re-enter and take possession of the Site, or any portion thereof, with all improvements thereon, and to terminate and revest in City the estate conveyed to CLAFMA.
Upon the vesting in City of title to the Property,' or any portion thereof, as provided in this Section 512, City shall, pursuant to its responsibilities under State law, use its diligent and good faith efforts to resell the Property, or the portion, thereof, which has vested, at a reasonable market value considering the required uses for the Property, as soon as and in such manner reasonably feasible and consistent with the objectives of such law and of City's General Plan to a qualified and responsible party or parties, who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be reasonably 01068.0001/227339.1
Na
satisfactory to City and in accordance with the uses specified in City's General Plan. Upon such resale of the Property, or any portion thereof, the proceeds thereof shall be applied:
(a) first, to reimburse City for all costs and expenses reasonably incurred by City, including, but not limited to, a reasonable portion of the salaries of personnel engaged in such action (based upon the proportion of such personnel's time that was devoted exclusively to such action), in connection with the recapture, management, and resale of the Property, or portion thereof (but less any income derived by City from the Property, or any part thereof, in connection with such management); all taxes, assessments and water and sewer charges with respect to the Property or portion thereof; any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or Iiens due to obligations, defaults, or acts of CLAFMA, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Property, or portion thereof; and any amounts otherwise owing to Property by CLAFMA and its successor or transferee; and (b) second, to reimburse CLAFMA, its successor or transferee, up to the amount equal to (1) the costs incurred for the Project, or portion thereof, or for the construction of the agreed improvements thereon, less (2) any gain or income withdrawn or made by CLAFMA there from or from the improvements thereon.
Any balance remaining after such reimbursements shall be retained by City as its property.
To the extent the right established in this Section 512 involves forfeiture, it must be strictly interpreted against City, the party for whose benefit it is created. The rights established in this Section 512 are to be interpreted in light of the fact City will convey the Property, to CLAFMA for development and not for speculation in developed land.
V1. [§ 6001 GENERAL PROVISIONS
A. [§ 6011 Notices. Demands and Communications between the Parties Formal notices, demands and communications between City and CLAFMA shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, or by courier or overnight delivery service not affiliated with the sender at the cost of the sender with written evidence of receipt, to the principal offices of City -or CLAFMA as designated in Section 104, Section 105 and Section 106, hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate, by mail as provided in this Section. 01068.0001/227339.1
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B. [§ 602] Conflict of Interest
No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to this Agreement which affects her/his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.
CLAFMA warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.
C. [§ 6031 Nonliabilily of City Officials and Employees No member, official or employee of City shall be personally liable to CLAFMA, or any successor in interest, as a result of any default or breach by City or for any amount which may become due to CLAFMA or successor or on any obligations under the terms of this Agreement.
D. [§ 604] Enforced Delay in Performance for Causes Beyond Control of Party
In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are as a result of insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of any other public or governmental agency or entity (other than any act or failure to act of City, which shall not excuse performance by City but can still excuse CLAFMA) or any other causes beyond the control or without the fault of the party claiming an extension of the time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than sixty (60) days after the commencement of the cause, the period shall commence to run only sixty (60) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by City.
E. [§ 6051 Inspection of Books and Records
The Parties have the right at all reasonable times to inspect the books and records of each party pertaining to the Project, or any portion thereof, as pertinent to the purposes of this Agreement. To the extent permitted by law, if copies of such books and records are provided to City, then City shall maintain such books and records, and the information contained therein, in confidence, but still subject to the requirements of the Ralph M. Brown Act. CLAFMA also has the right at all reasonable times (during normal business hours) to inspect the books and records 01068.0001/227339.1
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of City pertaining to the Project, or any portion thereof, as pertinent to the purposes of this Agreement.
F. [§ 606] Approvals
Except where this Agreement expressly provides for the approval by a party of any matter in its discretion, approvals required of City or CLAFMA shall not be unreasonably withheld, delayed or conditioned and for City such approvals may be provided by City's City Council or its City Manager.
G. [§ 607] Real Estate Agencies
City shall not be liable for any real estate agency, broker or finder's fees, which may arise here from. City each represent neither has engaged any broker, agent or finder in connection with this transaction.
H. [§ 608] No Third Party Beneficiary
The parties agree this Agreement is made solely for the benefit of City and CLAFMA, and no third person or entity shall be deemed to have any rights or remedies hereunder, except that the holder of a mortgage or deed of trust permitted by this Agreement shall have the rights and obligations specified herein for such holder.
VII. [§ 700] SPECIAL PROVISIONS
[§ 7011 Additional Compensation and Consideration
As further consideration for the rights provided by this Agreement, the parties agree to certain other obligations, as set forth in this Section 701.
1. City and CLAFMA agree this Agreement shall also constitute a license and operating agreement whereby CLAFMA may occupy the Property prior to transfer of title for the sole purpose of continuing to occupy and operate the Flora Vista Facility and install any improvements thereto (the "License Agreement"). The License Agreement shall be terminated as of the date the Property is conveyed to CLAFMA and shall be terminable by City in the same manner as this Agreement is terminable.
2. _, CLAFMA shall execute a promissory note, substantially in conformance with the Note, attached hereto as Attachment No. 6, as evidence of its obligation to pay the unpaid portions of the Purchase Price in accordance with the Schedule of Performance.
3. CLAFMA shall execute a deed of trust, substantially in conformance with the Note, attached hereto as Attachment No. 7, as security for payment of the Note. 01068.0001/227339.1
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4. For so long as CLAFMA occupies the Fire Museum, commencing on the first day of the first full calendar month after the date the Fire Museum is opened to the public, and on the first day of each calendar month, thereafter while this license is in effect, CLAFMA shall pay City a per month maintenance fee amount to be determined by mutual agreement of the parties no later than thirty (30) days of issuance of Certificate of Occupancy for CLAFMA's portion of the use of ground floor lobby, theater, conference room, restroom, monthly maintenance of fire sprinkler system, and five year of inspection of fire sprinkler system (the "Maintenance Fee"), commencing with the first full calendar month after the Event Center is open to the public, which date shall be memorialized by a letter from City Manager to CLAFMA's President.
S. The parties shall execute a license and operation agreement for the Fire Museum, substantially in conformance with the License and Operation Agreement, attached hereto as Attachment No. 8.
VIII. [§ 8001 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in three duplicate originals, each of which is deemed to be an original. This Agreement includes four (Lj) pages and eight attachments which constitute the entire understanding and agreement of the parties.
Those attachments are:
Attachment No. I -
Site Map
Attachments No. 1 B -
Legal Description
Attachment No. 2 -
Schedule of Performance
Attachment No. 3 -
Scope of Development
Attachment No. 4 -
Grant Deed
Attachment No. S - Certificate of Completion
Attachment No. 6 Note
Attachment No. 7 - Deed of Trust
Attachment No. 8 - License and Operating Agreement
This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof.
None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the Grant Deed for the Property, and this Agreement shall remain in full force and effect as provided herein.
01068.0001/227339.1
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All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of City and CLAFMA, and all amendments hereto must be in writing and signed by the appropriate authorities of City, Agency and CLAFMA. 01068.0001/227339.1
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IX. [§ 9001 TIME FOR ACCEPTANCE OF AGREEMENT BY CITY
This Agreement, when executed by CLAFMA and CLAFMA and delivered to City, must be authorized, executed and delivered by City within sixty (60) days after the date of signature by CLAFMA and CLAFMA or this signed Agreement may be withdrawn by CLAFMA or CLAFMA upon delivery of notice in writing to City. The date of this Agreement shall be the date when this Agreement shall have been signed on behalf of City, as long as it has been signed on behalf of CLAFMA.
Date: l� �� 12014
ATTEST:
e�� Debra D. �Bauc' , CMC,
City Clerk
Dated: G 2 , 2014
Dated: , 2014
01068,0001/227339.1
THE CITY OF ffELL.FLOWER
:
Stewart, City Manager
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
City, Attorney , Brandon D. Ward
THE COUNTY OF LOS ANGELES FIRE
MUSEUM ASSOCIATION, a California non-profit
corporation
By:
Its
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Its
Attachment No. 1A
Site Map
M
w
r-
f 1 ^ 9834 Flora Vista street (APN 7109-009-904)
ATTACHMENT NO. 1 B
PROPERTY LEGAL DESCRIPTION
Real property in the City of Bellflower, County of Los Angeles, State of California, described as follows:
Parcel A:
Parcel 2, of Parcel Map No. 17466, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 189 Page(s) 41 and 42 of Parcel Maps, in the office of the County Recorder of said county.
Parcel B:
That -portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 21 Page(s) 15 of Miscellaneous Records, in the office of the County Recorder of said county, described as follows:
Beginning at the Northeasterly corner of the land described in Parcel 2 in the deed of easement to the County of Los Angeles recorded in Book 11090 Page 55 Official Records of said County, said Northeasterly corner being the Northeasterly line of the strip of land 200 feet wide, described in the deed to Pacific Electric Land Company recorded in Book 2474 Page 275 of Deeds, in the office of the' County Recorder of said county; thence Southeasterly along the said Northeasterly line of a distance of 300 feet to the true point of beginning; thence Southwesterly at right angles with said Northeasterly line, a distance of 120 feet; thence Southeasterly parallel with the said Northeasterly line a distance of 80 feet; thence Northeasterly at right angles with the said Northeasterly line, a distance of 120 feet to the said Northeasterly line; thence Northwesterly thereon 80 feet to the true point of beginning.
APN: 7109-009-904
Street Address: 9834 Flora Vista Street
ATTACHMENT NO.2
SCHEDULE OF PERFORMANCE
1. Execution of Agreement by Cily. City shall
execute this Agreement, and shall deliver
this Agreement to CLAFMA.
Within five (5) business days after this
Agreement is approved by City, if at all.
2. First Payment of Portion of the Purchase
Price and Escrow Costs. CLAFMA shall When requested by the escrow officer. pay to escrow $325,000.00, as well as all
other costs they are responsible to pay.
3. Second Payment of Remaining Portion of
the Purchase Price. CLAFMA shall pay to On or before December 31, 2016.
City $325,000.00.
4. Evidence of Financing. CLAFMA shall
submit to City evidence of financing Within sixty days after item 4., above. referred to in Section 214 of this
Agreement with respect to the Flora Vista
Facility and Fire Museum.
5. Approval of Financing. City shall approve
or disapprove CLAFMA's evidence of
financing and shall so notify CLAFMA.
Within ten (10) business days after receipt
of a complete package of evidence of
financing by City Staff.
6. Resubmittal of Final Construction
Drawings. After any disapproval by City, Within ten (10) business days after the CLAFMA shall make needed changes and disapproval is provided to CLAFMA. resubmit the Final Construction Drawings,
as applicable.
7. Opening of Escrow. Escrow shall be
opened to convey the Property from City to
CLAFMA.
Within ten (10) business days after
completion of item 1., above.
..- •1 • !F
a
10. 11.
Closing of Escrow and Conveyance of the
Residential Sites to CLAFMA. Escrow
shall be closed and all portions of the
Residential Sites shall be conveyed to
CLAFMA.
Commencement of Reroofing. CLAFMA
shall commence the reroofing of the Flora
Vista Facility.
Completion of Reroofing. CLAFMA shall
complete the reroofing. Completion shall
mean when CLAFMA is entitled to
approval of a final inspection.
Certificate of Completion — City shall
review and decide whether or not to issue a
Certificate of Completion.
Within thirty (30) business days after
completion of item number 9, above.
No later than July 1, 2015.
No later than August 1, 2015.
Within ten (10) business days after
CLAFMA's request, which shall not occur
before City's issuance of the final
inspection of the reroofing.
Attachment No. 2
Schedule of Performance
ATTACHMENT NO.3
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
The Property shall be operated, maintained and improved for the Flora Vista Facility, so that the buildings, improvements and landscaping will be compatible with the surrounding area and kept in useful condition consistent with the Municipal Code, standard City conditions for discretionary actions and those conditions reasonably imposed through the entitlement process.
The approved Plans and Specifications submitted by CLAFMA pursuant to Section 303, shall describe, in reasonable detail, the architectural character intended for the improvements. The Project shall be in conformity with the Redevelopment Plan.
11. CLAFMA IMPROVEMENTS
A. General Development
The Property shall be rehabilitated to provide a structurally sound facility for use as the Flora Vista Facility. Such rehabilitation will include reroofing the building.
All improvements made to the Property shall be of high architectural quality with landscaped areas and public spaces effectively designed.
B. Environmental Remediation; On- and Off -site Work; Utilities; Barricades
1. Environmental Remediation: CLAFMA shall be responsible, at its cost and expense, for curing any adverse soil and/or water conditions on the Property (whether due to environmental contamination, the nature of the soil, geology, or subsurface obstructions). CLAFMA shall promptly perform any such work related to environmental contamination.
2. On- and Off -Site Work: CLAFMA shall also be responsible for all on -site and off -site improvements related to the Flora Vista Facility that may be required by State or local laws.
3. Utilities: CLAFMA is responsible to provide for all primary utility systems necessary to serve the Flora Vista Facility; provided, that City hereby acknowledges sufficient capacity will be available in infrastructure, service and utility systems, including, without limitation, traffic circulation, sewer collection, sanitation service
and, except for reasons beyond City's control, sewer treatment, flood control, water supply, treatment distribution and service, gas service, telephone service and electrical service, to accommodate the Flora Vista Facility.
4. Barricades, Cooperation: CLAFMA shall be responsible for construction barricades which may be required for pedestrian protection and temporary security fencing and dust control during CLAFMA's grading operations and construction improvements within the Sites.
C. Urban Design Standards. Controls and Restrictions
Standards, controls and restrictions regarding construction and development, including, but not limited to, maximum land coverage, setbacks and building construction, shall be consistent with the approved Plans and Specifications and those conditions reasonably imposed through the entitlement process.
All on -site and off -site elements shall be subject to design review by City in accordance with the procedures set forth in this Agreement. CLAFMA shall conform to the standards of design as established by the entitlements approved by City.
City's approval of the Final Construction Drawings shall be deemed to be an acknowledgment insofar as City is concerned of compliance with the design standards and limitations contained in City entitlement regulations and Plans and Specifications.
Attachment No. 3
Scope of Development
ATTACHMENT NO. 4
Recording Requested by:
THE CITY OF BELLFLOWER
16600 Civic Center Drive
Bellflower, CA 90706
When Recorded Return to and
Mail Tax Statements to:
COUNTY OF LOS ANGELES
FIRE MUSEUM ASSOCIATION
Attn: President
9834 Flora Vista Street
Bellflower, CA 90706
SPACE ABOVE THIS LINE FOR RECORDING USE
GRANT DEED WITH RESERVATION OF EASEMENT IN GROSS
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged THE CITY OF BELLFLOWER, a municipal corporation, herein called "Grantor," acting to carry out the Bellflower Redevelopment Plan, hereby grants to COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation, herein called "Grantee," the real property, hereinafter referred to as the "Property," described in the document attached hereto, labeled Exhibit A and incorporated herein by this reference.
(1) Grantor excepts and reserves any existing public street, proposed street, or portion of any public street or proposed street lying outside the boundaries of the Property which might otherwise pass with a conveyance of the Property.
(2) The Property is conveyed in accordance with and subject to the Disposition and Development Agreement entered into by and between Grantor and Grantee on _ , 2014, (the "Agreement") which document is a public record on file in the offices of the Secretary of Grantor, and is by reference thereto incorporated herein as though frilly set forth herein. All capitalized terms used herein shall have the same meaning as in the Agreement, unless expressly stated otherwise herein or the context requires.
(3) The Property is conveyed to Grantee in accordance with the uses permitted by the Agreement.
Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every
successor in interest to the Property, Grantee, such successors and such assigns, shall develop, maintain and use the Property only as follows:
(a) The Property shall be constructed upon, used, and maintained solely in accordance with the Agreement, including, but not limited to, the Scope of Development, Attachment No. 3 to the Agreement, and all plans approved by Grantor and City, pursuant thereto.
(b) Grantee shall maintain the improvements on the Property and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition.
(4) Prior to the termination of the Performance Period:
(a) Grantee shall not make any sale, transfer, conveyance or assignment of the Property, or any part thereof or the buildings or structures thereon, without the prior reasonable written approval of Grantor, except as expressly permitted by the Agreement. In the event Grantee does make any sale, transfer, conveyance or assignment of the Property any part thereof or the buildings or structures thereon prior to the issuance of the Certificate of Completion, Grantor shall be entitled to be paid by Grantee an amount equal to the portion of the consideration payable for the sale, transfer, conveyance or assignment of the Property, which is in excess of reasonable transaction costs of such sale, transfer, conveyance or assignment, plus the cost of improvements and development theretofore made to the Property, including carrying charges and costs related thereto. The consideration payable for such sale, transfer, conveyance or assignment shall belong and be paid to Grantor and until so paid Grantor shall have a lien on the Property for such amount. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property, nor shall it prohibit granting any security interests permitted by paragraph (4)(b) of this Grant Deed for financing the acquisition and development of the Property in accordance with the Agreement. The lien created hereby shall be subordinate and subject to any such security interests. Notwithstanding anything to the contrary contained in the foregoing, Grantee shall have the right, upon written notice to Grantor at least fifteen (15) days before the consummation of any such transaction (but without any requirement for prior consent) to assign its rights under the Agreement and to convey the Property and the improvements located thereon to an Affiliated Entity (as defined below); provided, that the assignee assumes in writing and without qualification all of the obligations Attachment No. 4
Grant Deed
and liabilities of Grantee under the Agreement and any related instruments.
For purposes hereof, an "Affiliated Entity" will be any entity which is wholly owned and controlled by Grantee.
(b) Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, conveyances and leases back or any other form of conveyance required for any reasonable method of financing of the acquisition of the Properly, the construction of improvements on the Property, and any other expenditures necessary and appropriate to develop the Property as permitted by the Agreement. Grantee shall notify Grantor in advance of any such conveyance for financing if Grantee proposes to enter into the same prior to recordation of the Certificate of Completion for the improvements to be constructed on the Property. Grantee shall not enter into any such .conveyance for financing without prior written approval of Grantor, which approval Grantor agrees to give if any such financing is consistent with the Agreement.
(5) Prior to the termination of the Performance Period:
(a) Grantor hereby retains the right, at its option, to reenter and repossess the Property with all improvements thereon and to terminate the conveyance of the Property and revest in Grantor the Property if Grantee (or its successors in interest):
(i) Fails to commence construction of the improvements to the Flora Vista Facility or the Fire Museum, as required by the Agreement for a period of three (3) months after written notice to proceed from Grantor, and for an additional thirty (30) days after a second written notice from Grantor citing its intent to exercise the right to reenter under this paragraph; provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled, or (ii) Abandons or substantially suspends construction of the improvements to the Flora Vista Facility. or the Fire Museum, for a period of three (3) months after written notice of such abandonment or suspension from Grantor, and for an additional thirty (30) days after a second written notice from Grantor citing its intent to exercise the right to reenter under this paragraph, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled pursuant to the Agreement, or
Attachment No. 4
Grant Deed
(iii) Transfers, or suffer any involuntary transfer of, the Property, or any part thereof in violation of this Grant Deed, and such violation shall not be cured within thirty (30) days after the date of the receipt of written notice thereof by Grantor to Grantee, and for an additional thirty (30) days after a second written notice from Grantor citing its intent to exercise the right to reenter under this paragraph, or (iv) On or before the termination of the Performance Period, allows the Property to be used as security to finance anything other than the Improvements or other capital improvements on the Property, unless otherwise approved, in writing, by City's City Manager, or (v) At any time before the termination of the Performance Period, fails to. operate 'a fully functioning to the Flora Vista Facility or the Fire Museum in accordance with the Agreement.
(b) The right to reenter, repossess, terminate and revest shall be subject and subordinate to and be limited by and shall not defeat, render invalid, or limit:
(i) Any mortgage or deed of trust or other security interest permitted by paragraph (4)(b) of this Grant Deed; or
(ii) Any rights or interests provided for the protection of the holders of such mortgages, deeds of trust, or other security interests. (c) The right to reenter, repossess, terminate and revest shall not apply to the Property or portions thereof, and shall be null and void and of no further force and effect, after the termination of the Performance Period. (d) In the event title to the Property or any part thereof is revested in Grantor, as provided in this paragraph (5), Grantor shall, pursuant to its responsibilities under state law, use its diligent and good faith efforts to resell the Property or the part thereof which has revested, as soon as and in such manner as Grantor shall reasonably find feasible and consistent with the objectives of such law, City's General Plan to a qualified party or parties (as determined by Grantor) who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to Grantor and in accordance with the uses specified for such. Property or part thereof in City's General Plan.
Upon such resale of the Property, the proceeds thereof shall be applied:
(i) First, to reimburse Grantor for all costs and expenses reasonably incurred by Grantor, including but not limited to a reasonable portion Attachment No. 4
Grant Deed
of the salaries of personnel engaged in such action (based upon the proportion of such personnel's time that was devoted exclusively to such action), in connection with the recapture, management, and resale of the Property or part thereof (but less any income derived by Grantor from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof; any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing to Grantor by Grantee and its successor or transferee; and
(ii) Second, to reimburse Grantee, its successor or transferee, up to the amount equal to: the sum of (1) the costs incurred for the development of the Property (or such part thereof) and for the improvements existing thereon at the time of reentry and repossession; less (Z) any gain or income withdrawn or made by Grantee from the Property (or such part thereof) or from the improvements thereon. For purposes of this paragraph the term "cost incurred" shall include direct, out-of-pocket expenses of development, but shall exclude Grantee's general overhead expense.
(iii) Any balance remaining after such reimbursements shall be retained by Grantor as its property.
(e) To the extent that this right of reverter involves a forfeiture, it must be strictly interpreted against City, the party for whose benefit it is created. This right is to be interpreted in light of the fact City hereby conveys the Property to Grantee for development and not for speculation in undeveloped land. (f) Upon dissolution of Grantor, the rights and obligations set forth in this paragraph (5) shall automatically transfer to City.
(6) Grantee covenants and agrees for itself, its successors, its assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, age, disability, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project, nor shall Grantee itself or any person claiming under or through it, establish or permit Attachment No. 4
Grant Deed
any such practice or practices bf discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project. The foregoing covenants shall run with the land. The foregoing will not make Grantee liable for any acts of another.
(7) All deeds, leases or contracts made relative to the Project, improvements thereon, or any part thereof, shall contain or be 'subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, age, disability, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall 'run with the land."
(b) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, age, disability, color,. creed, religion, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with Attachment No. 4
Grant Deed
Page b of 8
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." (8) All conditions, covenants and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or . designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor, its successors and assigns against Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of the Property or portion thereof. (9) The conditions contained in paragraphs (4) and (5) of this Grant Deed shall terminate and become null and void upon termination of the Performance Period. The covenants against discrimination set forth in paragraphs (3), (6) and (7) of this Grant Deed shall remain in perpetuity.
Every other covenant and condition and restriction contained in this Grant Deed and the Agreement shall remain in effect as provided in the Agreement.
(10) The conditions regarding the Easement in Gross are separate and apartfrom any other conditions and covenants contained herein and the conditions regarding the Easement in Gross remain in perpetuity, unless expressly rescinded by Grantor or City through a recorded document signed on behalf of Grantor or City.
(11) In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the .community. All covenants without regard to technical classification or designation shall be binding for the benefit of Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant.
(12) No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph (4)(b) of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. (13) None of the terms, covenants, agreements or conditions heretofore agreed upon in writing in other instruments between the parties to this Grant Deed with respect to obligations to be performed, Attachment No. 4
Grant Deed
kept or observed by Grantee or Grantor in respect to the Property or any part thereof after this conveyance of said Property shall be deemed to be merged with this Grant Deed until such time as a Certificate of Completion issued by Grantor is recorded for the Property conveyed hereby or such part thereof.
(14) The covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title, except for the covenant and condition contained in paragraph (5) of this Grant Deed.
IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized this _ day of , 201_.
Grantor -Agency:
THE CITY OF BELLFLOWER, a municipal
corporation
Jeffrey L. Stewart, City Manager
Grantee hereby accepts the written deed, subject to all of the matters hereinbefore set forth.
Grantee -Developer:
COUNTY OF LOS ANGELES FIRE MUSEUM
ASSOCIATION, a California non-profit corporation
Date:
Date: By:
Its
Its
Attachment No. 4
Grant Deed
Exhibit A
DESCRIPTION OF THE PROPERTY
Real property in the City of Bellflower, County of Los Angeles, State of California, described as follows:
Parcel A:
Parcel 2, of Parcel Map No. 17466, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 189 Page(s) 41 and 42 of Parcel Maps, in the office of the County Recorder of said county. `
Parcel B:
That portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in the City of Bellflower, County of Los Angeles, State of California, as per maprecorded in Book 21 Page(s) 15 of Miscellaneous Records, in the office of the County Recorder of said county, described as follows:
Beginning at the Northeasterly corner of the land described in Parcel 2 in the deed of easement to the County of Los Angeles recorded in Book 11090 Page 55 Official Records of said County, said Northeasterly corner being the Northeasterly line of the strip of land 200 feet wide, described in the deed to Pacific Electric Land Company recorded in Book 2474 Page 275 of Deeds, in the office of the County Recorder of said county; thence Southeasterly along the said Northeasterly line of a distance of 300 feet to the true point of beginning; thence Southwesterly at right angles with said Northeasterly line, a distance of 120 feet; thence Southeasterly patallel with the said Northeasterly line a distance of 80 feet; thence Northeasterly at right angles with the said Northeasterly line, a distance of 120 feet to the said Northeasterly line; thence Northwesterly thereon 80 feet to the true point of beginning.
APN: 7109-009-904
Street Address: 9834 Flora Vista Street
ATTACHMENT NO.5
CERTIFICATE OF COMPLETION
Recording Requested by:
THE CITY OF BELLFLOWER
16600 Civic Center Drive
Bellflower, CA 90706
FREE RECORDING REQUESTED
(Government Code 3 6103)
CERTIFICATE OF COMPLETION
WHEREAS, a Disposition and Development Agreement, dated , 2014, by and between THE CITY OF BELLFLOWER, a municipal corporation ("City") and THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation ("CLAFMA") (which agreement is hereinafter referred to as the "DDA") establishes certain requirements for improvement of the property described in Exhibit A attached hereto which property includes a new retail/office space building, described in the DDA as the Project; WHEREAS, as provided in the DDA, City is to furnish to CLAFMA a Certificate of Completion, at CLAFMA's request and upon the completion of the Project in accordance with the DDA, which Certificate of Completion is to be in a form as to permit it to be recorded in the Recorder's Office of Los Angeles County; and
WHEREAS, CLAFMA has completed the construction of the Project as required by the DDA and requested a Certificate of Completion.
NOW, THEREFORE, CITY CERTIFIES AS FOLLOWS:
Section 1. Unless otherwise expressly stated or the context requires, all capitalized terms shall have the meaning given in the DDA.
Section 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the obligation of CLAFMA to pay the Purchase Price, complete the reroofing of the Flora Vista Facility and construction of the Fire Museum and no other obligations of CLAFMA contained in the DDA.
Section 3. This Certificate of Completion shall not constitute evidence of the satisfaction of obligations'of City pursuant to the DDA.
Section 4. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of CLAFMA to any holder of a mortgage or any insurer of a mortgage, securing money loaned to finance the Project or any part thereof.
Section 5. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093.
Section 6. Upon the recording of this Certificate of Completion in the office of the Los Angeles County Recorder, the obligations contained in Paragraphs (4) and (5) of that certain Grant Deed from Agency to CLAFMA recorded as. Instruments No. and on , 2011, in the Official Records of Los Angeles
County are hereby terminated.
Section 7. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the DDA or any other provisions of the documents incorporated therein.
IN WITNESS THEREOF City has executed this Certificate of Completion this_ day of. 201_.
CITY OF BELLFLOWER
By:
Jeffrey L. Stewart,
City Manager
ATTACHMENT NO. 5
CERTIFICATE OF COMPLETION
Exhibit A
Legal Description
Real property in the City of Bellflower, County of Los Angeles, State of California, described as follows:
Parcel A:
Parcel 2, of Parcel Map No. 17466, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 189 Page(s) 41 and 42 of Parcel Maps, in the office of the County Recorder of said county.
Parcel B:
That portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in the City of Bellflower, County of Los Angeles, State of California, as per map recorded in Book 21 Page(s) 15 of Miscellaneous Records, in the office of the County Recorder of said county, described as follows:
Beginning at the Northeasterly corner of the land described in Parcel 2 in the deed of easement to the County of Los Angeles recorded in Book 11090 Page 55 Official Records of said County, said Northeasterly corner being the Northeasterly line of the strip of land 200 feet wide, described in the deed to Pacific Electric Land Company recorded in Book 2474 Page 275 of Deeds, in the office of the County Recorder of said county; thence Southeasterly along the said Northeasterly line of a distance of 300 feet to the true point of beginning; thence Southwesterly at right angles with said Northeasterly line, a distance of 120 feet; thence Southeasterly parallel with the said Northeasterly line a distance of 80 feet; thence Northeasterly at right angles with the said Northeasterly line, a distance of 120 feet to the said Northeasterly line; thence Northwesterly thereon 80 feet to the true point of beginning.
APN: 7109-009-904
Street Address: 9834 Flora Vista Street
ATTACHMENT NO. 6
PROMISSORY NOTE
$325,000 (0% Interest)
Bellflower, CA
2014
(the "Effective Date")
FOR VALUE RECEIVED, the County of Los Angeles Fire Museum Association, a California non-profit corporation ("CLAFMA"), in accordance with the terms set forth herein, promises to pay to the CITY OF BELLFLOWER, a municipal corporation ("City"), without deduction or offset, the principal sum of Three Hundred Twenty-five Thousand Dollars ($325,000.00) (the "Note Amount").
1. Definitions. Defined terms herein (i.e., words which are initially capitalized) shall have the same meanings as set forth in the Agreement (as defined below), unless otherwise specified herein or the context requires.
2. Loan Agreement. This Promissory Note is made and delivered pursuant to that certain Disposition and Developer Agreement entered by and between City and CLAFMA, dated, , 2014, (the "Agreement"), a copy of which is on file as a public record with City and is incorporated herein by reference.
CLAFMA acknowledges, but for the execution of this Promissory Note, City would not have entered into the Agreement or conveyed ownership of the Property.
3. Payment. CLAFMA shall pay to City the Note Amount on or before December 31, 2016, at 16600 Civic Center Drive, Bellflower, California 90706, or at such other address as City may direct from time to time in writing.
4. Prepayment of Note Amount; Loan Charges. CLAFMA, without paying any prepayment charge, may prepay to City the full Note Amount at any time. Any partial prepayments shall be applied to reduce the Note Amount. 5, City May Assign. City may, at its option, assign its right to receive payment under this Promissory Note without the necessity of obtaining the consent of CLAFMA.
6. CLAFMA Assignment Prohibited. In no event shall CLAFMA assignor transfer any portion of this Promissory Note, the City Loan or the Agreement without the prior express written consent of City, which consent may be given or withheld in City's sole discretion.
7. Costs of Collection; Attorney's Fees and Costs. CLAFMA agrees to pay all costs and expenses incurred by City in the collection of amounts in default under this PROMISSORY NOTE - PAGE 1 OF 2