14-F — Bellflower City Council, March 25, 2024 (part 2 of 3)

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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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 fiirnish, 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 indemnifies 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] Ci ther Gov tal P '
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 attomeys’ 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 confonnity with all applicable local, State and Federal laws, including, without limitation, all applicable Federal and State labor laws (including, without limitation, any 01068 . coal/227335 . 1 -15-

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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 maybe 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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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 maybe enacted, adopted or amended from time to time, or any other provision of law. CLAF MA 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. CLAF MA 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 attomey’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), CLAF MA 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 01058.0001/227339.1
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12. [§ 313] nondiscnmimaon dm'ng 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-Engy and License Agreement. City’s hereby grants to CLAFMA and CLAFMA's contractor(s) pemiission 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] T es Assess ts Encum cesandLie
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 imauthorized mortgage, trust deed, encumbrance or lien might be placed.

D. [§ 316] Prohibition aga1_n__st- ‘ 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 01063 .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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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 attomey’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 fimds 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 fi'om 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 fifieen (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 . 000112273394 ~18-

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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. [§ 317] Security Financing; Rights of Holders

1. [§ 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 -party 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 hi 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. 01068.0001/227339.1
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(ii) o_r results from CLAFMA going public, or reorganizing, or merging with another entity m (iii) is controlled by James Young.

E. B} 317] Security Fiwcing; Rights of Holders

1. [§ 318] No Encumbrances except Mortgages, Deeds of TM Convemccs and Leases-Back or Othgg @vem-fgr
Financing for the Development
Notwithstanding Section 316, afier 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 Ageement. 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-party 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 CLAF MA 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 in’ 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. dines . 00011227333 . 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. [§ 321] 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 a lien 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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3. [§ 320] Nance ofDefault to Manage, Deed of Trust or gym, 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 tool; 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. [§ 321] Fafl are of Holder to Complete aprovements
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 a lien 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 .20-

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5. [§ 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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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)
03)
(c)
(d)
(e)
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);
All expenses with respect to foreclosure;
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;
The cost of any improvements made by such holder; and
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.
[§ 322] Right of City to Cure Mortgage, 23a of Ernst, 91: Other Securig 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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F. [§ 323]
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 hens 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 Completign
Promptly afier 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 fitmish 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 filmish 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.

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IV. [§ 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. [§ 402] Maintenance of the Project and Fire Museurn
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. [§ 500] 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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Iv. [§ 4001 use or THE PROJECT ASNDFIREMUSEUM
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. [§ 402] Maintenance or: the Project and Fire Mum
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 flee from any unreasonable accumulation of debris or waste materials.

C. [§ 403] Obligation to Refrm' from Diem 'nation
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, afier conveyance of the Property to CLAFMA, CLAFMA shall not have any obligations pursuant to this section.

D. [9' 404] Effect and Duraflon of Covemts
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.

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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

6. [§ 503] 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. [§ 504] 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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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.

B. [§ 502] Lega_l Actions

6. [§ 503] Institution' of Legal Acg‘pns
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- [§ 504] mm
The‘laws of the State of California shall govern the interpretation and enforcement” of this Agreement.

8. [§ 505] Acceptance of Sergice 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.

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C. [§ 506] 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. [§ 507] 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
Neither 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. [§ 510] 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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0'. [§ 506] Rights and Remedies Are Cumul'gtiye
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. [§ 507] Emacs
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. Ifthe 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 afier 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
Ifeither 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. Ifthe 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 fights of 11mm g
9- [§ 510] mm
In the event, prior to conveyance of title to the Property to CLAFMA,:
(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)
c)
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
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 by City
In the event, prior to conveyance of title to the Property to CLAFMA,:
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)
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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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(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) bonafide 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 noticethereof to City, be terminated, if the Property has not been conveyed to CLAFMA.

10. [§ 511] Termination by Gig
In the event, prior to conveyance of title to the Property to CLAFMA,:
(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)
f)
g)
i)
CLAFMA does not accept a conveyance of title to the Property under a tender of conveyance by City; or
CLAFMA fails to make any payment due pursuant to Section 701; or
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
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. [§ 5l 2] 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 01068.0001/221339.1
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(of) 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
(i) 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 (3.) 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 Room
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 afier 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 0106.8 .0001/2273 39 . 1
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b)
c)
extension or postponement to which CLAFMA may be entitled pursuant to Section 604 hereof; or
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; pr
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.
1 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 reenter 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 Properly, 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
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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 itsintent to exercise the right to reenter under this Section. I
Such rights to enter, possess, temiinate, and vest shall be subject and subordinateto 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 fiirther 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 .23.

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satisfactory to City and in accordance with the uses specified in City's General Plan. Upon suchresaleoftheProperty, 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 liens 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 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.
b)
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 inthisSection512aretobeinterpretedinlightofthefactCitywillconveytheProperty, to CLAFMA for development and not for speculation in developed land.

VL [§ 600] 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 ofthesenderwithwrittenevidenceofreceipt, 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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satisfactory to City and in accordance with the uses specified in City’s General Plan. Uponsuch 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 liens 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 (l) 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.

VI. [§ 600] GENERAL PROVISIONS
A. [§ 601] Notices, Demands and Cgmmtmications 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 fi'om time to time designate, by mail as provided in this Section. 01068 . 0001/227339 . 1 -29.-

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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. [§ 603] Nonliability 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 perforin. 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. [§ 605] 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, inconfidence, 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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B. [§ 602] ict 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. [§ 603] ' onliabili of Ci Officials and Em . es
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 Bemng Control of P3111
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; fi'eight 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. [§ 605] Inspection of Books and Recor_ds
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 0106B . 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
701] 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.

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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of Cityp‘ertaining to the Project, or any portion fitment; as pmtinentto 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] N9 Third PM 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
[§ 701] Additional Compmation and Consideration
As fin-flier consideration for the rights provided by this Agreement, theparties 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. 01058 . 0001/227339 . 1 -31-
’ Page 84 of 133 -90-

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.

5. 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. [§ 800] 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 444, r foo( (9) pages and eight attachments which constitute the entire understanding and agreement of the parties.

Those attachments are:

Attachment No. 1 A
Attachments No. 1B
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
Attachment No. 7
Attachment No. 8
Site Map
Legal Description
Schedule of Performance
Scope of Development
Grant Deed
Certificate of Completion
Note
Deed of Trust
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.

O1O6S.00O1/227339.1
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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.

5. The parties shall execute a license and operation agreement for the Fire Museum, substantially in conformance with the Licenseand Operation Agreement, attached hereto as Attachment No. 8.

VIII. [§ 800] 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 a“ [53‘ gm: (55) pages and eight attachments which constitute the entire understanding and agreement of the parties.

Those attachments are:

Attachment No. 1A - Site Map
Attachments No. 1B' - Legal Description
Attachment No. 2 - Schedule of Performance
Attachment No. 3 - Scope of Development
Attachment No. 4 - Grant Deed
Attachment No. 5 - 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.

Page 85 of 133 ends

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. 01058.0001/227334.1
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IX. [§ 900] 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.

THE CITY OF FLOWER
Date: r()1,? , 2014 By:

ATTEST:

Debra D. Bauc , CMC,
City Clerk
Dated: /O / , 2014
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: _
Prik.A.i" ef-•
Its
Dated: , 2014 By:
01008.0001/227339.1
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Its

Page 87 of 133 ends

IX. [§ 900] 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 afler the date of signature by CLAFMA and CLAFMA or this signed Agreement may be Withdrawn by CLAFMA or CLAF MA 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: ‘3 17 2014
A'I'I'EST:
t
Debra D. Bauc , CMC,
City Clerk
Dated: gala ‘1 , 2014
Dated: ,2014
010,68 . 0001/22733-9 . 1

THE CITY OF LOWER
e y‘IfStewart, City Manager
APPROVED AS TO FORM: Aleshire a: Wynder, LLP
City Attorney , Brandon D. Ward

THE COUNTY OF LOS ANGELES FIRE
MUSEUM ASSOCIATION, a California non-profit
corporation
Ban
Its ‘ g4£fd¢axz
Ban
__—_—"
Its
-34-

Page 87 of 133 ends

Attachment No, 1A
Site Map
9834 Flora Vista Street (APN 7109-009-904)

Page 88 of 133 ends

Attachment No. 1A
Site Map
09 ,‘: J 43;
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7109-0139-9041" ‘I
W. ‘vrav ~
l' - "i = 9834 Flora Vista Street (APN 7109-1009904)

Page 88 of 133 ends

ATTACHMENT NO. 1B

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 8:

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

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ATTACHMENT N0. 1B

PROPERTY LEGAL DESCRIPTION
Real property in the City ofBellflower, County of Los Angeles, State. of Califomia, described as:
follows:

Parcel A:

Parcel 2, of Parcel Map No. 17466, in the City of Bellflo‘wer, County of Los Angela‘s, 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

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ATTACHMENT NO. 2

SCHEDULE OF PERFORMANCE

1. Execution of Agreement by City. City shall
execute this Agreement, and shall deliver
this Agreement to CLAFMA.

2. First Payment of Portion of the Purchase
Price and Escrow Costs. CLAFMA shall
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
City $325,000.00.

4. Evidence of Financing. CLAFMA shall
submit to City evidence of financing
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.

6. Resubmittal of Final Construction
Drawings. After any disapproval by City,
CLAFMA shall make needed changes and
resubmit the Final Construction Drawings,
as applicable.

7. Opening of Escrow. Escrow shall be
opened to convey the Property from City to
CLAFMA.

Within five (5) business days after this
Agreement is approved by City, if at all.

When requested by the escrow officer.

On or before December 31, 2016.

Within sixty days after item 4., above.

Within ten (10) business days after receipt
of a complete package of evidence of
financing by City Staff.

Within ten (10) business days after the
disapproval is provided to CLAFMA.

Within ten (10) business days after
completion of item 1., above.

Page 1 of 2 ends

Page 90 of 133 ends

ATTACHMENT N0. 2

SCHEDULE OF PERFOMCE
' Execution of Ameniflt by Cig. City shall
execute this Agreement, and shall deliver
this Agreement to CLAFMA.

Figt Payment of Portion of the Purchase
Price and Escrow Costs. CLAFMA shall
pay to escrow $325,000.00, as well as all
other costs they are responsible to pay.

Second Payment of Remaining Portion of
the Pughase Price. CLAFMA shall pay to
City $325,000.00.

Evidence of Financing. CLAFMA shall
submit to City evidence of financing
referred to in Section 214 of this
Agreement with respect to the Flora Vista
Facility and Fire Museum.

Approval of Financing. City shall approve
or disapprove CLAFMA’s evidence of
financing and shall so notify CLAFMA.

Resubmim of Final Construction
Qawings. After any disapproval by City,
CLAFMA shall make needed changes and
resubmit the Final Construction Drawings,
as applicable.
mg’ of Escrow. Escrow ”shall be
opened to convey the Property fi'om City to
CLAFMA.

Within five (5) business days afier this
Agreement is approved by City, if at all.

When requested by the-escrow officer.

On or before December 3 1, 2016'.

Within sixty days after item 4., above.

Within ten (10) business days after receipt‘
of a complete package of evidence of
financing by City Staff.

Within ten (10) business days after the
disapproval is provided to CLAFMA.

Within ten (10) busineSs days after
completion of item 1., above.

Page10f2

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8. 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.

Within thirty (30) business days after
completion of item number 9, above.

9. Commencement of Reroofing. CLAFMA
shall commence the reroofing of the Flora No later than July 1, 2015.

Vista Facility.

10. Completion of Reroofing. CLAFMA shall
complete the reroofing. Completion shall No later than August 1, 2015. mean when CLAFMA is entitled to
approval of a final inspection.

11. Certificate of Completion -- City shall
review and decide whether or not to issue a
Certificate of Completion.

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

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1‘0.
,11,
Closing of Escrow and Cenvemce of the
Residential Sites to CLAFMA. Escrow
shall be closed and all portions of the
Residential Sites shall be conveyed to
CLAFMA.

Qommmoement of gemfing. CLAFMA
shall cominence the reroofing of the Flora
Vista Facility.

Completion of Reroofing‘. CLAFMA shall
complete the rerouting. Completion shall
mean when CLAFMA is entitled to
_ approval of a final inspection.

Cemfi cate 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

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ATTACHMENT NO. 3

SCOPE OF DEVELOPMENT

L 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 maybe 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

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ATTACHMENT No.3
SCOPE OF DEVELOPM Eli I:

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 andkept in useful condition consistent with the Municipal Code, standard City conditions for discretionary actions and those conditions reasonably imposed through the entitlement process.

11. CLAFMA IMPROVEMENTS
A. General Develo me
The Property shall be rehabilitated to provide a structurally sound facilityfor use as the Flora Vista Facility. Such rehabilitation will include reroofing the building.

All improvements made to the Property shall be of high architectural qualitywith landscaped . areas and public spaces effectively designed.

B. vironmental Remediation 0n~ 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 enviromnental 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 W ' 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. Utilig'es: CLAFMA is responsible to provide for all primary utility systems necessary to serve the Flora Vista Facility; provided, that City hereby acknowledges suficient capacity will be available in infrastructure, service and utility systems, including, without limitation, traffic circulation, sewer collection, sanitation service Pagelof2

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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.

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

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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 Cityin 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 been 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

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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
ATTACHMENT NO. 4

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 fully 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

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ATTACHMENT N0. 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
G TDEEDWI RES VATI NOFEASEMENTINGR -.S
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 fully 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 pennitted by the Agreement.

Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every Page: 1 of 10

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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

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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.
(1)) 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

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b)
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.

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 Property, 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):
1) 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 ofthe 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

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(b)
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.

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 Property, 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:
3(3) 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 afier written notice to proceed fiom 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 fi‘om 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

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b)
c)
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.

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.

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

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(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) D 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 firce 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 ,

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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 (2) 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

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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 Granto‘r ' 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 (l) 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 (2) 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 afier 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 Greater, 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

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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 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

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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 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 in 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
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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

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i . reference to the selection, location, number, use 01' occupancy of tenants, lessees, subtenants, sublessees or vendees of the Ian ." (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 Basement in Gross are separate and apart'from any other conditions and covenants contained herein and the conditions regarding the E'asement' 1n 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 uponin writing in ' other instruments between the partiesto this Grant Deed with respect to obligations to be performed, Attachment No. 4
Grant Deed

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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 an their behalf by their respective officers hereunto duly authorized this _ day of , 201_.

Grantor -Agency:

THE CITY OF BELLFLOWER, a municipal
corporation
By:

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: By:

Its
Date: By:

Its
Attachment No. 4
Grant Deed

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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 withthe land and not as conditions which might result in forfeitIn-e 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 BELLFLOWBR, a ’municipal
Corporation
By:

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
.——J
Its
Date: By: {
,.
. Its
Attachment No. 4
Grant Deed

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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 ofCalifornia, 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 13:

That portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in the City ofBellflower, 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 totheCountyofLosAngelesrecordedinBook11090Page55OfficialRecordsofsaidCounty, 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 ofDeeds, in the office of the County Recorder of said county; thence Southeasterly along the saidNortheasterlylineofadistanceof300feettothetruepointofbeginning; thence Southwesterly atrightangleswithsaidNortheasterlyline, a distance of 120 feet; thence Southeasterly parallelwiththesaidNortheasterlylineadistanceof80feet; thence Northeasterly at right angles with thesaidNortheasterlyline, a distance of 120 feet to the said Northeasterly line; thence Northwesterlythereon80feettothetruepointofbeginning.

APN: 7109-009-904
Street Address: 9834 Flora Vista Street

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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 map recorded in Book 21 Page(s‘) 15’ of Miscellaneous Records, in the oflice 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 ‘

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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 a 6103)

CERTIFICATE OF COMPLETION
WHEREAS, a Disposition and Development Agreement, dated , 2014, by and between THE CITY OF BELLFLOWER, a municipal coiporation ("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.

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ATTACHMENT NO. 5

CERTIFICATE OF COMPLETION
Recording Requested by:

THE CITY OF BELLFLOWER
16600 Civic Center Drive
Bellflower, CA 90706
me 320011a REQUESTED
(Government Code a 6103)
CER GATE 0. MPL ' ON
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 detenninafion 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. '

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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 , 201, 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

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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 amortgage, 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 Califomia 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 fi-om Agency to CLAFMA recorded as instruments No. and on , 201 _, 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 N0. 5

CERTIFICATE OF COMPLETION

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Exhibit A
Legal Description
Real property in the City of Bellflower, County of Los Angeles, State of California, described asfollows:

Parcel A:

Parcel 2, of Parcel Map No. 17466, in the City of Bellflower, County of Los Angeles, State ofCalifornia, as per map recorded in Book 189 Page(s) 41 and 42 of Parcel Maps, in the office oftheCountyRecorderofsaidcounty.

Parcel B:

Beginning at the Northeasterly corner of the land described in Parcel 2 in the deed of easement totheCountyofLosAngelesrecordedinBook11090Page55OfficialRecordsofsaidCounty, 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 ofDeeds, in the office of the County Recorder of said county; thence Southeasterly along the saidNortheasterlylineofadistanceof300feettothetruepointofbeginning; thence Southwesterly atrightangleswithsaidNortheasterlyline, a distance of 120 feet; thence Southeasterly parallelwiththesaidNortheasterlylineadistanceof80feet; thence Northeasterly at right angles with thesaidNortheasterlyline, a distance of 120 feet to the said Northeasterly line; thence Northwesterlythereon80feettothetruepointofbeginning.

APN: 7109-009-904
Street Address: 9834 Flora Vista Street

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Exhibit A
Legal Description
Real property in the City of Bellflower, Coimty of Los Angeles, State of California, described as follows: '
Parcel A:

Parcel 2, of Parcel Map No. 17466, in the City of Bellflovder; 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

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ATTACHMENT NO. 6

PROMISSORY NOTE
325,000 (O% 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 assign or 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

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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. Eregayment 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. Gig 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 assign ortransfer 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; Attomey’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

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Promissory Note including but not limited to reasonable costs of collection and attorney's fees paid or incurred in connection with the collection or enforcement of this Promissory Note, whether or not suit is filed. In the event suit is brought to enforce this Promissory Note, the prevailing party shall in addition be entitled to costs of suit and such sums as the court may adjudge as attorney's fees.

8. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment.

9. Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns.

10. Notice. Any notices, requests or approvals given under this Promissory Note by one party to another may be provided as described in the Agreement

11. Compliance with Law. CLAFMA hereby agrees to comply with all ordinances, rules, and regulations of City. Nothing in this Promissory Note is intended to be, nor shall it be deemed to be, a waiver of any ordinance, rule, or regulation of City.

12. Governing Law. This Promissory Note shall be governed by the laws of the State ofCalifornia. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California.

IN WITNESS WHEREOF, the parties have executed this Note as of the date first above written.

CLAFMA"
By:

By:

Its
ATTACHMENT NO. 6
PROMISSORY NOTE - PAGE 2 OF 2

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Promissory Note including but not limited to reasonable costs of collection and attorney’s fees paid or incurred in connection with the collection or enforcement of this Promissory Note. whether or not suit is filed. In the event suit is brought to enforce this Promissory Note, the prevailing party shall in addition be entitled to costs of suit and such sums as the court may adjudge as attorney's fees.

8. Non-Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment.

9. Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns.

10. Notice. Any notices, requests or approvals given underthis Promissory Note by one party to another may be provided as described in the Agreement

11.Comgliance with Law. CLAFMA hereby agrees to comply with all ordinances, rules, and regulations of City. Nothing in this Promissory Note is intended to be, nor shall it be deemed to be, a waiver of any ordinance, rule, or regulation of City.

12. Governing Law. This Promissory Note shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Los Angeles. State of California, in an appropriate municipal court in that county. or in the Federal District Court in the Central District of California.

IN WITNESS WHEREOF, the parties have executed this Note as of the date first above written.
"CLAFMA’l
By: a
By:

Its
ATTACHMENT N0. 6
PROMISSORY NOTE - PAGE 2 OF 2

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ATTACHMENT NO. 7

NO FEE DOCUMENT
Recording requested by and
when recorded, mail to:

City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706

NO FEE DOCUMENT PURSUANT TO
GOVERNMENT CODE SECTION 27383

DEED OF TRUST,

ASSIGNMENT OF RENTS, AND SECURITY AGREEMENT

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, AND SECURITY
AGREEMENT ("Deed of Trust") is made as of this day of , 2014, by THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation ("Trustor"), to Title Company, as trustee ("Trustee"), for the benefit of the City of Bellflower, a public body, corporate and politic ("Beneficiary").

GRANT IN TRUST

1. GRANT. Trustor, in consideration of the indebtedness referred to below, hereby irrevocably grants and conveys to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, all of Trustor's interest in the property located at 9834 Flora Vista in the City of Bellflower, California (the "Property"), as more particularly described in the attached Exhibit A, incorporated herein by this reference; TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property; all buildings, structures, fixtures, improvements, signs, and landscaping now or hereafter erected or located on the Property, including all equipment and machinery used for supplying or distributing heating, cooling, electricity, gas, water, air, and light, all plumbing and bathroom fixtures, alt security and access control equipment, fire prevention and extinguishment equipment, elevators, floor coverings, window coverings, panelling, cabinets, (provided, however, that Trustor shall have the right to remove, if necessary, such fixtures, furnishings, and equipment for the purpose of replacement with similar items of the same quality performing the same functions, which replacements shall themselves become part of this grant); all building material and equipment either now or hereafter delivered to the Property and intended to be installed therein whether or not located on the Property; all reserves, accounts, deferred payments, and refunds relating to development on ti

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ATTACHMENT N0. '7

NO FEE DOCUMENT
Recording requested by and
when recorded, mail to:

City of Bellflower
' 16600 Civic Center Drive
Bellflower, CA 90706

NO FEE DOCUMENT PURSUANT TO
GOVERNMENT CODE SECTION 27383

DEED OF TRUST,

ASSIGNMENT OF RENTS, AND SECURITY AGREEMENT
THIS DEED OF TRUST, ASSIGNMENT 0F RENTS, AND SECURITY
AGREEMENT (“Deed of Trust'f) is made as of this day of 2014, by THE COUNTY OF LOS ANGELES FIRE MUSEUM ASSOCIATION, a California non-profit corporation (“Trustor”), to Title Company, as trustee (“Trustee”), for the benefit of the City of Bellflower, a public body, corporate and politic (“Beneficiary”).

GRANT IN TRUST

1. GRANT. Trustor, in consideration of the indebtedness referred to below, hereby irrevocably grants and conveys to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, all of Trustor’s interest in the property located at 9834 Flora Vista in the City of Bellflower, California (the “Property” , as more particularly described in the attached Exhibit A, incorporated herein by this reference; TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property; all buildings, structures, fixtures, improvements, signs, and landscaping now or hereafter erected or located on the Property, including all equipment and machinery used for supplying or distributing heating, cooling, electricity, gas, water, air, and light, all plumbing and bathroom fixtures, all security and access control equipment, fire prevention and extinguishment equipment, elevators, floor coverings, window coverings, panelling, cabinets, (provided, however, that Trustor shall have the right to remove, if necessary, such fixtures, furnishings, and equipment for the purpose of replacement with similar items of the same quality performing the same functions, which replacements shall themselves become part of this grant); all building material and equipment either now or hereafter delivered to the Property and intended to be installed therein whether or not located on the Property; all reserves, accounts, deferred payments, and refunds relating to development 'on s

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the Property; all rents and income generated by the Property or improvements thereon (subject however to the assignment of rents to Beneficiary contained herein); all leases, subleases and rental agreements covering the Property or any portion thereof now existing or hereafter entered into, and all interests of Trustor in security deposits, advance rentals, accounts, or payments of similar nature with respect to such leases, subleases, or rental agreements; all easements and rights-of-way appurtenant to the Property, including parking and recreational easements, and all interests of Trustor in any land lying within the right-of-way of any street, sidewalks, and areas of land adjacent to or used in connection with the Property; all development rights and credits, air rights, water rights, and oil, gas or mineral rights with respect to the Property; all claims or demands with respect to insurance proceeds, and all awards made for a taking by eminent domain; all interests and rights in any private or government grants, subsidies, loans, or other financing with respect to development on the Property; all interests in personal property used in and about the Property (except furniture and other personal property of occupants of structures on the Property); all intangible property and rights relating to the Property or operations on the Property; all government permits, approvals, and map rights related to construction on the Property; all architectural, structural, and mechanical plans, specifications, designs, studies, and data with respect to construction of improvements on the Property; all environmental tests, studies and reports with respect to the Property; all current and future claims and rights of action of Trustor against prior owners and operators of the Property, neighboring property owners and operators, tenants and former tenants, consultants, advisors, and other third parties with respect to environmental or Hazardous Materials contamination and cleanup of the Property under any federal, state, or local ordinances, statutes, regulations, or administrative decisions or common law.

All of the foregoing, together with the Property, is herein referred to as the "Security."

OBLIGATIONS SECURED
2, OBLIGATIONS. Trustor makes this grant for the purpose of securing the following obligations:

A. Payment of the indebtedness of Trustor to Beneficiary in the principal sum of Three Hundred Twenty-five Thousand Dollars ($325,000.00), evidenced by Attachment No. 6 of the Disposition and Development Agreement executed by Trustor and dated 2014 (the "DDA"), on file at the offices of Beneficiary and hereby incorporated by reference into this Deed of Trust (the "Note"); and B. Payment of any sums advanced by Beneficiary to protect the security and priority of this Deed of Trust; and
C. Payment of any sums advanced by Beneficiary following a breach of Trustor's obligation to advance the sums and the expiration of any applicable cure period, with interest thereon as provided herein; and
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the Property; all rents and income generated by the Property or improvements thereon (subject however to the assignment of rents to Beneficiary contained herein); all leases, subleases and rental agreements covering the Property or any portion thereof now existing or hereafter entered into, and all interests of Trustor in security deposits, advance rentals, accounts, or payments of similar nature with respect to such leases, subleases, or rental agreements; all easements and rights-of-way appurtenant to the Property, including parking and recreational easements, and all interests of Trustor in any land lying within the right-of-way of any street, sidewalks, and areas of land adjacent to or used in connection with the Property; all development rights and credits, air rights, water rights, and oil, gas or mineral rights with respect to the Property; all claims or demands with respect to insurance proceeds, and all awards made for a taking by eminent domain; all interests and rights in any private or government grants, subsidies, loans, or other financing with respect to development on the Property; all interests in personal property used in and about the Property (except furniture and other personal property of occupants of structures on the Property); all intangible property and rights relating to the Property or operations on the Property; all government permits, approvals, and map rights related to construction on the Preperty; all architectural, structural, and mechanical plans, specifications, designs, studies, and data with respect to construction of improvements on the Property; all environmental tests, studies and reports with respect to the Property; all current and future claims and rights of action of Trustor against prior owners and operators of the Property, neighboring property owners and operators, tenants and former tenants, consultants, advisers, and other third parties with respect to environmental or Hazardous Materials contamination and cleanup of the Property under any federal, state, or local ordinances, statutes, regulations, or administrative decisions or common law.

All of the foregoing, togeflier with the Property, is herein referred to as the “Security.” 0B GATI NS ECURED

2. OBLIGATIONS. Trustor makes this grant for the purpose of securing the following obligations:

A. Payment of the indebtedness of Trustor to Beneficiary in the principal sum of Three Hundred Twenty-five Thousand Dollars ($3 25,000.00), evidenced by Attachment No. 6 of the Disposition and Development Agreement executed by Trustor and dated , 2014 (the “DDA”), on file at the offices of Beneficiary and hereby incorporated by reference into this Deed of Trust (the “Note”); and _ B. Payment of any sums advanced by Beneficiary to protect the security and priority of this Deed of Trust; and
C. Payment of any sums advanced by Beneficiary following a breach of Trustor’s obligation to advance the sums and the expiration ofany applicable cure period, with interest thereon as provided herein; and
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D. Performance of every obligation, covenant or agreement of Trustor contained in this Deed of Trust, the Note, the DDA, all exhibits to the DDA, including the License and Operating Agreement and all modifications, extensions and renewals of those obligations, covenants or agreements; and
E. Performance of any other obligation or repayment of any other indebtedness of Trustor to Beneficiary, where such evidence of obligation or indebtedness specifically recites that it is secured by this Deed of Trust; and
F. Performance of any obligations of Trustor in any other agreements with respect to financing of development of the Property or the Security the absence of which would adversely affect Beneficiary, whether or not Beneficiary is a party to such agreements.

ABSOLUTE ASSIGNMENT OF RENTS AND RIGHT TO POSSESSION

3. ASSIGNMENT. As additional security, Trustor hereby assigns to Beneficiary: (a) all of the rents, revenues, profits, and income from the Security, any deposits now or hereafter in Trustor's possession which have been collected with respect to the Security, and any reserve or capital funds now or hereafter held by Trustor with respect to construction or operation of the Security (collectively, the "Rents"); and (b) the right to enter, take possession of, and manage the Security; provided however that Trustor shall have, before an Event of Default, the exclusive right to possess the Security and to collect Rents and use them in accordance with the documents described in Section 2.D. above (collectively, the "Loan Documents"). This assignment is intended to be an absolute and present transfer of Trustor's interest in existing and future Rents, effective as of the date of this Deed of Trust.

4. ENFORCEMENT. Upon the happening of an Event of Default which remains uncured after expiration of the applicable cure period pursuant to the terms of the DDA or other Loan Documents, Beneficiary may, in addition to other rights and remedies permitted by the DDA, this Deed of Trust, or applicable law: (a) enter upon, take possession of, and manage the Security, either in person as a mortgagee -in -possession, by agent, or by a receiver appointed by a court, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Security, (b) collect all Rents, including those past due and unpaid, and apply the same to pay for the costs and expenses of operation of the Security, including attorneys' fees, and pay off any indebtedness secured by this Deed of Trust, all in such order as Beneficiary may determine, (c) enter upon and take possession of the Security, and complete construction of any improvements on the Security as provided for in the Plans and .Specifications approved under the DDA or any modifications to the Plans and Specifications or the Development that Beneficiary in its sole discretion believes is appropriate, and/or (d) Beneficiary may make, cancel, enforce, and modify leases and rental agreements, obtain and evict tenants, set and modify rent terms, sue for rents due, enter into, modify, or terminate any contracts or agreements, or take any legal action, as it deems necessary with respect to the Rents or to development or operation of the Security, subject to the rent restrictions imposed against the Property.

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D. Performance of every obligation, covenant or agreement of Trustor contained inthis Deed of Trust, the Note, the DDA, all exhibits to the DDA, including the License and Operating Agreement and all modifications, extensions and renewals of those obligations, covenants or agreements; and
E. Performance of any other obligation or repayment of any other indebtedness ' of Trustor to Beneficiary, where such evidence of obligation or indebtedness specifically recites that it is secured by this‘Deed of Trust; and
F. Performance of any obligations of Trustor in any other agreements with respect to financing of development of the Property or the Security the absence of which would adversely afi'ect Beneficiary, whether or not Beneficiary is a party to such agreements.

ABSOLUTE ASSIGE MENT 0F REE. 1:8 AND RIGHT TO POSSESSION

3. ASSIGNMENT. As additional security, Trustor hereby assigns to Beneficiary: (a) all of the rents, revenues, profits, and income from the Security, any deposits now or hereafier in Trustor’s possession which have been collected with respect to the Security, and any reserve or capital funds now or hereafter held by Trustor with respect to construction or operation of the Security (collectively, the “Rents”); and (b) the right to enter, take possession of, and manage the Security; provided however that Trustor shall have, before an Event of Default, the exclusive right to possess the Security and to collect Rents and use them in accordance with the documents described in Section 2.D. above (collectively, the “Loan Documents”). This assignment is intended to be an absolute and present transfer of Trustor’s interest in existing and future Rents, eflecfive as of the date of this Deed of Trust.

4. ENFORCEMENT. Upon the happening of an Event of Default which remains uncured after expiration of the applicable cure period pursuant to the terms of the DDA or other Loan Documents, Beneficiary may, in addition to other rights and remedies permitted by the DDA, this Deed of Trust, or applicable law: (a) enter upon, take possession of, and manage the Security, either in person as a mortgagee-in-possession, by agent, or by a receiver appointed by a court, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Security, (b) collect all Rents, including those past due and unpaid, and apply the same to pay for the costs and expenses of operation of the Security, including attorneys’ fees, and pay off any indebtedness secured by this Deed of Trust, all in such order as Beneficiary may determine, (c) enter upon and take possession of the Security, and complete construction of any improvements on the Security as provided for in the Plans and Specifications approved under the DDA or any modifications to the Plans and Specifications or the Development that Beneficiary in its sole discretion'believes is appropriate, and/or ((1) Beneficiary may make, cancel, enforce, and modify leases and rental agreements, obtain and evict tenants, set and modify rent terms, sue for rents due, enter into, modify, or terminate any contracts or agreements, or take any legal action, as it deems necessary with respect to the Rents or to development or operation of the Security, subject to the rent restrictions imposed against the Property.

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5. APPOINTMENT OF A RECEIVER. In any action to enforce this assignment, Beneficiary may apply for the appointment of a receiver to take possession of the Security and take whatever measures are necessary to preserve and manage the Security for the benefit of Beneficiary and the public interest. Trustor hereby consents to the appointment of a receiver.

The receiver shall have all of the authority over the Security that Beneficiary would have if Beneficiary took possession of the Security under this assignment as a mortgagee -in -possession, including the right to collect and apply Rents and the right to complete construction of improvements.

6. NO WAIVER OF POWER OF SALE. The entering upon and taking possession of the Security and the collection of Rents shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or notice of default and, notwithstanding the continuance in possession of the Security or the collection and application of Rents, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law upon occurrence of any Event of Default, including the right to exercise the power of sale.

COMMERCIAL CODE SECURITY AGREEMENT -

7. GRANT. This Deed of Trust is intended to be a security agreement and financing statement pursuant to the California Commercial Code for any of the items specified above as part of the Security which under applicable law may be subject to a security interest pursuant to the Commercial Code, and Trustor hereby grants Beneficiary a security interest in said items.

Beneficiary may file a copy of this Deed of Trust in the real estate records or other appropriate index as a fmancing statement for any of the items specified as part of the Security. Trustor shall execute and deliver to Beneficiary at Beneficiary's request any financing statements, as well as extensions, renewals, and amendments thereof, and copies of this instrument in such form as Beneficiary may require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and shall pay all reasonable costs of any record searches for financing statements and releases. Without the prior written consent of Beneficiary, Trustor shall not create or permit any other security interest in said items. This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Commercial Code.

8. REMEDIES. Upon Trustor's breach of any obligation or agreement in the Loan Documents, after expiration of any applicable cure period, Beneficiary shall have the remedies of a secured party under the Commercial Code and at Beneficiary's option may also invoke the remedies provided for elsewhere in this Deed of Trust with respect to said items. Beneficiary may proceed against the items of real property and personal property specified above separately or together and in any order whatsoever,

RIGHTS AND OBLIGATIONS OF TRUSTOR

9. PERFORMANCE OF SECURED OBLIGATION. Trustor shall promptly perform each obligation secured by this Deed of Trust in accordance with the Loan Documents.

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5. APPOINTMENT OF A RECEIVER. In any action to enforce this assignment, Beneficiary may apply for the appointment of a receiver to take possession of the Security and ' take whatever measures are necessary to preserve and manage the Security for the benefit of Beneficiary and the public interest. Trustor hereby consents to the appointment of a receiver.

The receiver shall have all of the authority over the Security that Beneficiary would have if Beneficiary took possession of the Security under this assignment as a mortgagee-in-possession, including the right to collect and apply Rents and the right to complete construction of improvements. ‘

6. N0 WAIVER OF POWER OF SALE. The entering upon and taking possession of the Security and the collection of Rents shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or notice of default and, notwithstanding the continuance in possession of the Security or the collection and application of Rents, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law upon occurrence of any Event of Default, including the right to‘ exercise the power of sale.

COMMERCIAL CODE SECURITY AGEEMENT‘

7. GRANT. This Deed of Trust is intended to be a security agreement and financing statement pursuant to the California Commercial Code for any of the items specified above as part of the Security which under applicable law may be subject to a security interest‘ pursuant to the Commercial Code, and Trustor hereby grants Beneficiary a security interest in said items.

Beneficiary may file a copy of this Deed of Trust in the real estate records or other appropriate index as a financing statement for any of the items specified as part of the Security. Trustor shall execute and deliver to Beneficiary at Beneficiary's request any financing statements, as well as extensions, renewals, and amendments thereof, and copies of this instrument in such form as Beneficiary may require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and shall pay all reasonable costs of any record searches for financing statements and releases. Without the prior written consent of Beneficiary, Trustor shall not create or permit any other security interest in said items. This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Commercial Code.

8. REMEDIES. Upon Trustor’s breach of any obligation or agreement in the Loan Documents, after expiration of any applicable cure period, Beneficiary shall have the remedies of a secured party under the Commercial Code and at Beneficiary's option may also invoke the remedies provided for elsewhere in this Deed of Trust with respect to said items. Beneficiary may proceed against the items of real property and personal property specified ab0ve separately or together and in any order whatsoever.
lflGHT S AEQ Q BLIGATIONS 0F TRUSTOR'

9. PERFORMANCE OF SECURED OBLIGATION. Trustor shall promptly perform each obligation secured by this Deed of Trust in accordance with the Loan Documents.

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10. PAYMENT OF PRINCIPAL AND INTEREST: Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Note. - 11, MAINTENANCE OF THE SECURITY. Trustor shall, at the Trustor's own expense, maintain and preserve the Security or cause the Security to be maintained and preserved in good condition, in good repair, and in a decent, safe, sanitary, habitable and tenantable condition. Trustor shall not cause or permit any violations of any laws, ordinances, regulations, covenants, conditions, restrictions, or equitable servitudes as they pertain to improvements, alterations, maintenance or demolition on the Security. Trustor shall not commit or permit waste on or to the Security. Trustor shall not abandon the Security. Beneficiary shall have no responsibility over maintenance of the Security. In the event Trustor fails to maintain the Security in accordance with the standards in this Deed of Trust or the DDA, Beneficiary and after any applicable cure periods, may, but shall be under no obligation to, make such repairs or replacements as are necessary and provide for payment thereof, Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of interest as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

12. INSPECTION OF THE SECURITY. Trustor shall permit Beneficiary to enter and inspect the Security during normal business hours for compliance with these obligations upon at least 24 hours advance notice•of such visit by Beneficiary to Trustor or Trustor's management agent.

14. DEFENSE AND NOTICE OF CLAIMS AND ACTIONS. Trustor shall appear in and defend, at its own expense, any action or proceeding purporting to affect the Security and/or the rights of Beneficiary. Trustor shall give Beneficiary and Trustee prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding and of any condemnation offer or action with respect to the Security upon Trustor's receipt of notice thereof.

15. SUITS TO PROTECT THE SECURITY. Beneficiary shall have power to institute and maintain such suits and proceedings as it may deem expedient (a) to prevent any impairment of the Security or the rights of Beneficiary, (b) to preserve or protect its interest in the Security and in the Rents, and (c) to restrain the enforcement of or compliance with any governmental legislation, regulation, or order, if the enforcement of or compliance with such legislation, regulation, or order would impair the Security or be prejudicial to the interest of Beneficiary.

16. DAMAGE TO SECURITY. Trustor shall give Beneficiary and Trustee prompt notice in writing of any damage to the Security. If any building or improvements erected on the Property is damaged or destroyed by an insurable cause, Trustor shall, at its cost and expense, repair or restore said buildings and improvements consistent with the original plans and Attachment No. 7

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1.0. PAYMENT OF PRINCIPAL AND INTEREST. Trustor shall promptly pay When duethe principal and any interest due on the indebtedness evidenced by the Note. -

11. MAINTENANCE OF THE SECURITY. Trustor shall, at the Trustor’s own expense, maintain and preserve the Security or cause the Security to be maintained and preserved ' in good condition, in good repair, and in a decent, safe, sanitary, habitable and tenantable condition. Trustor shall not cause or permit any violations of any laws, ordinances, regulations, covenants, conditions, restrictions, or equitable servitudes as they pertain to improvements, alterations, maintenance or demolition on the Security. Trustor shall not commit or permit waste on or to the Security. Trustor shall not abandon the Security. Beneficiary shall have no responsibility over maintenance of the Security. In the event Trustor fails to maintain the Security in accordance with the standards in this Deed of Trust or the DDA, Beneficiary and after any applicable cure periods, may, but shall be under no obligation to, make such repairs or ' ' replacements as are necessary and provide for payment thereof. Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of interest as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor'to Beneficiary and shall be secured by this Deed of Trust.

12. INSPECTION OF THE SECURITY. Trustor shall permit Beneficiary to enter and inspect the Security during normal business hours for compliance with these obligations upon at least 24 hours advance noticeof such visit by Beneficiary to Trustor or Trustor’s management agent. ' .

13. LIENS, ENCUMBRANCES, AND CHARGES. Trustor shall discharge any lien or encumbrance not approved by Beneficiary in writing that may attain priority over this Deed of Trust, as provided for in the DDA.
l4. DEFENSE AND NOTICE OF CLAIMS AND ACTIONS. Trustor shall appear in and defend, at its own expense, any action or proceeding purporting to affect the Security and/or the rights of Beneficiary. Trustor shall give Beneficiary and Trustee prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding and of any condemnation offer or action with respect to the Security upon Trustor’s receipt of notice thereof.

specifications if Trustor reasonably determines that such restoration or repair is economically feasible. Such work or repair shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be complete within one year thereafter. Subject to Trustor's election to rebuild, all insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Trustor shall make up the deficiency.

17. TITLE. Trustor warrants that Trustor lawfully has legal title to the Security without any limitation on the right to encumber other than those limitations set forth in the Loan Documents or other financing documents approved by Beneficiary.

18. GRANTING OF EASEMENTS. Trustor may not grant easements, licenses, rights- of-way or other rights or privileges in the nature of easements with respect to the Security except those required or desirable for installation and maintenance of public utilities including water, gas, electricity, sewer, cable television, telephone, or those required by law.

19. TAXES AND LEVIES. Trustor shall pay prior to delinquency, all taxes, fees, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security. However, Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any contested liabilities. In the event that Trustor fails to pay any of the foregoing items, Beneficiary may, but shall be under no obligation to, pay the same, after Beneficiary has notified Trustor of such failure to pay and Trustor fails to fully pay such items within seven business days after receipt of such notice. Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of interest as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

20. INSURANCE. Trustor shall provide such insurance as required under the DDA. In the event Trustor fails to maintain the full insurance coverage required by this Deed of Trust, Beneficiary, after at least seven business days prior notice to Trustor, may, but shall be under no obligation to, take out the required policies of insurance and pay the premiums on such policies.

Any amount so advanced by Beneficiary, together with interest thereon from the date of such advance at the same rate of indebtedness as specified in the Note (unless payment of such an interest rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate then allowed by applicable law), shall become an additional obligation of Trustor to Beneficiary and shall be secured by this Deed of Trust.

21. CONDEMNATION. Subject to the rights of any senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of taking all or any part of or interest in the Security under assertion of the power of eminent domain Funds") are hereby assigned to and shall be paid to Beneficiary. Beneficiary is authorized (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part Attachment No. 7
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specifications if Trustor reasonably determines that such restoration or repair is economically ' feasible. Such work or repair shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be complete within one year thereafter. Subject to Trustor‘s election to rebuild, all insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Trustor shall make up the deficiency.

18. GRANTING 0F EASEMENTS. Trustor may not grant easements, licenses, rights- of~way or other rights or privileges in the nature of easements with respect to the Security except those required or desirable for installation and maintenance of public utilities including water, gas, electricity, sewer, cable television, telephone, or those required by law.

20. INSURANCE. Trustor shall provide such insurance as required under the DDA. In the event Trustor fails to maintain the full insurance coverage required by this Deed of Trust, Beneficiary, afier at least seven business days prior notice to Trustor, may, but shall be under no obligation to, take out the required policies of insurance and pay the premiums on such policies.

21. CONDEMNATION. Subject to the rights of any senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of taking all or any part of or interest in the Security under assertion of the power of eminent domain (“Funds”) are hereby assigned to and shall be paid to Beneficiary. Beneficiary is authorized (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part Attachment No. '7

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upon any indebtedness or obligation secured hereby, in such order and manner as Beneficiary shall determine at its sole option. All or any part of the amounts so collected and recovered by Beneficiary may be released to Trustor upon such conditions as Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust.

Not -withstanding anything to the contrary set forth herein, Beneficiary shall, prior to the application of the Funds or any portion thereof to the indebtedness or other obligations, apply such portion of the Funds as is reasonable and necessary to repair and preserve the value, marketability and rentability of the Security. Trustor shall have the right to rebuild the Development, and to use all available condemnation proceeds therefor, provided that (a) such proceeds are sufficient to keep the Loans in balance and rebuild the Development in a manner that provides adequate security to Beneficiary for repayment of the Loans or, if such proceeds are insufficient or such security is inadequate, then Trustor shall have funded any deficiency and/or provided additional security; (b) Beneficiary shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and c) no material default then exists under the Loan Documents other than any default which is a direct result of the condemnation.

22. ACCELERATION ON TRANSFER OF SECURITY; ASSUMPTION. In the event that Trustor, without the prior written consent of the Beneficiary, sells, agrees to sell, transfers, or conveys its interest in the Security or any part thereof or interest therein, Beneficiary may at its option declare all sums secured by this Deed of Tnist to be immediately due and payable. This option shall not apply in case of:

A. The grant of a leasehold interest to qualifying households who will occupy units in the Development as provided for under the Loan Documents; or B. Sale or transfer of fixtures or personal property pursuant to the grant provisions in this Deed of Trust. Consent to one sale or transfer shall not be deemed to be a waiver of the right to require such consent to future or successive transactions; or C. transfers of Trustor's limited partner interests.

23. RECONVEYANCE BY TRUSTEE. This trust is intended to continue for the entire term of the Loan. Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

DEFAULT AND REMEDIES

24. EVENTS OF DEFAULT. Any of the events listed in the DDA as an Event of Default shall also constitute an Event of Default under this Deed of Trust.

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Notwithstanding anything to the contrary set forth herein, Beneficiary shall, prior to the application of the Funds or any portion thereof to the indebtedness or other obligations, apply such portion of the Funds as is reasonable and necessary to repair and preserve the value, marketability and rentability of the Security. Trustor shall have the right to rebuild the Devblopment, and to use all available condemnation proceeds therefor, provided that (a) such proceeds are sufficient to keep the Loans in balance and rebuild the Development in a manner that provides adequate security to Beneficiary for repayment of the Loans or, if such proceeds are insufficient or such security is inadequate, then Trustor shall have funded any deficiency and/or provided additional security; (b) Beneficiary shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and (o) no material default then exists under the Loan Documents other than any default which is a direct result of the condemnation.

22. ACCELERATION 0N TRANSFER OF SECURITY; ASSUMPTION. In the event that Trustor, without the prior written consent of the Beneficiary, sells, agrees to sell, transfers, or conveys its interest in the Security or any part thereof or interest therein, Beneficiary may at its option declare all sums secured by this Deed of Trust to be immediately due and payable. This option shall not apply in case of:

23. RECONVEYANCE BY TRUSTEE. This trust is intended to continue for the entire term of the Loan. Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee’s reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

DEFAULT g2 REMEDIES

24. EVENTS or DEFAULT. Any of the events listed in the DDA as an Eventof Default shall also constitute an Event of Default under this Deed of Trust.

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25. ACCELERATION OF MATURITY. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may declare all sums advanced to Trustor under the Note and this Deed of Trust immediately due and payable.

26. BENEFICIARY'S REMEDIES. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may, in addition to other rights and remedies permitted by the DDA, the Note, or applicable law, proceed with any or all of the following remedies:

A. Enforce the assignment of rents and right to possession as provided for in this Deed of Trust, andlor seek appointment of a receiver to take over possession of the Security and collect Rents;
B. Enter the Security and take any actions necessary in its judgment to complete construction on the Security, either in person or through a receiver appointed by a court; C. Disburse from the Loans' proceeds any amount necessary to cure any Monetary Default under this Deed of Trust, the DDA, or the Note; D. Commence an action to foreclose this Deed of Trust pursuant to California Code of Civil Procedure Section 725(a) et m. as amended, andlor seek appointment of a receiver from a court of competent jurisdiction with the authority to protect Beneficiary's interests in the Security, including the authority to complete construction of improvements;
E. Deliver to Trustee a written declaration of Default and demand for sale, and a written Notice of Default and election to cause Trustor's interest in the Security to be sold and exercise its power of sale as provided for below; or F. Pursue any other rights and remedies allowed at law or in equity.

27. FORECLOSURE BY POWER OF SALE. Should Beneficiary elect to foreclose by exercise of the power of sale contained in this Deed of Trust, Beneficiary shall notify TrusteeandshalldepositwithTrusteethisDeedofTrust (the deposit of which shall be deemed to constitute evidence that the unpaid sums disbursed under the Note are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.

Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items Attachment No. 7

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25. ACCELERATION 0F MATURITY. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may declare all sums advanced to Trustor under the Note and this Deed of Trust immediately due and payable.

26. BENEFICIARY’S REMEDIES. Upon the happening of an Event of Default which has not been cured within the times and in the manner provided in the DDA, Beneficiary may, in addition to other rights and remedies permitted by the DDA, the Note, or applicable law, proceed with any or all of the following remedies:
’ A. Enforce the assignment of rents and right to possession as provided for in this Deed of Trust, andlor seek appointment of a receiver to take over possession of the Security and collect Rents;
B. Enter the Security and take any actions necessary in its judgment to complete construction on the Security, either in person or through a receiver appointed by a court; C. Disburse fi'om the Loans’ proceeds any amount necessary to cure any Monetary Default under this Deed of Trust, the DDA, or the Note; - D. Commence an action to foreclose this Deed of Trust pursuant to California Code of Civil Procedure Section 725(a) e_t m. as amended, and/or seek appointment of a receiver from a court of competent jurisdiction with the authority to protect Beneficiary’s interests in the Security, including the authority to complete construction of improvements;
E. Deliver to Trustee a written declaration of Default and demand for sale, and a written Notice of Default and election to cause Trustor’s interest in the Security to be sold and exercise its power of sale as provided for below; or F. Pursue any other rights and remedies allowed at law or in equity.

27. FORECLOSURE BY POWER OF SALE. Should Beneficiary elect to foreclose by exercise of the power of sale contained in this Deed of Trust, Beneficiary shall notify Trustee .and shall deposit with Trustee this Deed of Trust (the deposit of which shall be deemed to constitute evidence that the unpaid sums disbursed under the Note are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. ' '
Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, afier lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items Attachment No. 7

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Page115of133 -121-

as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by Trustor, at public auction to thehighest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to the purchaser its deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee, or Beneficiary, may purchase at the sale.

Trustee may postpone the sale of all or any portion of the property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

28. APPLICATION OF SALE PROCEEDS. After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale as follows: first, to the payment of all sums then secured by this Deed of Trust, in such order and amounts as Beneficiary in its sole discretion determines; and second, the remainder, if any, to •the person or persons legally entitled thereto:

29. REMEDIES CUMULATIVE. No right, power or remedy conferred upon or reserved to Beneficiary by this Deed of Trust is intended to be exclusive of any other rights, powers or remedies, but each such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

GENERAL PROVISIONS

30. GOVERNING LAW. This Deed of Trust shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

31. STATEMENT OF OBLIGATION. Beneficiary may collect a fee not to exceed the maximum allowable under applicable law for furnishing a statement of obligations as provided in the California Civil Code.

32. CONSENTS AND APPROVALS. Any consent or approval of Beneficiary required under this Deed of Trust shall not be unreasonably withheld.

33. TIME. Time is of the essence in this Deed of Trust.

34. NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between Trustor and Beneficiary shall be sufficiently given and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Trustor and Beneficiary as follows:

Attachment No. 7

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as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by Trustor, at public auction to the'highest bidder for cash in lawful money of the United States - ' . payable at the time of sale. Trustee shall deliver to the purchaser its deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee, or Beneficiary, may purchase at the sale. ’ Trustee may postpone the sale of all or any portion of the property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

28. APPLICATION OF SALE PROCEEDS. After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale as follows: first, to the payment of all sums then secured by this Deed of Trust, in such order and amounts as Beneficiary in its sole discretion determines; and second, the remainder, if any, to' the person or persons legally entitled thereto .'

29. REMEDIES CUMULATIVE. No right, power or remedy conferred upon or reserVed to Beneficiary by this Deed of Trust is intended to be exclusive of any other rights, powers or remedies, but each such right, power and remedy shall be cumulative and concurrent and shall be m addition to any other right, power and remedy given hereunder or now or hereafier existing at law or in equity.

GENE PRO ONS
30 GOVERNING LAW. This Deed of Trust shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

31. STATEMENT OF OBLIGATION. Beneficiary may collects fee not to exceed the maximum allowable under applicable law for furnishing a statement of obligations as provided ‘ in the California Civil Code.

32. CONSENTS AND APPROVALS. Any consent or approval of Beneficiary required under this Deed of Trust shall not be unreasonably withheld.

33. TIME. Time is of the essence in this Deed of Trust.

Attachment No. 7
.Page9 ofl2

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.
_.
.
‘

-122-

BENEFICIARY: City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attention; City Manager
TRUSTOR: County of Los Angeles Fire Museum Association, Inc., a California non-profit corporation
9834 Flora Vista Street
Bellflower, CA 90706
Attention: Paul Schneider, President

35. BINDING UPON SUCCESSORS. 'All provisions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors -in - interest, transferees, and assigns of Trustor, Trustee, and Beneficiary.

36. WAIVER. Any waiver by Beneficiary of any obligation of Trustor in this Deed of Trust must be in writing. No waiver will be implied from any delay or failure by Beneficiary to take action on any breach or default of Trustor or to pursue any remedy allowed under the Deed of Trust or applicable law. Any extension of time granted to Trustor to perform any obligation under this Deed of Trust shall not operate as a waiver or release Trustor from any of its obligations under this Deed of Trust. Consent by Beneficiary to any act or omission by Trustor shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's written consent to future waivers.

37. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Deed of Trust must be in writing, and shall be made only if mutually agreed upon by Beneficiary and Trustor.

38. DDA CONTROLS. If there is any contradiction between this instrument and the DDA, the terms of the DDA shall control, except that Trustor shall have no defense or claim that this instrument does not establish a valid lien on the Property or the Security.

39. DEFINITIONS. Capitalized terms not otherwise defined in this Deed of Trust shall have the same meaning as defined terms in the DDA.

40. PROOFS OF CLAIM. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, recomposition or other proceedings affecting Trustor, its creditors or its property, Trustee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by Trustor hereunder after such date.

Attachment No. 7

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BENEFICIARY: City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attention: City Manager
TRUSTOR: . County of Los Angeles Fire Museum Association, Inc, a California non-profit corporation
9834 Flora Vista Street
Bellflower, CA 90706
Attention: Paul Schneider, President

35. BINDING UPON SUCCESSORS. ”All provisions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executOrs, successors-in- interest, transferees, 'and assigns of Trustor, Trustee, and Beneficiary.

36. WAIVER Any waiver by Beneficiary of any obligation of Tmstor in this Deed of Trust must be in writing. No waiver will be implied from any delay or failure by Beneficiary to take action on any breach or default of Trustor or to pursue any remedy allowed under the Deed of Trust or applicable law. Any extensit‘m of time granted to Trustor to perform any obligation under this Deed of Trust shall not operate as a waiver or release Trustor from any of its obligations under this Deed of Trust. Consent by Beneficiary to any act or omission by Trustor shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s written consent to future waivers.

37. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Deed of TruSt must be in writing, and shall be made only if mutually agreed upon by Beneficiary and Trustor.

39. DEFINITIONS. Capitalized terms not otherwise defined in this Deed of Trust shall have the same meaning as defined terms in the DDA.

Attachment No. 7

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41. SEVERABILITY. Every provision of this Deed of Trust is intended to be severable.

If any term or provision of. this Deed of Trust is declared to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the legality, validity, and enforceability of the remaining provisions shall not be affected. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt and all payments made on the debt (whether voluntary or under foreclosure or other enforcement action or procedure) shall be considered to have been first paid or applied to the payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

42. SUBSTITUTION OF TRUSTEES. Beneficiary may from time to time appoint another trustee to act in the place and stead of Trustee or any successor. Upon such appointment and without conveyance, the successor trustee shall be vested with all title, powers, and duties conferred upon Trustee.

43. ACCEPTANCE BY TRUSTEE. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

44. NONRECOURSE OBLIGATION. Except as expressly provided in the second paragraph of this section, the Trustor, and the Trustor's partners, officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Note or the performance of the covenants of the Trustor under the Deed of Trust securing the Note. The sole recourse of the Beneficiary with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note.

However, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Beneficiary, or (b) be deemed in any way to impair the right of the Beneficiary to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Trustor of personal liability for (a) fraud or willful misrepresentation; (b) the failure to pay taxes, assessments or other charges (which are not contested by Trustor in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (c) the fair market value of any personal property or fixtures removed or disposed of by Trustor other than in accordance with the Deed of Trust; (d) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; (e) the Trustor's indemnification obligations under the DDA; and (f) payment to the Beneficiary of any rental income or other income arising with respect to the Property received by the Trustor after the Beneficiary has given notice to the Attachment No, 7

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41. SEVERABILITY. Every provision of this Deed of Trust is intended to be severahl'e, If any term or provision ofthis Deed of Trust is declared to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the legality, validity, and enforceability of the remaining provisions shall not be affected. If the lien of this Deed of Trust is invalid or unenforceable as to . any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt and all payments made on the debt (whether voluntary or under foreclosure or other enforcement action or procedure) shall be considered to have been first paid or applied to the payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

44. NONRECOURSE OBLIGATION. Except as expressly provided in the second paragraph of this section, the Trustor, and the Trustor’s partners, officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Note or the performance of the covenants of the Trustor under the Deed of Trust securing the Note. The sole recourse of the Beneficiary with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; ' nothing contained herein is intended to relieve the Trustor of personal liability for (a) fraud or willful misrepresentation; (b) the' failure to pay taxes, assessments or other charges (which are not contested by Trustor in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (c) the fair market value of any personal property or fixtures removed or disposed of by Trustor other than in accordance with the Deed of Trust; (d) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; (e) the Trustor’s indemnification obligations under the.

DDA; and (t) payment to the Beneficiary of any rental income or other income arising with respect to the Property received by the Trustor after the Beneficiary has given notice to the Attachment No. 7

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Trustor of the occurrence of an Event of Default, subject to the rights of any lender providing a loan secured by the Property to which the Beneficiary has subordinated the Deed of Trust.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written.

TRUSTOR:

County of Los Angeles Fire Museum Association,
Inc., a California non-profit corporation
Dated: , 2014 By:

President
Dated: 2014 By:

Its
TRUSTOR'S SIGNATURE MUST 13E ACKNOWLEDGED]
Attachment No. 7

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Trustor of the occurrence of an Event ofDefauIL. subject to the rights of any lender providing a loan secured by the Equity to which the Beneficiary has subordinated the. Deed of Trust.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as ofthe day and year first above written.

TRUSTOR:

County of Los Angeles Fire Museum Association,
Inc., a California non-profit corporation
Dated: , 2014 By:

President
Dated: ._.____._:- 2014 By:
'Its
[TRUSTOR’S SIGNATURE MUST BEACKNOWLEDGED]
Attachment No. '7

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Page1190f133 I -125-

EXHIBIT A
Legal Description of the Property
All that certain Land situated in the State of California in the County of Los Angeles, described as follows:

Real property in the City of Bellflower, County of Los Angeles, State of California, described as follows:

Parcel A:

Parcel B:

That portion of Lot 1, 2 and 14, Block, 15, of California Cooperative Colony Tract, in theCityofBellflower, County of Los Angeles, State of California, as per map recorded in Book 21Page(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 ofeasementtotheCountyofLosAngelesrecordedinBook11090Page55OfficialRecordsofsaidCounty, said Northeasterly corner being the Northeasterly line of the strip of land 200 feetwide, described in the deed to Pacific Electric Land Company recorded in Book 2474 Page 275ofDeeds, in the office of the County Recorder of said county; thence Southeasterly along thesaidNortheasterlylineofadistanceof300feettothetruepointofbeginning; thenceSouthwesterlyatrightangleswithsaidNortheasterlyline, a distance of 120 feet; thenceSoutheasterlyparallelwiththesaidNortheasterlylineadistanceof80feet; thence NortheasterlyatrightangleswiththesaidNortheasterlyline, a distance of 120 feet to the said Northeasterlyline; thence Northwesterly thereon 80 feet to the true point of beginning.

APN: 7109-009-904
Street Address: 9834 Flora Vista Street

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EXHIBIT .A
Legal Description of the Property
All that certain Land situated in the State of California in the County of Los Angeles, described as follows:

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 rnap 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 .

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ATTACHMENT NO. 8

LICENSE AND OPERATING AGREEMENT

FOR FIRE MUSEUM
This License and Operating Agreement ("this License") is made and entered into by and between the City of Bellflower, a municipal corporation, ("Licensor") and the Los Angeles County Fire Museum Association, a California non-profit corporation ("Licensee").

WHEREAS, Licensor is constructing a two-story community events facility located at 16400-16412 Bellflower Boulevard, the first floor of which is illustrated on the attached Exhibit A (the "Event Center");
WHEREAS, Licensor and Licensee have entered into that certain disposition and development agreement date , 2014, whereby Licensor agrees to sell and Licensee agrees to purchase real property from Licensor located at 9834 Flora Vista Street (the DDA");
WHEREAS, as one of the conditions of that for sale and purchase, Licensee has agreed to construct, maintain and operate a state of the art facility for showcasing historic and current fire apparatus, dioramas, equipment and other firefighting memorabilia (the "Fire Museum") an the first floor of the Event Center; and
WHEREAS, the purpose of this License is to memorialize the understandings between Licensor and Licensee, regarding the construction, operation and maintenance of the Fire Museum.

Now, therefore, Licensor and Licensee agree as follow:

1. GRANT OF LICENSE: Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor a license to construct, operate and maintain the Fire Museum on the first floor of the Event Center, subject to all of the terms and conditions of this License.

2. USE: Licensee shall have permission to use of the Fire Museum pursuant to the following:
a) Within one hundred eighty (180) days after the effective date of this License, Licensee shall submit to Licensor's Planning Department plans necessary for issuance of a building permit for the improvements Licensee must install for the Fire Museum to be a fully operational publicly accessible destination facility (the "Fire Museum Improvements").
b) For period of at least twenty (20) full calendar years after the Fire Museum is open for public use, which date shall be memorialized by a letter from Licensor's City Manage to Licensee's President, Licensee shall display and maintain historic and current fire 1-

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ATTACHMENT NO. 8

LICENSE AND OPERATING AGREEMENT

FOR FIRE MUSEUM
This License and Operating Agreement (“this License”) is made and entered into by and between the City of Bellflower, a municipal corporation, (“Licensor”) and the Los Angeles County Fire Museum Association, a California non-profit corporation (“Licensee”).

WHEREAS, Licensor is constructing a two-story community events facility located at 16400-16412 Bellflower Boulevard, the first floor of which is illustrated on the attached Exhibit A (the “Event Center”);
WHEREAS, Licensor and Licensee have entered into that certain disposition and development agreement date 2014, whereby Licensor agrees to sell and Licensee agrees to purchase real property from Licensor located at 9834 Flora Vista Street (the “DDA” ;
WHEREAS, as one of the conditions of that for sale and purchase, Licensee has agreed to construct, maintain and operate a state of the art facility for showcasing historic and current fire apparatus, dioramas, equipment and other firefighting memorabilia (the “Fire Museum") on the first floor of the Event Center; and
WHEREAS, the purpose of this License is to memorialize the understandings between Licensor and Licensee, regarding the construction, operation and maintenance of the Fire Museum.

Now, therefore, Licensor and Licensee agree as follow:

1. GMI OF LICENSE: Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor a license to construct, operate and maintain the Fire Museum on the first floor of the Event Center, subject to all of the terms and conditions of this License. -2. USE: Licensee shall have permission to use of the Fire Museum pursuant to the following:
(a) Within one hundred eighty (180) days after the effective date of this License, Licensee shall submit to Licensor’s Planning Department plans necessary for issuance of a building permit for the improvements Licensee must install for the Fire Museum to be a fully operational publicly accessible destination facility (the “Fire Museum Improvements”).
(b) For period of at least tWenty (20) full calendar years after the Fire Museum is open for public use, which date shall be memorialized by a letter from Licensor’s City Manage to Licensee’s President, Licensee shall display and maintain historic and current fire -1-

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apparatus, dioramas, equipment and other firefighting memorabilia (the "Fire Museum Displays").
c) Licensee shall commence and complete construction of the Fire Museum Improvements on or before dates mutually agreed to by the parties (the "Schedule"). Those dates shall be memorialized by a letter from Licensor's City Manage to Licensee's President. The Schedule shall, at a minimum, (i) provide for commencement (as defined below) of the Fire Museum Improvements by a date certain that is no more than ninety (90) days after Licensee is allowed to access the Fire Museum and Event Center building to commence the installation of the Fire Museum Improvements (the "Fire Museum Improvements Commencement Date"), (ii) provide for completion (as defined below) of the Fire Museum Improvements by a date certain that is no more than one hundred twenty 120) days after the Fire Museum Improvements Commencement Date and (iii) allow public access to the Fire Museum within thirty (30) days after Licensor's issuance of Certificate of Occupancy for the Fire Museum. For purposes of this License, commencement" shall mean when Licensee has expended at least Fifty Thousand Dollars 50,000.00) on hard construction costs for the Fire Museum Improvements of Licensee has completed actual construction activities for the Fire Museum Improvements equal in value to at least Fifty Thousand Dollars ($50,000.00). For purposes of this License, completion" shall mean when Licensee is entitled to receive a Certificate of Occupancy for the Fire Museum. The Fire Museum Improvements and exhibit display construction may occur and continue after the Fire Museum has been made accessible to the public. d) Licensee shall be solely responsible for all costs incurred as a result of the Fire Museum Improvements and exhibit display construction.
e) Licensee shall make the Fire Museum available for public access at least five days per week for a minimum of six hours per day, which shall include the hours of 3:00 p.m. through 7:00 p.m. After six months of operation of Fire Museum, Licensee and City shall review hours of operations and may adjust hours of operations upon written consent of both parties.
f) Licensee shall be solely responsible for all utility costs and custodial maintenance for the Fire Museum. Separate utility meters will be installed for the Fire Museum as a component of Licensor's construction plans for the Event Center. g) Licensee shall ensure a visible presence of the Fire Museum during community events, such as the Bellflower Car Show, the Streetfests, Food Trucks & Flicks and similar activities conducted on Bellflower Boulevard between Flora Vista and Flower Streets.

Such presence shall, at a minimum, include displaying three or more historical fire vehicles on the public right-of-way abutting the Fire Museum entrance. h) At no cost to Licensor or the attendees, Licensee shall make the Fire Museum display area available for a designated number of Licensor -sponsored events per calendar year such as Gateway COG receptions, Contract Cities' receptions or other designated Attachment No. 8
License and Operating Agreement
2-

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apparatus, dioramas, equipment and other firefighting memorabilia (the “Fire Museum Displays").
(c) Licensee shall commence and complete construction of the Fire Museum Improvements on or before dates mutually agreed to by the parties (the “Schedule”). Those dates shall be memorializcd by a letter from Licensor’s City Manage to Licensee’s President. The Schedule shall, at a minimum, (i) provide for commencement (as defined below) of the Fire Museum Improvements by a date certain that is no more than ninety (90) days after Licensee is allowed to access the Fire Museum and Event Center building to commence the installation of the Fire Museum Improvements (the “Fire Museum Improvements Commencement Date”), (ii) provide for completion (as defined below) of the Fire Museum Improvements by a date certain that is no more than one hundred twenty (120) days after the Fire Museum Improvements Commencement Date and (iii) allow public access to the Fire Museum within thirty (30) days after Licensor’s issuance of Certificate of Occupancy for the Fire Museum. For purposes of this License, “commencement” shall mean when Licensee has expended at least Fifty Thousand Dollars ($50,000.00) on hard construction costs for the Fire Museum Improvements of Licensee has completed actual construction activities for the Fire Museum Improvements equal in value to at least Fifty Thousand Dollars ($50,000.00). For purposes of this License, “completion” shall mean when Licensee is entitled to receive a Certificate of Occupancy for the Fire Museum. The Fire Museum Improvements and exhibit display construction may occur and continue after the Fire Museum has been made accessible to the public. (d) Licensee shall be solely responsible for all costs incurred as a result of the Fire Museum Improvements and exhibit display construction.
(e) Licensee shall make the Fire Museum available for public access at least five days per week for a minimum of six hours per day, which shall include the hours of 3:00 pm. through 7:00 pm. After six months of operation of Fire Museum, Licensee and City shall review hours of operations and may adjust hours of operations upon written consent of both parties.
(i) Licensee shall be solely responsible for all utility costs and custodial maintenance for the Fire Museum. Separate utility meters will be installed for the Fire Museum as a component of Licensor’s construction plans for the Event Center. (g) Licensee shall ensure a visible presence of the Fire Museum during community events, such as the Bellflower Car Show, the Streetfests, Food Trucks & Flicks and similar activities conducted on Bellflower Boulevard between Flora Vista and Flower Streets.

Such presence shall, at a minimum, include displaying three or more historical fire vehicles on the public right-of-way abutting the Fire Museum entrance. (h) At no cost to Licensor or the attendees, Licensee shall make the Fire Museum display area available for a designated number of Licensor-sponsored events per calendar year (such as Gateway COG receptions, Contract Cities’ receptions or other designated Attachment No. 8
License and Operating Agreement

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Licensor -sponsored events). Licensor would be responsible for all other costs associated with those events. The designated number shall be mutually agreed to, but shall not be less than six per calendar year and no more frequently than one every two calendar months. i) Licensee may use the Fire Museum for Licensee sponsored events without being required to utilize the other portions of the Event Center. Licensee shall have a right of first refusal for use of the Event Center on the In Saturday in December of every year. Licensee shall coordinate with Event Center Caterer on use of the 2°1 Floor of the Event Center for all other events hosted by the Licensee. Licensee and Caterer shall provide each other with reasonable notice in the event of a booking or intent to book use of the rd Floor of the Event Center. Licensee may use its own caterer for Licensee events held solely on the In Floor.
j) Licensee and Licensor shall have joint access to the theater and conference center areas of the Event Center, as mutually agreed to between Licensee and Licensor's City Manager with the understanding Licensor's caterer may require access to those areas as well.
k) Licensee shall have permission to utilized adjoining public areas, such as tile abutting parking lot and Pacific Avenue right-of-way, for a certain number of events per calendar year, such as musters or drills, as mutually agreed to by Licensor's City Manager. Such events shall be subject to approval of Temporary Use Permits, issued by Licensor in its governmental capacity, but without a requirement to pay a fee for processing of those permits.
1) Licensee is not precluded from requesting use of the Event Center and Licensor shall process such requests in a manner similar to how other members of the public may request that use.
m) Except as otherwise stated herein, the parties agree Licensee's use of the Fire Museum for the Permitted Uses shall be exclusive of any other use or user. n) Licensee shall negotiate with the Event Center Caterer a fee for use of catered events on the 1st Floor of the Event Center.
o) Licensee shall grant City use of 1St Floor of the Event Center for one (1) event per year provided City gives Licensee sixty (60) days notice prior to the date of the event.

3. COMPLIANCE WITH ALL LEGAL REQUIREMENTS: In connection with the Permitted Uses, Licensee shall comply with all applicable Federal, State and local laws rules and regulations, including payment of local business taxes, if applicable.

Attachment No. 8
License and Operating Agreement
3-

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I (i) Licensee may use the Fire Museum for Licensee sponsored events without being required to utilize the other portions of the Event Center. Licensee shall have a right of first refusal for use of the Event Center on the 1“ Saturday in December of every year. Licensee shall coordinate with Event Center Caterer on use of the 2“‘1 Floor of the Event Center for all other events hosted by the Licensee. Licensee and Caterer shall provide each other with reasonable notice in the event’of a booking or intent to book use of the 2"" Floor of the Event Center. Licensee may use its own caterer for Licensee events held solely on the lSt Floor. '
(j) Licensee and Licensor shall have joint access to the theater and conference center areas of the Event Center, as mutually agreed to between Licensee and Licensor’s City Manager with the understanding Licensor’s caterer may require access to those areas as ' well.
(it) Licensee shall have permission to utilized adjoining public areas, such as the abutting .parking lot and Pacific Avenue right-of—way, for a certain number of events per calendar year, such as musters or drills, as mutually agreed to by Licensor’s City Manager. Such events shall be subject to approval of Temporary Use Permits, issued by Licensor in its governmental capacity, but without a requirement to pay a fee for processing of those permits. ' '
(l) Licensee is not precluded fiom requesting use of the Event Center and Licensor shall process such requests in. a manner similar to how other members of the public may request that use.
(m) Except as otherwise stated herein, the parties agree Licensee’s use of the Fire Museum for the Permitted Uses shall be exclusive of any other use or user. (It) Licensee shall negotiate with the Event Center Caterer a fee for use of catered events on the 1't Floor of the Event Center.
(0) Licensee shall grant City use'of 1“ Floor of the Event Center for one (1) event per year provided City gives Licensee sixty (60) days notice prior to the date of the event.

COMPLIAECE WITH ALL LEGAL REQUIREMENTS: In connection with the ' Permitted Uses, Licensee shall comply with all applicable Federal, State and local laws, rules and regulations, including payment of local business taxes, if applicable.

Attachment No. 8
License and Operating Agreement
-3.

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4. EFFECTIVE DATE OF LICENSE: This License shall
License has been signed on behalf of Licensor, as long as it of Licensee.

5. TERM: The term of this License shall be for the period December 31, 2034, (the "Term") or termination pursuant to be effective on the date this
has also been signed on behalf
from the Effective Date, until
Paragraph 16, below.

6. FEES. Licensee shall pay the following to Licensor for this License:
a) a fee for this License in the amount of Twenty-five Thousand Dollars ($25,000.00) per full calendar year this License is in effect (the "License Fee"). The License Fee shall be paid on or before January 15th of each year this License is in effect and if this License is terminated before the end of a calendar year,. Licensee shall not be entitled to reimbursement for the payment of the License Fee. The parties understand and agree, if, on or before December 1, 2014, Licensor receives a disbursement, or commitment of a disbursement, of Five Hundred Thousand Dollard ($500,000.00) from Los Angeles County Supervisor Don Knabe for the purposes of the Fire Museum, then that amount shall be credited toward the License Fee at the rate of Twenty-five Thousand Dollars ($25,000) per full calendar year the License Fee would be due; and
b) 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 Licensee'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 Licensor's City Manage to Licensee's President, and the first day of each calendar month thereafter while this License is in effect.

7. OPERATION COSTS: Licensee shall be responsible for all costsrelated to its operation of the Fire Museum.

8. MAIN 1'bNANCE: Licensee shall be responsible to maintain the Fire Museum and those portions of the Premises used in conjunction with an activity conducted by Licensee at the Fire Museum in a clean and presentable manner and keep the area abutting the Premises free from waste, debris, trash and other rubbish. Upon termination this License for any reason, Licensee shall leave the Premises free from waste, debris, trash and other rubbish and in a good condition, subject to normal wear and tear.

9. SIGNS: Any and all signs installed or used by Licensee that are visible to the public from outside the Premises shall not be installed or used without the prior written approval of Licensor's City Manager, and subject to all applicable Licensor zoning laws, rules and regulations and all required land use Licensor approvals and permits shall be obtained.

Attachment No. 8
License and Operating Agreement
4-

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4. EFFECT DATE OF LICENSE: This License shall be efieetive on the date this License has been signed on- behalf of Licensor, as long as it has also been signed on behalf of Licensee. ‘
5,. TERM: The term of this License shall be for the period from the Effective Date, until December 31, 2034, (the “Term”) or termination pursuant to Paragraph 16, below. 6, FEE. Licensee shall pay the following to Licensor for this License: ' ‘ (a) ‘ a fee for this License in the amount of Twenty-five Thousand Dollars ($25,000.00) per full calendar year this License is in effect (the “License Fee”). The License Fee shall be paid on or before January 15th of each year this License is in effect and if this License is terminated before the end of a calendar year,_ Licensee shall not be entitled to reimbursement for the payment of the License Fee. The parties understand and agree, if, on or before December 1, 2014, Licensor receives a disbursement, or commitment of a disbursement, of Five Hundred Thousand Dollard ($500,000.00) fi'om Los Angeles County Supervisor Don Knabe for the purposes of the Fire Museum, then that amount shall be credited toward the License Fee at the rate of Twenty-five Thousand Dollars ($25,000) per . full calendar year the License Fee would be due; and
(b) 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 Licensee’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 Licensor’s City Manage to Licensee’s President, and the first day of each calendar month thereafter while this License is in effect.

7. OPERATIQN CO§TS: Licensee shall be responsible for all costs related to its operation of ~ the Fire Museum.

8. W: Licensee shall be responsible to maintain the Fire Museum and those portions of the Premises used in conjunction with an activity conducted by Licensee at the Fire Museum in a clean and presentable manner and keep the area abutting the Premises free from waste, debris, trash and other rubbish. Upon termination this License for any reason,_Licensee shall leave the Premises free from waste, debris, trash and other rubbish and in a good condition, subject to normal wear and tear.

9. SIGNS: Any and all signs installed or used by Licensee that are visible to the public ii'om outside the Premises shall not be installed or used without the prior written approval of . Licensor’s City Manager, and subject to all applicable Licensor zoning laws, rules and regulations and all required land use Licensor approvals and permits shall be obtained.

Attachment No. 8
LicenSe and Operating Agreement
-4-

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10. IMPROVEMENTS: Licensee shall not make any improvements to the Fire Museum without prior approval from Licensor's Director of Planning and Building Official, as required. Upon termination of this License for any reason, any permanent or fixed improvements of any kind installed by or on behalf of Licensee shall become the property of Licensor at no cost whatsoever, including any damages for condemnation, inverse condemnation or relocation benefits or loss of goodwill.

11. LICENSEE OBLIGATIONS: Termination of this Licensee shall not terminate Licensee's obligations pursuant to Paragraphs 10, 12, 13, 15, 16 and 18.

12. TAXABLE INTEREST: This License is not intended to create any interest in real property. If it is determined, by a governmental agency dually authorized to make such decision, this License creates any taxable interest, including, but not limited to, a possessory interest, then Licensee shall be solely responsible to pay such taxes to the extent such taxes are required by law to be paid.

13. HOLD HARMLESS: Licensee agrees to and hereby does hold harmless, indemnify and. defend Licensor and its officers, agents and employees ("Indemnitees") from any claim, judgment, liability, award, damages, loss or expense, including reasonable attorney's fees and court costs, arising out of or related to the use of the Premises'by Licensee, including, but not limited to, any hazardous materials releases; provided, that Licensee's obligation to indemnify and hold harmless shall apply only to the extent Licensee, its officers, employees or agents caused the claim, loss or expense. For purposes of this License, hazardous materials shall mean any materials as defined by State or Federal laws.

14. INSURANCE: Without limiting the obligation set forth in the immediately preceding sentence, during the term of this License Licensee shall provide evidence of insurance as provided in Exhibit B. In addition, prior to commencement of construction of the Fire Museum and until that construction is completed, Licensee shall provide Licensor an All - Risk Builder's policy in an amount appropriate for the Fire Museum construction, as reasonably determined by City's Building Official.

15. NO LIENS ON PREMISES: Licensee shall not permit or suffer any mechanic's or materialman's or other lien of any kind or nature to be recorded or enforced against the Premises for any work done or materials furnished thereon at the instance of requirement of or on behalf of Licensee; and Licensee agrees to indemnify and hold harmless Licensor and the Premises against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with such work done, labor performed or material furnished in connection with Licensee's use of the Premises.

16. RIGHT TO TERMINATE/NO DISPLACEMENT LIABILITY: Either party shall have the right to terminate this License, with or without cause, upon one hundred twenty -days' (120 - days') written notice to the non -terminating party. Licensor shall not be liable (i) for any displacement or relocation benefits or expenses experienced by Licensee, (ii) for reimbursement for any improvements installed by Licensee or (iii) for any damages in Attachment No. 8
License and Operating Agreement
5-

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10. 11.

12. l3.

14. 15.

16. IMPROVEMENTS: Licensee shall not make any improvements to the Fire Museum without prior approval from Licensor’s Director of Planning and Building Official, as required. Upon termination of this License for any reason, any permanent or fixed improvements of any kind installed by or on behalf of Licensee shall become the property of Licensor at no cost whatsoever, including any damages for condemnation, inverse ' condemnation or relocation benefits or loss of goodwill.

LICELISEE OBLIGATIONS: Termination of this Licensee shall not terminate Licensee’s obligations pursuant to Paragraphs 10, 12, 13, 15, 16 and 18.

TMLE INTEREST: This License is not intended to create any interest in real property. If it is determined, by a governmental agency dually authorized to make such decision, this License creates any taxable interest, including, but not limited to, a possessory interest, then Licensee shall be solely responsible to pay such taxes to the extent such taxes are required by law to be paid.

HOLD HARMLESS: Licensee agrees to and hereby does hold harmless, indemnify and- defend Licensor and its officers, agents and employees (“Indemnitees”) from any claim, judgment, liability, award, damages, loss or expense, including reasonable attorney’s fees and court costs, arising out of or related to the use of the Premises'by Licensee, including, but not limited to, any hazardous materials releases; provided, that Licensee’s obligation to indemnify and hold harmless shall apply only to the extent Licensee, its officers, employees or agents caused the claim, loss or expense. For purposes of this License, hazardous materials shall mean any materials as defined by State or Federal laws.

INSURANCE: Without limiting the obligation set forth in the immediately preceding sentence, duringthe term of this License Licensee shall provide evidence of insurance as provided in Exhibit B. In addition, prior to commencement of construction of the Fire Museum and until that construction is completed, Licensee shall provide Licensor an All- Risk Builder’s policy in an amount appropriate for the Fire Museum construction, as reasonably determined by City’s Building Official.

NO LIENS ON PREMI§ESz Licensee shall not permit or suffer any mechanic’s or materiahnan’s or other lien of any kind or nature to be recorded or enforced against the Premises for any work done or materials furnished thereon at the instance of requirement of or on behalf of Licensee; and Licensee agrees to indemnify and hold harmless Licensor and the Premises against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with such work done, labor performed or material furnished in connection with Licensee’s use of the Premises.

EIGHT TO TERMINATE/N0 DISPLACEMENT LIABILITY: Either party shall have the right to terminate this License, with or without cause, upon one hundred twenty-days’ (120- days’) written notice to the non—tenninating party. Licensor shall not be liable (i) for any displacement or (relocation benefits or expenses experienced by Licensee, (ii) for reimbursement for any improvements installed by Licensee or (iii) for any damages in Attachment No. 8
License and Operating Agreement -5-

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condemnation, inverse condemnation, loss of goodwill or other legal or equitable bases resulting, directly or indirectly, from any action or inaction of or on behalf of Licensor that may be in any way connected with any termination of this License for any reason or any relocation of Licensee from the Premises for any reason.

17. GOVERNING LAW: The terms of this License shall be interpreted according to the laws of the State of California. If arises out of this License, then venue shall be in the Superior Court of Los Angeles County.

18. LITIGATION FEES: If either party commences action against the other party arising out of or in connection with this License, then the prevailing party shall be entitled to have and recover from the other party reasonable attorneys' fees and costs of suit.

19. TRANSFERABILITY AND ASSIGNABILITY: The License is neither transferable nor assignable by Licensee without the written consent of Licensor.

20. NOTICES: All notices given or required to be given pursuant to this License shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows:

To Licensor:

City of Bellflower
Attn: City Manager
16600 Civic Center Drive
Bellflower, CA 90706
To Licensee:

County of Los Angeles Fire Museum Association
Attn: President
9834 Flora Vista Street
Bellflower, CA 90706

21. ENTIRE AGREEMENT: This License (i) constitutes the entire agreement of the parties hereto relating to the use, operation and maintenance of the Premises and (ii) shall supersede any and all prior written or oral negotiations or agreements of the parties relating to the Premises. This License shall not be modified in any particular except by a written amendment duly executed by the parties.

LICENSEE
Dated: By:

Its
Attachment No. 8
License and Operating Agreement
6-

Page 126 of 133 ends

17. 18.

19. 20.

21. Dated: By:
condemnation, inverse condemnation, loss of goodwill or other legal or equitable bases resulting, directly or indirectly, from any action or inaction of or on behalf of Licensor that may be in any way connected with any termination of this License for any reason or any relocation of Licensee from the Premises for any reason.

GOVERNING LAW: The terms of this License shall be interpreted according to the laws of the State of California. If arises out of this License, then venue shall be' in the Superior Court of Los Angeles County.

LITIGATION FEES: If either party commences action against the other party arising out of or in connection with this License, then the prevailing party shall be entitled to have and recover from the other party reasonable attorneys’ fees and costs of suit.

TRANSFERABILITY AND A§SIGNAEILITY: The License is neither transferable nor assignable by Licensee without the written consent of Licensor.

NOTICES: All notices given or required to be given pursuant to this License shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows:

To Licensor:

City of Bellflower
Attn: City Manager
16600 Civic Center Drive
Bellflower, CA 90706
To Licensee:

County of Los Angeles Fire Museum Association
Attn: President
9834 Flora Vista Street
Bellflower, CA 90706
fllfl AGREEMENT: This License (i) constitutes the entire agreement of the parties hereto relating to the use, operation and maintenance of the Premises and (ii) shall supersede any and all prior written or oral negotiations or agreements of the parties relating to the Premises. This» License shall not be modified in any particular except by a written amendment duly executed by the parties.

LICENSEE
Its
Attachment No. 8
License and Operating Agreement
--

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Dated: By:

Its
APPROVED AS TO FORM:

LAW OFFICES OF CHRISTOPHER R. MALLICOAT
By:

Christopher R. Mallicoai, Attorney at Law

LICENSOR
Dated: By:

Jeffrey L. Stewart, City Manager
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:

Joseph W. Pannone, City Attorney
Attachment No. 8
License and Operating Agreement
7_

Page 127 of 133 ends

Its
APPROVED AS TO FORM":

LAW OFFICES OF CHRISTOPHER R. MALLICOAT
By:

Christopher" R. Malliooat, Attorney at Law

LICENSOR
Dated: By:

Jefi‘rey L. Stewan, City Manager
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
By:

Joseph W. Pannone, City Attorney
Attachment No. 8
License and Operating Agreement- -7.

Page 127 of 133 ends

EXHIBIT A

FIRE MUSEUM AREA
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Page 1 of 1 ends

Page 128 of 133 ends

EXHIBIT A

FIRE MUSEUM AREA
(Imx'mdiately behind this page)
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Page 128 of 133 ends

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Page 129 of 133 ends

CITY OF BELLFLOWER

EXIIBIT B -

INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Agreement, Licensee will maintain insurance in conformance with the requirements set forth below. Licensee will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, then Licensee agrees to amend, supplement or endorse the existing coverage to do so. Licensee acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Licensor in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to Licensor.

Licensee shall provide the following types and amounts of insurance:

Commercial General Liability Insurance using insurance Services Office "Commercial General Liability" policy from CG 00 01 or an acceptable equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence.

Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including symbol 1 Any Auto) or an acceptable equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Licensee owns no vehicles, then this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Licensee or Licensee's employees will use personal autos in any way on this project, then Licensee shall provide evidence of personal auto liability coverage for each such person.

Property Damage Insurance in an amount of not less than $1,000,000 for damage to the property of each person on account of any one occurrence.

Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits.

Insurance procured pursuant to these requirements shall be written by insurer that are admitted carriers in the state California and with an A.M. Bests rating of A- or better and a minimum financial size VII.

General conditions pertaining to provision of insurance coverage by Licensee. Licensee and Licensor agree to the following with respect to insurance provided by Licensee:

1. Licensee agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds Licensor, and its officials, employees and' agents, using standard ISO endorsement No. CG 2010 or an acceptable equivalent.

Licensee also agrees to require all Licensees, and subcontractors to do likewise.

Page I of 5

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Bellflower City CouncilMarch 25, 2024

Bellflower City Council
March 25, 2024