Agenda packet, regular meeting — Buena Park City Council, May 14, 2024 (part 2 of 3)

EVANSTON INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV – Commercial General Liability Conditions:

We waive any right of recovery we may have against any person or organization shown in the Schedule of this endorsement. This waiver applies only to the person or organization shown in the Schedule of this endorsement.

All other terms and conditions remain unchanged.

SCHEDULE

COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: MKLV5PBC004560
Name Of Person Or Organization:

Additional Premium: Included
Any person(s) or organization(s) with whom the Named Insured agrees, in a written contract executed prior to the "occurrence", to waive rights of recovery DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1IL 00 17 11 98

COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the
Declarations may cancel this policy by mailing
or delivering to us advance written notice of
cancellation.

2. We may cancel this policy by mailing or
delivering to the first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment of
premium; or
b. 30 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to the first
Named Insured's last mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this policy is cancelled, we will send the first
Named Insured any premium refund due. If we
cancel, the refund will be pro rata. If the first
Named Insured cancels, the refund may be
less than pro rata. The cancellation will be
effective even if we have not made or offered a
refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

B. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.

The first Named Insured shown in the Declarations
is authorized to make changes in the terms of this
policy with our consent. This policy's terms can be
amended or waived only by endorsement issued
by us and made a part of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and
records as they relate to this policy at any time
during the policy period and up to three years
afterward.

D. Inspections And Surveys

1. We have the right to:
a. Make inspections and surveys at any time;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2. We are not obligated to make any inspections,
surveys, reports or recommendations and any
such actions we do undertake relate only to
insurability and the premiums to be charged.

We do not make safety inspections. We do not
undertake to perform the duty of any person or
organization to provide for the health or safety
of workers or the public. And we do not warrant
that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

3. Paragraphs 1. and 2. of this condition apply not
only to us, but also to any rating, advisory, rate
service or similar organization which makes
insurance inspections, surveys, reports or
recommendations.

4. Paragraph 2. of this condition does not apply to
any inspections, surveys, reports or
recommendations we may make relative to
certification, under state or municipal statutes,
ordinances or regulations, of boilers, pressure
vessels or elevators.

E. Premiums
The first Named Insured shown in the
Declarations:

1. Is responsible for the payment of all premiums;
and

2. Will be the payee for any return premiums we
pay.

F. Transfer Of Your Rights And Duties Under This
Policy
Your rights and duties under this policy may not be
transferred without our written consent except in
the case of death of an individual named insured.

If you die, your rights and duties will be transferred
to your legal representative but only while acting
within the scope of duties as your legal
representative. Until your legal representative is
appointed, anyone having proper temporary
custody of your property will have your rights and
duties but only with respect to that property.

INTERLINE
IL 00 17 11 98
10 days
30 days
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EVANSTON INSURANCE COMPANY

COMMERCIAL EXCESS LIABILITY POLICY DECLARATIONS
Named Insured and Mailing Address (No., Street, Town or City, County, State, Zip Code) Pacific Aquascape, Inc
17520 NEWHOPE ST STE 120
FOUNTAIN VALLEY, CA 92708-8203

IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF

THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY.

These declarations, together with the Coverage Form and any Endorsement(s), complete the above numbered policy.

RENEWAL OF POLICY: MKLV5EUL103255
Policy Period: From 04/30/2022 04/30/2023 at 12:01 A.M. Standard Time at your mailing address shown above.

Each Occurrence Limit: 5,000,000
Aggregate Limit: 5,000,000
Policy Premium: 92,700.00
Terrorism Premium: Not Applicable
Fees (Where Applicable) Not Applicable
Total Premium: 92,700.00
Audit Period:

Not Applicable Annual Semi-Annual Quarterly Monthly Premium Basis: Rate:

Producer Number, Name and Mailing Address
210803
CRC Insurance Services, Inc.
515 South Figueroa Street, Suite 600
Los Angeles, CA 90071
Forms and Endorsements applying to this Coverage Part and made part of this policy at time of issue:

Per Forms Schedule
Per Schedule Of Underlying Insurance
Countersigned: By:

DATE AUTHORIZED REPRESENTATIVE
05/12/2022
Schedule Of Underlying Insurance
Endorsements
Rating Basis (If Subject To Audit)
Payable At Inception$
$
$
$
Premium
$
$
Limits Of Insurance
to
POLICY NUMBER.: MKLV5EUL104132

XXXXXXX

XXXXXXX
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D

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CITY OF BUENA PARK
Department of Public Works

Amendment No. 1 to Professional Services Agreement No. 23-04

PROJECT NAME: Peak Park and Boisseranc Park Pool Improvements Project

SCOPE OF WORK: Additional design services

CONSULTANT: Pacific Advanced Civil Engineering, Inc.
17250 Newhope Street, Suite 200
Fountain Valley, CA 92708

This Amendment No. 1 to Agreement No. 23-04 (”Amendment”) is dated June 12, 2023, and is entered into between the City of Buena Park, a California municipal corporation (“City”), and Pacific Advanced Civil Engineering, Inc., a California corporation (“Consultant”), with reference to the following facts:

RECITALS

WHEREAS, the City and Consultant (jointly at times hereinafter the “Parties”) previously entered into that certain Professional Services Agreement No. 23-04 dated February 14, 2023 (“Agreement”), pursuant to which Consultant was retained by the City to provide professional design engineering services for the Peak Park and Boisseranc Park pool improvement project, as such “Services” and “Project” are more specifically defined in the Agreement; and.

WHEREAS, the City and Consultant desire to amend the Agreement to expand the Services to be provided by Consultant to include additional design services for the Project.

NOW THEREFORE, for good and valuable consideration the Parties agree as follows:

1. ADDITIONAL SERVICES. In addition to the “Services” defined in Section 2 of the Agreement, Consultant shall perform those additional services that are set forth in Consultant’s Proposal dated June 5, 2023, attached hereto this Amendment as Exhibit “A” (“Additional Services”)

2. TIME OF PERFORMANCE. Consultant shall commence performance of the Services immediately upon receipt of a written notice from the Designated Official and shall perform the Additional Services in a timely and diligent manner in accordance with the Schedule of Performance for the Original Services so as not to delay the overall Project.

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3. ADDITIONAL COMPENSATION. In to the Compensation to be paid Consultant under the Agreement, as full and complete compensation for Consultant’s provision of the Additional Services under this Amendment, including reimbursement of expenses, City shall pay Consultant the NOT TO EXCEED amount of $45,790.00, thereby increasing the total aggregate NOT TO EXCEED compensation that may be paid Consultant under this Amendment and the Agreement to $132,710.00. The not to exceed amounts established for the Services described in Exhibit “A” to the Agreement, and not to exceed amounts established for the Additional Services described in Exhibit “A” to this Amendment, respectively, shall be considered separate, and the compensation that is allocated to each may not be reallocated to cover cost overages in performance of the other in the other absent the advance written approval from the City.

4. INCORPORATION OF AGREEMENT. Except as expressly modified or supplemented by this Amendment, all of the provisions of the Agreement shall remain unaltered and in full force and effect and incorporated herein by this reference. In the event of a conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment control.

CITY OF BUENA PARK PACIFIC ADVANCED CIVIL ENGINEERING, INC.

A Municipal Corporation A California corporation

BY:

Aaron France, City Manager Mark Krebs, President

DATE: ______________________________

ATTEST:

____________________________________
Zirang Song, Vice President/Recreational
Water Division Manager
BY:

Adria M. Jimenez, MMC, City Clerk

APPROVED AS TO FORM:

BY:

Christopher G. Cardinale, City Attorney

DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 6/21/2023 | 1:40:14 PM PDT

PAGE 1 OF 13

PROFESSIONAL SERVICES AGREEMENT
NO. 23-04

DATE: 02/14/2023

PROJECT: Peak Park and Boisseranc Park Pool Improvements Project

PARTIES TO THE AGREEMENT:
“CITY” The CITY OF BUENA PARK, a California municipal corporation

Designated Official: Name: Mina Mikhael
Title: Director of Public Works/City Engineer
Telephone: (714) 562-3672

Mailing Address: 6650 Beach Boulevard
P.O. Box 5009
Buena Park, CA 90622-5009

THE CONSULTANT Pacific Advanced Civil Engineering, Inc.

Name of Business

Representative: Name: Zirang Song, MS, PE
Title: Vice President
Telephone: (714) 514-8824
Address:

Mailing Address: 17250 Newhope Street, Suite 200
Fountain Valley, CA 92708

TERM OF SERVICE:

Commencement Date: 02/14/2023
Completion Date: 03/31/2024
CONTRACT AMOUNT: $86,920

APPROVED BY: ( ) City Council ( X ) City Manager ( ) Director of Public Works

THIS AGREEMENT MUST BE FIRST EXECUTED BY THE CONSULTANT OR ITS

REPRESENTATIVE AND APPROVED AS TO FORM BY THE CITY ATTORNEY BEFORE THE AGREEMENT MAY BE EXECUTED ON BEHALF OF THE CITY OF BUENA PARK.

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This Professional Services Agreement (“Agreement”) is dated February 14, 2023, and is between Pacific Advanced Civil Engineering, Inc., a California corporation, (the "CONSULTANT") and the CITY OF BUENA PARK, a California municipal corporation (the "CITY"). The CONSULTANT and the CITY are sometimes referred to herein collectively as the “Parties” and singularly as “Party”.

R E C I T A L S
A. The CITY desires to enter into this Agreement with CONSULTANT as an independent contractor to perform the following services: Professional Design Engineering Services for the Peak Park and Boisseranc Park Pool Improvments Project (collectively, the “Project”).

B. The CONSULTANT is fully qualified to perform the tasks necessary for this Project by virtue of its experience and the training, education and expertise of its principals and employees.

The Parties therefore agree as follows:

1.0 EMPLOYMENT OF CONSULTANT. The CITY shall engage the CONSULTANT and the CONSULTANT shall perform the services required under this Agreement.

2.0 SCOPE OF SERVICES. The CONSULTANT shall perform during the term of this Agreement, those services set forth in the REQUEST FOR PROPOSAL attached hereto as Exhibit "A" (collectively, the “Services”), all to CITY’s reasonable satisfaction. The CONSULTANT shall commence performance of the Services upon receipt of a written notice from the Designated Official authorizing the CONSULTANT to proceed, and only to the extent of such authorization.

The CITY may, from time to time, request changes in the scope of services of the CONSULTANT to be performed under this Agreement. Such changes shall be in the form of a written amendment to this Agreement signed by both Parties and shall include any additional compensation agreed to by the Parties.

3.0 TIME OF PERFORMANCE. The CONSULTANT shall commence performance of the Services immediately upon receipt of a written notice from the Designated Official and shall perform the Services in a timely, diligent manner in accordance with the Schedule of Performance included in Exhibit A.

4.0 TERM. The term of this Agreement shall commence on February 14, 2023, and shall remain in full force and effect until March 31, 2024, unless sooner terminated as provided in Section 10 of this Agreement.

5.0 COMPENSATION. [IF COMPENSATION IS BASED ON AN HOURLY RATE, USE THE FOLLOWING LANGUAGE: As full and complete compensation for CONSULTANT’s services provided under this Agreement, CITY shall pay CONSULTANT the total “NOT-TO- EXCEED” amount of $86,920, as set forth in the CONSULTANT’s PROPOSAL, attached hereto as Exhibit “A.” No claims for additional compensation shall be allowed unless authorized in advance by the CITY in writing. Any additional work or expenses authorized by the CITY shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate agreed to by the Parties. The CITY shall make payment for additional services and expenses in accordance with Section 6.0 of this Agreement.

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6.0 PAYMENT. Each month, the CONSULTANT shall submit invoices to the CITY for the services performed and any authorized reimbursable expenses incurred. The invoices shall describe in detail the services rendered during each day of the period, and shall show the days worked, personnel performing the services, number of hours worked, the hourly rates charged, milestone achievements, and, if applicable, reimbursable expenses incurred. The CONSULTANT shall remit the invoices to the address for the CITY specified on page one of this Agreement. The CITY shall review all invoices and notify the CONSULTANT in writing within ten (10) business days of any disputed amounts. The CITY shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt, up to the maximum compensation amount set forth in Section 5.0 of this Agreement. The CITY shall not withhold federal or state payroll or other taxes, or make deductions, from payments made to the CONSULTANT.

7.0 STANDARD OF SKILL. The CONSULTANT warrants that it possesses the professional expertise necessary to perform the Services. The CITY relies upon the skill of the CONSULTANT, and the CONSULTANT's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and the CONSULTANT and CONSULTANT’s staff, shall perform the Services in such manner. The CONSULTANT shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of the CONSULTANT's work by the CITY shall not operate as a release of the CONSULTANT from such standard of care and workmanship.

8.0 INDEPENDENT CONTRACTOR. The CONSULTANT is retained by the CITY only to the extent set forth in this Agreement, and the CONSULTANT's relationship to the CITY is that of an independent contractor. The CONSULTANT shall be free to dispose of all portions of the CONSULTANT's time and activities that the CONSULTANT is not obligated to devote to the CITY in such a manner, and to such persons, firms or corporations, as the CONSULTANT sees fit except as expressly provided in this Agreement. Neither the CITY nor any of its agents shall have control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT shall not have the status of an employee under this Agreement, or be entitled to participate in any insurance, medical care, vacation, sick leave or other benefits provided for the CITY's officers or employees. The CONSULTANT shall have no power to incur any debt, obligation or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. The CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the CITY. The CONSULTANT shall pay all required taxes on amounts paid to the CONSULTANT under this Agreement, and indemnify and hold the CITY harmless from any and all taxes, assessments, penalties and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. The CONSULTANT shall fully comply with applicable workers’ compensation laws regarding the CONSULTANT and the CONSULTANT’s employees. The CONSULTANT shall indemnify and hold the CITY harmless from any failure of the CONSULTANT to comply with applicable workers’ compensation laws.

The CITY may offset against the amount of any compensation due to the CONSULTANT under this Agreement any amount due to the CITY from the CONSULTANT as a result of the CONSULTANT’s failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section 8.0.

9.0 INDEMNIFICATION. The CONSULTANT and the CITY agree that the CITY, its employees, agents and officials should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 4 OF 13

intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the CITY and the Indemnitees. The CONSULTANT acknowledges that the CITY would not have entered into this Agreement in the absence of the commitment of the CONSULTANT to indemnify and protect the CITY and the Indemnitees, as set forth in this Agreement.

9.1 Indemnity for COVID-19: As between the CONSULTANT and the CITY, the CONSULTANT expressly assumes any and all risks associated with providing these contract services in context of the COVID-19 pandemic, and the CONSULTANT’S indemnification obligations hereunder expressly include any and all claims loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys’ fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to COVID-19 or any variants and the CONSULTANT’S services under this Agreement.

9.2 Indemnity for Design Professional Services. To the fullest extent permitted by law, the CONSULTANT shall, at its sole cost and expense, indemnify and hold harmless the CITY, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials (collectively “Indemnitees” in this Section 9.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense (collectively “Claims”), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of the CONSULTANT, or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that the CONSULTANT shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code § 2782.8(c)(2). Not withstanding the foregoing, this indemnity clause shall apply solely to the extent any such liabilities, claims, damages, losses, costs, expenses, injuries, causes of action, or judgments are caused by the negligent acts, errors or omissions of CONSULTANT, its agents or employees, or anyone for whom the CONSULTANT is legally liable, arising out of the performance of this Agreement”.

9.3 Indemnity. To the fullest extent permitted by law, the CONSULTANT shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the CITY, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials (collectively “Indemnitees” in this Section 9.0) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions, or willful misconduct, of the CONSULTANT, or its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that the CONSULTANT shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Not withstanding the foregoing, this indemnity clause shall apply solely to the extent any such liabilities, claims, damages, losses, costs, expenses, injuries, causes of action, or judgments DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 5 OF 13

are caused by the negligent acts, errors or omissions of CONSULTANT, its agents or employees, or anyone for whom the CONSULTANT is legally liable, arising out of the performance of this Agreement”.

9.4 Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, CONSULTANT shall, at its sole cost and expense, to protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Damages”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of CONSULTANT, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. CONSULTANT shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense.

CONSULTANT shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

9.5 The obligations of the CONSULTANT under this or any other provision of this Agreement shall not be limited by the provisions of any workers’ compensation act or similar act.

The CONSULTANT expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. The CONSULTANT’s indemnity obligation set forth in this Section 9.0 shall not be limited by the limits of any policies of insurance required or provided by the CONSULTANT pursuant to this Agreement.

9.6 The CONSULTANT’s covenant under this Section 9.0 shall survive the expiration or termination of this Agreement.

10.0 TERMINATION OF AGREEMENT. The CITY may terminate this Agreement at any time during the term of the Agreement by giving the CONSULTANT not less than thirty (30) calendar days’ prior written notice. The CONSULTANT may only terminate this Agreement for cause, and by giving the CITY prior notice in writing with a reasonable opportunity to cure any purported default. If the Agreement is terminated by the CITY, and provided CONSULTANT is not then in breach, the CONSULTANT shall be paid for services satisfactorily rendered to the last working day the Agreement is in effect, and the CONSULTANT shall have no other claim against the CITY by reason of such termination. This Agreement may be extended beyond the term only by the written agreement of both Parties prior to the expiration of the term of the Agreement.

11.0 SAFETY REQUIREMENTS. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The CITY may issue restraint or cease and desist orders to the CONSULTANT when unsafe or harmful acts are observed or reported relative to the performance of the Services. The CONSULTANT shall maintain the work sites free of hazards to persons and property resulting from its operations. The CONSULTANT shall immediately report to the CITY any hazardous condition noted by the CONSULTANT.

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12.0 MANDATORY INSURANCE. The CONSULTANT shall maintain the following insurance coverage throughout the term of this Agreement, and, upon the CITY’s request, the CONSULTANT shall provide the CITY with evidence of such coverage, which may include visual inspection of all policies, copies of declarations page, endorsements signed by an authorized representative of the underwriting company, or certificates of insurance. Insurance coverage shall be provided in the forms and coverage amounts set forth in this Section 12.0.

12.1 Minimum Scope of Insurance. The CONSULTANT shall maintain policies with coverage at least as broad as:
(a) Insurance Services Office Commercial General Liability insurance (occurrence Form Number CG 00 01).
(b) Automobile Liability insurance with coverage at least as broad as Insurance Services Office Form Number CA 0001 covering “Any Auto” (Symbol 1). (c) Workers Compensation insurance as required by the State of California, and Employer's Liability insurance.
(d) Professional Liability Insurance.

12.2 Minimum Limits of Insurance. The CONSULTANT shall maintain insurance coverage limits not less than:
(a) General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit, and shall contain specific language creating a duty to defend against any suit seeking damages. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
(c) Employer's Liability: $1,000,000 per accident for bodily injury or disease. (d) Professional liability: $2,000,000 per claim, with an extended reporting period of not less than two years.

12.3 Deductibles and Self-insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the CITY prior to the CONSULTANT commencing any work under this Agreement. At the CITY’s option, either: (i) the insurer shall reduce or eliminate the deductibles or self–insured retentions with respect to the CITY, its elected officials, officers, attorneys, agents, employees and designated volunteers; or (ii) the CONSULTANT shall provide a bond or other financial guarantee, satisfactory to the CITY, guaranteeing payment of losses and related investigations, claim administration and defense expenses.

12.4 Required Endorsements. Each insurance policy required by this Section 12.0 shall be endorsed as follows:
(a) Except with respect to any employer’s liability or professional liability/errors and omission liability policies required by this Section 12.0, the CITY, its elected officials, officers, DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 7 OF 13

attorneys, agents, employees, independent contractors serving in the role of city officials and designated volunteers shall be named as additional insureds (collectively, “Additional Insureds” sometimes hereafter in this Section 12.0).
(b) Additional Insured Endorsements shall not:
(1) Be limited to “Ongoing Operations”;
(2) Exclude “Contractual Operations”;
(3) Restrict coverage to the “Sole” liability of the CONSULTANT; or (4) Contain any other exclusion contrary to this Agreement. (c) For any claims related to the Project, this Agreement or the services performed under this Agreement, the CONSULTANT's insurance coverage shall be primary to any other similar insurance carried by the CITY. Any insurance or self-insurance maintained by the CITY or any of the Additional Insureds, shall be in excess of the CONSULTANT's insurance and shall not be called upon to contribute with it.
(d) All insurance coverage shall contain a provision that prohibits cancellation, modification or lapse without thirty (30) calendar days' prior written notice from insurer to the CITY.

The notice shall be provided via certified mail, return receipt requested. The CONSULTANT shall require its insurer to modify the applicable policy and all certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (e) Each policy shall be endorsed to state that the insurer waives the right of subrogation against the CITY and its officers, employees, agents, independent contractors serving in the role of city officials and designated volunteers.

12.5 Other Insurance Provisions. The CONSULTANT and the CITY further agree as follows:
(a) All insurance coverage and limits provided pursuant to this Agreement shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Agreement or any other agreement relating to the CITY or its operations limits the application of the insurance coverage.
(b) Requirements of specific coverage features or limits contained in this Section 12.0 are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any Party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. (c) All insurance coverage shall cover the CONSULTANT’s operations pursuant to the terms of this Agreement.
(d) Any actual or alleged failure on the part of the CITY or any other additional insured under these requirements to obtain proof of insurance required under this Agreement in DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 8 OF 13

no way waives any right or remedy of the CITY or any additional insured, in this or any other regard.
(e) In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, the CITY has the right, but not the duty, to obtain the insurance it deems necessary and the CONSULTANT shall promptly reimburse to the CITY any premium paid by the CITY.
(f) The CONSULTANT shall provide immediate notice to the CITY of any claim or loss against the CONSULTANT that includes the CITY or any of the Additional Insureds as a defendant. The CITY assumes no obligation or liability from the notice. The CITY shall have the right, but not the duty, to monitor the handling of the claim or claims if they are likely to involve the CITY.

12.6 Acceptability of Insurers. All insurance coverage required by this Section 12.0 shall be written by insurers admitted to conduct business in the State of California by the Department of Insurance and rated “A:VIII” in the most recent A.M. Best's Insurance Rating Guide.

12.7 Verification of Coverage. The CONSULTANT shall furnish the CITY with evidence of the insurance required by this Section 12.0, satisfactory to the CITY. The evidence shall consist of original certificates of insurance and amendatory endorsements, including an additional insured endorsement. The endorsements shall be on forms provided by the CITY or on such other forms approved by the CITY in writing, and amended to conform to the CITY's requirements. The CONSULTANT shall file all certificates of insurance and fully executed endorsements with the CITY before commencing performance of the Services. Thereafter, the CONSULTANT shall provide proof that the policies of insurance required under this Agreement and expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. The CONSULTANT shall furnish such proof to the CITY prior to the expiration of the affected coverages. The CITY may require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. The CONSULTANT shall provide complete copies of policies to the CITY upon request.

12.8 Subcontractors. The CONSULTANT shall include all subcontractors, or any other party involved in the performance of the Services, as insureds under its policies or shall require subcontractors or any other party involved in the Project by the CONSULTANT to carry the same insurance as required in this Section 12.0. The CONSULTANT shall obtain certificates evidencing the coverage and make reasonable efforts to ensure that the coverage is provided as required in this Section 12.0. The CONSULTANT shall require that no contract used by any subcontractor, or contract the CONSULTANT enters into on behalf of the CITY, shall reserve the right to charge back to the CITY the cost of insurance required by this Agreement. The CONSULTANT shall, upon request, submit to the CITY for review, all agreements with subcontractors or others with whom the CONSULTANT contracts with on behalf of the CITY, and all certificates of insurance obtained in compliance with this Section 12.8. The CITY’s failure to request copies of the documents shall not impose any liability on the CITY, or its employees, or be deemed a waiver of any of the CITY’s rights.

13.0 WORK PRODUCT.

13.1 Deliverables. The CONSULTANT shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 9 OF 13

Agreement. The CONSULTANT shall, upon request by the CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to the CONSULTANT by the CITY.

13.2 Ownership.

(a) All draft and final reports, documents and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files or other media whatsoever, created or developed by the CONSULTANT in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of the CITY. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of CITY without restriction or limitation upon their use, duplication or dissemination by the CITY upon final payment being made. The CONSULTANT shall not obtain or attempt to obtain copyright protection as to any of the Work Product.

(b) The CONSULTANT hereby assigns to the CITY all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights that are not otherwise vested in the CITY pursuant to subsection (a) above.

(c) The CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, the CITY shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. The CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants, attorneys, designated volunteers and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that the CITY’s use of any of the Work Product is violating federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights or interests in products, ideas or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event any the use of any of the Work Product or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall:
(a) secure for the CITY the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for the CITY; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. The CONSULTANT’s covenants under this Section 13.2 shall survive the expiration or termination of this Agreement.

13.3 Confidentiality. Except as otherwise required by law, the CONSULTANT shall not disclose, publish or authorize others to disclose or publish, design data, drawings, specifications, reports or other information pertaining to the Project assigned to the CONSULTANT by the CITY or other information to which the CONSULTANT has had access during the term of this Agreement without the Designated Official’s prior written approval.

CONSULTANT’s covenant under this Section 13.3 shall survive the expiration or termination of this Agreement.

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13.4 Records. The CONSULTANT shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information relating to the Services, as required by the CITY or the Designated Official. The CONSULTANT shall maintain adequate records on services provided in sufficient detail to permit an evaluation of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. At all times during regular business hours, the CONSULTANT shall provide access to such books and records to the Designated Official, or his or her designees, and shall give the Designated Official, or his or her designees, the right to examine and audit such books and records and to make transcripts as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement.

14.0 ASSIGNMENT AND SUBCONTRACTING. This Agreement is personal to the CONSULTANT, and the CITY has entered this Agreement in reliance on the CONSULTANT’s skill, competence and experience. The CONSULTANT shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without the CITY’s prior written consent, by and through the Designated Official. The CITY’s consent to an assignment of rights under this Agreement shall not release the CONSULTANT from any of its obligations or alter any of its obligations to be performed under this Agreement. Any attempt at assignment or delegation by the CONSULTANT in violation of this Section 14.0 shall be void and of no effect and shall entitle the CITY to immediately terminate this Agreement for cause. The CONSULTANT's services under to this Agreement shall be provided by the Representative or directly under the supervision of the Representative and the CONSULTANT shall not assign another to supervise the CONSULTANT's performance of this Agreement without the CITY’s prior written approval, by and through the Designated Official. As used in this Section 14.0, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. The CONSULTANT shall not subcontract any performance required under this Agreement without the CITY’s prior written consent.

15.0 MISCELLANEOUS TERMS.

15.1 Nuisance. The CONSULTANT shall not maintain, commit or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

15.2 Permits and Licenses. The CONSULTANT, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

15.3 Conflicts of Interest. The CONSULTANT shall comply with all applicable federal, state and local conflict of Interest laws, including the Political Reform Act (Cal. Gov. Code, § 81000 et seq.) and California Government Code Section 1090. During the term of this Agreement, the CONSULTANT may perform similar services for other clients, but the CONSULTANT and its officers, employees, associates and subconsultants shall not, without the City Manager’s prior written approval , perform work for another person or entity for whom the CONSULTANT is not currently performing work that would require the CONSULTANT, or one of its officers, employees, associates or subconsultants, to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

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15.4 Waiver. No delay or omission to exercise any right, power or remedy accruing to the CITY under this Agreement shall impair any right, power or remedy of the CITY, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver by the CITY of any breach, any failure of a condition, or any right or remedy under this Agreement shall be: (1) effective unless it is in writing and signed by the Party making the waiver; (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy; or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

15.5 Accomplishment of Project. The CONSULTANT shall commence, carry on and complete its assignments with all practicable dispatch, in a sound, economical, and efficient manner in accordance with all applicable laws and generally accepted industry and applicable professional standards.

15.6 Captions for Convenience Only. The titles of the sections, subsections and paragraphs set forth in this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of the provisions of this Agreement and the rights or obligations of the Parties to this Agreement.

15.7 Word Usage. Unless the context clearly requires otherwise, (a) the word “shall” is mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

15.8 Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be given in writing to the person at the addresses specified on first page of this Agreement and deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during the CONSULTANT’s and the CITY’s regular business hours, or (c) three business days after deposit in the United States mail, by first class mail, postage prepaid. Either Party may change the specified person or address at which it is to receive notices by advising the other Party in writing.

15.9 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

15.10 When Rights and Remedies Not Waived. In no event shall the making by the CITY of any payment to the CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default that may then exist, on the part of the CONSULTANT, and the making of any such payment by the CITY while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default.

15.11 Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of an alleged breach of any provisions of this Agreement (whether in contract, tort or both), the prevailing Party shall be entitled to receive from the losing Party all attorneys’ fees, costs and expenses in such amount as the courts may determine to be reasonable. In awarding the cost of litigation, the court shall not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses and attorneys' fees paid or incurred in good faith.

15.12 Compliance with Laws. In the performance of the work required by this Agreement, the CONSULTANT shall abide by and conform with and to any and all applicable DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 PAGE 12 OF 13

laws of the United States and the State of California, and with the CITY's Municipal Code, ordinances, regulations and policies. Further, this Agreement may call for services that, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works,” the CONSULTANT shall comply in all respects with the all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto.

15.13 Severability. If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding.

15.14 Governing Law. The terms of this Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, without regard for its conflicts of laws principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in superior or federal court with geographic jurisdiction over the City of Buena Park.

15.15 Integrated Agreement and Modificaiton of Agreement. This Agreement, and all exhibits referred to in this Agreement, constitutes the final, complete and exclusive statement of the terms of the agreement between the CITY and the CONSULTANT with respect to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous oral or written negotiations, representations or agreements of the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may be modified only by a writing signed by both Parties.

15.16 Authority to Bind Parties. Each of the undersigned hereby represents that he or she has the authority to execute this Agreement on behalf of his or her contracting Party.

15.17 Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement by this reference. In the event of any inconsistency between the express provisions of this Agreement and any provision of an exhibit, the provisions of this Agreement, then the CITY’s request for proposals, if any, shall prevail.

15.18 Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance.

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In recognition of the obligations stated in this Agreement, the Parties have executed this Agreement on the date indicated above.

CITY OF BUENA PARK

a California municipal corporation
CONSULTANT*

Pacific Advanced Civil Engineering, Inc.

Name of Business

Signature

Name: Aaron France Name: Mark Krebs, P.E.

Title:

City Manager

Title:

President

Signature

Name: Zirang Song, M.S., P.E.

Title:

Vice President/ Recreational
Water Division Manager

* Please note, two signatures required for corporations pursuant to California Corporations Code Section 313, unless corporate documents provided to the City authorize only one person to sign this Agreement on behalf of the corporation.

ATTEST:
(SEAL)

_____________________________________
Adria M. Jimenez, MMC, City Clerk

APPROVED AS TO FORM:

_____________________________________
Christopher G. Cardinale, City Attorney
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

EXHIBIT 'A'
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 Zirang Song, MS, PE
Vice President – Recreational Water Division
mobile: 714-514-8824 office: 714-481-7212 e-mail: [email protected] 17250 Newhope Street, Suite 200 | Fountain Valley, CA 92708 | 714-481-7300 - www.pacewater.com Dear Annie Singhal,
The Peak Park Pool and Boisseranc Park Pool are owned, operated and maintained by the City of Buena Park and are used throughout the community. Therefore, it is critical to the City that the facility is maintained for reliable operation. PACE understands the City desires to upgrade these pools following the recommendations of a recent assessment to best support continuous operation of the facility. The enclosed proposal has been developed to provide the City with expedient and thorough engineering design services to ensure minimal facility downtime and maximum lifespan of the pool facilities.

As Project Manager, I have more than 30 years of experience designing aquatic facilities, more than 20 years of tenure with PACE and I will be the main point of contact for the entire duration of the project effort. Our enclosed proposal has been prepared closely following the guidelines of the RFP document dated January 11, 2023. We look forward to serving as an extension of City staff to successfully execute this project effort with you.

Sincerely,

ADDENDUM
ACKNOWLEDGMENT:

PACE acknowledges both
Addendum #1 and #2
that were sent via email.

February 1st, 2023
Annie Singhal Assistant Engineer
City of Buena Park - Public Works Department
6650 Beach Boulevard, Buena Park, CA 90621 | (714) 562-3691 | [email protected] Re: Professional Engineering Design Services Proposal for The City of Buena Park Peak Park and Boisseranc Park Pool Improvements Project Experience on well over 100 of pool projects leading to vast understanding of various alternatives for renovations including plaster considerations based on pool code requirements, initial construction costs, lifespan and long term costs, tolerance for pool water chemistry conditions, and all current codes and ADA requirements, etc.

Recent and extensive experience with re-plastering aquatic facilities which will lead to accurate scheduling, sequencing of construction to minimize the facility shut-down duration and accurate construction cost estimating.

Strong reputation and relationship with the OC Health Care Agency with deep understanding of requirements and design considerations. Our team has been complimented multiple times for completeness and thoroughness of submittal packages. “True” design/build background ensuring we provide accurate construction timelines and cost estimates, as well as constructability of designs with our in-house construction expert review process.

Pooling of technical resources within project team that includes engineering highly focused in aquatic systems, as well as complex water and sewer infrastructure leading to a broader understanding of the principles of hydraulic, mechanical and treatment systems.

COVER LETTER

SCOPE OF WORK
Project Understanding ................................................................................................... 1 Methodology .................................................................................................................. 3 Scope of Work ................................................................................................................. 4 CONSULTANT'S REPRESENTATIVE ......................................... 6

PROJECT TEAM
About PACE ..................................................................................................................... 7 Unique Qualifications ..................................................................................................... 9 Organization Chart ....................................................................................................... 10 Team Member Qualifications ....................................................................................... 10 Resumes ....................................................................................................................... 14 Team Hours ................................................................................................................... 39 REFERENCES ............................................................................................. 40 SCHEDULE .................................................................................................... 45 CONSTRUCTION BUDGET ............................................................. 46 DESIGN BUDGET ............................................. Separate Sealed Envelope SUBCONSULTANTS ................................................................................... 47 DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

SCOPE OF WORK
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SCOPE OF WORK // 1

PROJECT UNDERSTANDING
The City of Buena Park needs consulting services for the two existing swimming pools located in neighborhood parks -Peak Park Pool and Boisseranc Park Pool. Due to the deteriorated conditions of the existing pool deck and pool plaster, The Peak Park Pool will need pool deck placement, pool surface re-plastering and other renovation design items as listed in the scope of work below. The Boisseranc Park Pool will not need re-plastering since this was completed recently, but a pool deck replacement and equipment room changes are required, as listed below.

Based on the RFP and further clarification through communication with the City and following the newly implemented OC Health Care Agency (OC Health) submittal process and check list, the scope of work has been defined below. This list of task items should ensure the efficient completion and OC Health approval of the renovation plans.
• Demolition plans for the pool plater, pool deck and shading structures • Remove existing diving boards and re-install, if possible • Repair for all structural damages on pool shell
• Pool interior plaster surface, expansion joints
• All pool tiles and depth markers
• New underwater lights and new wiring/ conduits/transformers/ connection to existing electrical panel (there is existing pool deck lighting and it is not included in this scope of work)
• New concrete deck/coping with slot drains. Depending on slope and existing grades, more than one slot drain may be required. The new deck will also have all necessary anchor fittings for deck equipment. • Add new planters/landscape at existing shade structure areas • New Americans with disabilities act (ADA) compliant pool lift chairs • Items listed in the pool renovation guidelines issued by the OC Health • Demolition plans for the pool coping, pool deck and pool fence / gates • Remove existing water slide and install a new slide
• All pool depth markers on deck and on pool wall
• Replace underwater lights and connection to existing electrical J-boxes (there is no pool deck lighting and it is not included in this scope of work)
• New concrete deck/coping with slot drains to be connected to park storm drain system. The new deck will also have all necessary anchor fittings for deck equipment.
• New Americans with Disabilities Act (ADA) compliant pool lift chairs • New 8-feet high wrought iron fence and gates
• Install cages around existing utilities (i.e. gas and water piping) • Move chemical storage to existing shed next door
• Add a new pump to make the pool filtration system a dual pump system
• Electrical panel to be moved outside the mechanical room • Existing corroded electrical panel to be replaced, if necessary • Updating ADA compliant shower to use the ones that have multiple heads and foot operation
• Items listed in the pool renovation guidelines issued by the OC Heath Project Understanding
PEAK PARK POOL DESIGN SCOPE INCLUDES:

BOISSERANC PARK POOL DESIGN SCOPE INCLUDE:

The project scope also includes a geotechnical investigation and site survey. We provided a budgetary estimate for the geotechnical and survey work.

City and Consultant will discuss the need for these scope items during the initial design, and the scope and fee may require adjustment at that time. A Pool Remodel Permit from Orange Health will be required for the pool resurfacing. It will be part of the design consultant's scope to prepare all required documents to meet the OC Health and City plan review requirements and assist the City in obtaining all necessary permits and approvals.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SCOPE OF WORK // 2
PACE will manage and coordinate the design process and research and collect all data necessary for the successful completion of this project. PACE will also help the City secure the OC Health permits, and any other agency permits needed. PACE understands that use of the pools will be in high demand, so the design will need to consider the project duration, construction timing and pool startup time requirements.

Draw from past project experience from newly designed and permitted pool renovation designs within Orange County.

Project challenges includes:
• Project cost control
• Existing pool shell structure condition not visible before pool plaster removal
• Short construction schedule to minimize the disturbance of the facility normal usage
• Noise and dust generated during construction should be controlled to minimize the impact on the nearby residents
• Coordinate closely with the City of Buena Park to understand the project limits and constraints.
• Confirm and finalize the working schedule with the City. • Conduct project site inspections before the start of design to identify items to be removed and replaced inside and outside the pool. • Engage a building architect and structural consultant for the building code and ADA compliance review and structural inspection of the existing pool shell after the existing pool plaster removal. Auxiliary facility improvement and structural repair design will be provided if any are identified.
• If required by the City, PACE will perform a pan evaporation test on-site before draining water to determine if the pool is losing water through seepage. The test will require that the pool not get used and is not operated with recirculation or filling water.
• Check the existing pool system against current codes to ensure code compliance and permit approval. Areas of review will include VGB compliance, ADA compliance, and pool depth markers.
• Replace existing lights and add new lights with new energy-efficient LED pool lights.
• We understand the City may use conventional white marble dust plaster for the pool. We suggest conducting a comparison study for the pool resurface options so the City can make a final decision based on thorough research and analysis information such as initial installation costs, lifespan, visual appearance, pool startup costs and startup time, resistance to harsh pool chemistry conditions, and lifetime costs. PACE will prepare such a study for the City to review and select the pool resurface option. This task will be offered as Optional Services in the event that the City is already set on using white marble dust.
• Prepare initial and final pool deck replacement and pool resurface construction plans and details using AutoCAD for permit submittal, project bidding, and construction.
• Prepare initial and final project specifications and probable construction costs for the proposed construction items. • Assist the City during project bidding and construction for submittal reviews, answer project questions and prepare as-built plans based on contractor's mark-up records. PACE is well-versed in construction- related services and has full-time staff members who specialize in construction management for water feature projects. Our experience in design-build and general construction of water features will have direct application to our construction services. With our office located in Orange County, less than 30 miles from the project site, we will be able to quickly respond to specific needs at the project site and will have staff members on average 24 hours/week during the key pool construction period.

Project Challenges
Key Project Efforts
To ensure a successful pool deck replacement and pool re-plastering project for the two pools, PACE shall implement the following approaches during the design process:

METHODOLOGY
Coordinate and communicate with the City staff closely to understand the project requirements, expectations, constraints, and limitations.

Regular meetings with the project team - attend onsite meetings, online meetings or phone calls. Our office is conveniently located in Fountain Valley - 25 minutes away from the project site or City of Buena Park.

Engage building architect and structural sub-consultant to perform specialty tasks.

Work with pool contractors to develop accurate and current construction cost, duration and material supply estimates.

Provide the City with products and construction methods information for making decisions.

Conduct testing to determine the existing pool water tightness, if required.

Assist the City with OC Health Care Agency Pool Remodel Permit submittal. With our extensive public pool design experience within Orange County and the City of Buena Park, we are confident that we understand and can comply with the permitting guidelines set by the County and local agencies.

Assist the City with construction administration and during project bidding.

Coordinate and Communicate
Regular Meetings
Engage
Work with Pool Contractors
Products and Construction Methods Information
Conduct Testing
Assist the City with OC Health Care Agency Pool Remodel Permit Assist the City with Construction Administration
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SCOPE OF WORK // 4

SCOPE OF WORK

1. A project kick-off meeting with the City of Buena Park will take place to discuss the overall project schedule and important design items.

Key project milestones and meetings required will be established and scheduled.

2. During the initial design phase, PACE shall conduct a site inspection to gather the following information on the existing pools on-site:
• Verify existing pool dimensions and components.
• Determine existing components and limits to be removed and replaced.
• List items that need further evaluation during the project.

3. The existing facility will be compared to the most current building codes, ADA, and current pool codes to determine compliance. The most recent California Building Code was updated in 2019. We anticipate that any renovations conducted on the facility will result in OC Health Care Agency code compliance verification.

4. Details will be coordinated with the City regarding all renovation components, including pool deck replacement limits, depth markers, waterline tiles, depth lane tiles, handrails, pool inlets, main drain covers, underwater lights, grab rails, recess steps, and pool plaster.

5. Two (2) coordination meetings are anticipated during the Design. Other informal meetings will take place during this time, as required, and are included.

6. 65% Design Deliverables:
• Preliminary pool demolition plans identifying items to be demolished and items to be protected in place.
• Preliminary new pool deck and pool plaster plans with most of the replaced pool components.

1. Key design items will be coordinated with the City and project team.

Comments from the Schematic Design submittal review will be incorporated.

2. Construction material options will be identified and PACE will assist the City in selection of preferred options.

3. The final design will be developed and will include the following items:
• Demolition plans identifying pool components to be removed and replaced, and items to be protected in place.
• Demolition details.
• Proposed construction plans with proposed pools components. • Construction details including gutter grates, depth markers, waterline tiles, lap lane tiles, end wall target tiles, lane line anchors, handrails, pool inlets, main drain covers, underwater lights, grab rails, and recess steps.

4. Technical engineering specifications will be developed for new components and pool finish materials.

5. One (1) submittal is anticipated during this phase of design. The plans will be stamped and signed by a registered Civil engineer, Electrical Engineer, Structural Engineer and licensed Architect in the state of California on respective plan sheets.

6. An engineer's opinion on probable construction cost will be developed at the end of this phase.

7. One (1) meeting is anticipated in the construction document phase.

Other informal meetings will take place during the design, as required and is included.

Task 01 – 65% Design Phase Drawings
Task 02 – 95% Design Drawings
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SCOPE OF WORK // 5

1. Review the comments for 95% design plans and specifications.

Coordinate and clarify design items with the City if required.

2. Update the design plans and specifications to final design level, to be used for project bidding.

3. One (1) submittal is anticipated during this phase of design. The plans will be stamped and signed by a registered Civil engineer, Electrical Engineer, Structural Engineer and licensed Architect in the state of California on respective plan sheets.

4. An engineer's opinion on probable construction cost will be developed at the end of this phase.

5. One (1) meeting is anticipated in the construction document phase.

Other informal meetings will take place during the design, as required and is included.

1. Pool permit submittal documents will be prepared, including coordination and collection of all required documents, filling out the application forms, and preparing the pool remodel permit package for the City to submit to reviewing agencies including OC health Care, local Fire Department and local Building and Safety.

2. If required, documents will be provided, and coordination support will be performed for submittal to the City of Buena Park Building and Safety for ADA compliance review.

3. PACE shall provide additional documentation as required based on the comments received through the permitting process. NOTE: PACE will prepare documents, but it is assumed the City is responsible for all necessary County and City submittal and direct payment of all permit submittal / review fees. Review fees are not included in this scope.

1. PACE shall provide the following during project bidding:
a. Assist the City for bid document preparation including bid schedule
b. Attend pre-bid meeting.
c. Respond to requests for information during the bidding phase. d. Prepare any plan and specifications corrections, as required.

2. One (1) meeting is anticipated in the construction document phase.

Other informal meetings will take place during the design, as required and is included.

3. Shop drawing submittals by the chosen contractor will be reviewed for conformance with the construction documents.

4. Construction documents will be clarified, if required. Contractor requests for information (RFI) will be addressed, and submittals will be reviewed and approved. 10 RFI's and 20 submittals are anticipated and budgeted for this task.

5. A structural engineer will inspect the existing pool structure after plaster removal to determine pool structural integrity. If the structure needs to be repaired, structural improvement recommendations will be provided.

6. Two (2) site visits will be conducted during construction for review of construction progress. Construction site visits will coincide with post demolition inspection, and post-plaster inspection.

7. A final on-site review of construction will be conducted a completion punch list report will be developed. The punch list will be created one time. The City is responsible for follow through of items on the punch list.

8. Final as-built drawings will be completed based on contractor's construction markup records.

Task 03 – Final 100% Design Drawings
Task 05 – Permitting
Task 06 – Bidding and Construction Support
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 CONSULTANT’S REPRESENTATIVE
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT CONSULTANT'S REPRESENTATIVE // 6

CONSULTANT'S

REPRESENTATIVE
As the Project Manager, Zirang Song will serve as the primary representative for this project and will remain in charge of all duties from contract negotiation through completion. Mr. Song has civil design/engineering experience spanning back to 1990. From concept to final design and specifications, his areas of expertise include all areas of water infrastructure including swimming pool filtration system design, lake system design, water storage, water feature/fountain design, pump station design, water conveyance, and construction management. He has specific water feature expertise in concept design, site grading, mechanical engineering design of aquatic facilities, electronic controls, telemetry, advanced disinfection systems and hydraulics. Other responsibilities include construction support and coordination.

As the Principal / QA/QC, Mark Krebs will serve as the alternate representative for this project. Mr. Krebs has engineering and construction experience specific to water resources spanning back to 1988 with both public and private sector projects. His project design and construction experience includes all phases of infrastructure, grading, drainage, stormwater treatment, roadway, water, sewer, reclaimed water, storage, distribution, wetland evaluation and mitigation, and a wide range of stormwater quality experience including manmade lake treatment BMP’s, and TMDL source control.

He has highly specialized background in recreational pools and water play areas, water feature engineering, including both small and large-scale manmade lakes, formal fountains, streams, and waterfalls. In addition to the responsibility of being an officer of the company and President of PACE, Mr. Krebs maintains role as Principal/Sr. Project Manager and the lead design engineer on numerous water resource projects. Moreover, with his knowledge of operational and maintenance requirements of aquatic facilities, he imparts field technical support and construction administration services for water feature projects.

Primary Representative
Alternate Representative
Zirang Song, MS, PE
Project Manager - Vice President / Recreational Water Division Manager D (714) 481-7212 | C (714) 514-8824
[email protected]
CA Licensed PE: 69315

Mark Krebs, PE
Principal / QA/QC
D (714) 481-7201 | C (714) 514-8822
[email protected]
CA Licensed PE: 049292

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

PROJECT TEAM
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 7

ABOUT PACE
Creativity, innovation and advanced knowledge of water resources are cornerstones of our services leading to aesthetic, environmentally sustainable, and practical engineering solutions.

Pacific Advanced Civil Engineering, Inc. (PACE) is a specialized civil engineering firm formed in 1987 offering advanced water resource services worldwide. With over 35 years of experience, we offer a wide range of engineering services related to water, wastewater, stormwater management and water resource permitting and regulatory compliance to ensure projects are both economically viable and environmentally sustainable. Our engineering approach focuses on maximizing value by creating multi-use infrastructure systems, cost-effective phasing strategies and systems that include environmental, aesthetic and recreation uses. PACE staff members include licensed professional engineers with PhDs, university instructors and policy-makers in the water resource arena. • Valid California Professional Architect License: Our subconsultant, Khanh Doan with Square [1] Architecture, contains a valid California Professional Architect License ( license no. C-68045). • Valid City of Buena Park business license (if selected): If selected, we will obtain a valid City of Buena Park business license. • Satisfactory completion of a minimum of three (3) Pool Improvement Projects or similar, and provide references:

Within our proposal under the references section, we listed four relevant pool projects and provided references for each. • Understanding of all aspects of pool design including but not limited to architectural, structural, mechanical, electrical etc: We have reviewed the RFP and developed a strong understanding of all aspects of the pool design as described in our scope of work.
• Ability to provide deliverables consistent with the latest City-adopted formats: At project kick-off we will confirm a clear understanding of what the latest City-adopted formats entail and are able to provide consistent deliverables for this project. • Familiarity with City of Buena Park standards, provisions, and practices: We will strictly follow City design guidelines and practices described in the RFP and supplied by the City.

MINIMUM QUALIFICATIONS
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 8

GEOGRAPHIC INFORMATION SYSTEMS (GIS) ENVIRONMENTAL WATER LABORATORYINSTRUMENTATION AND CONTROLS The PACE team brings very specialized expertise and extensive experience on swimming pool design that enables us to address the project objectives with comprehensive understanding of the cause and effect relationships of the activities that take place over time. The team is comprised of pool experts and water resource civil engineers.
• Lake Systems / Water Features / Pools
• Lake / River / Wetland Restoration
• Water Quality Management
• Water and Wastewater Treatment
• Potable Water Storage and Distribution
• Reclaimed Water Storage and Distribution
• Stormwater Management
• River Engineering
• Floodplain Mapping
• Watershed Analysis / Planning
• GIS Water Resource Applications
• Swim Lagoons
• Alternate Edge Conditions
(Knife dge, Firm Flow, Skimmer, Gutter)
• Pool Structure
(On Podium, Rooftop, On Grade)
• Utility Coordination
(Power, Water, Sewer, Gas, Hot Water Loop)
• Finish Materials
• Signage Coordination
• Code Review
• Equipment Layout
(Space Requirements, Pipeline
Coordination)
• Water Treatment (UV , Salt Water Systems, PH
Control, C0 2 Systems, Disinfection Syst ems)
• Controls
• Concept
• Layout
• Water Chemistry Control
• Pool / Spa Water Treatment Systems
• Pool / Spa Filtration / Recirculation System
• Pool Structure, Finish, Fittings, Cover and
Accessories
• Health and Safety Considerations
• Hazardous Material (pool chemicals)
Storage Application
AS A WATER RESOURCE SPECIALTY-ENGINEERING FIRM, PACE’S SPECIALIZED AREAS OF EXPERTISE INCLUDE:

THE PACE TEAM BRINGS EXTENSIVE POOL DESIGN, WHICH INCLUDE THE FOLLOWING AREAS:

AS PART OF THE POOL SYSTEMS DESIGN, WE APPLY INNOVATION AND CREATIVITY TO ADDRESS:

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 9
Experience on well over 100 pool projectshas developed our vast understanding of various alternatives for renovations including plaster considerations based on pool code requirements, initial construction costs, lifespan and long term costs, tolerance for pool water chemistry conditions, and all current codes and ADA requirements, etc.

Recent and extensive experience with re-plastering aquatic facilities including City of Irvine William Woollett Jr. Aquatic Center which will lead to accurate scheduling, sequencing of construction to minimize the facility shut-down duration and accurate construction cost estimating. “True” design/build background ensuring we provide accurate construction timelines and cost estimates, as well as constructability of designs with our in-house construction expert review process.

Unique Qualifications
EXPERIENCE WELL OVER 100 OF POOL PROJECTS EACH YEAR

RECENT AND EXTENSIVE EXPERIENCE WITH RE-PLASTERING AQUATIC FACILITIES “TRUE” DESIGN/BUILD BACKGROUND

STRONG REPUTATION AND RELATIONSHIP WITH THE OC HEALTH CARE AGENCY

POOLING OF TECHNICAL RESOURCES WITHIN PROJECT TEAM
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 10
subconsultants
Project Coordinator
Principal / QA/QC
Project Engineer
CAD Designer
Design Engineer
Binh Le, EIT
Ryan Ching
Evan Chen, EIT
Structural Engineer
Alexandros Blestos, SE 1
Geotehcnical Engineer
Alva Alvappillai, PhD, PE, GE 2
Jerry Huang, PhD, PE, GE, QSD/QSP 2 Surveyor
David Mackey, PLS 3
Christine Huch
Mark Krebs, PE
Architect
Khanh Doan 4
Project Manager
Zirang Song, MS, PE

1. Spire Structural Engineering, Inc.

2. American Geotech

3. Huitt-Zollars

4. Square [1] Design Group

ZIRANG SONG,
MS, PE
Project Manager
32 years
MS International Construction
Management, Nanyang
Technological University,
Singapore
BS Mechanical Engineering,
Harbin Institute of Technology,
China
PE – CA: 69315
• Swimming pool filtration
system design and
construction management
• Water infrastructure
• Pump station design
• Water conveyance
• Water storage
• Lake system design
• Water feature / fountain
design and construction
management
• Construction support and
coordination
• William Woollett Jr. Aquatic Center Pool Re-Plastering Project – Irvine, CA
• Disneyland Hotel Pool Renovation – Anaheim, CA
• Yountville Community Pool Evaluation – Yountville, CA • Spectrum Park Pools (Madison, Logan, and Bryant) – Irvine, CA • Pavilion Park Pools – Irvine, CA
• City of Santa Ana Memorial Pool Renovation – Santa Ana, CA • Canyon Club at Crystal Cove Pools and Spa – Newport Beach, CA • Pelican Hill Resort Aquatic Facilities – Newport Coast, CA • Belle Haven Aquatic Facility – Menlo Park, CA
• Northstar Highlands Ritz-Carlton – Truckee, CA
PACE

ORGANIZATION CHART

TEAM MEMBER QUALIFICATIONS
Name and Role
Experience, Education, &
Professional Registration Expertise Areas Related Project Experience DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 11

MARK KREBS,
PE
Principal / QA/QC

BINH LE, EIT
Project Engineer
31 years
BS Civil Engineering University
of Kentucky (cum lade)a
PE – CA: 49292
8 years
BS Civil Engineer
University of California,
Fullerton
EIT – CA: 153895
• Water features:
» pools/spas
» water play areas
» fountains
» entry features
• Water quality
• treatment / advanced
disinfection systems and
hydraulics
• •Mechanical equipment for
water features
• PS&E’s
• Constructability / value
engineering
• QA/QC
• Pools and spas
• Entry features
• Fountain
• Interactive water features
• Technical memos
• Design memos
• Construction documents
• Detailed technical
specification
• Disneyland Hotel Courtyard Aquatic Features Improvements – Anaheim, CA
• San Diego Marriott Hotel Recreation Center Pools, Water Play Area, and Fountains Renovation – San Diego, CA
• Pelican Hills Resort Pools and Spas – Newport Coast, CA • Sheraton Wild Horse Pass Resort River Water Features & Pool – Chandler, AZ
• Santa Ana Memorial Pool and Civic Center Fountain Renovation – Santa Ana, CA
• Point Hilton at Squaw Peak Water Park – Phoenix, AZ
• William Woollett Jr. Aquatic Center Pool Re-Plastering Project – Irvine, CA
• La Mirage Pool Facilities – San Diego, CA
• Hotel Del Coronado Pool Renovation – Coronado, CA
• The Irvine Company Spa, Pool and Wading Pool – Irvine, CA • New Century Plaza Pool – Los Angeles, CA
• One Beverly Hills Pools – Beverly Hills, CA
• Rolling Hills Club House Pool, Spa, and fountains – Rancho Palos Verdes, CA
• Ivy Station Hotel and Residences Pools, Spa, and Water Features – Culver City, CA
• Town and Country Resort Renovation – Mission Valley, CA • Four Seasons Calistoga Hotel Pool & Spa – Calistoga, CA • Parcel L2 Pool and spa – Washington DC
• Monterey Park Towne Centre – Monterey Park, CA

RYAN CHING
CAD Designer
17 years
BS Computer Science
Coursework, Ama Computer
College, Philippines
Computer Science Transfer
Program Coursework, Cypress
College, Cypress CA
• Pools and spas
• Water features
• Fountains
• Manmade lakes
• CAD production
• CAD management for
exhibits, sketch design
concept, and construction
documents
• Quality check plan sets
• William Woollett Jr. Aquatic Center Pool Re-Plastering Project – Irvine, CA
• La Mirage Pool Renovation – San Diego, CA
• Disneyland Hotel Pool Renovation – Anaheim, CA
• Hotel Del Coronado Pool Renovation – Coronado, CA
• One Beverly Hills Pools – Beverly Hills, CA
• New Century Plaza Pool – Los Angeles, CA
• Ivy Station Hotel and Residences Pools, Spa, and Water Features – Culver City, CA
• Bradbury Residence Swimming Pools – Culver, City, CA
• Rolling Hills Club House Pool, Spa, and fountains – Rancho Palos Verdes, CA
• Lake Forest Community Association Swim Lagoon Renovations – Lake Forest, CA
• Town and Country Resort Renovation – Mission Valley, CA • Four Seasons Calistoga Hotel Pool & Spa – Calistoga, CA Name and Role
Experience, Education, &
Professional Registration Expertise Areas Related Project Experience DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 12

SPIRE STRUCTURAL ENGINEERING

AMERICAN GEOTECHNICAL

ALEXANDROS

BLETSOS, SE
Structural Engineer

ARUMUGAM
(ALVA)

ALVAPPILLAI,
PhD, PE, GE
Geotechnical
Engineer

FEI-CHIU
(JERRY) HUANG,
PhD, PE, GE,

QSD/QSP
Geotechnical
Engineer
20 years
MS Civil Engineering (Structural),
California State University,
Sacramento
BS Civil Engineering (Structural),
University of California, Davis
SE – CA: S5659
PE – CA: C68288
22 years
PhD Geotechnical Engineering, University of OklahomaNorman, Oklahoma M.Eng. Structural Engineering,Asian Institute of TechnologyBangkok, Thailand BS Civil Engineering,University of PeradeniyaSri Lanka
CA – PE: C053887CA – GE: G.E.2504
27 years
PhD Geotechnical,
Northwestern University
Evanston, Illinois
MS Civil and Environmental
Engineering, Geotechnical,
Utah State University
Logan, Utah
BS Civil Engineering,
Tamkang University
Taipei, Taiwan, R.O.C.

CA – PE: C55670
CA – GE: GE2601
CA – Governor’s Office of
Emergency Services (OES),
Post-Disaster Safety
Assessment Program (SAP)
Evaluator: SAP63537
CASQA QSD and
QSP: 20136
• Structure Analysis
• Utilizing computer
modeling applications:

SAP2000, ETABS, and
RISA3D, REVIT
• Geotechnical investigations
for residential, commercial,
and public works projects
• Landslide and slope
stability investigations
• Geotechnical investigations
and recommendations for
water reservoirs
• Pavement investigation
and design
• Foundation design for
building and other
improvements
• Geotechnical services
during construction
• Geotechnical investigations
for residential, commercial,
and public works projects
• Landslide and slope
stability investigations
• Geotechnical investigations
and recommendations for
water reservoirs
• Pavement investigation
and design
• Foundation design for
building and other
improvements
• Geotechnical services
during construction
• Hoag Dialysis Center – Newport Beach, CA
• Kaiser Permanente Medical Center – Baldwin Park, CA
• Kaiser Permanente Medical Office Building - Montebello, CA • Farrell’s Ice Cream Parlor & Restaurant – Brea, CA
• San Diego Taz Exhibit – San Diego, CA
• William Woollett Jr. Aquatic Center Pool Re-plastering Project – Irvine, CA
• City of La Mirada Existing City hall Fountain Renovation – La Mirada, CA
• Belle Haven Aquatic Center Design – City of Menlo Park, CA • Orchards Hills PA1 N4 Park 1 pool design – Irvine, CA • Renovation of the Ornamental Lakes at Tewinkle Park – Costa Mesa, CA
• LA Rivera Country Club Irrigation Storage Tank– Palisades, CA • Saddleback College McKinney Theater building – Mission Viejo, CA • Water reservoir for Marygold Mutual water company –
Bloomington, CA
• City of Fountain Valley sewer improvement project
• City of Compton pavement rehabilitation project
• Foundation design for City of Delano Weigh Station
• Foundation design for Conejo and Castaic truck scales • Renovation of the Ornamental Lakes at Tewinkle Park – Costa Mesa, CA
• LA Rivera Country Club Irrigation Storage Tank– Palisades, CA • Saddleback College McKinney Theater building – Mission Viejo, CA • Water reservoir for Marygold Mutual water company –
Bloomington, CA
• City of Fountain Valley sewer improvement project
• City of Compton pavement rehabilitation project
• Foundation design for City of Delano Weigh Station
• Foundation design for Conejo and Castaic truck scales Name and Role
Experience, Education, &
Professional Registration Expertise Areas Related Project Experience DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT PROJECT TEAM // 13

HUITT-ZOLLARS
SQUARE [1] DESIGN GROUP

DAVID MACKEY ,
PLS
ROW and Surveying

KHANH DOAN
Project Architect
23 years
BS Civil Engineering, Surveying
Engineering Option – California
State Polytechnic University
Pomona
PLS – CA: 8912
28 years
BA, California State Polytechnic
University, Pomona
• AL TA/ACSM land title
surveys
• Topographic surveys
• Subdivions maps
• Boundary analysis
• Construction surveying
docs
• Building Layout and design
concepts
• Code Compliance
• Building aesthetics
• Colors & Materials
• Specifications
• Sustainability & high-
• • Balboa Island Topography – Newport Beach, CA
• • OC River Walk – Anaheim, CA
• • Gobernadora Multipurpose Basin – Orange County, CA
• • OCSD PS2 City Water Pump Stations – Orange County, CA • • Oso Creek Barrier Legals and Plats – Mission Viejo, CA • • Oso Creek Barrier Mod – Mission Viejo, CA
• • Carbon Canyon Aerial and Field Topo – Brea, CA
• • Talbert Lakes Topographic Survey – Huntington Beach, CA • Topographic Survey – Costa Mesa, CA – ROW and Surveying • University of California Topographic surveying for over 30 surveys at various locations on campus – Irvine, CA - ROW and Surveying • Wishing Tree Park Surveying – Torrance, CA - ROW and Surveying • Long Beach Gateway – Long Beach, CA - ROW and Surveying • RSCCD Campus Entrance Improvements at Santiago Canyon - ROW and Surveying
• Canyon Springs High School- Aquatics Center – Moreno Valley, CA • Newport Coast Community Center – Newport Coast, CA
• Lift Station and Beach Access Stairs Project – Laguna Beach, CA • West County Wastewater District (WCW) Plant Energy
Upgrades – Richmond, CA
• Escalon WWTP Expansion Study - Escalon, CA
• Sarival Water Reclamation Facility Conceptual Design Report – Goodyear, AZ
Name and Role
Experience, Education, &
Professional Registration Expertise Areas Related Project Experience DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ZIRANG SONG, MS, PE

PROJECT MANAGER
Zirang Song has civil design/engi neering experience spanning back to 1990. From concept to final design and specifications, his areas of expertise include all areas of water infrastructure including swimming pool filtration system design, lake system design, water storage, water feature/fountain design, pump station design, water conveyance, and construction management. He has specific water feature expertise in concept design, site grading, mechanical engineering design of aquatic facilities, electronic controls, telemetry, advan ced disinfection system s and hydraulics. Other responsibilitie s include construction support and coordination.

William Woollett Jr. Aquatic Center Pool Re-plastering Project – Irvine, CA The William Woollett Jr. Aquatic Center (Aquatic Center) is a swimm ing facility comprised of three pools, one Olympic size (50 meters x 25 yards) competition pool, one Olympic size (50 meters x 25 yards) diving pool and one instructional pool (25 meters x 25 yards). The City of Irvine needed the Aquatic Center pools to be re-plastered due to the lifespan of the existing pool plaster. Mr. Song served as the Project Manager for the design of the new pool surfaces and related waterline tiles, lane line tiles, target tiles, grates and fittings, that will last for a long period of time under different pool chemistry conditions. The design met competition pool requirements and the current State and County pool codes, as well as the current ADA standards. PACE provided the City with pool surface options benefits and drawbacks such as initial installation cost, material lifespan, pool startup requirements, pool operation chemistry conditions, and selected the most suitable option achieving long term cost saving. PACE also prepared all required documents and a Pool Remodel to meet the County and City plan review requirements and assisted the City to obtain all necessary permits and approvals.

City of Santa Ana Memorial Pool Renovation – Santa Ana, CA Mr. Song was the Sr. Project Engineer for the Santa Ana Pool renovation project. He performed an assessment and developed engineering plans and specifications to renovate the 167-foot x 65-foot 50-year old pool system that services the local community in Santa Ana. The resulting solutions will meet current health and building codes and will reduce the City’s operations and maintenance costs.

Disneyland Hotel Pool Renovation – Anaheim, CA
As the Sr. Project Engineer, Mr. Song provided the engineering design for all the aquatic components of the Disneyland Hotel Courtyard Improvements project including the renovation of the Neverland Pool, des ign of the new North spa (200 square feet ), South spa (200 square feet), Arroyo Pool (approximately 3500 square feet ), and the addition of a 4,000 square fo ot water play area called the Magical Springs Pool. The Magical Springs Pool has an 8' deep activity pool with water play components including geysers, pop jets, fountains, water pyrotechnics, four water slides and water slide structure including manmade rockwork that forms the base of the twenty-four-foot-high water slide. There were strict requirements for the operation of this new facility that went above and beyond that of current code requirements. Given extensive existing infrastructure at the hotel, the use of Civil 3D and BIM modeling supported the design process and difficult utility coordination that was needed by identifying and resolving potential conflicts with the renovation design components.

Yountville Community Pool Evaluation – Yountville, CA
Mr. Song served as the Project Manager to provide engineering design services for the Yountville Community Pools – Children’s Pool project. This project included the design and construction evaluation of the Children’s Pool with Zero Edge Entry and well as the design of the water features within the pool including one dew drop feature, one spout feature and one bubbler feature.

Spectrum Pool Design Specifications – Irvine, CA
Mr. Song assisted in the preparation of pool performance design specification s for the pool contractors within the Irvine Company Apartment Communities to follow on all new pool

EDUCATION
M.S. / International Construction
Management, Nanyang
Technological University,
Singapore,
2000
B.S. / Mechanical Engineering,
Harbin Institute of Technology
China, 1983

YEARS OF EXPERIENCE
33+ Years
Joined PACE in 2000

REGISTRATIONS
Professional Engineer / CA
2005 / 69315

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ZIRANG SONG, MS, PE

PROJECT MANAGER

- 2 -
construction projects. PACE provided the coordination with the design/build team to determine site requirements and constraints as well as performance specifications for the three different areas of Spectrum Park including Bryant, Logan, and Madison. The Madison pools and spas include a 3,050 square foot hourglass shaped pool with (2) 97 square foot spas . The Logan pools and spas include a 2,700 square foot oval shaped pool with (2) 95 square foot spas. The Bryant Pool is 4,875 square feet, with a 144 square foot wading pool and spa.

Canyon Club at Crystal Cove Pools and Spa – Newport Beach, CA The recreational pool project consists of one 75’ x 45’ junior Olympic competition pool, a 250 square foot wading pool, an 8 -person spa, and a 50 square foot bronze urn fountain located at the entrance to the pool area. Mr. Song was the Project Engineer, r esponsible for the pool layout and mechanical pump station design.

Pavilion Park Pools – Irvine, CA
PACE was retained by the Valley Crest Design Group to provide design serves for The Irvine Company Pavilion Park Pools and Sp a project. Mr. Song served as the Sr. Project Engineer to design one five- lane Jr. Olympic swimming pool at 3,400 square foot, one wading pool at 150 square foot, one spa at 150 square foot, and a mechanical equipment room. All of the pools are skimmer type with typical pool coping edge.

Sheraton Wild Horse Pass River Re-creation, Pools, Spas and Waterslide – Chandler, AZ Mr. Song served as Project Engineer responsible for the design of the resort’s pool and spa feature designs. He also designed a 1.5-mile long river re-creation that interweaved with the pool area and a signature rock formation and waterfall, which spans three floors in the hotel’s main bar area. The pool features included a 5,000 square foot Main Pool, a 3,600 square foot sports pool, a 15 -foot-high winding water slide, a splash pool, kiddy pool and two spas. Mr. Song was also responsible for the pool hydra ulic system, filtration system, and water treatment system. The main pool featured a sand beach sloped entry that was later redesigned with Mr. Song’s assistance to eliminate the sand and prevent filtration clogging.

Westin Monache Pool and Spas – Mammoth Lakes, CA
Responsible for the design as Project Manager, Mr. Song designed the freeform 2,000 square foot outdoor pool and two large spas at 250 square foot and 800 square foot with multiple jets for each seat positions.

Westin Riverfront Pool and Spas – Avon, CO
Mr. Song provided design services for the pool and spas for this resort. The design for the 1,650 square foot three lane outdoor lap pool features a salt water disinfection system. He also provided design for the three rectangular shaped spas each 160 square foot with an infinity edge facing the adjacent to the river. The spas have temperature set differently than one another.

Pelican Hill Recreation Center Pools and Spas – Newport Coast, CA As Project Manager, Mr. Song’s responsibilities include pool layout and design, pool filtration system, and mechanical equipment. The Inn area contains an 8,200 square foot level deck salt water pool, a 900 square foot spa pool, and a 200 square foot spa. In the recreation area there is a 5,000 square foot skimm er salt water pool, a 250 square foot wading pool, and a 6- person spa. A significant aspect of this particular project is the salt water disinfection system. This type of pool is noteworthy primarily due to its lower maintenance costs.

Terranea Resort Pools, Spas and Water Features – Rancho Palos Verdes, CA Mr. Song led the design team for all of the aquatic components in this new Southern California coastal resort. Aquatic components include a 4,500 square foot freeform pool featuring a saltwat er disinfection system, a water 120 foot by 20 foot waterslide and plunge pool, a 16 foot by 60 foot two lane lap pool, two 200 foot spas and one interactive waterplay fountain with 25 jets and color changing lights with a fogging effect. Mr. Song was also part of the design team for the resort day spa’s two hot tubs, two cold plunge pools and one 24’ x 75’ lap pool with three lanes for swimming. Additionally, the golf course features two golf course irrigation / stormwater quality lakes totaling 1.5 acres.

Ritz-Carlton Pool and Spas, Lake Tahoe – Truckee, CA
Mr. Song provided design services for the Ritz -Carlton located in Truckee, California. Design services included the following: two circular spas with 12’ diameter and 8’ diameter respectively, one pool 2,300 square feet, one rectangular spa 250 square feet, and one rectangular spa 210 square feet.

Grand Residence Marriott Pool and Spa – Keystone, CO
Mr. Song served as Project Manager for the pool and spa design at this resort featuring a 1,150 square foot rectangular salt water pool with 8 spray jets lining the length at both sides shooting in an arch formation into the pool. The large, 840 square foot rectangular spa features a 9 foot wide and 3 feet high waterfall that cascades through a scupper down a smooth wall. The spa also includes a seat island in its center. The pool and spa both have a controlled automatic cover.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 MARK E. KREBS, PE

PRINCIPAL / QA/QC
Mr. Krebs has engineering and construction experience specific to water resources spanning back to 1988 with both public and private sector projects. His project d esign and construction experience includes all phases of infrastructure, grading, drainage, stormwater treatment, roadway, water, sewer, reclaimed water, storage, distribution, wetland evaluation and mitigation, and a wide range of stormwater quality exper ience including manmade lake treatment BMP’s, and TMDL source control. He has highly specialized background in recreational pools and water play areas, water feature engineering, including both small and large -scale manmade lakes, formal fountains, streams, and waterfalls. In addition to the responsibility of being an officer of the company and President of PACE, Mr. Krebs maintains role as Principal/Sr. Project Manager and the lead design engineer on numerous water resource projects. Moreover, with his knowledge of operational and maintenance requirements of aquatic facilities, he imparts field technical support and construction administration services for water feature projects.

Disneyland Hotel Courtyard Aquatic Facility & Water Play Area Renovation – Anaheim, CA
Mr. Krebs served as Principal / QA/QC overseeing the design effort for of all the aquatic components for this project including the renovation of the Neverland Pool, design of the new North spa (200 sf), South spa (200 sf), Arroyo Pool (approximately 3,500 sf), and the addition of a 4,000 sf water play area called the Magical Springs Pool. The Magical Springs Pool has an 8” deep activity pool with water play components including geysers, pop jets, fountains, water pyrotechnics, four water slides and water slide structure including manmade rockwork that forms the base of the 24’ high water slide. The design involved careful planning and design execution to incorporate new equipment within the incredibly tight equipment room footprint and to coordinate with many other utilities and infrastructure on the site.

San Diego Marriott Hotel Recreation Center Renovation – San Diego, CA Mr. Krebs served as Principal / QA/QC for the design of aquatic facilities at the Marriott Resort Recreation Center in San Diego. Mr. Sim provided renovation of a 3,400-sf swimming pool, 1,600-sf slide pool, and a 175-sf spa. He also provided engineering and mechanical design of a new 95 sf spa, two water walls, a waterplay area, and an outdoor water feature.

Pelican Hill Resort Pools - Newport Coast, CA
Mr. Krebs served as Principal / QA/QC to provide civil, mechanical and electrical engineering design for the Villa Recreation Center and Inn area pools and spas at the Pelican Hills Development. PACE designed the pools, which were all skimmer pools with a typical pool coping edge, in the Villas Recreation Center and Inn Area. The Inn Area swimming pools have a surge tank (rim flow pool edge). Additionally, PACE performed an evaluation of disinfection systems alternatives, including saltwater treatment.

Sheraton Wild Horse Pass Resort - Chandler, AZ
As Principal, Mr. Krebs led the design efforts for the six separate pools that appear to seamlessly blend into the adjacent man-made 1.5 mile long river feature to pay homage to the roots of the Gila River Indian community. Situated along the west side of the resort is a 5,000 SF Main Pool with a faux sand sloped entry, a 3,600 SF sports pool, a 15 foot high winding water slide, a splash pool, kiddy pool and two spas. PACE also designed a signature rock formation and waterfall, which spans three floors in the hotel’s main bar area, and signifies the origination of the river re-creation.

Santa Ana Memorial Pool and Civic Center Fountain Renovation – Santa Ana, CA Mr. Krebs served as Principal / QA/QC for assessment consulting services and engineering design services for the rehabilitation of the Memorial and Civic Center Fountain #1. An assessment was performed on Fountain #1 evaluating waterproofing, nozzles, piping, chemistry control and delivery, pump, filtration, materials and lighting and improvement plans were developed to rehabilitate the fountain equipment and enhance the aesthetics of the fountain’s shell. The 167' x 65' pool system originally constructed i n 1961 developed operational issues and increased maintenance costs resulting from cracking, leaks, and black algae. PACE oversaw a thorough assessment of the existing system and determined the minimum level of action necessary to rectify the pool's issues and reduce the City's operational and maintenance

EDUCATION
B.S. / Civil Engineering
(cum laude)
Structures & Hydraulics, University of
Kentucky, 1988

YEARS OF EXPERIENCE
36 Years
Joined PACE in 1989
With others over 2 years

REGISTRATIONS
Professional Engineer / AZ
1993 / 27388
Professional Engineer / CA
1992 / 049292
Professional Engineer / CO
2000 / 34093
Professional Engineer / KY
1993 / 17891
Professional Engineer / NV
1994 / 10587
Professional Engineer / NM
1997 / 13635
Professional Engineer / UT
1996 / 32137

AFFILIATIONS
American Concrete Institute,
ACI 230, Soil Cement Committee
Chairman
American Society of Civil Engineers
(ASCE)
American Water Works Association
(AWWA)
Floodplain
Management Association (FMA)
Water Environment
Federation (WEF)
Tau Beta Pi, Chi Epsilon
Eagle Scout - Boy Scouts of America

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 MARK E. KREBS, PE

PRINCIPAL / QA/QC

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cost. The evaluation included an audit of equipment and operations to ensure current Health Department and California Building codes were met, and determined that the mechanical pumping system was out of compliance. Final recom mendations and design services were performed to repair the pool shell including waterproofing, plaster, fittings, lighting, and tile.

Decking renovations were also recommended and the pumping system was redesigned to comply with current Health Department codes including a new pump as well as repair of cracks in the pump station room. A chemical storage room was also designed to provide proper ventilation.

Point Hilton at Squaw Peak Aquatic Facilities – Phoenix, AZ Mr. Krebs served as project manager respon sible for executing a bold vision to transform the Point Hilton’s outdoor space into a destination oasis. The water park designed boasts swimming pools, waterfalls, a lazy river for tubers, a spa, “tad pool”, and a water slide. PACE was responsible for all water feature designs incorporating the natural rock formation which has been the centerpiece for the area since the resort opened in 1977. These designs consisted of a 5,000 square foot free form swimming pool with free falling waterfalls crashing into it. A 2,000 square foot sport pool capable of having 2 water volleyball courts and also water basketball courts. A 90 square foot spa. A 250 square foot wading pool for the younger children. A 135 linear foot water slide dropping 18 vertical feet into a 300 square foot pool at the bottom. And the main attraction is the quarter mile long lazy river, “Rio Rico” ride which goes around the natural rock formation.

Long Beach Aquarium of the Pacific Wave Fountain Rehabilitation – Long Beach, CA Mr. Krebs served as Principal and provided renovation design concepts and oversaw quality control of plans developed for the rehabilitation of the wave fountain at the entrance to the Long Beach Aquarium to restore operation to the original design intent. Operational issues including mechanical, electrical, controls and structural issues associated with the operation of the fountain were addressed with a phased plan for implementation to align with available budget for the renovation. The first phase resolves the pressure issues of the fountain by adding more pressure relief devices. It also includes structural re -design of the equipment supports in the pump station since supports were inadequate to handle the pressures on the pipelines which caused the flo oding in the pump station. The electrical controls were also revised to provide human interface and DMX controllers to facilitate the programming of the fountains using current technology. The electrical panels were relocated in the pump station to provi de a safer environment during maintenance operations by staff.

Louisville Waterfront Park Water Features – Louisville, KY Mr. Krebs served as Project Manager, leading the design of engaging water features brought to life by 19 pumps, 112 valves and over 2 20 lights. Water cascades from pool to pool over descending limestone steps that lead to the Ohio River. Water cannons shoot 15 -foot high arches over five pedestrian bridges. To ensure the intended water feature effects were realized, physical modeling of the fog-effect desired from the fountains was constructed, as well as the water cannons to ensure the ideal shape and reach of the cannons.

Thanksgiving Point 50-Foot Tall Waterfall – Lehi, UT
Mr. Krebs served as Project Manager leading the design of a sig nature feature for the development a set of waterfalls dropping 40,000 gallons per minute over 50 feet and creating the backdrop for an outdoor amphitheater. The Thanksgiving Point water feature utilizes over 42,000 square feet of glass fiber reinforced c oncrete (GFRC) man-made rock installed in a 500-foot long formation that ranges in height from 25 to 50 feet. PACE also provided design for the 65 MGD pump station for the water features.

PUBLICATIONS
Soil-Cement Stands the Test of Near
Record Breaking Rainfall in Southern
California –
Soil Cement Solutions

Flood and Environmental Protection –
Portland Cement Association

American Concrete Institute Report on
Soil Cement

LA County Approves Soil Cement for
Innovative Flood Protection – Land
and Water

Design of Fish Passage Mitigation
Measures for Flood Control Channels

Integrating Urban Design into Flood
Protection Facilities

Streambank Stabilization with Geogrid
System.

Levee Design for Flood Protection on
Alluvial Fans

Design of Channel Flow Diversion
Facilities for Habitat Irrigation

PATENTS RECEIVED
6,132,614
Modular Wastewater
Treatment System

6,168,349
System for Lining a
Bank of a Waterway

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

BINH LE, EIT

PROJECT ENGINEER
Binh Le has civil engineering experience spanning back to 2014. His hands -on experience includes pools, spas, interactive water features, entry features, and fountains. In addition to designing complex water feature systems, Mr. Le provides coordination on all levels of plan set development including coordination with Architecture, MEP, Landscape Architecture, Structural Engineers, Geotechnical Engineers and other discipline. He also provides technical memos, design memos, construction documents, and detailed te chnical specification for all water feature projects. His pool and spa expertise extends into all aspects of pool design for ground and high rise buildings including pool edge, filtration systems, disinfection systems, temperature systems, high pressure pu mps, lighting, and field inspection to work within the desired location.

William Woollett Jr. Aquatic Center Pool Re-plastering Project – Irvine, CA The William Woollett Jr. Aquatic Center (Aquatic Center) is a swimming facility comprised of three pools, one Olympic size (50 meters x 25 yards) competition pool, one Olympic size (50 meters x 25 yards) diving pool and one instructional pool (25 meters x 25 yards). The City of Irvine needed the Aquatic Center pools to be re- plastered due to the lifespan of the existing pool plaster. Mr. Le served as the Project Engineer for the design of the new pool surfaces and related waterline tiles, lane line tiles, target tiles, grates and fittings, that will last for a long period of time under different pool chemistry conditions. The design met competition pool requirements and the current State and County pool codes, as well as the current ADA standards. PACE provided the City with pool surface options benefits and drawbacks such as initial installation cost, material lifespan, pool startup requirements, pool operation chemistry conditions, and selected the most suitable option achieving long term cost saving. PACE also prepared all required documents and a Pool Remodel to meet the County and City plan review requirements and assisted the City to obtain all necessary permits and approvals.

La Mirage Pool Facilities Renovation – San Diego, CA
Mr. Le served as the Design Engineer for the aquatic consulting services provided for six different bodies of water for an existing apartment community for The Irvine Company including a new 4,720 square foot lap pool including new construction, and renovation design services for an existing 4,790 square foot small pool renovation, an existing 1,477 square foot big pool, and three (3) existing spas, each between 71-75 square feet, with each being a skimmer style with plaster finish.

Pechanga Resort & Casino Pool Remodel – Temecula, CA
Mr. Le served as the Design Engineer for the renovation plan for the existing Pool ‘D’ Area for Pechanga Resort. The existing spa ‘D1’ and spray ground abjection to pool ‘D’ were removed to be used as a new area for pool ‘D’. Pool ‘D’ was extended to 3,000 square feet a nd was remodeled with new pool components and a plaster finish. This project was expedited to meet the schedule’s short time frame.

Hotel Del Coronado Pool Renovation – Coronado, CA
As the Design Engineer, Mr. Le made renovations for the existing pool and spa area at Hotel Del Coronado and replaced an existing water feature with a wading pool. PACE also designed a new equipment room complete with all mechanical equipment for the water features.

Orchard Hills’s Orchard Terrace Park, Orchard Vista Park, PA1 Neighborhood 3 Park 1, and PA1 Neighborhood 3 Park 2 – Irvine, CA
Mr. Le served as the Design Engineer to design multiple aquatic facilities for the Irvine Company at Orchard Hills including one Jr. Olympic pool, three lap pools, four spas, and three wading pools.

Eastwood Village’s Eucalyptus Park and Mosaic Park – Irvine, CA Mr. Le served as the Design Engineer to design two Jr. Olympic pools, two spas, and two wading pools for the Irvine Company at Eastwood Village.

EDUCATION
Bachelor of Science – Civil Engineer
University of California, Fullerton

YEARS OF EXPERIENCE
9 years
Joined PACE in 2014

REGISTRATIONS
EIT
Certificate No. 153895

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

BINH LE, EIT

PROJECT ENGINEER

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Cypress Village’s Arbor Park – Irvine, CA
Mr. Le served as the Design Engineer to design a lap pool and spa for the Irvine Company at Cypress Village’s Arbor Park.

Portola Springs’s Orchard View Park, Center Terrace Park, Village Square Park, Greenfield Park, and Plateau Park – Irvine, CA Mr. Le served as the Design Engineer to design multiple aquatic f acilities for the Irvine Company at Portola Springs including four lap pools, three Jr. Olympic pools, seven spas, and four wading pools.

New Century Plaza Pool – Los Angeles, CA
PACE designed multiple water features per building and safety code for the r estoration of the Century Plaza Hotel and Residencies. The newly renovated hotel added two new 46 story towers in addition to the original hotel. PACE designed two 504 square foot infinity edge pools and one spa on the hotel rooftop, two 900 square foot skimmer pools and two spas on the amenity deck, and six 230 square foot infinity edge residential pools with three of those pools on the North tower, and three on the South tower. Mr. Le used his extensive knowledge of the Myrtha Pool Technology to install the Myrtha system for the design of these water features, which is a custom manufactured product based on the process of using hot calendaring rigid PVC sheets to modular stainless steel self -supporting panels, creating an ideal waterproof system for high rise buildings.

One Beverly Hills – Beverly Hills, CA
Mr. Le designed two pools on podium for One Beverly Hills. The 1,200 square foot pool for the North Tower and a 2250 square foot pool for the South Tower are composed of stainless steel walls lined with PVC to reduce the weight on the structure and provide superior water holding capability compared to t raditionally constructed pools. He applied his Myrtha pool knowledge to these two pools including a soft padding structural foam lines the floor of ea ch pool for extra safety, comfort, and extended waterproofing. Mr. Le also utilized a stainless steel heat exchanger for these pool systems to heat the water providing the most environmentally friendly way to keep the pool at comfortable water temperatures.

Rolling Hills Club House Aquatic Facilities – Rancho Palos Verdes, CA As the Design E ngineer, Mr. Le designed a 6 lane lap pool, a zero edge kids wading pool, and a 250 square foot spa. Additionally, he designed one wade fountain with scuppers and an interactive fountain.

Ivy Station Hotel and Residences Aquatic Facilities – Culver City, CA As the Design Engineer, Mr. Le designed multiple water features for Ivy Station’s landscape architecture locat ed on a 5.2 acre flat . The water features include one 542 square foot pool and one spa partially flushed and part raised for the residential/apartment area, one 600 square foot infinity edge pool for the hotel on the roof level with a stainless steel shell, and four different fountains. These four nat ural looking fountains include a boulder water feature that produces relaxing white water sounds, a cascading fountain, a runnel, and a unique spray ground that works in conjunction with a spillway water feature.

Town and Country Resort Renovation Aquatic Facilities – Mission Valley, CA PACE made renovations and designed new aquatic components to the Town and Country Resort Pool are a including a resort main pool at 4,055 square foot with beach entry pool, spas with one raised edge, a slide splash pool, water slide coordination, and a wading pool for kids. Mr. Le served as the Design Engineer for this project and provided coordination with the design team. Mr. Le also provided coordination and field support for services during construction.

Four Season Resort and Residences Napa Valley Aquatic Facilities – Calistoga, CA Mr. Le served as the Design Engineer for four in-ground skimmer pools including a zero-edge entry family pool and infinity edge adult pool in the pool building, a partially raised and partially flushed residential pool in the residence area, and a presidential poo l located in the villas. Three structural spas were also designed by Mr. Le including an adult spa and family spa in the pool building, both containing wall emitters, and a main spa in the spa garden. He also designed two fountains in the lodge area, two steam decks in the spa garden, and two boulder water features in the spa garden to add to the Hotel’s modern look.

Parcel L2 Pool and Spa – Washington, DC
PACE designed a rooftop concrete pool at 350 square feet, a 120 square foot stainless steel spa using Myrtha technology with a raised edge, and a 40 square foot cold plunge using stainless steel by Myrtha technology with a water temperature of 50 -50 F for Parcel L2 in Washington DC. Mr. Le served as the Design Engineer and designed the Myrtha Stainless Steel Poo l Technology for the spa and cold plunge.

Monterey Park Towne Centre – Monterey Park, CA
Mr. Le served as the Design Engineer to design a 1,200 square foot main pool and a 150 square foot spa in the Monterey Park T owne Centre.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

RYAN CHING

CAD DESIGNER
Ryan Ching has over 18 years of experience designing pools, spas, water features, fountains, and lakes and is responsible for the overall CAD production of the Recreational Water Division.

From project start (exhibits, sketch design concept) to finish (construction documents) , he manages all CAD related tasks while implementing and maintaining CAD design standards and procedures. He works closely with project managers and engineers throughout the entire design process and conducts quality check plan sets, making sure the design conforms to company standards before submitting to the client. Additionally , he provides guidance and direction to the CAD team to ensure operational and technical excellence.

William Woollett Jr. Aquatic Center Pool Re-plastering Project – Irvine, CA The William Woollett Jr. Aquatic Center (Aquatic Center) is a swimming facility comprised of three pools, one Olympic size (50 meters x 25 yards) competition pool, one Olympic size (50 meters x 25 yards) diving pool and one instructional pool (25 meters x 25 yards). The City of Irvine needed the Aquatic Center pools to be re- plastered due to the lifespan of the existing pool plaster. Mr. Ching served as the CAD Designer for the design of the new pool surfaces and related waterline tiles, lane line tiles, target tiles, grates and fittings, that will last for a long period of time under different pool chemistry conditions. The design met competition pool requirements and the current State and County pool codes, as well as the current ADA standards. PACE provided the City with pool surface options benefits and drawbacks such as initial installation cost, material lifespan, pool startup requirements, pool operation chemistry conditions, and selected the most suitable option achieving long term cost saving. PACE also prepared all required documents and a Pool Remodel to meet the County and City plan review requirements and assisted the City to obtain all necessary permits and approvals.

La Mirage Pool Renovation – San Diego, CA
Mr. Ching served as the CAD Designer for the aquatic con sulting services provided for six different bodies of water for an existing apartment community for The Irvine Company including a new 4,720 square foot lap pool including new construction, an existing 4,790 square foot small pool, an existing 1,477 square foot big pool, and three (3) existing spas, each between 71-75 square feet, with each being a skimmer style with plaster finish.

Disneyland Hotel Pool Renovation – Anaheim, CA
As the CAD Designer, Mr. Ching provided the CAD production for all the aquatic components of the Disneyland Hotel Courtyard Improvements project including the renovation of the Neverland Pool, design of the new North spa (200 square feet ), South spa (200 square feet ), Arroyo Pool (approximately 3500 square feet ), and the addition of a 4,000 square foot water play area called the Magical Springs Pool. The Magical Springs Pool has an 8' deep activity pool with water play components including geysers, pop jets, fountains, water pyrotechnics, four water slides and water slide structure including manmade rockwork that forms the base of the twenty-four-foot-high water slide. Given extensive existing infrastructure at the hotel, the use of Civil 3D and BIM modeling supported the design process and difficult utility coordination that was need ed by identifying and resolving potential conflicts with the renovation design components.

Pechanga Resort & Casino Pool Remodel – Temecula, CA
Mr. Ching served as the CAD Designer for the renovation plan for the existing Pool ‘D’ Area for Pechanga Resort. The existing spa ‘D1’ and spray ground abjection to pool ‘D’ were removed to be used as a new area for pool ‘D’. Pool ‘D’ was extended to 3,000 square feet and was remodeled with new pool components and a plaster finish.

Hotel Del Coronado Pool Renovation – Coronado, CA
Mr. Ching served as the CAD Designer for the renovation made to the existing pool and spa area at Hotel Del Coronado and the replacement of an existing water feature with a wading pool. PACE also designed a new equipment room complete with all mechanical equipment for the water features.

EDUCATION
B.S. / Computer Science Coursework
Ama Computer College, Philippines
(2000-2003)

Computer Science Transfer Program
Coursework
Cypress College, Cypress CA (2004)

YEARS OF EXPERIENCE
18+ Years
Joined PACE in 2005

REGISTRATIONS
Certified Aquatic Facility Operator
(2018)

AFFILIATIONS
National Recreation and Park
Association

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

RYAN CHING

CAD DESIGNER

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Orchard Hills’s Orchard Terrace Park, Orchard Vista Park, PA1 Neighborhood 3 Park 1, and PA1 Neighborhood 3 Park 2 – Irvine, CA
Mr. Ching served as the CAD Designer for the design of multiple aquatic facilities for the Irvine Company at Orchard Hills including one Jr. Olympic pool, three lap pools, four spas, and three wading pools.

Eastwood Village’s Eucalyptus Park and Mosaic Park – Irvine, CA Mr. Ching served as the CAD Designer for the design of two Jr. Olympic pools, two spas, and two wading pools for the Irvine Company at Eastwood Village.

Stonegate’s Mockingbird Park and Swallows Park – Irvine, CA Mr. Ching served as the CAD Designer for the design of multiple aquatic facilities for the Irvine Company at Stonegate including two Jr.

Olympic pools, two spas, and two wading pools.

Cypress Village’s Arbor Park – Irvine, CA
Mr. Ching served as the CAD Designer for the design of a lap pool and spa for the Irvine Company at Cypress Village’s Arbor Park.

Portola Springs’s Orchard View Park, Center Terrace Park, Tomato Springs park, Valley Vista Park, Village Square Park, Greenfield Park, and Plateau Park – Irvine, CA
Mr. Ching served as the CAD Designer for the design of multiple aquatic facilities for the Irvine Company at Portola Springs including four lap pools, three Jr. Olympic pools, seven spas, and four wading pools.

One Beverly Hills Pools – Beverly Hills, CA
As the CAD Designer, Mr. Ching provided the CAD production for the two pools that PACE designed on podium for One Beverly Hills. The 1200 square foot pool for the North tower and a 2250 square foot pool for the South tower are composed of stainless steel walls lined with PVC to reduce the weight on the structure and provide superior water holding capability compared to traditionally constructed pools.

Ivy Station Hotel and Residences Pools, Spa, and Water Features – Culver City, CA As the CAD Designer, Mr. Ching provided the CAD production for multiple water features for Ivy Station’s landscape architecture located on a 5.2 acre flat . The water features include one 542 square foot pool and one spa partially flushed and part raised for the residential/apartment area, one 600 square foot infinity edge pool for the hotel on the roof level with a stainless steel shell, and fo ur different fountains. These four natural looking fountains include a boulder water feature that produces relaxing white water sounds, a cascading fountain, a runnel, and a unique spray ground that works in conjunction with a spillway water feature.

Bradbury Residence Swimming Pools – Culver City, CA
Mr. Ching served as the CAD Designer for the pool, spa, and mechanical equipment room that were designed by PACE for a residential project in Culver City, CA.

Rolling Hills Club House Pool, Spa, and Fountains – Rancho Palos Verdes, CA Mr. Ching served as the CAD Designer for a 6 lane lap pool, a zero edge kids wading pool, and a 250 square foot spa. Additionally, PACE designed one wade fountain with scuppers and an interactive fountain.

Lake Forest Community Association Swim Lagoon Renovations – Lake Forest, CA PACE was contracted to perform the conceptual design, design development plans and construction documents to renovate the swi m lagoon for the Lake Forest Community Association. The existing swim lagoon had severe water quality issues and was closed by the Orange County Health Care Agency due to issues related to clarity. Mr. Ching served as the CAD Designer for the design of the new 400,000 gallon, 20,000 square foot swim lagoon, which provides sand beach areas simulating a natural swimming environment. The pool water quality is significantly improved by the new design and has been commended by t he Orange County Health Agency. The design is maintenance-friendly and required innovative design to work with existing conditions. Also, the design of the beach shoreline prevents algae growth in the sand media by allowing disinfected water to be circulated through the sand.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 26461 Rancho Parkway South, Lake Forest, CA 92630 Tel: 949.916.3440 Fax: 949.916.3445 www.spirestructures.com

Resume of Experience

Alexandros Bletsos, SE
Principal

Education:

Master of Science, 2001 Bachelor of Science, 2000
California State University, Sacramento University of California, Davis Major: Civil Engineering (Structural) Major: Civil Engineering (Structural)

Registration:

Registered Structural Engineer, License S5659 (CA)
Registered Professional Engineer in Civil Engineering, License C68288 (CA)

Work Experience:

Spire Structural Engineering Inc. 2012-Present
Laguna Hills, CA Principal
Principal of the company responsible for managing a group of engineers and drafters on a wide range of projects. Responsible for the entire project cycle from writing proposal, structural design, getting the project through plan check, and the construction phase. Projects include equipment anchorage for hospitals, tenant improvements, and structural analysis of the structure of specific equipment. The majority of the projects fall under OSHPD jurisdictions.

John A. Martin & Associates 2004- 2012
Los Angeles, CA Senior Project Engineer
Senior project engineer for a wide range of projects that include new design (commercial and public), retrofits, equipment anchorage, and non-linear analysis. The list of projects encompasses a diverse array including office buildings, schools, hospitals, and commercial. Projects covered all types of materials and structural systems. Several of the projects worked on were under DSA and OSHPD jurisdictions.

AB
S Consulting (formerly EQE International) 2002-2004
Irvine, CA Design Engineer
Design engineer that designed and detailed seismic retrofits for several concrete tilt up retrofits.

Performed calculations and detailed drawings for several interior remodels. Designed anchorage for electrical, mechanical, and medical equipment. Developed response spectra for several concrete vaults using the soil structure interaction program SASSI.

Project Experience (Spire Structural Engineering Inc.):

Orchard Hills – Orchard Terrace Park, Orchard Vista Park, PA1 Neighborhood 3 Park 1, and PA1 Neighborhood 3 Park 2, Irvine, CA: structural engineering services for Jr. Olympic pool, lap pools, spas, and wading pools.

Eastwood Village – Eucalyptus Park and Mosaic Park, Irvine, CA: structural engineering services for Jr. Olympic pools, spas, and wading pools.

Stonegate – Mockingbird Park and Swallows Park, Irvine, CA: structural engineering services for Jr. Olympic pools, spas, and wading pools.

Cypress Village – Arbor Park, Irvine, CA: structural engineering services for lap pool and spa.

Portola Springs – Orchard View Park, Center Terrace Park, Tomato Springs park, Valley Vista Park, Village Square Park, Greenfield Park, and Plateau Park, Irvine, CA: structural engineering services for lap pools, Jr. Olympic pools, spas, and wading pools.

Pechanga Resort & Casino Pool Remodel, Temecula, CA: structural engineering services for pool remodel.

Town and Country Resort Renovation Aquatic Facilities, Mission Valley, CA: structural engineering services for main pool, wading pool, and spas.

Ivy Station Hotel and Residences Aquatic Facilities, Culver City, CA: structural engineering services for pools, spa, and fountains.

Four Seasons Calistoga Hotel Pool & Spa, Calistoga, CA: structural engineering services for pools and spas.

Hoag Dialysis Center, Newport Beach, CA: equipment anchorage, tenant improvement, and canopy design.

Kaiser Permanente Medical Center, Baldwin Park, CA: MRI and chiller anchorage, tenant improvement, and coordination of MRI magnet removal.

Kaiser Permanente Medical Office Building, Montebello, CA: UPS, storage rack, electrical anchorage.

Farrell’s Ice Cream Parlor & Restaurant, Brea, CA: tenant improvement of existing building.

San Diego Taz Exhibit, San Diego, CA: seven “tree like” structures for housing birds.

Project Experience (John A. Martin & Associates):
650 Newport Center Drive, Newport Beach, CA: 18-story steel SMF above grade (414,000 sq. ft). 2900 Main, Irvine, CA: 12-story steel SMF above grade.

Tom Bradley International Terminal Loading Docks at LAX, Los Angeles, CA: two-story steel SMF above grade.

Valley Region Middle School #3, Sun Valley, CA: 3-two story steel SCBF buildings (48,000 sq. ft). 9201 W. Sunset Blvd. Parking Garage, Hollywood, CA: one story steel SCBF garage.

Rosedale Multipurpose Building, Rosedale, CA: one story wood building.

Cross Cultural Center at UC Irvine, Irvine, CA: two story wood building.

Rosamond Fire Station No. 15, Rosamond, CA: one story wood building.

San Marcos High School (buildings B and C), San Marcos, CA: two story concrete tilt-up buildings.

Gilroy Public Library, Gilroy, CA: two story concrete shear wall building.

3300 Wilshire, Los Angeles, CA: 11-story concrete shear wall above grade.

Project Experience (ABS Consulting):

Watson Land Company, Carson, CA: one story concrete tilt-up seismic retrofits (multiple buildings).

Newport Beach’s Back Bay, Newport Beach, CA: 3 - one story wood buildings.

California State Prison, Sacramento, CA: renovation of the gymnasium and work center.

Professional Organizations:

Structural Engineers Association of Southern California (SEAOSC) DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 STATEMENT OF QUALIFICATIONS | FIRM

NAME OF FIRM

SQUARE [1] Design Group
10451 Samoa Drive
Huntington Beach, CA 92646
T 560.900.5862
www.SQ1DesignGroup.com
Partnership / Firm Type
A258769 / License Number
90-0510716 / Tax Identiﬁcation Number

EXECUTIVE SUMMARY

SQUARE [1] Design Group is a small, local, emerging enterprise based in Orange County; yet brings broad personal experiencein Water Treatment project design and construction. Our staffs of highly qualiﬁed individuals have been involved in all aspects of new buildings and renovation projects, utility and infrastructure upgrades.

We are familiar with the tasks required to fulﬁll the scope of work related to the design, agency processing, and construction of Water Treatment projects. You can be assured we can effectively and eff iciently manage your projects from start to ﬁnish.

SERVICES

Basic services provided by SQUARE [1] Design Group include all typical project phases. These are SchematicDesign, including Existing Facility Surveys, Design Development, Construction Documents (prepared with 3D Modeling), Agency Submittals and Representation, Bid Representation, ConstructionAdministration, Project Closeout including Agency Certification. Cost Estimating is provided at appropriate intervals as required for budget coordination, funding applications, bidanalysis, and change order negotiation.

STAFF

SQUARE [1] Design Group is a passionate and dedicated team, built around the minds ofinnovative professionals. With a creative vision for architectural design, research, and development, SQUARE [1] Design Group has extended its outstanding service to clients of all industries, relying upon the strikingdepth of skills, experience, and knowledge of many talented individuals.

Partners of the firm, Khanh Doan, and Jack Wilinski have worked continuously with cities throughout Southern California and Arizona in realizing award winning solutions to client needs.

JACK WILINSKI, AIA,Partner, will be an architect of record and an active participant in the design process. He will provide the continuity to direct detailed project development with the architectural and engineering team members as plans and specifications proceed. His close working relationship with local agencies provides a strong link to the emerging issues constantly facing public clients as they look to improve and expand their facilities. Mr.

Wilinski is committed to providing the type of personal service that has led to a continuing relationship with all of our public clients over many years.

KHANH DOAN,will serve as the Senior Designer of your proposed project. He currently directs the firm’s design direction.He will administer the architectural design team, and serves as the point -of-contact. Mr.

Doan brings extensive personal experience in Public, Municipal a nd Education project design and construction. His proactive approach, responsiveness to client needs, and talent to lead problem -solving staff result in successful projects running smoothly, staying on schedule, and being delivered under budget.

EDUCATION
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 STATEMENT OF QUALIFICATIONS | FIRM

• Bachelor of Architecture/ California State Polytechnic University /Pomona, CA.

SELECT PROJECT EXPERIENCE

Modernization & New Construction of over 50 Water Treatment Facilities located in California and Arizona. Scope of work includes site analysis (A DA path of travel), California Building Code Compliance, design documents that illustrate refinement of design, form, character and appearance of the building, design water laboratory to support testing and analyzing wastewater treatment, design of HVAC sy stem and provide Title 24 Energy Compliance Analysis.

RELATED PROJECTS EXPERIENCE

CANYON SPRINGS HIGH SCHOOL AQUATICS CENTER
Moreno Valley, CALIFORNIA

NEWPORT COAST COMMUNITY CENTER
Newport Coast, CALIFORNIA

SANTA MONICA SUSTAINABLE WATER INFRASTRUCTURE PROJECT
Santa Monica, CALIFORNIA

MOUNTAIN HOUSE WATER RECYCLING FACILITY / Phase III Expansion Tracy, CALIFORNIA

EARVIN MAGIC JOHNSON PARK WATER TREATMENT PLANT / City of Los Angeles Los Angeles, CALIFORNIA

PACIFIC GROVE WATER RECLAMATION FACILITY /City of Pacific Grove Pacific Grove, CALIFORNIA

REDONDO BEACH – RINDGE PUMP STATION /City of Redondo Beach Redondo Beach, CALIFORNIA

VISTA CANYON WATER RECYCLING FACTORY /City of Santa Clarita Santa Clarita, CALIFORNIA

SHOW LOW WASTE WATER TREATMENT PLANT / City of Show Low Show Low, ARIZONA

LATHROP CONSOLIDATED TREATMENT FACILITY / City of Lathrop Lathrop, CALIFORNIA

FRIANT RANCH WATER RECYCLING FACILITY / City of Friant
Fresno, CALIFORNIA

SANTA PAULA Water Treatment Facility
City of Santa Paula, CALIFORNIA

ASANTE SPA-2 Water Treatment Facility
Surprise, ARIZONA

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 RESUMES / David Mackey 1

David
Mackey, PLS

EDUCATION
BS, Civil Engineering, Cal Poly Pomona

YEARS OF EXPERIENCE
22 years
Huitt-Zollars

REGISTRATIONS
Professional Land Surveyor (PLS 8912)

David Mackey has 22 years of experience in the preparation of Tract Maps, Parcel Maps, Records of Survey, Right-of-Way maps, Legal Descriptions, ALTA Surveys and Lot Line Adjustments. He has been involved in numerous rehabilitation projects for parks, streets and intersections using conventional survey, GPS survey and scanning. David coordinates field crews, processing field work and delivers final CAD product and has extensive survey experience in Southern California.

RELATED EXPREIENCE
Wishing Tree Park – Torrance, CA
As Project Surveyor, Mr. Mackey was responsible for field coordinating for wishing tree park project. This included coordination of office and field staff of the topographic survey and final delivery. Field survey included all hardscape features, water features, utilities, trees and surrounding walls. Office work included reviewing the Preliminary Title Report, establishing the property boundary, plotting easements and the field coordination of the topographic survey.

RELATED EXPREIENCE
Pacific Electric Bike Trail – Upland, CA
As Project Surveyor, Mr. Mackey was responsible for field coordinating for the bike trail project. This included coordination of office and field staff of the topographic survey and final delivery. Field survey included 50 foot sections along trail, all hardscape features, utilities, trees, HCR and other trail features (trail length 2,500 feet). Office work included preparing a final topo in CAD that included features and contours.

Project
Manager

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 Ar
umugam (Alva) Alvappillai, Ph.D., PE, GE
Principal Engineer / Partner

EDUCATION
Ph.

D. Geotechnical Engineering, 1992
University of Oklahoma
Norman, Oklahoma
M. Eng.

Structural Engineering, 1988
Asian Institute of Technology
Bangkok, Thailand
B.

S. Civil Engineering, 1984
University of Peradeniya
Sri Lanka

PROFESSIONAL REGISTRATIONS
St
ate of California, Registered Civil Engineer, No. C053887 State of California, Registered Geotechnical Engineer, No. G.E.2504

PROFESSIONAL INVOLVEMENT
Mem
ber, American Society of Civil Engineers
Member, Chi Epsilon, National Honor Society for Civil Engineers

RELEVANT EXPERIENCE
Dr
. Alvappillai has more than 20 years’ experience managing and working on various civil public works projects and geotechnical engineering projects in southern California. He also has experience in structural analysis and design, particularly in the area of foundation engineering.

Alva’s primary responsibilities include project management, seismic hazard assessments, project planning/scoping, planning of field investigations, analytical and computer analysis of a wide range of projects, budget management, and report writing. Geotechnical experience includes projects related to settlement and expansive soils, foundation engineering, slope stability, landslide and earthquake engineering. Dr. Alvappillai has also performed third party geotechnical report review and structural plan review services for the City of San Dimas as well as for the City of Anaheim.

Dur
ing his career, Dr. Arumugam Alvappillai, Ph.D. has undertaken the following relevant projects:

REPRESENTATIVE PROJECTS
Design Phase
Ci
ty of Irvine – Yale Avenue Pavement Rehabilitation Project - Principal Engineer American Geotechnical performed a Falling Weight Deflectometer survey of 5,900 feet of existing roadway and advanced subsurface soil testing for pavement design alternatives.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ARUMUGAM ALVAPPILLAI
2 ALVA ALVAPPILLAI RESUME PUBLIC WORKS JULY 2016
City of Fountain Valley - Sewer Line Repair Project (CivilSource, Inc.) - Principal Engineer/Project Manager
The project consists of replacing portions of existing sewer lines at a total of seven different locations in the City of Fountain Valley. American Geotechnical investigated all seven locations and provided geotechnical recommendations for the design and construction of the replacement sewer pipes. Field investigation consisted of drilling of one boring at each of the proposed sewer replacement locations. Recommendations were provided in a written report and included geotechnical criteria for temporary excavations and pipe design.

C
ity of Stanton - Thunderbird Lane Sewer Improvement Project (CivilSource, Inc.) - Principal Engineer/Project Manager
A geotechnical investigation for the replacement of a portion of a sewer line in the City of Stanton was performed. The field investigation included drilling of two small diameter borings along the alignment of the new sewer line. A written report with the recommendations for temporary excavations, pipeline design and other geotechnical considerations was provided.

E
ast Orange County Water District - Emergency Generator Pad for Water Supply Sidehill Booster Pump - Principal Engineer
Provided geotechnical engineering services for earthwork recommendations and foundation design for a proposed emergency generator pad for an existing sidehill booster pump. The scope of work included geologic reconnaissance of an existing hillside, subsurface exploration, laboratory testing to engineering analysis for development of earthwork recommendations and preparation of foundation and retaining wall design criteria.

E
l Toro Water District Water Treatment Facility Expansion, Laguna Hills, CA (PACE) - Principal Engineer
Performed geotechnical engineering investigation for earthwork recommendations and foundation design for a proposed treatment facility expansion for above ground water reservoirs.

E
ast Orange County Water District – Seismic Hazard and Slope Stability Analysis of Existing 6 MG Peters Canyon Reservoir – Orange, CA - Principal Engineer Performed engineering geology and geotechnical engineering services for evaluation of geologic and seismic hazards associated with the existing reservoir site and assessment of slope stability under normal soil and catastrophic reservoir failure saturated soil conditions. The scope of work included geologic mapping of existing fill slopes/natural hillside, subsurface exploration, groundwater seepage evaluation, laboratory testing, engineering and induced ground motion analysis and slope stability analysis.

C
ity of Compton - Pavement Rehabilitation/Resurfacing Project (CivilSource, Inc.) - Principal Engineer/Project Manager
A geotechnical investigation was performed to determine the causes of distress to asphalt pavement in several streets throughout the City of Compton and to provide remedial recommendations. The scope of our work included gathering and reviewing available information, drilling of six bodings distributed throughout the area of study, laboratory testing and pavement analysis. Our conclusions and recommendations for various pavement rehabilitation options were provided in a written report.

C
ity of Newport Beach – Heliotrope Avenue Storm Water Improvement Project - Principal Engineer (On-Call Services)
The proposed construction included installation of a below ground, precast concrete tank to a depth of 20 feet below ground surface. American Geotechnical performed a geotechnical investigation of the site and provided recommendations for temporary excavation, shoring and foundation support for the tank.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ARUMUGAM ALVAPPILLAI
3 ALVA ALVAPPILLAI RESUME PUBLIC WORKS JULY 2016
C
ity of Huntington Beach - Well No. 9 Project (PACE) - Principal Engineer A geotechnical investigation for design and construction of a new water filter tank assembly was performed. The investigation included drilling of a deep boring to evaluate the site soil conditions including the potential for earthquake induced liquefaction. A written report with the recommendations for grading, mat foundations, temporary shoring, seismic design, and other geotechnical considerations was provided.

C
ity of Torrance - 186th Street Improvement Project (CivilSource) - Principal Engineer The project consisted of widening of the street as well as design and construction of a subsurface infiltration system to alleviate flooding in the street area. It was proposed that the subsurface infiltration system be installed within the adjacent public park grounds. A geotechnical investigation consisting of one boring in the street and three borings in the adjacent park was performed. The borings in the park were also utilized for percolation testing. A geotechnical report including conclusions and recommendations for street widening and subsurface infiltration system was provided.

C
ity of La Palma - Electronic Billboards, Burger King Parking Lot (CivilSource) - Principal Engineer
A geotechnical investigation for the design and construction of two separate electronic billboards near Freeway 91 was performed. The proposed height of the billboards was up to 90 feet. The investigation included drilling of a deep boring to evaluate the site soil conditions including the potential for earthquake induced liquefaction. A written report with the recommendations for pile foundation, and other geotechnical considerations was provided.

M
arygold Mutual Water Company – 2-MGAL Water Reservoir – Principal Engineer Provided geotechnical consulting services for earthwork recommendations and foundation design for a proposed 2-million gallon above ground water reservoir.

O
range County Healthcare Agency - 401 South Tustin Renovation Project - Principal Engineer
The site development consisted of the demolition of the existing buildings and construction of three new single-story buildings, each approximately 7,500 square feet. Other improvements consisted of an approximately 1,000 square foot, single-story maintenance building and a miscellaneous structure to house a generator pad/electrical equipment. Construction also consisted of associated parking, driveways, underground utilities, walls, appurtenances, and other improvements. The scope of work included subsurface exploration of the site and preparation of a geotechnical report. We also provided geotechnical observations and testing services during construction which included compaction testing for fill placement, utility backfill as well as asphalt pavement sections.

C
ity of Rolling Hills Estates - Peter Weber Equestrian Center Facility Renovation/ Expansion – Principal Engineer
American Geotechnical performed an investigation at the City of Rolling Hills Estates Peter Weber Equestrian Center to provide geotechnical and environmental recommendations for the renovation/expansion of existing horse stable facilities. The project site is situated adjacent to and ov
erlying the former Palos Verdes Landfill Complex. Our investigation included sampling and logging of subsurface soils, environmental monitoring and sampling during drilling activities, laboratory testing of selected soil samples. A written report including recommendations for the proposed construction was provided based on the results of the field and laboratory investigati on
as
well as engineering analyses.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ARUMUGAM ALVAPPILLAI
4 ALVA ALVAPPILLAI RESUME PUBLIC WORKS JULY 2016
Construction Phase
I
rvine Ranch Water District - East Irvine Zone 1 to 3 Meter Replacement Project, PR 5519, Code 6416 – Principal Engineer
American Geotechnical provided: field and laboratory tests to ensure proper backfill and compaction throughout the project; reviewed contractor’s methods of shoring and bracing of trench excavation; confirmed compaction and suitability of foundation material; recommend over- excavation, and direct removal of unsuitable materials; provided results of tests with evaluations after each series of tests to the District’s resident engineer and provided a summary report which included all work and tests performed.

C
ity of Newport Beach – Corona Del Mar Entry Improvement Project – Principal Engineer Provided material testing, sampling, and inspection services to support construction for the Corona Del Mar Entry Improvements Project. This project consisted of removal and replacement of existing pavement, subgrade preparation for new curb and gutter and access ramps; grinding (cold mill); reconstructing and overlaying portions of roadway; constructing sidewalks, curb and gutter, cross gutter and access ramps. The project location is the south bound lane of Pacific Coast Highway at Begonia Avenue to Carnation Avenue.

C
ity of Newport Beach – 15TH Street/Balboa Blvd Revitalization Project – Principal Engineer American Geotechnical provided material testing, sampling, and inspection services to support construction for the 15th Street/ Balboa Boulevard Revitalization Project. Our scope of work consisted of sampling, laboratory testing, compaction testing of subgrade soil and import soil, PCC and AC lab testing and compaction testing.

C
ity of Newport Beach - Ocean Boulevard and Marguerite Avenue Pavement Reconstruction - Principal Engineer
American Geotechnical provided laboratory testing of subgrade soils for Maximum Density determination, compressive strength testing of Polypropylene fiber reinforced concrete.

Construction support services included subgrade compaction testing and continuous observation sampling and testing for temperature slump and fabricated concrete test cylinders for determinatio n
of
compressive strength.

I
rvine Ranch Water District - Piezometer Automation Project (3 dam locations) - Principal Engineer
Provided an engineering technician for observation and trench compaction testing following installation of vibrating wire piezometer installation at (3) locations: Rattlesnake Canyon Dam; Sand Canyon Dam; Syphon Canyon Dam. We sampled excavated soil at each location and performed laboratory maximum density tests. We also provided an engineering compaction report for each location.

I
rvine Ranch Water District - Syphon Reservoir Outlet Structure Rehabilitation Project - Principal Engineer
Provided engineering technicians for sampling and testing soil and structural concrete. Laboratory tests consisted of soil maximum density and concrete compressive strength. We performed compaction testing during backfill of structures and provided engineers compaction report at completion of project.

C
ity of Newport Beach - Residential Street Overlay Program (University Drive, La Vida Drive, Monrovia Ave, 16th St & Production Place) - Principal Engineer Performed observation and testing services for the residential street overlay program (5 streets) in the City of Newport Beach. Work included observation and testing of existing subgrade and base, and material and compaction testing during asphalt concrete placement. The purpose of our effort DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ARUMUGAM ALVAPPILLAI
5 ALVA ALVAPPILLAI RESUME PUBLIC WORKS JULY 2016
was to verify that the general contractor’s work was completed in accordance with the project plans, specifications, and code requirements.

City of Newport Beach – Miscellaneous Paving Repair – Bristol Street South, Newport Coast Drive, and Jamboree Road at Coast Highway South – Principal Engineer Provided engineering supervision during construction that included field sampling and testing of subgrade and asphalt concrete. Laboratory testing of soils, aggregate base and asphalt concrete using Caltrans test methods.

City of Irvine – San Diego Creek Channel Improvements – Principal Engineer Provided engineering supervision during construction that included field and laboratory sampling and testing of structural concrete, shotcrete, asphalt concrete and rip rap materials using Caltrans test methods and in accordance with the Irvine QA/QC program, plans and specifications.

City of Torrance – Crenshaw Boulevard Rehabilitation (182nd Street to 190th Street, T-22) – Principal Engineer
American Geotechnical, Inc. provided Independent Assurance Sampling and Testing (IAST) for soil, aggregate base and asphalt concrete including laboratory testing of soil, aggregate and asphalt concrete on this federally funded, major street rehabilitation project.

City of Laguna Woods – El Toro Road Pavement Reconstruction Project (MBA Consulting) - Principal Engineer
Provided geotechnical construction services for this major multi-lane roadway rehabilitation project.

Our laboratory staff analyzed project soils, aggregate base, structural concrete and asphalt concrete materials in our materials testing laboratory; our field technicians provided full-time field observation and compaction testing services during construction to confirm the adequacy of subgrade soil compaction and moisture contents, aggregate base and asphalt concrete placement, access ramp replacement, sidewalk expansion and curb and gutter/median replacement, and we sampled and tested structural concrete for catch basin construction. We also provided specialized pavement services including observations of full depth removal, replacement testing, and ARHM roadway overlays.

City of Los Angeles - Riviera Country Club Underground Irrigation Storage Reservoir and Pump Station (PERC Water Corp) - Principal Engineer
Providing engineering technicians for observation, documentation, field sampling and testing of soil, concrete and asphalt concrete; laboratory testing of construction materials; deputy inspection of concrete reinforcement under the purview of LADBS.

City of El Monte Water Department – VOC – Treatment Plant Wells No. 2A & No. 3. (Civiltec, Inc.) – Principal Engineer
Provided engineering supervision during construction that included field sampling/testing and laboratory testing of subgrade soils, sand bedding, aggregate base, masonry, concrete and asphalt concrete. Project included trench backfill for the pipeline between Wells No. 2A and No. 3 Treatment Plant Wells; over-excavation and compaction of plant foundation areas and testing of structural concrete and masonry materials.

Marygold Mutual Water Company - 2-MGAL Water Reservoir - Construction Materials Testing & Inspection – Principal Engineer
American Geotechnical provided geotechnical engineering materials testing and deputy inspection services for construction of a 2-million gallon above ground water reservoir.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

ARUMUGAM ALVAPPILLAI
6 ALVA ALVAPPILLAI RESUME PUBLIC WORKS JULY 2016
Irvine Ranch Water District – Manning and Portola Booster Pump Station Generator Project (PR 11667) – Principal Engineer
Provided engineering supervision during construction that included field sampling/testing and laboratory testing of subgrade soils, sand bedding, aggregate base, concrete and asphalt concrete for the installation of two booster pump stations.

I
rvine Ranch Water District - Well 115 Replacement Project - 11627 (3717) – Principal Engineer
The project included the demolition of an existing drinking water well and the drilling and equipping of the replacement well located along the northbound 5 freeway. Provided geotechnical observation, sampling and testing of soil, aggregate base, concrete and asphalt concrete.

Laboratory testing included the engineering properties and suitability of the on-site and imported soil and rock materials utilized during the course of the project. Also maximum density determination of soil and aggregate, sand equivalency and asphalt concrete Hveem Maximum Density.

I
rvine Ranch Water District – Randall Street and Lolita Avenue Domestic Water Pipeline Replacement (PR11408) – Principal Engineer
Provided engineering supervision during construction that included geotechnical observations, documentation, material sampling and compaction testing during installation of domestic water line.

Laboratory tests were performed for onsite soil, import sand bedding, aggregate base and asphalt concrete. Compaction tests were performed during trench backfill, aggregate base placement, asphalt base course and wear course.

C
ity of Irvine – Civic Center Fuel Station Underground Storage Tank and Dispenser Island Replacement (CIP 361203) – Principal Engineer
Provided engineering supervision during construction that included field sampling/testing and laboratory material testing for soil, aggregate base and concrete for replacement of underground fuel storage tanks and construction of concrete driveways and dispenser island.

I
rvine Ranch Water District - No. 11659 (3913) – Kelvin Avenue Cathodic Protection Project (The Charter Apartment Homes) – Principal Engineer
Provided engineering supervision during construction that included geotechnical consulting services, deputy inspection, and materials testing for soil, and asphalt concrete for multiple waterline laterals.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 Fei-chiu (Jerry) Huang, Ph.D., P.E., G.E., QSD/QSP
Principal Engineer

EDUCATION
Bachelor of Science in Civil Engineering

TAMKANG UNIVERSITY
Taipei, Taiwan, R.O.C.

Master of Science in Civil and Environmental Engineering (Geotechnical)

UTAH STATE UNIVERSITY
Logan, Utah
Doctor of Philosophy (Geotechnical)

NORTHWESTERN UNIVERSITY
Evanston, Illinois

PROFESSIONAL REGISTRATIONS
State of California, Professional Engineer in Civil Engineering, No. C55670 State of California, Geotechnical Engineer, No. GE2601
State of California, Governor’s Office of Emergency Services (OES), Post-Disaster Safety Assessment Program (SAP) Evaluator, No. SAP63537
California Stormwater Quality Association (CASQA), Qualified SWPPP Developer (QSD) and Qualified SWPP Practitioner (QSP), Certificate #20136

RELEVANT EXPERIENCE
Dr. Huang has more than 25 years of experience in southern California in all aspects of the civil and geotechnical engineering related fields. He has managed many infrastructure and development projects for public sectors and private clients. He has provided civil and geotechnical engineering services for projects ranging from bridges, levees, pipelines, tunnels, shafts, and reinforced concrete box (RCB), shoring/shields, commercial/industrial developments, large planned communities, and single family custom home developments. Dr. Huang has extensive experience in project development and construction management throughout southern and northern California areas. His primary duties were focused on project planning and management, site characterization, analysis and interpretation of subsurface data, static and dynamic design and analysis of shallow and deep foundations, pavement design, liquefaction analysis, as well as earth retaining and stabilizing structures. He investigated and mitigated various landslide and slope failure problems. His current duties included client contact, proposal preparation, planning geotechnical and forensic investigations, engineering data analyses, foundation design and recommendations, project management, as well as report writing. Dr. Huang has involved various types of construction projects including new construction, grading, landslide stabilization, slope repair, levees, tunnels, pipelines, shafts, reinforced concrete box (RCB) and temporary shoring/shields design, etc.

Dr. Huang has more than 2 5 years of geotechnical forensic investigation experience. He has worked on various construction litigation projects for lawyers, homeowner associations, insurance companies, financial institutions, and major developers in California. He ha s investigated various foundation problems, and designed treatments including shallow and deep foundation repairs, retaining structures stabilizations, mechanically-stabilized earth (MSE) retaining wall design and analysis, landslide/slope stabilizations, levee failure investigation, groundwater problems investigation, and pavement rehabilitation.

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 FEI-CHIU (JERRY) HUANG, PH.D.
2 In addition to his expertise in geotechnical engineering, Dr. Huang also involved in various civil engineering and construction related projects, including but n ot limited to preparation of precise grading plans, erosion and sediment control plans (ESCP), drainage design, hydrology studies and hydraulic structure calculations, sustainable site design, storm water Best Management Practice (BMP) design, Low Impact Design (LID), and Water Quality Management Plan (WQMP). Dr. Huang is certified as Qualified SWPPP Developer (QSD) and Qualified SWPPP Practitioner (QSP).

REPRESENTATIVE PROJECTS

City of Newport Beach – Concrete Street Pavement Reconstruction, Anade Avenue, Montero Avenue, and Alvarado Place, Project No. 18R21 – Project Engineer Geotechnical observation and testing services of concrete placement for proper coverage and consolidation, of reinforcement and placement, trench bottom and trench backfill for new pipe, concrete cylinders preparation, laboratory testing of soils and concret e. The project encompasses pavement reconstruction and associated curb, gutter, sidewalk, ramp, subdrain, catch basin, and storm drain work for about 160 linear feet of 6 th Street, 510 Linear feet of Anade Avenue, and 543 linear feet of Montero Avenue, and 518 linear feet of Alvarado Place for a combined 1,570 linear feet of Portland Cement Concrete (PCC) road reconstruction on 4 surface streets in the Balboa Peninsula area, Newport Beach, California.

City of Newport Beach – Ocean Boulevard and Marguerite Avenue Pavement Rehabilitation, Contract No. 5581 – Project Engineer
Prepared final compliance repo rt summarizing the on -call geotechnical observation and testing services during construction. The project encompasses reconstruction of a 7 -inch thick polypropylene, fiber - reinforced Portland Cement Concrete (PCC) street pavement, access ramps, curb and gutter, and sidewalk at Ocean Boulevard and Marguerite Avenue in the City of Newport Beach, California.

City of Newport Beach – Camino Shores Community and Dochester Road Street Rehabilitation – Project Manager
Geotechnical investigation for evaluating various distresses observed in street asphalt pavement within Camino Shores Community. The investigation included subsurface exploration by coring of existing pavement sections and hand-augering of ten (10), 8-inch diameter borings to depth of 5 feet below ground surface, laboratory testing of representative intact and bulk samples, engineering analyses and pavement design, as well as preparation of report. Conducted observation and testing services during street rehabilitation and prepared final compaction report.

City of Newport Beach – Bayview Heights Drainage Runoff Treatment Project – Project Engineer Geotechnical observation and testing services consists of subgrade, subgrade sample collection, placement and compaction of soil, laboratory testing, and preparation of final report.

City of Palos Verdes Estates – Removal of Seven Buildings on Palos Verdes Drive West, Palos Verdes Estates, California – Project Engineer
Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project consists of removal of seven buildings and othe r improvements on seven properties, minor grading to create desired grade elevations, and compaction of near -surface materials as well as installation of a drainage system.

City of Poway – FY12/13 Reline/Replace Sewer Pipelines: Tierra Bonita Road, Olive Tree Lane, and Allbrook Drive – Project Engineer
Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses relining/replacing sewer pipelines, installing new manholes, DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 FEI-CHIU (JERRY) HUANG, PH.D.
3 and new sewer cleanout at Tierra Bonita Road, Olive Tree Lane, and Allbrok Drive in the City of Poway, California.

East Municipal Water District – Diaz Lift Station Replacement, Southeast Corner Diaz Road and Rancho Way, Temecula, California – Principal Engineer
Designed temporary shoring system options for wet well excavation and sewer pipeline trench excavations and prepared project design report (PDR).

South Coast Water District - Lift Station Number 2 Force Main Rehabilitation, Laguna Niguel and Laguna Beach, CA – Project Engineer
Provided geotechnical observation and testing services at 10 access pits, performed laboratory testing and construction coordination, and prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses sliplining the existing pipe with a high density poly ethylene pipe, excavating access pits at selected locations along the force main alignment, perform ing open cut -and-cover trenching, constructing new force main sections at relatively small sections of the force main near LS -2 and at the west end of the resort property. Excavations for the access pits and trenches are up to approximately 15 feet deep.

South Coast Water District – Niguel Shores Valve Replacement, Halyard Road, City of Dana Point, CA – Project Engineer
Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses valve replacement at the Niguel Shores Halyard Road in the City of Dana Point, California.

South Coast Water District – Bluff Drive Infrastructure Replacement Project – Project Engineer Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses infrastructure replacement at the intersection between Bluff Drive and Pacific Coast Highway in the City of Laguna Beach, California.

Irvine Ranch Water District - On-Call Laguna Canyon Road and Quail Hill Parkway Cathodic Protection Project – Project Engineer
Performed geotechnical observation and testing services during construction. The project encompasses cathodic protection of pipelines.

Irvine Ranch Water District – Eastwood Recycled water Pump Stat ions Project Zone A to B and Zone A to C – Project Engineer
Attended pre-construction meeting, performed observation and testing services during construction. The project encompasses construction of new pump stations, conversion pipelines for ILP Zone C to Zone B and ILP bottom drain modifications in City of Irvine, California.

Irvine Ranch Water District – Well 115 Replacement Project, Project Nos. 11667 and 11675 – Project Engineer
Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses replacement of existing Well 115 in City of Irvine, California.

Irvine Ranch Water District – Manning and Portola Zone 9 Booster Pump Stations Generator Project – Project Engineer
Prepared final compaction report summarizing the geotechnical observation and testing services performed during construction. The project encompasses two booster pump station site in Modjeska Canyon, an unincorporated area of Orange County (Manning), and Portola Hills (Portola Zone 9).

Irvine Ranch Water District – Kelvin Avenue Cathodic Protection Project – Project Engineer DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 FEI-CHIU (JERRY) HUANG, PH.D.
4 Prepared final report summarizing the deputy inspection and material testing services during asphalt pavement (AC) placement by the subcontractor. The project is located at 2750 Kelvin Avenue in the City of Irvine, California. The project encompasses exca vation and backfilling of utility trenches followed with resurfacing roadway with asphalt concrete.

Frank Springer & Associates, Inc. – Omish Road Box Culvert/Bridge – Project Engineer Geotechnical investigation for the proposed construction of a new, four concrete side -by-side box culvert/bridge, 12-feet wide by 32 -feet long by 6.5 -feet high, to replace the existing CMP culvert across Omish Road within Rincon Indian Reservation in San Diego, California. The investigation includes subsurface exploration consisting of one small -diameter boring, laboratory testing, engineering analyses and design, and providing geotechnical recommendations for the proposed concrete culvert/bridge.

OC-Rehab 1, LLC – Via Ballena Landslide Repairs – Project Manager Provided geotechnical design recommendations for temporary steel trench shield shoring of trench excavation during proposed reinforced concrete box (RCB) culvert installation for the Via Ballena Landslide Repair project in the City of San Clemente, California.

City of Glendale – Chevy Chase Sewer Diversion Project – Project Manager Provided forensic geotechnical evaluation for the law firm on behalf of City of Glendale to investigate project geotechnical engineering firm who fails to identify large cobbles and boulders during subsurface exploration resulting in huge construction cost increase and damage of tunnel boring machines drilling bits.

The general contractor has to revise the construc tion plans and equipment and delays the construction schedule.

D. J. Scheffler, Inc. – Sari Relocation – Yorba Linda Spur – Consulting Engineer Performed consulting services for reviewing construction plans and shoring design and calculations to install 36-inch diameter secant piles launching and receiving shafts for sewer tunneling work across Santa Ana River in the City of Yorba Linda, California.

D. J. Scheffler, Inc. – Carlsbad Desalination Faraday Shaft – Project Engineer Performed consul ting services to investigate shoring design by others and construction of 18.5 feet diameter shaft supported by 36 -inch diameter secant piles wall for Macario Canyon Tunnel Crossing project in City of Carlsbad, California.

SNW-Wilson Blue Lake Transmission Project – Project Manager Provided forensic geotechnical evaluation on behalf of project contractor to investigate project geotechnical engineering firm who fails to identify larage cobbles and boulders during subsurface exploration resulting in huge construction cost increase and damage of drilling bits to exca vate tunnel launching and receiving shafts. The project is located in Troutdale, Oregon.

Shorecliff Huntington Beach vs. City of Huntington Beach – Project Manager Civil and geotechnical forensic investigation for the law firm on behalf of Shorecliff HB to review existing storm drain design and capacities that entered into Shorecliff HB and causes significant flooding within the community.

Granite Park Homeowners Association – Realignment of 54-inch RCP Storm Drain Project – Project Engineer
Provide forensic investigation and onsite observation services for the law firm on behalf of Granite Park HOA to review proposed realignment of 54 -inch RCP storm drain project adjacent to Granite Park HOA community in City of Pasadena.

TEAM HOURS

WORK ITEM DESCRIPTION

ESTIMATED MAN-HOURS & FEES
Project
Manager
Design
Engineer
Electrical
Engineer
CAD
Designer
Project
Coordinator
Structural
Engineer
Geotechnical
Engineer Survey Architect Man-hour
Subtotal

1. Project Management and
Meeting 16 16 8 40

2. 65% Drawings 6 60 60 8 32 40 12 218

3. 95% Design Drawings 6 40 4 40 2 15 12 119

4. 100% Final Contract Drawings,
Specifications and Estimates
(bid set)
2 24 2 24 2 8 62

5. Permitting Assistance 2 16 2 20

6. Bidding and Construction
Support 2 40 2 2 4 50
TOTAL 34 196 6 124 16 25 32 40 36 509
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

REFERENCES
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT REFERENCES // 40
William Woollett Jr. Aquatic Center Pool Re-plastering Project – Irvine, CA
The William Woollett Jr. Aquatic Center (Aquatic Center) located between Heritage Park and Irvine High School is a world class swimming facility comprised of three pools, one Olympic size (50 meters x 25 yards) competition pool, one Olympic size (50 meters x 25 yards) diving pool and one instructional pool (25 meters x 25 yards). The City of Irvine needed consulting services for the Aquatic Center pools to be re-plastered due to the lifespan of the existing pool plaster. The City hired PACE to produce the design for the new pool surfaces and related waterline tiles, lane line tiles, target tiles, grates and fittings, that will last for a long period of time under different pool chemistry conditions. The design met competition pool requirements and the current State and County pool codes, as well as the current ADA standards.

PACE provided the City with pool surface options benefits and drawbacks such as initial installation cost, material lifespan, pool startup requirements, pool operation chemistry conditions, and selected the most suitable option achieving long term cost saving. The design also included a pool plaster demolition plan, considering the environmental impact in terms of noise and dust due to the project proximity to a school. PACE also prepared all required documents and a Pool Remodel to meet the County and City plan review requirements and assisted the City to obtain all necessary permits and approvals.

PACE also recommended the pool shell structural integrity to be examined during the project so that any structural condition deficiencies that would be discovered could be addressed once the plaster is removed.

Relevant Features:
6 One Olympic size (50 meters x 25 yards)
competition pool
6 One Olympic size (50 meters x 25 yards) diving
pool
6 One instructional pool (25 meters x 25 yards)
6 Designed re-plastering for new pool surfaces
6 Designed new waterline tiles, lane line tiles,
target tiles, grates and fittings
6 Design met current State and County pool codes
and current ADA standards
6 Provided options to acquire long term cost
savings
City of Irvine – Public Works and Transportation
Department
Agency/firm name:

Michael Courtney
(949) 337-7017
[email protected]
Contact Info:

Dates services performed:
2021 - 2023
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT REFERENCES // 41
The Covington Pool Renovation – Aliso Viejo, CA
PACE provided engineering services for The Covington project by assessing and renovating the existing pool and spa. The design allowed the reuse of the existing pool and spa equipment including the filters, pumps, and disinfection system and replaced the gas heater with heat exchangers.

Relevant Features:
6 Pool and Spa assessment
6 Re-plastered the pool and spa
6 Replaced pools and spa skimmer, skimmer
equalizers, main drain covers, lights, etc.
6 Reused the existing pool and spa equipment
(filters, pumps, disinfection system)
6 Replaced the gas heater with heat
exchangers
Olson Construction Company
Agency/firm name:

Chip Olson
Office (760) 452-5099
Mobile (760) 613-4266
[email protected]
Contact name:
2018 - 2020
Dates services performed:

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT REFERENCES // 42
Town and Country Resort Pool Renovation – Mission Valley, CA PACE led the engineering of the pool area renovation including the design of a new main resort pool at 4,000 SF featuring a sloped beach entry, a 190 SF skimmer spa with one raised edge (50% of perimeter) and an ADA transfer wall, a single-slide tower with a 280 SF skimmer splash pool, and a 250 SF children’s wading pool with a sloped beach entry.

Relevant Features:
6 Pool area renovation
6 Performed coordination and field support
during construction
Lowe Destination Development
Agency/firm name:

Todd Majcher
Office (310) 802-7405
Mobile (310) 948-9647
[email protected]
Contact name:
2019 – 2020
Dates services performed:

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT REFERENCES // 43
City of Santa Ana Memorial Pool and Civic Center Fountain Renovation – Santa Ana, CA
The evaluation included waterproofing, nozzles, piping, chemistry control and delivery, pump, filtration, materials and lighting. Construction documents were prepared based on recommended improvements from the assessment report.

PACE provided assessment consulting services and engineering design services for the rehabilitation of the Memorial Pool in the City of Santa Ana, a public-use swim facility. The 167' x 65' pool, with depths ranging from three to 12 feet, was originally constructed in 1961 and is open seasonally from Memorial Day to Labor Day. The pool system developed operational issues and increased maintenance costs resulting from cracking, leaks, and black algae. PACE performed a thorough assessment of the existing system and determined the minimum level of action necessary to rectify the pool's issues and reduce the City's operational and maintenance cost. The evaluation included an audit of equipment and operations to ensure current Health Department and California Building codes were met, and determined that the mechanical pumping system was out of compliance. Final recommendations and design services were performed to repair the pool shell including waterproofing, plaster, fittings, lighting, and tile. Decking renovations were also recommended and the pumping system was redesigned to comply with current Health Department codes including a new pump as well as repair of cracks in the pump station room. A chemical storage room was also designed to provide proper ventilation.

Relevant Features:
6 Renovated pumping
6 Renovated lighting
6 Waterproofing
6 Pump renovation
City of Santa Ana
Agency/Firm Name:

Kenny Nguyen
Office (714) 647-5632
[email protected]
Contact Name:
2008 – 2011
Dates Services Performed:

ADDITIONAL AQUATIC FACILITIES EXPERIENCE
Pools, water slide, 2 hot tubs, 2 cold plunge pools, interactive waterplay area, golf course lakes
3000 SF hour glass shaped pool, 2,700 SF oval shaped pool, 4,900 SF rectangular shaped pool and 5 spas and one wading pool
3,400 SF pool, 1,600 SF slide pool, 175 SF spa, 95 SF spa, two water walls, water play area, and water feature
Pool with freeform water falls, sport pool, spa, wading pool, water slide and wading pool, lazy river
Existing pool assessment and implementation of operational improvements to gain local permits
Main resort pool, water slide, sports pool, wading pool, resort day spas, 1.5 mile Gila River replica
Existing pool assessment and design of new pump equipment, pool plastering and chemical storage room
Saltwater pool with spray jets, spa with waterfalls and automatic covers Saltwater lap pool, 3 spas with infinity edges
Pool, water slide and hot tub
Pool and 2 hot tubs
2 streams, 1 pool, 2 spas
1 rim flow saltwater pool, 3 spas, 2 waterfalls
Pool and spa above parking garage, 2 fountains
Pool with zero edge entry, 2 spas, 1 wading pool, 2 indoor spas, lap pool Saltwater resort pool, activity pool, rim flow pool, wading pool, saltwater spa, and indoor spa
25,000 SF meandering pool and underwater grotto, koi ponds, swan and flamingo features, 6 waterfalls, 2 water slides
Pool with waterfall, 2 spas, 1 wading pool with beach entry and shooting jets, waterfall and stream feature
Lap pool, wading pool, hot tub, entry fountain
Natural ocean swim lagoon, saltwater boatway, 3 swimming pools, spas Pool, 250 SF hot tub, 2 smaller hot tubs
Pool and spa on 11th floor of Westin Denver International Airport Hotel 555 sf rim flow edge pool, a 735 sf pool and 130sf spa
Two 504 sf infinity edge pools and one spa on the hotel rooftop, two 900 sf skimmer pools and two spas on the amenity deck, and six 230 sf infinity edge residential pools with three pools on the North tower, and three on the South tower One Olympic size (50 meters x 25 yards) competition pool, one Olympic size (50 meters x 25 yards) diving pool, one instructional pool (25 meters x 25 yards) Pool and hot tubs
Two pools on podium, 1200 sf pool for the North tower and a 2250 sf pool for the Lagoon pool, 2 spas, waterfall, water slide
Pool, 2 hot tubs
Rancho Palos Verdes, CA
Irvine, CA
San Diego, CA
Terranea Resort
Irvine Company Spectrum Park Pools and
Spas
San Diego Marriott Aquatic Facilities
Renovation
Phoenix, AZ
Yountville, CA
Chandler, AZ
Santa Ana, CA
The Pointe Hilton at Squaw Peak
Yountville Community Pool Renovation
Sheraton Wild Horse Pass Resort
City of Santa Ana Memorial Pool
Renovation
Keystone, CO
Avon, CO
Parker, AZ
Chandler, AZ
Grand Residence Marriott
Westin Riverfront
Bluewater Casino & Resort
Westin Monache
Snowmass, CO
South Hotel at Mammoth Lakes
Phoenix, AZ
Truckee, CA
Westin at Snowmass Village
South Hotel at Mammoth Lakes
City North
Northstar Highlands Ritz Carlton Club
Newport Coast, CA
Ka’anapali Beach, Maui, HI
T amarack, ID
Newport Coast, CA
Lake T ahoe, CA
Pelican Hill Resort Hotel & Villa Clubhouse
Westin Maui
Tamarack Resort
Crystal Cove Community
Hilton Waikoloa Village
Village North Condominium / Hyatt Resort
Denver, CO
Los Angeles, CA
Century City, CA
Irvine, CA
Ketchum, ID
Beverly Hills, CA
Rancho Mirage, CA
Mammoth Lakes, CA
Westin Denver International Airport
Metropolis Pool
New Century Plaza
William Woollette Jr. Aquatic Center Pool
Re-plastering Project
Limelight Hotel
One Beverly Hills
Westin Mission Hills Resort
The Village at Mammoth Lakes
Waikoloa, HI

PROJECT NAME PROJECT NAME DESIGN COMPONENTS
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

SCHEDULE
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SCHEDULE // 45
Based on PACE's current understanding of this project from the information provided in the RFP , the following is the proposed project design schedule:

We are aware that there is a desire to complete the design for the project as quickly as possible. We have reviewed the project schedule and are very comfortable with meeting the schedule milestones in the timeframes prescribed. Additionally, we approach our projects with a mentality that if we can minimize design revisions, the project can proceed ahead more quickly. We will apply our experience with fast-paced design-build and design-bid-build projects to ensure schedule objectives are always met.

PROJECT SCHEDULE

ACTIVITY START DATE FINISH DATE
Contract Award February 2023 February 2023
Project Kick-Off Meeting March 2023 March 2023
Concept Design March 2023 March 2023
Final Design (65%, 95% And 100% Drawings, Specs) May 2023 July 2023 Pool Permitting August 2023 September 2023
Bidding And Construction Contract Award October 2023 October 2023 Construction November 2023 February 2024
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

CONSTRUCTION BUDGET
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT CONSTRUCTION BUDGET // 46

CONSTRUCTION BUDGET
Preliminary Pool Renovation Construction Cost Estimate Demonstration We understand it is very important for the City of Buena Park to know a budgetary pool renovation construction cost. Without a detailed pool renovation design and construction scope of work, it is difficult to provide an accurate estimate.

Based on higher construction costs in materials and labor and recently bid municipal pool improvement projects (Woollett Aquatic Center pools in City of Irvine, specifically) we believe the cost estimate in the RFP “FEASIBILITY REPORT” exhibit “L ” is too low. We have prepared an initial demonstrative estimate of the probable construction costs, and we believe the cost will be in the range of $1.1 million to $1.4 million for the Peak Park Pool and $400,000 to $600,000 for Boisseranc Park Pool. ” DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

SUBCONSULTANTS
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 C091 // PROFESSIONAL ENGINEERING DESIGN SERVICES PROPOSAL FOR THE CITY OF BUENA PARK – PEAK PARK AND BOISSERANC PARK POOL IMPROVEMENTS PROJECT SUBCONSULTANTS // 47
Spire Structural Engineering, Inc. was established in 2005 to provide structural engineering analysis and design of many types of new and existing structures utilizing all materials. Spire’s staff of ten are determined to provide its clients with designs that take into account cost, ease of construction, and cutting-edge construction methods to meet the objectives of each project. The firm’s principals, Jeremy Welton and Alexandros Bletsos, are California registered structural engineers with many years of experience in the design and analysis of various structures, utilizing computer modeling applications such as SAP2000, ETABS, and RISA3D. Spire focuses on new construction as well as structural upgrades and seismic retrofits meeting the current building code, ASCE 31/41 or other criteria. The firm has experience with all types of analysis including linear and nonlinear techniques. Nonlinear static (pushover) techniques have been applied in evaluating existing complex structures and the firm’s principal also has past experience with both linear and nonlinear response history analyses.

American Geotechnical is a firm of consulting engineers and geologists specializing in geotechnical engineering, geology, groundwater hydrology, and seismology. American Geotechnical was founded in 1984 as a California corporation and provides services regionally and nationally. In addition to new development projects, their experience also includes property evaluations/risk management, moisture intrusion and groundwater studies, earthquake and fault studies, slope stability and landslide evaluations, etc. They also have significant experience in performing distress investigations and forensic studies and providing remedial recommendations to correct problems to existing structures and other improvements.

Huitt-Zollars also offers a complete range of land surveying services to support all types of clients and projects, ranging from On-Call Surveying contracts with City, County, and State governmental agencies to developers, construction companies, Title Companies, and the real estate industry. With their experienced group of Professional Land Surveyors, multiple field crews, office Survey Technicians, and state- of-the-art surveying and mapping equipment, they are able to provide clients with well-coordinated, cost-effective surveys and related documentation in a timely and efficient manner.

Spire Structural Engineering, Alexandros Bletsos – Structural Engineer 28641 Rancho Parkway South
Lake Forest, CA 92630
(949) 916-3440
American Geotechnical, Inc., Alva Alvappillai – Geotechnical Engineer 22725 Old Canal Road
Yorba Linda, CA 92887
(714) 685-3900
Huitt-Zollars, David Mackey – Surveyor
2603 Main Street, Suite 400
Irvine, CA 92614
(949) 988-5815
Structural Engineering
Geotechnical Engineering
Survey Engineering
SQUARE [1] Design Group is a unique form of a group design partnership that has embarked on new markets, focusing on the extensive experience of the new staff in the design of recreation developments, city/county facilities, and public schools. The firm is centrally located within Southern California. Work is generated in collaboration with the client in the field, from design sessions to construction administration. The organizational philosophy of the firm is one of a studio effort, with teams of design and technical personnel working with the Partner-in-Charge and Project Manager throughout the life of a project, from design through construction.

Square [1] Design, Khanh Doan – Structural Engineer
10451 Samoa Drive
Huntington Beach, CA 92646
(562) 900-5862
Architecture

SUBCONSULTANTS
DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

EXHIBIT “B”

CALIFORNIA LABOR CODE COMPLIANCE
[Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700]

If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:

1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Consultant agree to be bound by all the provisions thereof as though set forth in full herein.

2. Consultant shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to CITY prior to the Effective Date of this Agreement.

3. Consultant agrees to comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at
(http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Consultant shall, as a penalty to the City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Consultant or by any subcontractor.

4. Pursuant to California Labor Code Section 1771.4, Consultant’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Consultant shall post job site notices as prescribed by DIR regulations and furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).

5. Consultant shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records. The Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors.

6. Consultant shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.

7. Consultant shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.

8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:

“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”

Date _______________ Signature ____________________________________

DocuSign Envelope ID: A7105339-BD55-4EF6-B04D-001EFF96907D 2/16/2023 | 5:01:10 PM PST
DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

AUTHORIZATION FOR CHANGE ORDER

TO: Department of Public Works ATTN: Annie Singhal
City of Buena Park DATE: June 5, 2023
6650 Beach Blvd. PROJECT: C091 – Peak Park and
Boisseranc Park Pool Renovation
Buena Park, CA 90621 C.O. AUTHORIZATION #: 01

The following was not included in the original c ontract. We are requesting authorization for additional budget.

Description of Services:

Task 4A – Added ADA Ramp , New Shades and Pool Deck Fire Egresses for Peak Park Pool, and Pool Deck Lighting for Boisseranc Park Pool

1. Added ADA Ramp in Peak Park Pool:

Provided ADA ramp options, exhibits and cost estimates
Coordinated with OC Health and other consultants for the ADA ramp design Provide ramp construction plans and details including deck grading revision, deck slot drain revision, ramp layout and sections, structural design, ramp tiling and railing, pool recirculation inlets, existing pool gutter bypass at the ramp location.

2. Added new shade structures at both en ds of the pool to replace the existing shade structures , and provided pool exhibits to the City.

3. Added two pool deck egress es along the existing wrought iron fence to meet requirements from Fire Department.

4. Boisseranc Park pool deck lighting – in the project proposal, it was assumed no pool deck lighting design in the scope based on RFP. The deck lighting design was added during design process.

Project Personnel Hours Rate Fee
Project manager 30 hrs x $245 $7,350
Structural Engineer 24 hrs x $200 $4,800
Architect 24 hrs x $200 $4,800
Electrical Engineer 24 hrs x $235 $5,640
Electrical Designer 40 hrs x $145 $5,800
Design Engineer 120 hrs x $145 $17,400

Amount of Compensation:

This Request - Change Order # 01:$ 45,790

Estimated By: ______________________________ 6/05/2023 Zirang Song, PE - PACE Date

AGREED TO AND ACCEPTED BY:

By_____________________________________ ___________
City of Buena Park Date
DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 By Laurie Aubuchon at 9:50 am, Jun 12, 2023
DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3 DocuSign Envelope ID: 922F993A-4435-4C08-9F88-E0209EA8D7E3

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CITY OF BUENA PARK
Department of Public Works

Amendment No. 2 to Agreement No. 23-04

PROJECT NAME: Peak Park and Boi sseranc Park Pool Improvements Project

SCOPE OF WORK: Provide additional construction support services for Peak Park and Boisseranc Park Pool Improvements Project

CONSULTANT: Pacific Advanced Civil Engineering, Inc.
17250 Newhope Street, Suite 200
Fountain Valley, CA 92708

This Amendment No. 2 to Agreem ent No. 23-04 is dated January 09 , 2024, and is between the City of Buena Park, a California municipal corporation (“City”) and Pacific Advanced Civil Engineering, Inc., a California corporation (“Consultant”).

RECITALS

Whereas, City and Consultant ent ered into Agreement No. 23-04 d ated February 14, 2023, (“Agreement”), pursuant to which Consultant was retained by City to provide professional design engineering services for the Peak Park and Boisseranc Park Pool Improvements Project.

Whereas, the City and Consultant previously entered into Amendm ent No. 1 to the Agreement on June 12, 2023 (“Amendment 1”) to expand the scope of design services to be provided under the Amendment.

Whereas, the City and Consultant now desire to enter into this Amendment No. 2 to increase the construction support services to be provided by Consultant under the Agreement.

Now therefore, the parties agree as follows:

1. ADDITIONAL SERVICES. In addition to the “Services” to be pro vided by Consultant under the Agreement, and the “Additional Services” to be provided by Consultant under Amendment No. 1, Consultant sha ll perform the additional constr uction support services that are set forth in Consultant ’s Proposal dated December 13, 2023, attached to Amendment No. 2 as Exhibit “A” (“Additional Construction Support Services”).

2. TIME OF PERFORMANCE. Consul tant shall commence performance o f the Additional Construction Support Services immediately upon receipt of a wri tten notice from the City’s Designated Official and shall perform the Additional Constructi on Support Services in a timely and diligent manner in accordance with the Schedule of P erformance for the Original Services so as not to delay the overall Project.

DocuSign Envelope ID: 7101C838-352F-4DE3-98E6-7783D855DF39

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3. ADDITIONAL COMPENSATION. In addition to the Compensation to be paid Consultant under the Agreement and Amendment 1 , as full and complete compe nsation for Consultant’s provision of the Additional Construction Support S ervices under this Amendment 2, including reimbursem ent of expenses, City shall pa y Consultant the NOT TO EXCEED amount of $21,790.00. The not-to exceed amounts authorized by this Amendment 2 for the Additional Construction Support Services sh all not be reallocated to cover cost overages for servi ces provided under the Agreement o r Amendment 1 absent advance approval from the City.

4. INCORPORATION. Except as expr essly modified or supplemented by this Amendment No. 2, all of the provisions of the Agreement and Amendment 1 shall remain unaltered and in full force and effect. In the event of a conflict between th e provisions of this Amendment No. 2 and the provisions of the Agreement, the provisions of th i s A m e n d m e n t N o . 2 control.

CITY OF BUENA PARK PACIFIC ADVANCED CIVIL ENGINEERING, INC.

A Municipal Corporation A California corporation

BY:

Aaron France, City Manager Mark Krebs, President

DATE: ______________________________

ATTEST:

____________________________________
Zirang Song, Vice President/Recreational
Water Division Manager
BY:

Adria M. Jimenez, MMC, City Clerk

APPROVED AS TO FORM:

BY:

Christopher G. Cardinale, City Attorney

DocuSign Envelope ID: 7101C838-352F-4DE3-98E6-7783D855DF39 1/17/2024 | 3:41:05 PM PST

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Exhibit A

DocuSign Envelope ID: 7101C838-352F-4DE3-98E6-7783D855DF39

AUTHORIZATION FOR CHANGE ORDER

TO: Department of Public Works ATTN: Hyang Sun (Hysun) Lee City of Buena Park DATE: December 13, 2023
6650 Beach Blvd. PROJECT: C091 – Peak Park and
Boisseranc Park Pool Renovation
Buena Park, CA 90621 C.O. AUTHORIZATION #: 02

The following was not included in the original c ontract. We are requesting authorization for additional budget.

Description of Services:

Task 6A – Additional Hours for Construction Support (T&E NTE)

Due to unforeseen existing site conditions and the large quantity of RFIs from the contractor, additional hours for construction support are requested hereby. These hours are the estimated based on current construction conditions and the number of RFIs, and submittals received so far. The estimated additional hours included two trips to the project site for inspections. This task will be performed on a Time & Expense basis and Not To Exceed (T&E NTE) without prior approval from the City of Buena Park. Hourly breakdown will be included in monthly invoices.

The tasks to be performed under this change order will be:

1. Review additional RFIs and provide responses and recommendations.

2. Review construction submittals from contractors

3. Visit sites as needed for inspections

Project Personnel Hours Rate Fee
Project manager 12 hrs x $245 $ 2,940
Design Engineer 120 hrs x $145 $17,400

Amount of Compensation:

This Request - Change Order # 02:$ 20,340

Estimated By: ______________________________ 12/13/2023 Zirang Song, PE - PACE Date

AGREED TO AND ACCEPTED BY:

By_____________________________________ ___________
City of Buena Park Date
DocuSign Envelope ID: 7101C838-352F-4DE3-98E6-7783D855DF39 PAGE 1 OF 2
AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
No. 23-04

This Amendment No. 3 to Professional Services Agreement No. 23- 04 (“Amendment”) is dated as of March 27, 2024 , and is between the City of Buena Park, a California municipal corporation (“CITY”) and Pacific Advanced Civil Engineering, Inc., a California corporation (“CONSULTANT”). CITY and CONSULTANT are at times referred to herein jointly as the “Parties” and individually as a “Party.”

WHEREAS, the Parties previously entered into that certain Profe ssional Services Agreement dated February 14, 2023, (the “Agreement”), pursuant to which CITY contracted with CONSULTANT to provide the Prof essional Design Engineering Servi ces for the Peak Park and Boisseranc Park Pool Improvements Project, as such “Services” a re more specifically defined in the Agreement; and

WHEREAS, the Parties subsequently entered into Amendment No. 1 to the Agreement dated June 12, 2023, to expand the Services to be provided by t he CONSULTANT to include additional elements not mentioned in initial design phase; and

WHEREAS, the Parties subsequently entered into Amendment No. 2 to the Agreement dated January 9, 2024, to increase the construction support ser vices to be provided by the CONSULTANT under the Agreement; and

WHEREAS, the original term of the Agreement is scheduled to expire on March 31, 2024, and the Parties now desire to entered into Amendment No. 3 to the Agreement to extend the term of the Agreement to match the anticipated project completion date of July 31, 2024, provided that no additional monetary compensation or consideration shall be due or payable to CONSULTANT as a result of said extension.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. TERM. Section 4.0 of the Agreement is hereby deleted and replaced with the following:

4.0 TERM.

The term of this Agreement shall commence on February 14, 2023, and shall remain in full force and effect until July 31, 2024 unless extended upon the mutual written agreement of the Parties or earlier terminated pursuant to Section 10 of the Agreement.

2. INCORPORATION. Except as expressly amended herein this Amendment No. 3, all other terms and provisions of the Agr eement as modified by previous A mendment No. 1 and Amendment No. 2 shall govern this Amendment No. 3 and remain in full force and effect, being deemed incorporated fully herein by this reference.

[signatures on following page]

DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 PAGE 2 OF 2

CITY OF BUENA PARK PACIFIC ADVANCED CIVIL ENGINEERING, INC. a California Municipal Corporation A California corporation By:

B y :

Aaron France, City Manager

Mark Krebs, President
ATTEST:

By:

B y :

Adria M. Jimenez, MMC, City Clerk Zirang Song, Vice President/Recreational Water Division Manager
APPROVED AS TO FORM:

By:

Christopher Cardinale, City Attorney

DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182

By Laurie Aubuchon at 9:50 am, Jun 12, 2023
DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182 DocuSign Envelope ID: 88740574-A98D-4548-BE87-A7EC0ABA1182

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AMENDMENT NO. 4 TO

PROFESSIONAL SERVICES AGREEMENT
No. 23-04

This Amendment No. 4 to Professional Services Agreement No. 23- 04 (“Amendment No. 4”) is dated as of May 11, 2024 , and is between the City of Buena Park, a California municipal corporation (“CITY”) and Pacific Advanced Civil Engineering, Inc., a California corporation (“CONSULTANT”).

CITY and CONSULTANT are at times referred to herein jointly as the “Parties” and individually as a “Party.”

Whereas, the Parties previously entered into that certain Profe ssional Services Agreement dated February 14, 2023 , (the “Original Agreement”), pursuant to which CITY contracted with CONSULTANT to provide professional design engineering and construction management services for the Peak Park and Boisseranc Park Pool Improvements Project, as such “Services” a re more specifically defined in the Original Agreement; and

WHEREAS, the Parties have subsequently amended the Original Agr eement on three (3) separate occasions to expand the scope of services to be provided by CON SULTANT, increase compensation to be paid by CITY, and to extend the term of the Original Agreeme nt, with the last of these amendments being Amendment No. 3 dated March 27, 2024 (cumulatively the “A mendments,” and the Original Agreement as modified by the Amendments simply the “Agreement”); and

WHEREAS, the Parties now desire to enter into this Amendment No . 4 to further expand the Services to be provided by CONSULTANT under the Agreement and establish the compensation to be paid by CITY in exchange for the additional services.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. ADDITIONAL SERVICES . In addition to the “Services” and “Additional Services” to be provided by CONSULTANT under the Agreement, CONSULTANT shall provide the ad ditional construction support services that are set forth in CONSULTANT's letter prop osal dated April 25, 2024, attached this Amendment No. 4 as Exhibit “A” (“Additional Construction Support Services”).

2. TIME OF PERFORMANCE . Consultant shall commence performance of the Additional Construction Support Services immediately upon receipt of a wri tten notice from the City’s Designated Official and shall perform the Additional Constructi on Support Services in a timely and diligent manner in accordance with the Schedule of Performance for the Services so as not to delay the overall Project.

3. ADDITIONAL COMPENSATION . In addition to the Compensation to be paid Consultant under the Agreement, as full and complete compensation for Consultant ’s provision of the Additional Construction Support Services under this Amendment 4, including reimbursement of expenses if any, CITY shall pay CONSULTANT the total NOT TO EXCEED amount o f $9,440.00. The not to exceed amounts authorized by this Amendment 4 for the Additional Construction Support Services shall not be reallocated to cover cost overages for Services or Additional Services provided under the Original Agreement or Amendments, absent advance approval from the City.

4. INCORPORATION. Except as expressly modified by this Amendment No. 4, all ot her terms and provisions of the Agreement shall govern this Amendment No. 4 a nd remain in full force and effect, being incorporated fully herein by this reference.

[signatures on following page]

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CITY OF BUENA PARK PACIFIC ADVANCED CIVIL ENGINEERING, INC.

A Municipal Corporation A California corporation

BY:

Aaron France, City Manager Mark Krebs, President

DATE: ______________________________

ATTEST:

____________________________________
Zirang Song, Vice President/Recreational Water
Division Manager
BY:

Adria M. Jimenez, MMC, City Clerk

APPROVED AS TO FORM:

BY:

Christopher G. Cardinale, City Attorney

Page 3 of 3 ends

Exhibit A

AUTHORIZATION FOR CHANGE ORDER

TO: Department of Public Works ATTN: Hyang Sun (Hysun) Lee City of Buena Park DATE: April 25, 2024
6650 Beach Blvd. PROJECT: C091 – Peak Park and
Boisseranc Park Pool Renovation
Buena Park, CA 90621 C.O. AUTHORIZATION #: 03 (Revised)

The following was not included in the original c ontract. We are requesting authorization for additional budget.

Description of Services:

Task 6B – Additional Hours for Construction Support (T&E NTE)

The project construction schedule and the project contract are extended, additional hours for construction support are requested hereby. These hours are the estimated based on current construction conditions and the number of RFIs, and submittals received so far. The estimated additional hours included two trips to the project site for inspections. This task will be performed on a Time & Expense basis and Not To Exceed (T&E NTE) without prior approval from the City of Buena Park. Hourly breakdown will be included in monthly invoices.

The tasks to be performed under this change order will be:

1. Review additional RFIs and provide responses and recommendations.

2. Review construction submittals from contractors

3. Visit sites as needed for inspections

Project Personnel Hours Rate Fee
Sr. Project manager 4 hrs x $260 $1,040
Design Engineer 56 hrs x $150 $8,400

Total: $9,440

Amount of Compensation:

This Request - Change Order # 03: $ 9,440

Estimated By: ______________________________ 04/25/2024 Zirang Song, PE - PACE Date

AGREED TO AND ACCEPTED BY:

By_____________________________________ ___________
City of Buena Park Date
City of Buena Park
City Council Regular Meeting Agenda Report
ORDINANCE AMENDING CHAPTER 2.60 THE NAVIGATION CENTER OVERSIGHT COMMSSION OF TITLE 2

ADMINISTRATION OF THE BUENA PARK MUNICIPAL CODE
Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
CONSENT CALENDAR Item: 4J
Presented By
Dale Kurata, Community Services Supervisor
Prepared By
Dale Kurata, Community Services Supervisor
Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Adopt an ordinance amending Chapter 2.60 of the Navigation Center Oversight Commission of Title 2 Administration of the Buena Park Municipal Code.

PREVIOUS CITY COUNCIL ACTION
In June 2019, City Council discussed creation of the Navigation Center Oversight Board and directed staff to return with recommendations for committee member appointees. On July 9, 2019, City Council appointed representatives to the Navigation Center Oversight Board. On June 14, 2022, the City Council directed staff to formalize the Navigation Center Oversight Board via Ordinance, added an additional resident to the Board, and designated the District 5 Council Member as the City Council liaison to the Board. On June 28, 2022, City Council approved all of the items requested on June 14, 2022.

On March 12, 2024, City Council directed staff to amend the ordinance of the Navigation Center Oversight Commission pertaining to Section 2.60.020 Members - Number and Qualifications.

DISCUSSION
City Council provided staff with direction to expand the eligibility and requirements for Navigation Center Oversight Commissioners to include individuals and businesses from the broader Buena Park community. By removing restrictions based on residential, work locations, and proximity of residence and businesses to the Navigation Center, the City Council gains access to a wider pool of talent and perspective individuals, while ensuring the commission reflects the diversity of the community it serves.

The amendment to the ordinance occurs in section 2.60.020 Members - Number and Qualifications.

Previously, this section read:
"The Navigation Center Oversight Commission shall consist of nine voting members. One member shall be a representative from the Buena Park Collaborative, one member shall be a representative from the Buena Park School District, one member shall be a social worker or an Orange County health care worker, one member shall be a representative of a Health Care provider, two members shall be representatives from businesses in the surrounding area of the Navigation Center, one member shall be a Buena Park resident, and two members shall be Buena Park residents living in any of the surrounding Attachments
Draft Ordinance - Navigation Center Member Qualifications.pdf Study Session_3-12-24_Direction Regarding the Navigation Oversight Commission.pdf areas of the Navigation Center identified as the Poet Tract, south of the Navigation Center, between Valley View Avenue and Knott Avenue; the residential area located within 8th Street to Melrose Avenue, between Knott Avenue and Western Avenue; or the bird tract, south of Orangethrope Avenue, between Holder Street and Valley View Street." The amended language now reads:
"The Navigation Oversight Commission shall consist of nine voting members. One member shall be a representative from the Buena Park Collaborative, one member shall be a representative from a school district serving the City of Buena Park, one member shall be a social worker or an Orange County health care worker, one member shall be a representative of a Health Care provider, two members shall be representatives in the community, and three members shall be Buena Park residents."

BUDGET IMPACT
There is no budget impact with the adoption of this ordinance.

ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BUENA PARK AMENDING CHAPTER 2.60 NAVIGATION CENTER OVERSIGHT COMMISSION OF TITLE 2 ADMINISTRATION TO THE BUENA PARK MUNICIPAL CODE The Buena Park City Council does hereby ordain as follows:

Section 1: Section 2.60 of Title 2 of the Buena Park Municipal Code is here by amended to read as follows:
"Chapter 2.60 Navigation Center Oversight Commission 2.60.010 Establishment. 2.60.020 Members – Number and qualifications. 2.60.030 Members – Appointment, terms and vacancy filling. 2.60.040 Members - Removal grounds and procedure. 2.60.050 General Purpose and Responsibilities. 2.60.060 Secretary. 2.60.070 Chairperson and vice-chairpersons. 2.60.080 Meetings. 2.60.090 Stipends. 2.60.010 Establishment. There is created and established in the city a Navigation Center Oversight Commission, with membership, powers and duties as provided in this chapter. Wherever referred to as the “Navigation Center Oversight Commission” in this code, or as the “commission” in this chapter, the same shall mean the Navigation Center Oversight Commission. 2.60.020 Members - Number and qualifications.

The Navigation Center Oversight Commission shall consist of nine voting members. One member shall be a representative from the Buena Park collaborative, one member shall be a representative from a school district serving the city of Buena Park, one member shall be a social worker or an Orange County health care worker, one member shall be a representative of a Health Care provider, two members shall be representatives from businesses in the community, and three members shall be Buena Park residents.

All members must submit to and pass a LiveScan fingerprint check.

Ordinance No.

Page 2 ends

2. 32.0 30 Members - Appointment, term and vacancy filling.

Members of the Navigation Center Oversight Commission shall be appointed to a term of four years. Members may only serve a total of three four-year terms, for a total of 12 years.

Members of the Navigation Center Oversight Commission term shall coincide with the district Council Member’s term by whom the member was appointed.

If a vacancy shall occur other than by expiration of a member's term, it is the district Council Member’s responsibility to fill the vacancy by appointment for the unexpired portion of that term.

2.60.040 Members - Removal grounds and conditions.

A Navigation Center Oversight Commissioner member may be removed at any time at the discretion of the appointing district Council Member, without the need for full City Council discussion and approval.

2. 32.050 General purpose and responsibilities.

A. To monitor, review and recommend nationally-recognized and regional best practices for the operation of the Navigation Center to the Buena Park City Council, resulting in the reduction and/or elimination of negative impacts to the residents, businesses, and school in the surrounding area of the Navigation Center.

B. Other responsibilities as directed by City Council that fall within the guidelines of the Community Services Department.

C. Promote City Core Values: Commitment, Respect, Integrity, Communication, Teamwork, Excellence and Equity.

2. 32.06 0 Secretary.

The Director of Community Services, or his or her designee, shall serve as secretary to the Navigation Center Oversight Commission and shall be the custodian of records and keep a permanent record of all minutes of the board, conduct official correspondence, and coordinate the clerical and technical work in administering this chapter. A copy of the minutes of board meetings shall be filed with the city clerk. 2.60.070 Chairperson and vice-chairperson.

The rotation for chairperson and vice-chairperson shall be conducted per City Council policy in January of every year.

The chairperson shall preside at each such meeting of the Navigation Center Oversight Commission and the vice-chairperson shall preside over such meetings in the absence of the chairperson.

Ordinance No.

Page 3 ends

2.60.080 Meetings.

Regular meetings of the Navigation Center Oversight Commission shall be as determined by the staff liaison, his or her designee, or the commission. Special meetings may be scheduled as necessary.

2.60.090 Stipends.

Members of the Navigation Center Oversight Commission shall receive a stipend of $25 per attendance at any regular meeting of the Commission.

Ordinance No.

Page 4 ends

Section 3: All conflicting Ordinances of Title 2 Chapter 2.60 are hereby repealed.

Section 4: Severability. The City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction, or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences and words of this Ordinance shall remain in full force and effect.

Section 5: This Ordinance shall take effect thirty (30) days after its adoption.

Section 6: The City Clerk of the City of Buena Park shall certify to the passage of this Ordinance and shall cause the same to be posted in the manner required by law.

PASSED AND ADOPTED this day of , by the following called vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

________________________________
Mayor

ATTEST:

_______________________________
City Clerk

I, Adria M. Jimenez, MMC, City Clerk of the City of Buena Park, California, do hereby certify that the foregoing ordinance was introduced and passed at a regular meeting of the City Council of the City of Buena Park held on the day of .

________________________________
City Clerk

4/19/24, 1:54 PM AgendaLink
https://horizon.agendalink.app/buenaparkca/print/action/65de5954ab99630034c0a112?print=true 1/2 City of Buena Park
City Council Regular Meeting Agenda Report

DISCUSS AND PROVIDE DIRECTION REGARDING THE NAVIGATION CENTER OVERSIGHT COMMISSION Meeting
Tuesday, March 12, 2024, 5:00 PM
Agenda Group
STUDY SESSION Item: 9C
Presented By
Jim Box, Director of Community Services
Prepared By
Jim Box, Director of Community Services
Approved By
Aaron France, City Manager

DISCUSSION
At the request of Council Member Traut and Vice Mayor Ahn, this item is being presented for City Council discussion and guidance. City staff has been tasked with assessing and providing recommendations regarding the current composition of the Navigation Center Oversight Commission, particularly focusing on the nine members who are residents of the City, employed or involved in business within the City, and have a vested interest in the coordination of the Buena Park Navigation Center.

The City has seven established City commissions/committees which serve as advisory bodies to the City Council.

These commissions/committees facilitate public input and citizen participation in the determination of City policies. City Council Members directly appoint citizens to serve on these commissions/committees.

On June 28, 2022, City Council adopted the ordinance formalizing the Navigation Center Oversight Commission.

The ordinance took effect 30-days after adoption. Upon adoption of the ordinance, those who were serving previously on the commission became official members of the Navigation Center Oversight Commission.

City Council confirmed the appointments of:

Joseph Crumpler as the resident representative for the Bird Tract for a term that will expire on July 31, 2024;
Edward Choi as the business/faith-based representative for a term that will expire on July 31, 2024; Lisa Jessup as the resident representative for the Bird Tract for a term that will expire on July 31, 2025; 4/19/24, 1:54 PM AgendaLink
https://horizon.agendalink.app/buenaparkca/print/action/65de5954ab99630034c0a112?print=true 2/2 Commission Purpose:

The Buena Park Navigation Center Oversight Commission serves the fundamental purpose of enhancing and fostering communication among residents, businesses, and community agencies. Its goal is to bolster community awareness, facilitate support, and optimize the operations of the Buena Park Navigation Center in addressing homelessness within the City of Buena Park.

Meeting Frequency:

The Commission convenes quarterly, with meetings scheduled for July, October, January, and April.

Staff seeks City Council consideration in expanding the eligibility and requirements for Navigation Center Oversight Commissioners to include individuals and businesses from the broader community of Buena Park.

By removing restrictions based on residential, work locations, and proximity of residence and businesses to the Navigation Center, City Council gains access to a wider pool of talent and perspective individuals, ensuring that the commission reflects the diversity of the community it serves.

Cristina Chang (CURRENTLY VACANT) as the business representative (5,500 feet from Navigation Center) for a term that will expire on July 31, 2025; (Please note Ms. Chang has resigned from her position) Barry Ross as the representative for Providence St. Jude Medical, term expired on July 31, 2023; Carol McCann as the representative for the Buena Park Collaborative for a term that will expire on July 31, 2024;
Sheena Innocente as the representative for OC Social Workers for a term that will expire on July 31, 2025;
Darren Macapagal as the resident representative of the City of Buena Park at large for a term that will expire on December 8, 2026;
Madeline Morrison as the representative for a local school district for a term that will expire on December 8, 2026.

City of Buena Park
City Council Regular Meeting Agenda Report

APPROVAL TO INCREASE SPENDING CAP FOR ON-CALL EMERGENCY SEWER REPAIR SERVICES WITH AYALA ENGINEERING, INC.

Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
CONSENT CALENDAR Item: 4K
Presented By
Jason Tran, Assistant Engineer
Prepared By
Mina Mikhael, Director of Public Works/City Engineer
Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Increase the spending cap for Public Works Contract with Ayala Engineering Inc. to increase the contract budget by $100,000; and 2) Authorize the Purchasing Manager to amend the existing purchase order.

PREVIOUS CITY COUNCIL ACTION
On March 14, 2023, the City Council approved a two-year contract with Ayala Engineering, Inc. to provide on-call emergency sewer repair services without a guaranteed minimum and a not-to-exceed amount of $200,000. The contract term began on April 1, 2023, and remains effective until March 30, 2025.

DISCUSSION
The City operates and maintains over 168 miles of sewer lines. While the City’s sewer staff handles routine maintenance tasks, there are occasional instances where the sewer lines experience failures, necessitating prompt emergency repairs. In cases where work exceeds the capabilities of City staff, Ayala Engineering, Inc. is contracted to perform immediate on-call emergency services upon request. This has allowed the City to address emergency repairs quickly and minimize costs.

The City expended a total of $162,291 in 2023, and $21,323 in 2024 related to emergency sewer repair. The current contract with Ayala Engineering, Inc. has a remaining balance of $16,388 and there is approximately one year remaining in the term of the contract. In preparation for future emergency sewer repairs, staff recommends the approval of a budget amendment in a not-to-exceed amount of $100,000. The City Attorney has reviewed and approved the amendment to the budget within the existing contract.

BUDGET IMPACT
The amendment is in the amount of $100,000. The approval of the budget amendment does not directly appropriate or expend funds. Services will be requested, as needed, for emergencies. Costs associated with the on-call services contract will be funded by the Miscellaneous Sewer System Improvements budget (Account No. 52-9806-490010).

City of Buena Park
City Council Regular Meeting Agenda Report
APPROVE AMMENDMENT TO CITY COUNCIL POLICY NUMBER 24 COMMISSION ENTERPRISE FUNDS

EXPENDITURES
Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
CONSENT CALENDAR Item: 4L
Presented By
Connie Hurtado, Community Services Supervisor
Prepared By
Connie Hurtado, Community Services Supervisor
Approved By
Aaron France, City Manager
Attachments

RECOMMENDED ACTION
Approve an amendment to City Council Policy No. 24 increasing the City Council approval threshold of Commission Enterprise Funds expenditures from $1,000 to $5,000.

PREVIOUS CITY COUNCIL ACTION
On September 15, 2015, the City Council provided clariﬁcation regarding Commission Enterprise Funds. The disbursement of funds remains the responsibility of the respective commissions.

DISCUSSION
City Council Policy Statement No. 24 provides guidance on Commission Enterprise Funds. Commissions may establish a fund for monies received from fundraising events and donations to be deposited with the City. The monies deposited to the Commission Enterprise Fund shall be used by the Commission to supplement funds budgeted for Commission- related events or equipment. Requests for expenditure must be submitted to the Commission for a vote and approved by the majority. Once approved, disbursements of all funds shall comply with the City's current policies and procedures. Any requests over $1,000 must also be presented to, and approved by, the City Council prior to disbursement. Commissions must receive City Council authority for new programs and fundraising activities.

Staff is requesting City Council approval to amend City Council Policy No. 24 to increase the threshold for City Council approval for disbursement of Enterprise Funds from $1,000 to $5,000. The request is based upon an increase in the cost of goods and services for programs.

BUDGET IMPACT
There is no budget impact associated with this item.

Draft Policy No 24.pdf
Policy No 24 Commission Enterprise Funds_DRAFT.pdf
No:_24_____

Date of Council Meeting
Approval:

CITY COUNCIL POLICY STATEMENT

RESPONSIBLE DEPARTMENT: CITY COUNCIL

CONTACT PERSON: CITY CLERK

SUBJECT: COMMISSION/COMMITTEE ENTERPRISE FUNDS

Commissions/Committees may establish a fund for monies received from fundraising events and donations to be deposited with the City. The monies deposited to the commission/committee Enterprise Fund shall be used by the commission/committee to supplement funds budgeted for commission/committee-related events.

Requests for expenditure must be submitted to the commission/committee for a majority vote approval. Once approved, disbursements of all funds shall comply with the City’s current policies and procedures.

Any requests over $5,000 must also be presented to and approved by the City Council prior to disbursement.

A written report of all transactions and bank statements will be presented each month at the commission/committee meeting to be reviewed by all commission/committee members and City Council, if requested. Commissions are asked to reference transactions and balances in the commission minutes.

Commission/committees must receive City Council authority for new programs and fundraising activities.

No: 24

Date of Council Meeting Approval: 09/22/2015

CITY COUNCIL POLICY STATEMENT

RESPONSIBLE DEPARTMENT: CITY COUNCIL

CONTACT PERSON: CITY CLERK

SUBJECT: COMMISSION/COMMITTEE ENTERPRISE FUNDS

Commissions/Committees may establish a fund for monies received from fundraising events and donations to be deposited with the City . The monies deposited to the commission/committee Enterprise Fund shall be used by the c ommission/committee to supplement funds budgeted for commission/committee-related events.

Requests for expenditure must be submitted to the c ommission/committee for a majority vote approval. Once approved, disbursements of all funds shall comply with the City’s current policies and procedures.

Any requests over $1,000 must also be presented to and approved by the City Council prior to disbursement.

Commission/committees must receive City Council authority for new programs and fundraising activities.

City of Buena Park
City Council Regular Meeting Agenda Report
SELECTION OF THE 2024 MYRNA HOLMQUIST SCHOLARSHIP AWARDEE AND APPROVAL OF SCHOLARSHIP AMOUNT
Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
CONSENT CALENDAR Item: 4M
Presented By
Jessica Fewer, Senior Management Analyst
Prepared By
Eddie Fenton, Assistant City Manager/Director of Human
Resources
Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Award the 2024 Myrna Holmquist Scholarship to Tiffany Elnitiarta in the amount of $10,000.

PREVIOUS CITY COUNCIL ACTION
In January 2024, Council Members Brown and Castañeda were appointed to the Myrna Holmquist Scholarship Ad Hoc Committee.

DISCUSSION
Each year, the Myrna Holmquist Scholarship is awarded to students who have a career interest in the Communications ﬁeld and desire to apply their knowledge and leadership abilities to a career within the ﬁeld. Applicants must be Buena Park residents, who are either high school seniors in the process of enrolling in college or are current college students.

Each student must have a grade point average (GPA) of 2.75 or higher and major in the area of Communications.

Scholarships can be awarded in an amount up to $10,000.

In April, two scholarship applications were received; however, only one applicant met the qualiﬁcations. The eligible application was received from Tiffany Elnitiarta, who is currently a senior at Sunny Hills High School. Tiffany is a 4.0 student, who has committed to New York University where she will work toward a degree in Media, Culture and Communication. During her high school tenure, Tiffany has been very involved in the Helios yearbook publication process and played a pivotal role in creating an award-winning yearbook multiple years. As design editor, she developed a visually striking yearbook that showed her deep understanding of the importance of clarity, visual boldness, and modern communication. She became editor-in-chief her senior year and provided leadership and guidance to underclassmen learning various communication and design skills. Tiffany is also the President and Division News Editor for the school's Key Club, melding service to the community along with her communication and media skills.

Tiffany was also named one of the Fullerton Rotary Top 100 Students.

In January 2024, the City Council selected Council Members Brown and Castañeda to serve on the Myrna Holmquist Scholarship Ad Hoc Committee. On May 7, 2024, the Committee interviewed Tiffany via Zoom. Based on her application and interview, the Committee is recommending that the City Council award Tiffany the 2024 Myrna Holmquist Scholarship in the amount of $10,000.

Attachments
Tiffany Elnitiarta_application 2024_redacted.pdf

BUDGET IMPACT
Funds in the amount of $10,000 were previously budgeted for this purpose (11-6761-106132).

The information contained herein will be reviewed by the Buena Park Scholarship Subcommittee and treated in a strictly co0denhal manner.

FullNameTiffanyElnitialta Communications
Legal Home Address 60 Windward Way , Buena Park. CA90621 MailingAddressBOWindwardWay CityBuena Park
StateCA ZipCode90621 Home Phone Cell Phone /
E -mail Birth Dale
Ill llll lllllllll ll 111ll l ll ltl ll lll ll l 111lit ll l ll lll ll ll l ll ll 111ll llll llllIt11ll 1111111ll lll ll l ll ll lll llllll111111IIIIIII 111111IIli IIII IIIIIIIIIIIIIIIIIIIIIIIIIIII!II! II

EDUCATIONAL BACKGROUND

1. HighSchoolAttendedSunnyHillsHighSchool
Address1801 Lancer Way CityFullerton slateCA ZipCode90621 Yearof Graduation 2024 GPA 4.0 UW SATIACT Scores
Nigh School Seniors only)
To what college( s) have you been accepted? ' lndicate to which school you wit; begin the upcoming Fall term NewYork University`, Boston University', UCSon Diego', UCSantaBarbara, UCIrvine, UC Davis', Cal Poly Pomona, San Diego State University, CSULong Beach, CSUFullerton

2. CollegeAttendingTo bedecided (NYU, BostonU, UCSD, orUCDavis) AddressT.B.D. City State_ _ Zip Code_
Current Class Level Current GPA

3. Other Education:

N/ A
IIIII 111111111111111111111111111111111111111111111111111111111111111111131111111111111111111111 !1111I1111111111111111111111111111111111111111111311111111111111111111111

FAMILY BACKGROUND
Father's NameRaul Elnitiarta Living? Yes
Mother's NameVvi Tjong Living? Yes
Comb.nedFamilyIncome $ NumberofChildrenSelf- SupportingO Numbe• ofChildrenin Family2 Numberin HighSchool- 0 Numberin College 2 If Married complete the following:

Name of spouse Occupation
Employer Household Annual Income _
Number of Children Ages
Lindsay Safe; 1801 Lancer Way Fullerton, CA 92833
2 Scott Rosenkranz; 1801 Lancer Way Fullerton, CA 92833 3 CristianBueno; 1801LancerWayFullerton, CA92833
Include a letter of recommendation from each reference Reference letters must be returned with this com . plated applicationto the City of Buena Park and received no later than April 5. 2024 by 5,30nm.

PLEASE WRITE AND ATTACH A 250 WORD ESSAY INCORPORATING RESPONSES TO ALL OF THE FOLLOW ING-
1 Describe why you wish to enter the field of Communications and your educational plans for attaining this goal

2. List the campus organizations you are involved in and what your contributions to these organizations have been including offices you have held and clubs of which you are a member

3. List a record of your accomplishments, participation, honors, and awards you have received

4. List community activities in which you have participated

5. Describe any work you have done directly in the field of Communications B Describe how you intend to finance your college education 7 Add any additional information which you think would be useful to the Scholarship Committee in the evaluation of your application.

If I am awarded a scholarship by the City of Buena Park. Ais my intent to complete my career as outlined and to serve as a member of the profession for which I am preparing myself I agree to inform the City immediately upon any decision I may make concerning the change of my goal. prior to receiving my Scholarship I agree that this application and all other credentials submitted by me or others on my behalf will remain the property of the Scholarship Committee.

Dale414124 SignedTiffanyElnitiarta
When completed return no later than April 5. 2024 qy & 30om.

Signed Application
Transcripts
3 Letters of Recommendation
Essay
Submit by ema to: Or by mail/ delivery City Of Buena Park City @buenapark. com City Hall - City Manager' s Office 2nd Floor 0050 Beach Boulevard
Buena Park, CA 90621
ATfN. SCHOLARSHIP COMMITTEE
714) 582 - 3550
Student Name Student ID Grade Birthdate Counselor Transcript of Student Progress Elnitiarta, Tiffany 12 Thomson B
March 4, 2024Parent/ guardian name, address, telephone
Raul ElnitiartaNivi Tjong Sunny Hills High School
60 Windward Way
Buena Park, CA 90621 Fullerton,
1801 Lancer Way
CA 92633
714) 626 - 4200
Crs - ID Course Title Mark Att/ Cm Crs - lD Course Title Mark AtttCm Crs - ID Course Title Mark AtVCm Grade 9 Fall 2020 - 2021 tirade 10 Spring 2021 -2022 Y0363 p Y0526
P Y0605
PublictnsNrbk A 5. 00
Spanish - IB SL A+ 5. 00
AP- Statistics A 5. 00

5. 00

5. 00
Sunny Hills High School Sunny Hills High School
0717 Sports - Women A 5. 00 5. 00 1717 Sports - Women A 5. 00 5. 00 p Y0304 English 1 -H A 5. 00 5. 00 p Y0313 English 2 -H A+ 5. 00 5. 00 P Y0768 Biology- 113SL A- 5. 00 5. 00 Y0363 Publictns/ Yrbk A 5.00 5. 00 Y0363 Publictns/ Yrbk A 5. 00 5. 00 p Y0822 Econ - 113HL 2 A- 5. 00 5. 00 Credit Att: 35.00 Cmp: 35.00 TGPA: 4.86p Y0521 Spanish 1 A+ 5.00 5. 00 p Y0522 Spanish 2 A+ 5. 00 5. 00 WORK IN PROGRESS -- p Y0559 Algebra 2 -H A+ 5.00 5. 00 p Y0601H Pre - Calculus -H A+ 5. 00 5. 00 p Y0763 Biology -H A+ 5. 00 5. 00 p Y0755 Chemistry -H A 5. 00 5. 00 Sunny Hills High School p Y0807 AP - Hum Geo A- 5. 00 5. 00 p Y0844 AP- Psychology A 5. 00 5. 00 p Y0338B Y0363
p Y0526
p Y0605
p Y0768
English - IB HL 2 5. 00
PublictnsNrbk 5. 00
Spanish- 113SL 5. 00
AP- Statistics 5. 00
Biology- 113SL 5. 00

0. 00

0. 00
Credit Att: 35.00 Cmp: 35.00 TGPA: 4.57 Credit Att: 35. 00 Cmp: 35. 00 TGPA: 4. 57 Grade 9 Spring 2020 -2021 Grade 11 Fall 2022 - 2023
Sunny Hills High School Sunny Hills High School
1717 Sports - Women A 5. 00 5. 00 p 0815 Econ - 113HL 1 A- 5. 00 5. 00+ p Y0304 English 1 -H A 5. 00 5. 00+ p Y0328A English- 113HL 1 A- 5. 00 5. 00 p Y0822 Econ - 18 HL 2 5. 00 0. 00 Y0363 Publictns/ Yrbk A 5. 00 5. 00 Y0363 Publictns/ Yrbk A 5. 00 5. 00+ p Y0862 His -Amer IS HL2 5. 00 0. 00 Total Credit: 35. 00p Y0521 Spanish 1 A+ 5. 00 5. 00+ p Y0510 Spanish 3- H A 5. 00 5. 00 p Y0559 Algebra 2 -H A 5. 00 5. 00+ p Y0626 Anlys& App IS SL A+ 5. 00 5. 00 p Y0753 Biology -H A+ 5. 00 5. 00+ p Y0808 AP - US Hist A 5. 00 5. 00 p Y0807 AP - Hum Geo A- 5. 00 5. 00+ p Y80775 AP- Physics: 1 A - 5. 00 5. 00 Credit Att: 35.00 Cmp: 35.00 TGPA: 4.57 Credit Att: 35.00 Cmp: 35.00 TGPA: 4.86 Grade 10 Summer 2020 - 2021 Grade 11 Spring 2022 -2023
Sunny Hills High Summer School Sunny Hills High School
A0911 Health Ed CR 2. 50 2. 50+ p 1812 Thr Knowledg -113 A 5. 00 5. 00 p Y0328A English - IS HL 1 A 5. 00 5. 00
Y0363 Publictns/ Yrbk A 5. 00 5. 00
p Y0510 Spanish 3- H A 5. 00 5. 00
p Y0626 Anlys& App IS SL A+ 5. 00 5. 00
Credit Att: 2.50 Cmp: 2.50 TGPA: 0.00
Grade 10 Fall 2021 - 2022
Sunny Hills High School
0717 Sports - Women A 5. 00 5. 00+
p Y0313 English 2 -H A 5. 00 5. 00+ P Y0808 AP - US Mist A+ 5. 00 5. 00 Y0363 PublictnsNrbk A 5. 00 5. 00+ P Y80775 AP- Physics. 1 A 5. 00 5. 00 Credit Att: 35.00 Cmp: 35.40 TGPA: 4.86p Y0522 Spanish 2 A+ 5. 00 5. 00 Grade 12 Fall 2023 - 2024p Y0601H Pre- Calculus -H A+ 5. 00 5. 00 Sunny Hills High Schoolp Y0755 Chemistry- H A+ 5. 00 5. 00 p
p
0812 Thr Knowledg -113 A
Y0338B English - IB HL 2 A-

5. 00

5. 00
p Y0844 AP- Psychology A 5. 00 5. 00
Credit Att: 35.00 Cmp: 35.00 TGPA: 4.57
Course Tags: ' = Non Academic + = Honors ( weighted) p = College Prep r = Repeated Weighted Non - Wgtd
Aced GPA 9 - 12 4. 7556 4. 0000GPA ( 9- 12)
Date Event Hours
Subject Area
English 1

CREDIT SUMMARY
Credit Req'd Compl Needed

10. 00 10. 00
07/ 21 CPR AB - 1719
Aced GPA ( 10 - 12) 4. 7879 4. 0000 English II 10. 00 14. 00 Total GPA ( 9 - 12) 4. 6939 4. 0000
Credit Attempted: 247. 50
English III
English IV
world History

10. 00 10. 00

10. 00 5. 00

10. 00 10. 00

5. 00
Credit Completed: 247. 50 U.S. History 10. 00 10. 00
Govemment 5. 00 - 5. 00
Economics 5. 00 5. 00
Mathematics 20. 00 20. 00
Algebra 1 A 5. 00 5. 00
Algebra 1 B
Physical Science

5. 00 5100

10. 00 10. 00
Life Science
Health

10. 00 10. 00

2. 50 240
Physical Education 20. 00 20. 00
Class of 2024
ForLanglFine Art) CTE 10. 00 10. 00
Electives 65. 00 105. 00
TOTALS* 217. 50 247. 50 10. 00
Algebra 1 Requirement Met
State ID#
This transcript is unofficial unless • B ! 4 / ' 1 f .
signed by a school official. Signature: Date: ! i °"`
Sunny Hills High School
1801 Warburton Way, Fullerton, CA 92833
1r, Phone ( 714) 626 -4200 0 Fax (714) 738 -3728
www. sunnyhills. net
To Whom It May Concern:

As the adviser of the student yearbook, Helios, I am privileged to be called upon as a reference for Tiffany Elnitiarta andenthusiastically recommendher for any future academicendeavorshechoosesto pursue. It hasbeenanabsolutejoy to workwith TiffanyduringhertimeatSunnyHills HighSchool, and it is with greatconfidencethat I canattestto herexceptionalcharacter, leadershipabilities, and unwavering dedication.

Tiffany'sjourney with yearbookis atestamentto herunwaveringcommitmentandexceptionaltalents.

WhatsetsTiffany apartis herextraordinarydedicationto herwork, assheis oneof only two students who beganasfreshmenon theyearbookstaff. Startingherhighschooljourneyonline, Tiffany playeda pivotal role in creatinganaward - winning yearbookduring hervery first year. This is a testamentto her natural abilities as a creative designer and a skilled photographer.

Academically, Tiffany is nothingshortof outstanding, consistentlyrankingat thetopof herclassasan International Baccalaureate ( IB) student. However, her contributions to our yearbook go beyond academic excellence. It isin this realmthatTiffanytruly shines, showcasinghercreativeside, collaborativespirit, and unparalleled work ethic.

Oneof Tiffany's mostnotablequalitiesis her unyieldingdetermination. Sheis a go- getterwho never backsdown from a challengeandcontinually strivesfor excellence. As a sophomore, Tiffany wasalready making wavesby designinganaward - winning yearbook. It wasat thattime that I sawher potentialand knewshewasontrackto becometheeditor -in -chiefby hersenioryear. However, I believedit was importantfor herto gainexperiencein leadingateambeforetaking on sucha prominentrole.

During herjunior year. I appointedTiffany asateameditor, which initially causedsomedisappointment.

Yet, trueto hercharacter, Tiffanydid notallow thisto hinderherperformance. Herteamconsistentlymet deadlinesdespitetheobstaclestheyfaced. Tiffany'sorganizationalskillsandefficiencyensuredthatthe yearbookremainedontrack, evenduring challengingtimes.

Tiffany Elnitiarta hasbeenanexceptionalleaderon my yearbookstaff sincehersophomoreyear, andI havecompleteconfidencein herability to continueexcellingin heracademicandprofessionalpursuits.

Her passionfor design, her unswervingdedication, andher collaborativenaturemakehera valuableasset to any team.

I wholeheartedlyrecommendTiffany for admissionto thecollegeor university of her choice. I am confident that she will continue to make a positive impact and distinguish herself in all her future endeavors.

Sincerely,
Lindsay Safe
Adviser, Helios Yearbook
CraigWeinreich
Principal
Steve McLaughlin, EdA
Superintendent
Sunnv Hills HiErh School
1801 Lancer Way, Fullerton, CA 92833
Phone ( 714) 626 - 4200 :• Fax ( 714) 738 - 3728
www. sunnyhills. net
29 March, 2024
Tothe Myrna Holmquist CommunicationsScholarshipSelectionCommittee, It is with great pleasure that I recommend Tiffany Elnitiarta for the Myrna Holmquist CommunicationsScholarship.

As an experiencedInternational BaccalaureateTheory of KnowledgeTeacherand AcademicCounselorat Sunny Hills High School, I have had the privilege of knowing Tiffany for the past two years, and I've seen the product of her visionary ability to communicate not only with words but also with visual boldness.

Tiffany is a designsavant, with a keeneyefor detail and a remarkableability to bring creativity and innovation to her projects. In her role asthe driving forcebehindour schoolyearbook, Tiffanyhasdemonstratedexceptional talent and dedication. Shehaselevatedthe designelementsof theyearbook, tran4orming it into a unique, vibrant, and artistic product that truly stands out. mastyear's book, for which Tiffany was the design editor, was the most visually striking book I've seenin 24 years at SunnyHills. Her work reflects a deepunderstanding of the importance of clarity, visual boldness, and impact in modern communication, setting her apart asatalented young designer.

Beyondher impressivedesignskills, Tiffany isalsoahard worker who consistentlygoesaboveandbeyondto achieveher goals. Sheapproacheseachtask with a strong work ethic, determination, and a positive attitude. In my Theory of Knowledge course, she was required to do an Exhibition around a knowledge question. As with all of her work, her exhibition was personal, creative, and insightful.

In addition to her design prowess and strong work ethic, Tiffany is a thoughtful and articulate individual with excellent communication skills. Sheexcelsat collaborating with others, sharing ideas, and bringing a fresh perspective to every discussion. Tiffany' s ability to communicate effectively and engagewith her peers and teachers speaks volumes about her maturity, leadership potential, and readiness for the academic challenges that lie ahead.

Tiffany possessesthe qualities and skills neededto thrive in arigorous academicenvironment. Sheis a highly talented individual with a passion for design, a strong work ethic, and a natural ability to lead and inspire others. l am confident that your investment in Tiffany will pay off. She has my strongest recommendation for this award.

Scott Rosenkranz, NBCT
IB Coordinator, Sunny Hills High School
srosenkranz @fjuhsd.org
CraigWeinreich Steve McLaughlin, Ed. D.

Principal Superintendent
VM4 Sunny Hills High School
1801 LancerWay, Fullerton, CA 92833
Phone ( 714) 626 -4200 • Fax ( 714) 738 - 3728
www. sunnyhills. net
To whom it mayconcern,
I amwriting tohighlyrecommendTiffanyElnitiartafor admissiontoyouruniversity. I hadthe privilege of teaching and witnessing Tiffany' s growth over the pasttwo years in IB Math AA SL as well as in Link Crew.

I hadthepleasureof havingTiffanyin myIB mathclass, wheresheconsistentlyimpressedme andherpeerswith herstrongmathskillsandunwaveringdetermination. Shenotonlyexcelledin individual assignments and assessments, but also proved to be an excellent team member, activelyparticipating, cooperatingnadleadingin groupactivities. Herabilityto effectively communicate and collaborate with her peers made her a valuable asset to our classroom environment. Her approachto problem solving wasunique andI could always count on her to sharehersolutionsandhelpherteammemberswithanyquestionstheyhad.

However, Tiffany' s talents and contributions extend far beyond the confines of our math class.

Shehasmadeasignificantimpactin ourschoolcommunitythroughherinvolvementin Link Crew, Yearbook, and other extracurricular activities. For the past two years, she has been an integralpartof ourLink Crewprogram, whereshehasshowcasedherexemplaryleadershipand mentorshipskills. Sheconstantlyconnectswith herfreshmengroupin orderto providethem opportunitiesthat remind themthat they belongon our campus. Tiffany hasdedicatedherselfto creatingawelcomingandinclusiveenvironmentfor incomingfreshmen, goingaboveand beyond to ensure their smooth transition into high school.

In additionto herinvolvementin Link Crew, Tiffanyhasbeenanactivememberof ourHelios Yearbook. She has served as their design and coverage editor, roles that demand a high level of organization, creativity, andtime management. Sheoften staysafter schoolworking lateinto the eveningto meetdeadlineswith yearbookstaff. Herlovefor theyearbookandphotographyeven made it into her math internal assessment. In IB math, shehad to compose a 12 -20 pagepaper in which she showcases the math she' s learned through an application of her choice. Her paper on differentaspectsof photographyandthegeometricpatternsfoundin apertureandfocal length, earnedheroneof the top scoresin the class. While shecould havepicked a generictopic, Tiffanychosesomethingshewaspassionateaboutanddidanamazingjob presentingthe amazingconnectionsbetweenmathconceptsandphotography. Thistruly showcasedthatdespite herextensivecommitmentsin andoutsideoftheclass, sheconsistentlydisplaysanextraordinary work ethic and never fails to give her all in evervthing she undertakes.

CraigWeinreich
Principal
Dr. Steve McLaughlin
Superintendent
44 Sunny Hills High School1801 LancerWay, Fullerton, CA 92833 Phone ( 714) 626 -4200 • Fax ( 714) 738 - 3728
www. sunnyhills. net
Besidesheracademicandextracurricularachievements, Tiffanyisakindandoutgoing individual. Sheinteractswithherpeersandteacherswithrespectandempathy, alwayswillingto lend a helping handor offer words of encouragement. Sheis an excellent communicatorin person andon paper. Her ability to connectwith others and createa positive and supportive atmosphere istruly remarkable. Tiffany is anexceptionalyoungwomanwhopossessesauniquecombination of academicexcellence, leadershipabilitiesandpersonalqualitiesthatmakeheranoutstanding candidate for your institution. I am certain she will be a great assetto your campus academics and culture.

Pleasefeelfreeto contactmeif yourequireanyfurtherinformationaboutTiffany.

Sincerely,
Cristian Bueno
Mathematics and AVID teacher
Link Crew co- coordinator
cbuenoa,fjuhsd. org
714) 626 - 4363
CraigWeinteich Dr. Steve McLaughlin
Principal Superintendent
Tiffany Elnitiarta
Myrna Holmquist Communications ScholarshipEssay
The Communications field allows for a versatility in careers, like digital media, advertising, and management. I aspire to utilize my media skills to advocate for important causes in society. I plan on studying the effects of mediaand variouscommunication forms, participating in various clubs, andgaining experiencethrough internshipjobs.

In Sunny Hills, I becameDesign Editor, CoverageEditor, andEditor -in -Chief over the four years in Yearbook. Creating our award winning Helios Yearbook — National Scholastic Pacemaker Finalist in 2021; Columbia Scholastic Silver Crown when I was Design Editor ( 2022) and Coverage Editor ( 2023) developedmy skills in collaboration, communication, planning andleadership.

In Key Club, I was President and Division News Editor. I applied my media skills to enhanceclub communication while working alongside other cabinet members. We volunteered to tutor at middle school, create cards for hospitals, and decorate Rose - Parade - Float. I received the Distinguished Division Leadership Team Officer twice.

I was also active in Link Crew, California Scholarship Federation, andNational Honors Society, while academicallychallenging myself in the International Baccalaureateprogram. I also received the Fullerton Rotary Top 100StudentsAward.

Outside school, I gained experience as California Association of Student Councils' s Communications Director. I promoted conferencesto OrangeCounty schools and obtained delegates, keynote speakers, and panelists for events. Additionally, as Future Changemakers Conference' s Media Director, I established a media presence to reach students countrywide to attend the conference.

Financially, I plan to fund college with a combination of parent support, work, scholarships, and financial aid.

City of Buena Park
City Council Regular Meeting Agenda Report
RESOLUTION APPROVING PLANS, SPECIFICATIONS, AND APPROVAL OF CONTRACT WITH R.J. NOBLE COMPANY FOR THE 2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
NEW BUSINESS Item: 5A
Presented By
Nader M. Alqam, P.E., Associate Engineer
Prepared By
Mina Mikhael, Director of Public Works/City Engineer
Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Adopt a resolution approving the plans and specifications for the 2023-2024 Annual Pavement Rehabilitation Project; 2) Award a contract to R.J. Noble Company in the amount of $1,363,330; 3) Authorize contingency funds in the amount of $140,000 in the same purchase order; 4) Authorize construction engineering in the amount of $30,000; 5) Authorize the purchase of manhole lids in the amount of $30,745; 6) Authorize a purchase order for the Solis Group in the amount of $4,860 for administration of the Community Workforce Agreement (CWA); 7) Authorize contingency funds in the amount of $1,620 for the CWA administration; 8) Authorize the City Manager and City Attorney to make any necessary, non-monetary changes to the contract; and, 9) Authorize the City Manager and City Clerk to execute the contract.

DISCUSSION
Cities undertake annual pavement rehabilitation projects to ensure the safety, functionality, and longevity of road infrastructure. These projects address issues such as cracks, potholes, and surface wear, preventing them from worsening and reducing the need for costly emergency repairs. Well-maintained roads contribute to better roadway conditions for motorists, cyclists, and pedestrians. Additionally, roads enhance public satisfaction, improve the overall quality of life for residents, and boost the reputation of a City.

The 2023-2024 Annual Pavement Rehabilitation Project will include removing and replacing street pavement, sidewalks, curbs and gutters, cross gutters, curb ramps, striping, and traffic loops in the area north of Artesia Boulevard and south of Pacific Avenue between Rostrata Avenue and Beach Boulevard. Additionally, Academy Drive, Campus Drive, and Faculty Circle will also be a part of this project to receive treatment and rehabilitation. Academy Drive will also be evaluated for new striping layouts to be implemented as part of this project.

The project was advertised for competitive bid on April 17, 2024. Five bids were received and publicly opened on May 1, 2024. Bid amounts ranged from $1,363,330 to $1,658,960. The lowest, responsible bid was submitted by R.J. Noble Company of Orange, CA in the amount of $1,363,330. This contractor possesses the required license and has completed similar projects for the City. Staff recommends awarding a contract to R.J. Noble Company and approving contingency funds in the amount of $140,000. Construction is scheduled to begin in June 2024 and be completed in August 2024.

Attachments

1. Reso_23-24 Annual Pavement Rehab.pdf

2. Vicinity Map.pdf

3. BID Results.pdf

4. Bid Summary_Small.pdf

5. Exhibit B - Public Works Project Contract - 2324 Pavement Rehab.pdf

6. Manhole Estimate.pdf

7. CWA Estimate.pdf

BUDGET IMPACT
The total cost for the project is in the amount of $1,570,54.77, as shown below:

Construction Contract: $1,363,330
Construction Contingency: $140,000
Construction Engineering: $30,000
Community Workforce Agreement Administration: $4,860
Community Workforce Agreement Administration Contingency: $1,620 Manhole Lid Purchases: $30,744.77
Total Project Cost: $1,570,554.77
This project is budgeted in the 2023-2024 Fiscal Year as a Capital Improvement Project (CIP), and will be funded from Road Maintenance and Rehabilitation Account (RMRA) funds (Account No. 24-9806-590004), which currently has a balance of $1,605,415.89.

RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CI TY OF BUENA PARK APPR OVING PLANS AND SPECIFICATIONS FOR THE 2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT IN SAID CITY.

WHEREAS, it is the intention of the City of Buena Park to construct certain improvements in the City; and
WHEREAS, the City Engineer has p repared specifications and plans for the construction of certain improvement(s).

NOW, THEREFORE, BE IT RESOLVED that the specifications and plans presented by the City be and are hereby approved as the specifications and plans for:

2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT

PASSED AND ADOPTED this 14th day of May 2024, by the following called vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS

_______________________________________
Mayor
ATTEST:

_______________________________________
City Clerk

I, Adria M. Jimenez, MMC, City Clerk, hereby certify that the foregoing Resolution was duly and regularly passed and adopted at a regular meeting of the City Council of the City of Buena Park held this 14th day of May 2024.

_______________________________________
City Clerk

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ROSTRATA AVEBURNHAM AVEWESTERN AVE

KINGMAN AVE

FULLERTON AVEFRANKLIN ST

CAMPUS DR

FACULTY CIR

ACADEMY DR
LEGEND:STREETS TO BEREHABILITATED

ARTESIA AVE

ORANGETHROPE AVE

MAGNOLIA AVE

LOCATIONA

LOCATIONB

Company Name Bid Amount
1 RJ Noble Co. 1, 363,330.00 2 All American Asphalt 1, 434,888.00 3 Hardy & Harper, Inc. 1 ,457,000.00 4 Onyx Paving Company 1 ,575,000.00 5 Excel Paving 1, 658,960.00 City of Buena Park

BID RESULTS
2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT
Project No. 509
Bid No. 2024-06
Bid Opening. 5/01/2024 - 2:30 P.M.
2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT

BID SUMMARY
Bid Opening: MAY 1, 2024 - 2:30 P.M.

Item Approx. Unit Description Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total No Quantity Price Amount Price Amount Price Amount Price Amount Price Amount Price Amo unt Price Amount 11L S STORM WATER POLLUTION PREVENTION PLAN
(SWPPP/BMP) $48,980.00 $48,980.00 $30,000.00 $30,000.00 $8,680.00 $8,680.00 $12,0 00.00 $12,000.00 $5,000.00 $5,000.00 $14,000.00 $14,000.00 $19,776.67 $19,776.67 2 404,500 SF
COLD MILL AND DISPOSE OF EXISTING A.C.

PAVEMENT TO A DEPTH OF 2" WITH GRINDER.

REMOVE AND DISPOSE OF EXISTING PAVING

FABRIC IF ENCOUNTERED
$0.47 $190,115.00 $0.25 $101,125.00 $0.38 $153,710.00 $0.43 $173,935.0 0 $0.42 $169,890.00 $0.28 $113,260.00 $0.37 $150,339.17 3 5,100 TONS INSTALL 2” ASPHALT CONCRETE SURFACE
COURSE, TYPE III C3 PG-70-10 (1/2” ROCK): $112.00 $571,200.00 $123.00 $627,300.00 $111.30 $567,630.00 $120.00 $6 12,000.00 $112.00 $571,200.00 $110.00 $561,000.00 $114.72 $585,055.00 4 17,500 SF
COLD MILL AND DISPOSE OF EXISTING A.C.

PAVEMENT TO A DEPTH OF 3" WITH
GRINDER. REMOVE AND DISPOSE OF

EXISTING PAVING FABRIC IF ENCOUNTERED
$0.82 $14,350.00 $0.25 $4,375.00 $0.56 $9,800.00 $0.75 $13,125.00 $0.63 $11,025.00 $0.39 $6,825.00 $0.57 $9,916.67 5 330 TONS INSTALL 3” ASPHALT CONCRETE SURFACE
COURSE,TYPE III C3 PG-70-10 (1/2” ROCK) $112.00 $36,960.00 $123.00 $40,590.00 $112.00 $36,960.00 $150.00 $49,5 00.00 $112.00 $36,960.00 $110.00 $36,300.00 $119.83 $39,545.00 6 410 LF

REMOVE AND REPLACE CONCRETE CURB AND
GUTTER PER CITY STD PLAN 204 TO MATCH

EXISTING
$102.00 $41,820.00 $94.00 $38,540.00 $96.00 $39,360.00 $110.00 $45,100 .00 $85.00 $34,850.00 $94.00 $38,540.00 $96.83 $39,701.67 7 1,870 SF

REMOVE AND REPLACE CONCRETE SIDEWALK TO
MATCH EXISTING PER CITY STD PLAN 206 & 208
WITH ROOT BARRIER. ADJUST EXISTING PULL-

BOX, WATER METER, AND ALL MISCELLANEOUS IN

SIDEWALK TO GRADE AS NECESSARY
$18.50 $34,595.00 $15.00 $28,050.00 $15.00 $28,050.00 $20.00 $37,400.0 0 $20.00 $37,400.00 $15.00 $28,050.00 $17.25 $32,257.50 81 0E A

REMOVE AND REPLACE CONCRETE
DRIVEWAY APPROACH PER CITY STD 209
TOMATCH EXISTING. ADJUST EXISTING

PULL-BOX, WATER VALVE & ALL

MISCELLANEOUS ITEMS IN DRIVEWAY TO GRADE
$2,750.00 $27,500.00 $3,000.00 $30,000.00 $2,950.00 $29,500.00 $3,000 .00 $30,000.00 $3,500.00 $35,000.00 $2,300.00 $23,000.00 $2,916.67 $29 ,166.67 93E A

CONSTRUCT NEW CROSS GUTTER PER CITY STD
PLAN 105, ADJUST TO GRADE AS NEEDED DURING
CONSTRUCTION. MATCH EXISTING FLOW

LINE/PROVIDE CONTINUOUS FLOW LINE
$25,100.00 $75,300.00 $40,000.00 $120,000.00 $36,540.00 $109,620.00 $ 25,000.00 $75,000.00 $30,000.00 $90,000.00 $35,000.00 $105,000.00 $31 ,940.00 $95,820.00 10 4 EA

REMOVE AND CONSTRUCT NEW ADA COMPLIANT

WHEELCHAIR RAMP (FROM BCR TO ECR) WITH

BLUE TRUNCATED DOME (CAST-IN-PLACE) PER
OCPW STD PLAN 1115. ADJUST EXISTING PULL-

BOX, WATER VALVE & ALL MISCELLANEOUS ITEMS

IN RAMPS TO GRADE
$10,500.00 $42,000.00 $4,600.00 $18,400.00 $9,840.00 $39,360.00 $8,00 0.00 $32,000.00 $6,800.00 $27,200.00 $8,000.00 $32,000.00 $7,956.67 $3 1,826.67 RJ Noble Co. Engineer's Estimate Average Onyx Paving Company Hardy & Harper, Inc. Excel Paving All American Asphalt PAGE 1 OF 3
2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT

BID SUMMARY
Bid Opening: MAY 1, 2024 - 2:30 P.M.

Item Approx. Unit Description Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total No Quantity Price Amount Price Amount Price Amount Price Amount Price Amount Price Amo unt Price Amount RJ Noble Co. Engineer's Estimate Average Onyx Paving Company Hardy & Harper, Inc. Excel Paving All American Asphalt 11 36 EA ADJUST EXISTING WATER VALVE AND COVER TO
GRADE PER CITY STANDARD PLAN 518 $1,120.00 $40,320.00 $950.00 $34,200.00 $1,040.00 $37,440.00 $1,100.0 0 $39,600.00 $1,000.00 $36,000.00 $1,000.00 $36,000.00 $1,035.00 $37,2 60.00 12 2 EA ADJUST EXISTING WATER MANHOLE TO GRADE $1,560.00 $3,120.00 $9 50.00 $1,900.00 $1,040.00 $2,080.00 $1,500.00 $3,000.00 $1,350.00 $2,7 00.00 $1,000.00 $2,000.00 $1,233.33 $2,466.67 13 6 EA ADJUST EXISTING OCSD SEWER MANHOLE
FRAME, COVER, AND LINING TO GRADE $4,560.00 $27,360.00 $3,500.00 $21,000.00 $1,600.00 $9,600.00 $4,400. 00 $26,400.00 $1,350.00 $8,100.00 $0.00 $0.00 $2,568.33 $15,410.00 14 25 EA ADJUST EXISTING SEWER CLEAN-OUT
TO GRADE $1,120.00 $28,000.00 $950.00 $23,750.00 $1,040.00 $26,000.00 $1,100.0 0 $27,500.00 $1,000.00 $25,000.00 $1,000.00 $25,000.00 $1,035.00 $25,8 75.00 15 25 EA

REMOVE EXISTING CAST IRON FRAME AND

INSTALL A NEW COMPOSITE FRAME & COVER
(PROVIDED BY THE CITY) TO GRADE PER CITY
STANDARD NO. 505 & SPECIFICATION SECTION 500
$1,230.00 $30,750.00 $950.00 $23,750.00 $1,040.00 $26,000.00 $1,200.0 0 $30,000.00 $1,350.00 $33,750.00 $980.00 $24,500.00 $1,125.00 $28,125 .00 16 1 EA ADJUST EXISTING COMMUNICATIONS
FRAME / GRATE AND COVER TO GRADE $1,560.00 $1,560.00 $950.00 $950.00 $1,040.00 $1,040.00 $1,500.00 $1,5 00.00 $1,350.00 $1,350.00 $1,000.00 $1,000.00 $1,233.33 $1,233.33 17 1 EA ADJUST EXISTING STORM DRAIN
MANHOLE / GRATE TO GRADE $1,220.00 $1,220.00 $950.00 $950.00 $1,040.00 $1,040.00 $1,200.00 $1,2 00.00 $1,350.00 $1,350.00 $1,000.00 $1,000.00 $1,126.67 $1,126.67 18 1 EA ADJUST EXISTING MONITORING WELL HANDHOLE
TO GRADE $1,250.00 $1,250.00 $950.00 $950.00 $1,040.00 $1,040.00 $1,200.00 $1,2 00.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,073.33 $1,073.33 19 110 CY

OVER EXCAVATION (UNSUITABLE AREA)

INSTALL ASPHALT CONCRETE BASE COURSE,
AND/OR ASPHALT LEVELING COURSE TYPE III C3
PG 70-10 (1/2” ROCK)
$600.00 $66,000.00 $350.00 $38,500.00 $587.00 $64,570.00 $500.00 $55,0 00.00 $450.00 $49,500.00 $375.00 $41,250.00 $477.00 $52,470.00 20 1 LS INSTALL TYPE D & E TRAFFIC LOOP DETECTORS
PER CALTRANS STD PLAN ES-5B $8,000.00 $8,000.00 $8,000.00 $8,000.00 $7,820.00 $7,820.00 $8,000.00 $8,000.00 $7,450.00 $7,450.00 $3,000.00 $3,000.00 $7,045.00 $7,045.00 PAGE 2 OF 3
2023-2024 ANNUAL PAVEMENT REHABILITATION PROJECT

BID SUMMARY
Bid Opening: MAY 1, 2024 - 2:30 P.M.

Item Approx. Unit Description Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total No Quantity Price Amount Price Amount Price Amount Price Amount Price Amount Price Amo unt Price Amount RJ Noble Co. Engineer's Estimate Average Onyx Paving Company Hardy & Harper, Inc. Excel Paving All American Asphalt 21 1 LS INSTALL TRAFFIC STRIPING, MARKERS AND
MARKINGS $26,500.00 $26,500.00 $28,000.00 $28,000.00 $26,800.00 $26,800.00 $27 ,000.00 $27,000.00 $25,500.00 $25,500.00 $19,500.00 $19,500.00 $25,55 0.00 $25,550.00 22 1 LS TRAFFIC CONTROL INCLUDING TWO (2)
COMPUTERIZED MESSAGE SIGNS $167,000.00 $167,000.00 $125,000.00 $125,000.00 $138,500.00 $138,500 .00 $265,000.00 $265,000.00 $136,663.00 $136,663.00 $154,000.00 $154, 000.00 $164,360.50 $164,360.50 23 1 LS RETAIN ARBORIST TO EVALUATE TREE HEALTH $3,100.00 $3,100.00 $ 3,000.00 $3,000.00 $3,150.00 $3,150.00 $3,500.00 $3,500.00 $3,000.00 $ 3,000.00 $4,000.00 $4,000.00 $3,291.67 $3,291.67 24 10 EA REMOVE TREE AND RESTORE PARKWAY $8,800.00 $88,000.00 $1,500. 00 $15,000.00 $8,925.00 $89,250.00 $9,000.00 $90,000.00 $8,500.00 $85, 000.00 $1,500.00 $15,000.00 $6,370.83 $63,708.33 TOTAL = $1,575,000.00 $1,363,330.00 $1,457,000.00 $1,658,960.00 $1,4 34,888.00 $1,285,225.00 $1,462,400.50 PAGE 3 OF 3

CONTRACT

C-1

CONTRACT

CITY OF BUENA PARK CONTRACT FOR
2023-2024 Annual Pavement Rehabilitation Project
“Project”

Project Number: 509
Bid Number: 2024-06

This CONTRACT (“Contract”) is made and entered this 14th day of May, 2024 (“Effective Date”), by and between the CITY OF BUENA PARK, a California municipal corporation (“City”) and R.J.

Noble Company, a California Corporation (“Contractor”). Contractor’s California State Contractor’s license number is 782908. The Contractor and the City are sometimes referred to herein collectively as the “Parties” and singularly as “Party.” In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Contract Documents. The Contract Documents consist of the following, each of which are attached hereto and incorporated herein by this reference:

A. This Contract;
B. The Notice Inviting Bids for the above-referenced project (“Project”), dated April 17, 2024;
C. The Instructions to Bidders for the Project, dated April 17, 2024; D. Contractor’s Bid for the Project, dated May 1, 2024 (including documentation accompanying the Bid and any post -Bid documentation submitted before the Notice of Award);
E. The Contractor’s Bonds for the Bid and the Project; F. The final working drawings, plans, and specifications for the Project as approved by the City, and dated April 2024 (“Plans and Specifications”).

G. The City of Buena Park’s Standard Specifications for Public Works Projects, Latest Edition;
H. The City of Buena Park’s Special Provisions for Public Works Projects, Latest Edition;
I. Any and all permits from regulatory agencies with jurisdiction issued for the Project; and
J. Any addenda or change orders for the Project approved by the City subsequent to the Effective Date of this Contract.

2. Scope of Services. Contractor shall perform all Work necessary to complete, in a good and workmanlike manner, a public works project identified in the title of this Contract above (the “Project”), as such Project and the Work to be performed by Contractor is further are described in the Contract Documents.

C-2

3. Compensation. In consideration for Contractor’s performance of the Work required to complete the Project hereunder, City shall pay Contractor a total NOT -TO-EXCEED amount of One Million, Three Hundred and Sixty T hree Thousand, Three Hundred and Thirty dollars ($1,363,330.00) in accordance with the prices as submitted in the Bid (“Compensation”). The Compensation shall be the total and complete such payable by the City for any and all costs, direct or indirect, of the Contractor for provision of the Work and completion of the Project, including but not limited to general and supplementary conditions, performance and payment bonds, Contractor fee for construction, and Contractor overhead and profit, and any other ite ms of costs, accounting, or expense relating to or arising therefrom. Compensation shall under no circumstances be increased except via a formal change order approved by the City; and only if such overruns result of additional scope from the City, as oppos ed to price overruns, delays, errors, or omissions.

4. Term of Contract: The Contractor agrees to complete the work to City’s satisfaction within THIRTY (30) WORKING DAYS from the date of written notice to proceed. The Contractor further agrees to the assessment of liquidated damages in the amount of FIVE HUNDRED DOLLARS ($500) for each calendar day the work remains incomplete beyond the expiration of the completion date. The City may deduct the amount thereof from any monies due or that may become due the Contractor under this Contract.

5. Incorporation by Reference . All of the following documents are attached hereto and incorporated herein by this reference: Workers’ Compensation Certificate of Insurance, Additional Insured Endorsement (Comprehensive General Liability), Additional Insured Endorsement (Automobile Liability), and Additional Insured Endorsement (Excess Liability).

6. Insurance: The Contractor shall not commence work under this Contract until it has obtained all insurance required hereunder in a company or companies acceptable to City nor shall the Contractor allow any subcontractor to commence work on a subcontract until all insurance required of its subcontractor has been obtained. The Contractor shall take out and maintain at all times during the life of this contract the following policies of insurance:

A. Compensation Insurance.

1. Before beginning work, the Contractor shall furnish to the City a certificate of insurance as proof that it has taken out full compensation insurance for al l persons whom the Contractor may employ directly or through subcontractors in carrying out the work specified herein, in accordance with the laws of the State of California. Such insurance shall be maintained in full force and effect during the period covered by this Contract. Further such policy of insurance shall provide that the insurer waives all rights of subrogation against City and its elected officials, officers, employees, volunteers, and agents.

2. In accordance with the provisions of Section 3700 of the California Labor Code, every Contractor shall secure the payment of compensation to his employees.

Contractor, prior to commencing work, shall sign and file with the City, a certification as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such

C-3

provisions before commencing the performance of the work of this contract.”

B. General Insurance Requirements

1. Types of Coverage. Contractor shall maintain the following insurance coverage throughout the term of this Contract, and upon request Contractor shall show City evidence of such coverage, which may include visual inspection of all policies, copies of declarations page, endorsements signed by an authorized representative of the underwriting company, or certificates of insurance. Insurance coverage shall be provided in the following form:
a. Insurance Services Office Commercial General Liability coverage occurrence form number CG 00 01 11 85 or 88.
b. Automobile Liability insurance with coverage at least as broad as Insurance Services Office Form Number CA 0001 06 92 covering “Any Auto” (Symbol 1).
c. Workers Compensation insurance as required by the State of California and Employer's Liability insurance.

2. Minimum Limits of Insurance. Contractor shall maintain insurance coverage limits no less than:
a. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, and shall contain specified language creating a duty to defend against any suit seeking damages. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
c. Employer's Liability: $1,000,000 per accident for bodily injury or disease.

C. Deductibles and Self -Insured Retentions. Any deductibles and/or self -insured retentions must be declared to and approved by the City. At the option of the City, either:
the insurer shall reduc e or eliminate such deductibles or self -insured retentions as respects the City, its officers, elected officials, employees, agents, and volunteers; or, the Contractor shall provide a financial guarantee satisfactory to the City, guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Other Insurance Provisions. The Contractor and City further agree as follows:

1. All insurance coverage and limits provided pursuant to this Contract shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Contract or any other agreement relating to the City or its operations limits the application of such insurance coverage. Nothing contained in this Section is to be const rued as affecting or altering the legal status of the parties to this Contract.

2. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any

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party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

3. For any claims related to this Project, the Contractor's insurance coverage shall be primary to any other similar insurance. Any insurance or self-insurance maintained by the City, its officers, employees or volunteers, shall be excess of the Contractor's insurance and shall not contribute with it.

4. The City, its officers, elected officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrow ed by or on behalf of the Contractor and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy.

5. For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto ta king any steps that can be deemed to be in furtherance of or towards, performance of this Contract.

6. All general or auto liability insurance coverage provided pursuant to this Contract, or any other agreements pertaining to the performance of this Cont ract, shall not prohibit Contractor, and Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor waives its right of subrogation against City.

7. In the event any policy of insurance required under this Contract does not comply with these requirements or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor.

8. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished within 72 hours of the expiration of the coverages.

9. Any actual or alleged failure on the part of City or any other additional insured under these requirements to obtain proof of insurance required under this Contract in no way waives any right or remedy of City or any additional insured, in this or any other regard.

10. All insurance coverage shall contain a provision that prohibits cancellation, modification or lapse without thirty (30) days' prior written notice from insurer to the City. Contractor agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

11 All insurance coverage shall include a severability of interests clause substantially similar to the following: "The insurance afforded by this policy applies separately to each insured against whom a claim or suit is made or suit is brought, except with respect to the limit of the insurer's liability."

C-5

12. All insurance coverage shall contain a clause substantially in the following words:
"It is hereby understood and agreed that this policy shall not be canceled nor materially changed except upon thirty (30) days' prior written notice to the City of Buena Park of such cancellation or material change as evidence by a return receipt for a registered letter."

13. All insurance coverage shall cover the operations of the Contractor pursuant to the terms of this Contract.

14. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor that includes City as a defendant. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

15. In the event of any loss that is not insured due to the failure of Contractor to comply with these requirements, Contractor agrees to be personally responsible for any and all losses, claims, suits, damages, defense obligations and liability of any kind attributed to City, or City's employees, or any of the additional insureds as a result of such failure.

16. Coverage will not be limited to the specific location or individual or entity designated as the address of the Project.

17. Contractor agrees not to attempt to avoid its defense and indemnity obligations to City and its employees, agents, officials and servants by using as a defense Contractor's statutory immunity under workers' compensation and similar statutes.

18. Contractor agrees to require all parties or subcontractors, including architects or others, with which it enters into contracts or hires pursuant to or related in any way with the performance of this Contract, to provide insurance covering the operations contracted for and naming as additional insureds all parties to this Contract.

Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided as required here.

Contractor agrees that no contract, standard form or otherwise, used by any party in any way connected with this Contract, or contracts Contractor enters into on behalf of City, will reserve the right to charge back to City the cost of insurance required by this or any other agreement.

E. Acceptability of Insurers . Coverage shall be written by insurers with a current A.M.

Best's rating of no less than "A:VIII," and be admitted to conduct business in the State of California by the Department of Insurance.

F. Verification of Coverage . Contractor shall furnish the City with evidence of the insurance required by this Section, satisfactory to City, consisting of original certificates of insurance and amendatory endorsements, and an additional insured endorsement at least as broad as Insurance Services Office form CG 20 10 11 85. The endorsements should be on forms provided by the City or on other than the City's forms or a separate owner’s policy, provided those forms or policies are approved by the City, and amended to conform to the City's requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. Contractor agrees to provide complete certified copies of policies to City within 10 days of City's request for said

C-6

copies.

G. Subcontractors. Contractor shall include all subcontractors or any other party involved in the Project by Contractor as insured under its policies or shall require subcontractors or any other party involved in the Project by Contractor to carry the same insurance as required herein. Contractor agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here.

Contractor agrees to require that no contract used by any subcontractor, or contracts Contractor enters into on behalf of City, will reserve the right to charge back to City the cost of insurance required by this Contract. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor contracts with on behalf of City and all certificates of insurance obtained in compliance with this paragraph will be submitted to City or review. Failure of City to request copies of such documents will not impose and liability on City, or its employees.

7. Indemnitifcation.

A. Contractor and City agree that City, its employees, officers, agents and elected officials should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this Contract.

Contractor acknowledges that CITY would not have entered into this Contract in the absence of the commitment of Contractor to indemnify and protect City as set forth here.

B. To the full est extent permitted by law, Contractor shall defend, indemnify and hold harmless City, its elected officials, employees, agents , volunteers and offic ers (“Indemnitees”), from any and all liabilities, claims, suits, actions, arbitration proceedings, administrative proceedings, stop notices, regulatory proceedings, losses, expenses or costs of any kind, actual attorneys fees incurred by City, court costs, interest, defense costs including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of, arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part to the Contractor’s performance of this Contract. All obligations under this provision are to be paid by Contractor as they are incurred by the City.

C. Without affecting the rights of City under any provision of this Contract or this section, Contractor shall not be required to indemnify and hold harmless City as set forth above for liability attributable to the sole fault of City , provided such fault is determined by agreement between the parties or the findin gs of a court of competent jurisdiction. This exception will apply only in instances where the City is shown to have been solely at fault and not in instances where Contractor is solely or partially at fault or in instances where City 's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be all- inclusive and City will be indemnified for all liability incurred, even though a percentage of the liability is attributable to the conduct of the City.

D. Contractor acknowledges that its obligation pursuant to this section extends to liability attributable to City, if that liability is other than the sole fault of City . Contractor has no obligation under this Contract for liability proven in a court of competent jurisdiction or by written agreement between the parties to be the sole fault of City.

C-7

E. The obligations of Contractor under this or any other provision of this Contract will not be limited by the provisions of any workers ’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to the Indemnitees.

The Contractor’s indemnity obligation set forth in this section shall not be limited by the limits of any policies of insurance required or provided by the Contractor pursuant to this Contract.

8. Antitrust Claims. In entering into this Contract, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Business and Professions Code Section 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Contract.

This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.

9. Prevailing Wages. City and Contractor acknowledge that the Project is a public work to which prevailing wages apply.

10. Community Workforce Agreement. The City and contractor acknowledge that the project is covered by a Community Workforce Agreement between the City and the Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Local Unions (the “CWA”). Contractor agrees to abide by the terms and conditions of the CWA.

11. Titles. The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.

12. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the power and authority to execute this Contract on behalf of Contractor and has the power and authority to bind Contractor to the performance of its obligations hereunder.

13. Entire Agreement; Modification. This Contract, including the Contract Documents and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. Each Party to this Contract acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein. This Contract supersedes all prior oral or written negotiations, representations or agreements. This Contract may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties that expressly refers to this Contract.

14. Exhibits; Precedence. All documents referenced as exhibits in this Contract are hereby incorporated into this Contract by this reference. In the event of any inconsistency between the express provisions of this Contract and any provision of an exhibit, the provisions of this Contract, then the City’s invitation for bids, if any, shall prevail.

15. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed the Contract the day and year first above written.

C-8

CITY OF BUENA PARK

By:

City Manager

ATTEST: APPROVED AS TO FORM:

By: By:

City Clerk City Attorney

Dated:
(“CONTRACTOR”)

By:

Estimate
#EST208
Titus Wastewater Solutions, Inc.
5301 CY Avenue
Casper WY 82604
United States
4/30/2024
EST208
1 of 1
Bill To TOTAL
City of Buena Park
PO Box 5009
Buena Park CA 90622
United States $30,744.77

Expires Terms Sales Rep FOB
5/30/2024 2% 10 Net 30 Lewis H Titus MI/WY
Quantity Item Rate Amount
25 TL-COM260249A01
EJ 26" " Black Composite Water- Resistant Access Cover and Frame "Sewer" Center Insert "Conﬁned Entry" Top Insert
Heavy Duty Traﬃc Rated
U.S. Load Speciﬁcation
Exceeds• AASHTO M306-10 H-20
& H-25 traﬃc requirements
of 50,000 lbs., with 89,925 lb.
ultimate load bearing
EU and International Load
Speciﬁcation
Exceeds: EN 124 D400- 89,925
(2) TITUS® TwistLIFT® Security
Lock Systems bolt shall be machined from Titanium steel 24" Clear Opening
72Lbs. Approximately
Made In USA
$1,141.30 $28,532.50
1 Freight Expense - A/R
Freight to be determined for Standard Rate Business to Business **Additional Charges will Accrue** For Residential or Construction Site Delivery, Limited Access, Lift Gate service or Call Prior to Delivery is Required.
**1.00 Place holder_Actual Freight to Be Determined at Time of Shipment.
$1.00 $1.00
Subtotal $28,533.50
Date 4/30/2024

Tax Total (7.75%) $2,211.27
Total $30,744.77
Estimate Valid 30 Days
Please note that all orders are accepted under TITUS® Terms & Conditions. *Buyer shall be solely responsible for determining the materials and quantities required for a particular project or order.

Stenographical and clerical errors in quotations are subject to correction *Customer Responsible for all Installation
*Lead times are approximate not guarantees for shipment dates *Credit Cards accepted for a 3.25% processing fee

Headquarters
3452 E Foothill Blvd / Suite 200
Pasadena, CA 91107 USA

P 626 685 6989
F 626 685 6985
Pasadena / Dallas / Las Vegas / Oakland / San Diego

thesolisgroup.com
May 1, 2024

Nader M. Alqam, P.E., Associate Engineer
City of Buena Park
Department of Public Works
6650 Beach Boulevard
Buena Park, CA 90621
Re: Proposal for CWA Administration Services for the
23-24 Annual Pavement Rehabilitation Project
Dear Nader M. Alqam:

The Solís Group (TSG) is pleased to submit this cost proposal to provide CWA administration services required for the above referenced project. The work scope for this assignment is based on our proposal dated June 3, 2022. Our cost proposal based on information provided by the City is summarized below.

Project Description
Construction
Value
Duration
(including closeout)
Monthly
Fee
Life of Project
Cost Estimate
23-24 Annual Pavement
Rehabilitation $ 1,300,000 3 $ 1,620 $4,860
TOTAL COST $ 4,860

If actual construction (including punch list) and closeout extends beyond the planned duration, we will examine the need for additional budget.

We appreciate the opportunity to serve the City. If you have any questions regarding this cost proposal, please contact the undersigned. Please send Notice-to-Proceed to Sabrina Cristi, Accounting Assistant, at [email protected].

Sincerely,

Lina Gerpe
Marketing Pursuit Lead
City of Buena Park
City Council Regular Meeting Agenda Report

RESOLUTION ESTABLISHING NEW RATES FOR THE COLLECTION, RECYCLING, AND DISPOSAL OF REFUSE AND

APPROVAL OF A UTILITY BILL INSERT REGARDING THE NEW RESIDENTIAL REFUSE RATES Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
NEW BUSINESS Item: 5B
Presented By
Joe Hunt, Public Works Manager
Prepared By
Mina Mikhael, Director of Public Works/City Engineer
Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Adopt a Resolution establishing new rates for the collection, recycling, and disposal of refuse; and 2) Approve a water bill insert notifying residential customers of the new rates.

PREVIOUS CITY COUNCIL ACTION
On July 13, 2021, the City Council adopted a resolution establishing new rates for the collection, recycling, and disposal of refuse. This resolution established that, without conducting another noticed public hearing, annually on each July 1, beginning July 1, 2022, and continuing through July 1, 2026, the City Council may increase the rates for inflation by the annual percentage increase in the Los Angeles-Riverside-Orange County CA Consumer Price Index (CPI). For any fiscal year in which the City Council does not increase rates by the authorized adjustment, the City Council may add the amount of the authorized increase for such fiscal year to the authorized adjustment in subsequent fiscal years.

On April 25, 2023, the City Council adopted a resolution to adjust refuse rates based on rates of inflation in the Los Angeles- Riverside-Orange County CA CPI. On May 23, 2023, those rates were revised due to a clerical error.

DISCUSSION
The request for the proposed rate increase is based upon the City's existing refuse collection franchise agreement ("Agreement") with EDCO. The Agreement provides for increases in refuse rates in the event that circumstances beyond the control of the Contractor impose or generate excessive costs in the performance of the Agreement. In this case, EDCO has seen increases to the Consumer Price Index (CPI) that impact their costs to collect, recycle, and dispose of refuse at County landfills. Cost increases include tipping fees at county landfills increasing $1.34/ton, increased cost of fuel for vehicles, compensation for employees, and price of trucks and other equipment necessary to operate.

On the commercial side, EDCO has seen increases of 3.472% to provide collection, 3.472% for recycling and organics processing, and 3.169% for disposal at county landfills. EDCO proposes corresponding increases to these fees, which would equate to an average of increase of $5.96 per month for basic commercial bin service.

Attachments
RefuseRateIncrease_2024.pdf
2024 Rate Notification - Buena Park .pdf
Buena Park 2024 PI Revised 3.19.24.pdf
2024 Reso Refuse Rates.pdf
On the residential side, EDCO has seen increases of 3.159% to provide collection, 3.330% for recycling and organics processing, and 2.376% for disposal at county landfills. EDCO deferred implementing a 2.72% portion of recycling and organics cost increases during last year's rate adjustment to provide some relief to customers. Including those deferments, this year's total increase for residential recycling and organics processing is 6.049%. This would equate to a proposed increase of $0.87 per month for basic residential service.

As the proposed fee increases are limited to the CPI, a public hearing and extended notice period are not required for implementation. However, upon approval, the Finance Department will include notice in utility bills prior to the fee being implemented. Generally, this means customers will not see fee increases on their bills until August.

BUDGET IMPACT
Estimated costs and revenues associated with refuse services are included in the proposed FY 2023-25 budget.

N o t i c e i s h e r e b y g i v e n t h a t t h e f o l l o w i n g r e f u s e r a t e i n c r e a s e s w i l l t a k e e f f e c t o n J u l y 1 , 2 0 2 4 .

T h e m o n t h l y b a s e r a t e f o r r e f u s e s e r v i c e s i s c o m p r i s e d o f t h r e e c o m p o n e n t s : 1 ) a n a m o u n t f o r t h e a d - m i n i s t r a t i o n a n d o p e r a t i o n o f a u t o m a t e d a n d m a n u a l c u r b s i d e c o l l e c t i o n s e r v i c e s ( t h e s e r v i c e c o m p o - n e n t ) ; 2 ) a n a m o u n t f o r t h e h a u l e r t o d i s p o s e o f t h e r e f u s e i n t h e l a n d f i l l ( t h e l a n d f i l l f e e ) ; a n d 3 ) a n a m o u n t f o r r e c y c l i n g . T h e t o t a l a m o u n t o f t h e r e f u s e b i l l f o r e a c h r e s i d e n t i a l u n i t i s d e t e r m i n e d b y t h e q u a n t i t y o f r e f u s e c o n t a i n e r s .

A r a t e a d j u s t m e n t i s b e i n g a d d e d t o t h e s e r v i c e , r e c y c l i n g , a n d l a n d f i l l f e e c o m p o n e n t s d u e t o t h e i n - c r e a s i n g c o s t s o f p r o v i d i n g r e f u s e c o l l e c t i o n , r e c y c l i n g s e r v i c e s , l a n d f i l l d i s p o s a l , f u e l , w a g e s , a n d o t h e r p e r s o n n e l - r e l a t e d c o s t s .

T h e i n c r e a s e s a r e a s f o l l o w s :

I n a d d i t i o n , w i t h o u t c o n d u c t i n g a n o t h e r n o t i c e d p u b l i c h e a r i n g , a n n u a l l y o n e a c h J u l y 1 s t , b e g i n n i n g J u l y 1 , 2 0 2 5 , a n d c o n t i n u i n g t h r o u g h J u l y 1 , 2 0 2 6 , t h e C i t y p r o p o s e s t o i n c r e a s e t h e r a t e s a s f o l l o w s :

A d d i t i o n a l d a t a a n d i n f o r m a t i o n p e r t a i n i n g t o t h i s m a t t e r , i n c l u d i n g t h e r e f u s e r a t e s c h e d u l e , m a y b e o b t a i n e d f r o m t h e P u b l i c Wo r k s D e p a r t m e n t , 6 6 5 0 B e a c h B o u l e v a r d , B u e n a P a r k , C a l i f o r n i a , 9 0 6 2 2 .

N E W R A T E
C U R R E N T R A T E A S O F J U L Y 1 , 2 0 2 4 B a s e R a t e ( p e r m o n t h )
A d d i t i o n a l Wh e e l e d C o n t a i n e r ( p e r m o n t h ) 3 C u b i c Y a r d T e m p o r a r y B i n ( p e r u s e ) $ 2 4 . 1 5 $ 2 5 . 0 2
$ 4 . 9 1 $ 5 . 0 7
$ 1 2 2 . 4 6 $ 1 2 5 . 9 7
a . t h e s e r v i c e c o m p o n e n t o f t h e b a s e r a t e ( $ 1 3 . 8 9 a s o f 7 / 1 / 2 4 ) , t h e a d d i t i o n a l w h e e l e d c o n t a i n e r ( $ 5 . 0 7 a s o f 7 / 1 / 2 4 ) , a n d t h e 3 C u b i c Y a r d T e m p o r a r y B i n ( $ 7 9 . 0 4 a s o f 7 / 1 / 2 4 ) m a y b e i n c r e a s e d b y t h e a n n u a l p e r - c e n t a g e i n c r e a s e i n t h e L o s A n g e l e s - R i v e r s i d e - O r a n g e C o u n t y C A C o n s u m e r P r i c e I n d e x f o r a l l U r b a n C o n s u m e r s b e t w e e n t h e t w o p r e v i o u s S e p t e m b e r s ; a n d b . t h e r e c y c l i n g c o m p o n e n t o f t h e b a s e r a t e ( $ 5 . 2 8 a s o f 7 / 1 / 2 4 ) m a y b e i n c r e a s e d b y t h e a n n u a l p e r c e n t - a g e i n c r e a s e i n t h e L o s A n g e l e s - R i v e r s i d e - O r a n g e C o u n t y C A C o n s u m e r P r i c e I n d e x f o r a l l U r b a n C o n - s u m e r s b e t w e e n t h e t w o p r e v i o u s A u g u s t s . T h e r e i s n o r e c y c l e f e e f o r t h e 3 C u b i c Y a r d T e m p o r a r y B i n . c . t h e l a n d f i l l f e e c o m p o n e n t o f t h e b a s e r a t e ( $ 5 . 8 5 a s o f 7 / 1 / 2 4 ) a n d t h e 3 C u b i c Y a r d T e m p o r a r y B i n ( $ 4 6 . 9 3 a s o f 7 / 1 / 2 4 ) m a y b e i n c r e a s e d b y t h e a n n u a l p e r c e n t a g e i n c r e a s e i n t h e A l l U r b a n C o n s u m e r s , U . S . c i t y a v e r a g e , A l l i t e m s , N o t S e a s o n a l l y A d j u s t e d , S e r i e s I D C U U R 0 0 0 0 S A 0 b e t w e e n t h e t w o p r e v i o u s O c t o b e r s .

C I T Y O F B U E N A P A R K
N o t i c e o f R e f u s e R a t e I n c r e a s e

2 0 2 4년 7월 1일 부터 다음과 같은 폐기물 수거비 인상이 시행됨을 알립니다 . 쓰레기 서비스에 대한 월 기본 요금은 세 가지 요소로 구성됩니다 :
1 ) 자동 및 수동 도로변 수거 서비스의 관리 및 운영 요금 (서비스 요소 ) ; 2 ) 운송업자가 쓰레기를 매립지에 처분하는 요금 (매립료 ) ; 그리고 3 ) 재활용 요금 . 세대별 폐기물 수거비 청구서 총액은 쓰레기통의 수량에 따라 결정됩니다 . 쓰레기 수거 , 재활용 서비스 , 매립지 처리 , 연료 , 임금 및 기타 인력 관련 비용의 인상으로 인해 서비스 요소 , 재활용 요금 및 매립료와 같은 폐기물 수거비 구성 요소의 요금 조정이 시행됩니다 . 증가 금액은 다음과 같습니다 :
또한 2 0 2 5년 7월 1일부터 2 0 2 6년 7월 1일까지 매년 7월 1일에 시정부는 다른 공청회를 실시하지 않고 다음과 같이 요금을 인상할 것을 제안합니다 :
폐기물 수거비 요금제를 포함한 기타 관련 추가 정보는 부에나팍 시 공공사업부 ( P u b l i c W o r k s D e p a r t m e n t ) , 6 6 5 0 B e a c h B o u l e v a r d , B u e n a P a r k , C a l i f o r n i a , 9 0 6 2 2 에서 문의할 수 있습니다 .

L o s e s t a m o s n o t i f i c a n d o p o r e s t e m e d i o q u e l o s s i g u i e n t e s a u m e n t o s d e l o s c o b r o s d e l a b a s u r a e n t r a r a n e n v i g o r e l 1 d e j u l i o 2 0 2 4 . E l c o b r o m e n s u a l d e s e r v i c i o s d e b a s u r a e s t á c o n s t a d e t r e s c o m p o n e n t e s ; 1 ) u n a c a n t i d a d p a r a l a a d m i n i s t r a c i ó n y o p e r a c i ó n d e l o s s e r v i c i o s d e r e c o l e c c i ó n a u t o m a t i z a d a y m a n u a l e n l a a c e r a ( s e r v i c i o ) ; 2 ) u n a c a n t i d a d p a r a q u e e l t r a n s p o r t i s t a e l i m i n e l a b a s u r a e n e l v e r t e d e r o ( c o b r o d e v e r t e d e r o ) ; y 3 ) u n a c a n t i d a d p a r a r e c i c l a r . E l c o s t o t o t a l d e l a f a c t u r a d e b a s u r a d e c a d a u n i d a d r e s i d e n c i a l e s t á d e t e r m i n a d o p o r l a c a n t i d a d d e c o n t e n e d o r e s d e b a s u r a .

S e a g r e g a r á u n a j u s t e d e c o s t o a l o s c o m p o n e n t e s d e l a t a r i f a d e s e r v i c i o , r e c i c l a j e y v e r t e d e r o d e b i d o a l o s c r e c i e n t e s c o s t o s d e S e a g r e g a r á u n a j u s t e d e c o s t o a l o s c o m p o n e n t e s d e l a t a r i f a d e s e r v i c i o , r e c i c l a j e y v e r t e d e r o d e b i d o a l o s c r e c i e n t e s c o s t o s d e r e c o l e c c i ó n d e b a s u r a , s e r v i c i o s d e r e c i c l a j e , d i s p o s i c i ó n e n v e r t e d e r o s , c o m b u s t i b l e , s a l a r i o s y o t r o s c o s t o s r e l a c i o n a d o s c o n e l p e r - s o n a l . L o s a u m e n t o s s o n l o s s i g u i e n t e s :

A d e m á s , s i n r e a l i z a r o t r a a u d i e n c i a p ú b l i c a y n o t i f i c a d a , a n u a l m e n t e c a d a 1 d e j u l i o , a p a r t i r d e l 1 d e j u l i o d e 2 0 2 5 y h a s t a e l 1 d e j u l i o d e 2 0 2 6 , l a C i u d a d p r o p o n e a u m e n t a r l a s t a r i f a s d e l a s i g u i e n t e m a n e r a :

S e p u e d e o b t e n e r i n f o r m a c i ó n a d i c i o n a l y m á s r e l a c i o n a d a c o n e s t e a s u n t o , i n c l u i d o e l p r o g r a m a d e t a r i f a s d e b a s u r a , d e l D e p a r t a m e n t o d e P u b l i c Wo r k s , 6 6 5 0 B e a c h B o u l e v a r d , B u e n a P a r k , C a l i f o r n i a , 9 0 6 2 2 .

C O B R O A C T U A L
현 수거비

C O B R O N U E V O A P A R T I R
D E L 1 D E J U L I O D E 2 0 2 4
2 0 2 4년 7 월 1 일
부터 새로운 요금
T a s a b á s i c a ( p o r m e s )
C o n t e n e d o r c o n r u e d a s a d i c i o n a l ( p o r m e s ) C o n t e n e d o r t e m p o r a l d e 3 y a r d a s c ú b i c a s ( p o r u s o ) 기본 금액 (월 )
추가 바퀴 달린 컨테이너 (월 )
3 입방 ( C u b i c Y a r d ) 임시 컨테이너 (이용 횟수 )
a . e l c o m p o n e n t e d e s e r v i c i o d e l a t a r i f a b á s i c a ( $ 1 3 . 8 9 a p a r t i r d e l 7 / 1 / 2 4 ) , e l c o n t e n e d o r c o n r u e d a s a d i c i o n a l ( $ 5 . 0 7 a p a r t i r d e l 7 / 1 / 2 4 ) , y e l c o n - t e n e d o r t e m p o r a l d e 3 y a r d a s c ú b i c a s ( $ 7 9 . 0 4 d e s d e 7 / 1 / 2 4 ) p u e d e s e r i n c r e m e n t a d o p r o e l p o r c e n t a j e a n u a l d e i n c r e m e n t o e n e l Í n d i c e d e P r e c i o s a l C o n s u m i d o r d e L o s Á n g e l e s - R i v e r s i d e - C o n d a d o d e O r a n g e C A p a r a t o d o s l o s c o n s u m i d o r e s u r b a n o s e n t r e l o s d o s s e p t i e m b r e s a n t e r i o r e s ; y b . e l c o m p o n e n t e d e r e c i c l a j e a l a t a r i f a b á s i c a ( $ 5 . 2 8 d e s d e 7 / 1 / 2 4 ) p u e d e i n c r e m e n t a r s e p o r e l a u m e n t o p o r c e n t u a l a n u a l e n e l í n d i c e d e p r e c i o s a l c o n s u m i d o r d e d e L o s Á n g e l e s - R i v e r s i d e - C o n d a d o d e O r a n g e C A p a r a t o d o s l o s c o n s u m i d o r e s u r b a n o s e n t r e l o s d o s a g o s t o s a n t e r i o r e s . N o h a y c o b r o s d e r e c i c l a r p a r a e l c o n t e n e d o r t e m p o r a l d e 3 y a r d a s c ú b i c a s . c . e l c o m p o n e n t e d e l a t a r i f a d e v e r t e d e r o ( $ 5 . 8 5 d e s d e 7 / 1 / 2 4 ) y e l c o n t e n e d o r d e 3 y a r d a s c ú b i c a s ( $ 4 6 . 9 3 d e s d e 7 / 1 / 2 4 ) p u e d e n i n c r e m e n t a r p o r c . e l c o m p o n e n t e d e l a t a r i f a d e v e r t e d e r o ( $ 5 . 8 5 d e s d e 7 / 1 / 2 4 ) y e l c o n t e n e d o r d e 3 y a r d a s c ú b i c a s ( $ 4 6 . 9 3 d e s d e 7 / 1 / 2 4 ) p u e d e n i n c r e m e n t a r p o r e l a u m e n t o p o r c e n t u a l a n u a l e n t o d o s l o s c o n s u m i d o r e s u r b a n o s , p r o m e d i o d e l a c i u d a d d e E E . U U . , t o d o s l o s a r t í c u l o s , s i n a j u s t e e s t a c i o n a l , I D d e s e r i e C U U R 0 0 0 0 S A 0 e n t r e l o s d o s m e s e s d e o c t u b r e a n t e r i o r e s . a . 서비스 요소 중 기본 요금에 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 1 3 . 8 9 ) , 추가 바퀴 달린 컨테이너에 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 5 . 0 7 ) 및 3 입방 ( C u b i c Y a r d ) 임시 컨테이너에 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 7 9 . 0 4 )은 지난 두 해의 9월 사이에 모든 도시 소비자의 로스앤젤레스 -리버사이드 -오렌지 카운티 캘리포니아 소비자 물가 지수의 연간 백분율 증가에 따라 인상될 수 있습니다 . b . 재활용 요금 요소 중 기본 요금에 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 5 . 2 8 )은 지난 두 해의 8월 사이에 모든 도시 소비자의 로스앤젤레스 -리버사이드 -오렌지 카운티 캘리포니아 소비자 물가 지수의 연간 백분율 증가에 따라 인상될 수 있습니다 . 3 입방 ( C u b i c Y a r d ) 임시 컨테이너에 해당하는 재활용 요금은 없습니다 .
c .
c . 매립료 요소 중 기본 요금애 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 5 . 8 5 )과 3 입방 ( C u b i c Y a r d ) 임시 컨테이너에 해당되는 금액 ( 7월 1일 2 0 2 4년 기준 $ 4 6 . 9 3 )은 모든 도시 소비자의 미국 도시 평균 , 모든 항목 , 계절에 따라 조정되지 않은 , 지난 두 해의 1 0월 사이의 시리즈 I D C U U R 0 0 0 0 S A 0의 백분율 증가에 따라 인상될 수 있습니다 .

C I U D A D D E B U E N A P A R K
A v i s o d e A u m e n t o d e l a T a s a d e B a s u r a s 부에나팍 시 - 폐기물 수거비 인상 안내
$ 2 4 . 1 5 $ 2 5 . 0 2
$ 4 . 9 1 $ 5 . 0 7
$ 1 2 2 . 4 6 $ 1 2 5 . 9 7
$ 2 4 . 1 5 $ 2 5 . 0 2
$ 4 . 9 1 $ 5 . 0 7
$ 1 2 2 . 4 6 $ 1 2 5 . 9 7

Thomas D. Koutroulis, Director
601 N. Ross Street, 5th Floor
Santa Ana, CA 92701

www.oclandfills.com
Telephone: (714) 834-4000
Fax: (714) 834-4183

March 13, 2024

City of Buena Park
Aaron France, City Manager
6650 Beach Blvd.

Buena Park, CA 90620

Subject: Waste Disposal Agreement Annual Adjustment of Contract Rate

Dear Mr. France:

In accordance with the Waste Disposal Agreement between the City of Buena Park (City) and the County of Orange (County), the County is obligated to provide the City with notice of the adjustment to the contract rate on an annual basis.

This letter serves as your official notice that the adjusted contract rate is effective July 1 st, 2024 and will be $42.65. The escalation calculation of the adjustment is included as an attachment to this letter as set forth in Section 4.2(F) of the Waste Disposal Agreement.

If you have any questions, please call me at (714) 834-4017 or e-mail me at [email protected].

Sincerely,

Bobby Pitrone
Contracts & Compliance Manager

Attachment-Annual Escalation (WDA) Rate Change Sheet for Year 2024

3/20/2024

CITY OF BUENA PARK
(rates effective 7/1/24)
Current Rates Service Tip Fee Recycle
Res/Temp Bin 3.159% 2.376% 6.049%
Comm 3.472% 3.169% 3.472%
Service Tip Fee Recycle Total Service Tip Fee Recycle Service Tip Fee Recycle Total $
Increase
%
Increase
Residential $13.46 $5.71 $4.98 $24.15 $0.43 $0.14 $0.30 $13.89 $5.85 $5.28 $25.02 $0.87 3.6% 3 Cubic Yard Trash Bin (includes 1 96gal Recycling Cart 1X) 1 $139.09 $35.58 $0.00 $174.67 $4.83 $1.13 $0.00 $143.92 $36.71 $0.00 $180.63 $5.96 3.4% 2 $229.71 $71.14 $0.00 $300.85 $7.98 $2.25 $0.00 $237.69 $73.39 $0.00 $311.08 $10.23 3.4% 3 $321.41 $106.72 $0.00 $428.13 $11.16 $3.38 $0.00 $332.57 $110.10 $0.00 $442.67 $14.54 3.4% 4 $412.98 $142.29 $0.00 $555.27 $14.34 $4.51 $0.00 $427.32 $146.80 $0.00 $574.12 $18.85 3.4% 5 $504.64 $177.87 $0.00 $682.51 $17.52 $5.64 $0.00 $522.16 $183.51 $0.00 $705.67 $23.16 3.4% 6 $596.26 $213.45 $0.00 $809.71 $20.70 $6.76 $0.00 $616.96 $220.21 $0.00 $837.17 $27.46 3.4% 3 Cubic Yard Trash Compactor (includes 1 96gal Recycling Cart 1X) 1 $238.36 $71.14 $0.00 $309.50 $8.28 $2.25 $0.00 $246.64 $73.39 $0.00 $320.03 $10.53 3.4% 2 $426.13 $142.29 $0.00 $568.42 $14.80 $4.51 $0.00 $440.93 $146.80 $0.00 $587.73 $19.31 3.4% 3 $614.17 $213.45 $0.00 $827.62 $21.33 $6.76 $0.00 $635.50 $220.21 $0.00 $855.71 $28.09 3.4% 4 $802.01 $284.59 $0.00 $1,086.60 $27.85 $9.02 $0.00 $829.86 $293.61 $0.00 $1,123.47 $36.87 3.4% 5 $989.96 $355.74 $0.00 $1,345.70 $34.38 $11.27 $0.00 $1,024.34 $367.01 $0.00 $1,391.35 $45.65 3.4% 6 $1,177.96 $426.88 $0.00 $1,604.84 $40.90 $13.53 $0.00 $1,218.86 $440.41 $0.00 $1,659.27 $54.43 3.4% 4 Cubic Yard Bin (includes 1 96gal Recycling Cart 1X)
1 $170.27 $47.43 $0.00 $217.70 $5.91 $1.50 $0.00 $176.18 $48.93 $0.00 $225.11 $7.41 3.4% 2 $291.53 $94.86 $0.00 $386.39 $10.12 $3.01 $0.00 $301.65 $97.87 $0.00 $399.52 $13.13 3.4% 3 $414.01 $142.29 $0.00 $556.30 $14.38 $4.51 $0.00 $428.39 $146.80 $0.00 $575.19 $18.89 3.4% 4 $536.57 $189.73 $0.00 $726.30 $18.63 $6.01 $0.00 $555.20 $195.74 $0.00 $750.94 $24.64 3.4% 5 $659.19 $237.16 $0.00 $896.35 $22.89 $7.52 $0.00 $682.08 $244.68 $0.00 $926.76 $30.41 3.4% 6 $781.78 $284.59 $0.00 $1,066.37 $27.15 $9.02 $0.00 $808.93 $293.61 $0.00 $1,102.54 $36.17 3.4% Commercial Cans $23.67 $3.96 $0.00 $27.63 $0.82 $0.13 $0.00 $24.49 $4.09 $0.00 $28.58 $0.95 3.4% Roll-off Bodies TPL
Regular-P 5.00 $329.01 $459.94 $0.00 $788.95 $11.42 $14.57 $0.00 $340.43 $474.51 $0.00 $814.94 $25.99 3.3% Compacted-P 7.00 $353.02 $643.92 $0.00 $996.94 $12.26 $20.40 $0.00 $365.28 $664.32 $0.00 $1,029.60 $32.66 3.3% Hard to Handle-T 4.00 $328.61 $367.95 $0.00 $696.56 $11.41 $11.66 $0.00 $340.02 $379.61 $0.00 $719.63 $23.07 3.3% Const/Demo-T 4.00 $328.61 $367.95 $0.00 $696.56 $11.41 $11.66 $0.00 $340.02 $379.61 $0.00 $719.63 $23.07 3.3% Additional Residential
Trash Cart $4.91 $0.00 $0.00 $4.91 $0.16 $0.00 $0.00 $5.07 $0.00 $0.00 $5.07 $0.16 3.3% Temporary Drop Off Bin $76.62 $45.84 $0.00 $122.46 $2.42 $1.09 $0.00 $79.04 $46.93 $0.00 $125.97 $3.51 2.9% Rate % Index Change
New Rates Effective 7/1/24
City of Buena Park City of Buena Park
Current Rates 7/1/2023 Proposed Rates 7/1/2024
Commercial Comingled Organics Commercial Comingled Organics CPI 3.472%
1st Bin Frequency Extra 1st Bin Frequency Extra
Size 1 2 3 Pickup Size 1 2 3 Pickup
Cart (65 gl) $96.03 $192.07 $288.11 $38.41 Cart (65 gl) $99.36 $198.74 $298.11 $39.74 Cart (96 gl) $106.60 $213.21 $319.81 $42.63 Cart (96 gl) $110.30 $220.61 $330.92 $44.11 2 CY $207.96 $415.92 $623.89 $83.19 2 CY $215.18 $430.36 $645.55 $86.08 Each Additional Bin Each Additional Bin
Size 1 2 3 Size 1 2 3
Cart (65 gl) $91.23 $182.47 $273.70 Cart (65 gl) $94.40 $188.81 $283.20 Cart (96 gl) $101.27 $202.55 $303.82 Cart (96 gl) $104.79 $209.58 $314.37 2 CY $197.57 $395.13 $592.70 2 CY $204.43 $408.85 $613.28 Commercial Comingled Recycling Commercial Comingled Recycling CPI 3.472%
Frequency Extra Frequency Extra
Size 1 2 3 Pickup Size 1 2 3 Pickup
Cart (96 gl) $47.10 $94.19 $141.29 $23.55 Cart (96 gl) $48.74 $97.46 $146.20 $24.37 3 CY $94.19 $188.39 $282.59 $47.10 3 CY $97.46 $194.93 $292.40 $48.74 Series Id:

Series Title:

Area:

Item:

Base Period:

Res
Recycling
Index
Res Service
Index
Res
Landfill
Index
Comm
Service,
Organics,
Recycle
Index
Years:

Year Jan Feb Mar Ap r May Jun Jul Aug Sep Oct No v Dec
2013 238.015 239.753 239.995 239.043 239.346 239.223 238.920 239.219 239.611 239.940 238.677 238.742 2014 239.857 241.059 242.491 242.437 243.362 243.528 243.727 243.556 243.623 243.341 241.753 240.475 2015 239.724 241.297 243.738 243.569 246.093 245.459 247.066 246.328 245.431 245.812 245.711 245.357 2016 247.155 247.113 247.873 248.368 249.554 249.789 249.784 249.700 250.145 251.098 250.185 250.189 2017 252.373 253.815 254.525 254.971 255.674 255.275 256.023 256.739 257.890 258.883 259.135 259.220 2018 261.235 263.012 264.158 265.095 266.148 265.522 266.007 266.665 268.032 269.482 268.560 267.631 2019 269.468 269.608 271.311 273.945 274.479 274.380 274.682 274.579 276.054 278.075 277.239 275.553 2020 277.755 278.657 276.589 275.853 276.842 278.121 279.899 280.116 279.366 279.947 280.102 279.560 2021 280.178 281.347 282.648 285.808 287.620 289.218 290.890 291.333 292.209 294.961 296.790 297.925 2022 301.209 302.164 306.679 308.302 310.649 314.072 313.415 313.608 315.033 317.014 314.633 312.601 2023 318.591 317.571 317.873 320.089 320.514 322.055 321.931 324.050 324.984 324.545 323.341 323.456 2024 326.640
Change 10.442 9.951 7.531 10.855
% Change 3.330% 3.159% 2.376% 3.472%
Deferred from 7/1/23 2.72%
Commercial Disposal Index Current 7/1/2024 Increase % Incr Eff 7/1/24 6.049% 3.159% 2.376% OC Tip Fee/Ton $41.34 $42.65 $1.31 3.17%
Deferred from 7/1/23 to 7/1/2025 2.88%
All items in Los Angeles-Long Beach-Anaheim, CA, all urban Los Angeles-Long Beach-Anaheim, CA
All items
1982-84=100
2013 to 2023
CPI for All Urban Consumers (CPI-U)
Original Data Value
CUURS49ASA0
Not Seasonally Adjusted
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BUENA PARK,

CALIFORNIA, ESTABLISHING FEES AND CHARGES FOR THE

COLLECTION, REMOVAL, AND DISPOSAL OF REFUSE, TRASH,

RUBBISH, OR OTHER FORMS OF SOLID WASTE IN ACCORDANCE
WITH THE AUTHORITY GRANTED BY SECTION 8.12.040 OF THE

BUENA PARK MUNICIPAL CODE

WHEREAS, Section 8.12.040 of the Buena Park Municipal Code grants to the City Council the authority to make necessary changes in the fees and charges for the collection, removal, and disposal of refuse, trash, rubbish, or other forms of solid waste; and

WHEREAS, on July 13, 2021, the City determined that, without conducting another noticed public hearing, annually on each July 1, beginning July 1, 2022, and continuing through July 1, 2026, the City Council may increase the rates for inflation by the annual percentage increase in the Los Angeles-Riverside-Orange County CA Consumer Price Index. For any fiscal year in which the City Council does not increase rates by the authorized adjustment, the City Council may add the amount of the authorized increase for such fiscal year to the authorized adjustment in subsequent fiscal years.

WHEREAS, the City Council of the City of Buena Park has determined that the amended fees and charges are required to offset the current and future increases in the cost of providing collection, removal, and disposal of refuse, trash, rubbish, or other forms of solid waste.

NOW, THEREFORE, the City Council of the City of Buena Park does hereby resolve, determine, and order as follows:

Section 1: Rates for residential and commerc ial customers as of July 1, 2024 , shall be those as listed on Exhibit A to this Resolution.

PASSED AND ADOPTED this 14th day of May 2024, by the following called vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

_________________________________________
Mayor
ATTEST:

_______________________________
City Clerk

I, Adria Jimenez, City Clerk of the City of Buena Park, California, hereby certify that the foregoing resolution was duly and regularly passed and adopted at a regular meeting of the City Council of the City of Buena Park, held this 14th day of May 2024.

______________________________________
City Clerk

City of Buena Park
City Council Regular Meeting Agenda Report

PURCHASE AND SALE AGREEMENT FOR CITY-OWNED PROPERTY LOCATED AT THE SOUTHWEST CORNER OF

ARTESIA BOULEVARD AND BOTRYOIDES AVENUE
Consideration of a Purchase and Sale Agreement to sell city-owned land for the development of a multi-tenant commercial center and electric vehicle charging facility at 7232, 7236, 7242 Artesia Boulevard and 6011 Botryoides Avenue.

Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
NEW BUSINESS Item: 5C
Presented By
Matt Foulkes, Director of Community and Economic Development Prepared By
Matt Foulkes, Director of Community and Economic Development Approved By
Aaron France, City Manager

RECOMMENDED ACTION
1) Approve the Purchase and Sale Agreement with Atwater EVV, LLC, for the sale of the Property; 2) Find the transaction exempt from CEQA pursuant to Sections 15332, 15315 and 15311 and authorize staff to file a notice of exemption; 3) Authorize the City Manager and City Attorney to make any necessary, non-monetary changes to the agreement; and, 4) Authorize the City Manager and City Clerk to execute the agreement and take various actions in connection therewith.

PREVIOUS CITY COUNCIL ACTION

DISCUSSION
Background
The project site consists of a three-acre vacant parcel on the south side of Artesia Boulevard, just northeast of the I-5 Freeway. Approximately 0.9 acres are owned by the City and were once street right-of-way for Manchester Boulevard. The remaining 2.01 acres are privately owned by the Kim Family. The parcels are zoned Auto Center Specific Plan (ACSP) and have a General Plan land use designation of Commercial. The properties to the north and east are also located within the ACSP and consist of a gas station, CarMax, and a Hampton Inn. The property is bordered on the south and west by the I-5 Freeway and freeway off-ramp at Artesia Boulevard. The portion of the site that was formerly street right-of-way was abandoned by the City between 2001-2009 to create parcels that would eventually become the Buena Park Auto Mall and Auto Center Specific Plan. While CarMax, Premier Chevrolet and Premier Chrysler/Jeep were developed along Auto Center Drive and Artesia Boulevard, the subject property was never redeveloped and has been leased for vehicle storage for many The City, in partnership with the adjacent property owner, released a Request for Qualifications (RFQ) for the joint development of the subject properties in May 2021.

The City Council received a briefing about the proposals received in July 2021.

The City Council approved an Exclusive Negotiating Agreement (ENA) with Atwater Infrastructure Partners, LLC in November 2021.
years. The property is irregularly shaped and has split ownership between the City and a private property owner, which further complicated redevelopment efforts. In 2021, the City partnered with the adjacent private property owner to release a Request for Qualifications (RFQ) for redevelopment of the site. From the proposals received, the City Council selected Atwater Infrastructure Partners, LLC, to redevelop the site with EV charging, drive-through food uses, and retail/restaurants.

The City Council approved an Exclusive Negotiating Agreement with Atwater Infrastructure Partners in November 2021.

Project Description
The project site is currently divided into eleven parcels; however, as part of the project, a parcel map is proposed to reconfigure the property into three parcels for the following uses:

1. 2.

3. The site is accessed from two driveways, one located on Artesia Boulevard and the other on Botryoides Avenue. The project shares driveways, drive aisles and parking, except for the EV Charging (Electrify America), which has a separate driveway entrance on Botryoides Avenue. The 125 parking spaces are shared by all tenants through reciprocal easements. A total of 32,600 square feet of landscaping is proposed throughout the project site, primarily around the exterior and within parking lot landscape islands. The proposed landscape palette is drought tolerant and California native species including Fan Palms, Palo Verde, Western Redbud and African Sumac trees. Shrubs and groundcover including Lantana, Star Jasmine, Bougainvillea and a variety of succulents are also proposed to fill in around the trees and provide screening of trash enclosures and EV charging equipment.

Planning Commission Action
On April 10, 2024, the Planning Commission considered a Conditional Use Permit, Tentative Parcel Map, and Sign Program for the project. Following a presentation by City staff and public comments, the Planning Commission approved the requested entitlements and found the project Categorically Exempt from CEQA by a 5-0 vote. Once completed, the Final Parcel Map will be agendized for City Council consideration at a future meeting.

Purchase and Sale Agreement
Pursuant to the Purchase and Sale Agreement (Attachment 1), the Buyer has agreed to purchase the property for $1,000,000, with an initial deposit of $50,000. This purchase price is the appraised fair market value of the property. Escrow will open within five days of the effective date of the Agreement and will close following the completion and recordation of specified documents, but in no case later than 120 days from the effective date of the Agreement, unless extended by mutual written agreement of the parties. At the request of the City, the Buyer has agreed to a Declaration of Construction Covenants and Performance Guarantee. These documents/agreements will provide the City assurance that the buyer has adequate funds to complete the project and that construction activities will commence immediately and be completed in a timely manner.

In the unlikely event the Buyer fails to proceed and complete the grading, site work, and off-site improvements that are required for the Project within the deadlines specified in the Purchase and Sale Agreement, the Buyer shall pay the City $1,370 per calendar day for each and every day the work remains incomplete. The maximum delay penalty payment due to the City shall be one-million dollars ($1,000,000) and is in addition to any other rights or remedies the City may have for non-performance. Once site work is complete, the Buyer is obligated to proceed with completing the project, buildings, and Parcel A is located at the corner of Artesia Boulevard and Botryoides Avenue and will include a 1,263-square-foot building with a drive-through food/coffee use.

Parcel B is located along Artesia Boulevard and extends south along the I-5 freeway off-ramp. This parcel will include two commercial buildings. Building B-1 is a 5,200-square-foot building that will be occupied by a retail or food tenant(s).

Building B-2 is a 2,448-square-foot building with a drive-through food use. Parcel B will also include 28 electric vehicle charging stations (Tesla), a 55-foot-high freeway facing monument sign and an 18-foot-high monument sign facing Artesia Boulevard.

Parcel C is accessed from Botryoides Avenue and includes 48 charging stations for Electrify America and a covered patio seating area.

Attachments
Draft Purchase Sale Agreement.pdf
other improvements in collaboration with future tenants, and the City’s Declaration of Construction Covenants will remain in place until a final Certificate of Occupancy is issued.

Purchase Price Loan
Buyer has requested the City provide a market-rate loan in the amount of $950,000 towards the purchase price of the Property. The proposed loan would have a term of thirty-six (36) months from the closing, bear interest at 5%, with interest- only payments being monthly and final balance due on the maturity date. The loan would be secured by the recordation of a first position deed of trust on the Property at closing.

Surplus Lands Act
The California Surplus Lands Act (“Act”) applies to the City’s disposition of all “surplus property,” and requires the City to market and make properties available for housing, parks and recreational, or educational purposes before disposing of real property on the open market for other purposes. However, the Act does not apply to “exempt surplus land,” which includes real property that was once was a public street or right of way and is now being conveyed to an adjacent property owner.

This transaction satisfies this standard, as the City-owned property is former street right-of-way, and the Buyer has a long- term ownership interest (60-year lease) in the adjacent parcel. On November 23, 2021, the City Council adopted Resolution No. 14410 making this determination.

California Environmental Quality Act (CEQA)
In accordance with the CEQA Guidelines, the City has determined that the proposed project is Categorically Exempt pursuant to Section 15332 of the CEQA Guidelines. Section 15332 (Class 32) consist of projects characterized as in-fill development meeting the following specified criteria:

Additionally, the Tentative Parcel Map request is Categorically Exempt pursuant to Class 15 Section 15315 (Minor Land Divisions) and the Sign Program request is Categorically Exempt pursuant to Class 11 Section 15311 of the CEQA Guidelines. The division of land is in an urbanized area zoned for commercial use into three parcels. The sign program regulates the on-premise tenant signs within a multi-tenant commercial center.

BUDGET IMPACT
The purchase price specified in the Purchase and Sale Agreement is $1,000,000, which will be deposited into the City’s General Fund.

The proposed development is consistent with the Commercial General Plan land use designation and the permitted uses in the Auto Center Specific Plan zoning.

The subject property is less than five acres in size and is surrounded by urban uses along Artesia Boulevard and I-5 Freeway.

The site is currently vacant and has no value for habitat for endangered or threatened species.

The proposed project has been reviewed by the City and Orange County Fire Authority and, as conditioned, will not result in any significant effects on traffic, noise, air quality or water quality.

The site is located adjacent to existing commercial uses and is served by all required utilities and public services. 01005.0012/276364.1 A

PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPETY
(ORANGE COUNTY ASESSOR PARCEL NOS. 066-030-21, 066-030-31, 066-030-51, 066- 030-48, 066-030-52, AND 066-030-49 (PARTIAL) BUENA PARK, CALIFORNIA)

This PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY (“Agreement”) is dated for reference purposes as of May 14, 2024, is made by and between the City of Buena Park, a California municipal corporation and charter city organized and existing under the laws of the State (" Seller”), and Atwater EV V, a Delaware l imited liability company (“Buyer”). Seller and Buyer are at times referred to individually as a “ Party” and jointly as the “Parties.”

RECITALS
A. Seller is the fee owner of that certain parcel of real property consisting of 0.91 acres and located southwest of Botryoides Avenue and Artesia Boulevard, City of Buena Park, County of Orange, California, specifically described as Assessor’s Parcel Numbers 066-030-31, 066-030- 51, 066- 030-48, 066- 030-52, and 066- 030-49 (Partial) and legally described in Exhibit A, including all improvements located thereon, if any, and all rights, privileges, easements and appurtenances thereto, if any, and all rights, t itle and interest in and to all minerals, oil, gas and other hydrocarbon substances, development rights and water stock relating thereto (the “Property”).

B. Buyer has acquired an option to lease for a term of at least sixty -five (65) years those certain parcels of real property totaling 2.08 acres and located in the City of Buena Park, County of Orange, California, specifically described as Assessor’s Parc el Number 066- 030-021 and 066-030-051 and legally described in Exhibit B (the “Buyer Parcel”), with Buyer’s rights to lease, possess, use, enjoy, occupy, and develop the Buyer Parcel being specifically defined in that certain Option to Lease Agreement dated as of March 21, 2024, between Buyer and owner of the Buyer Parcel, a true and correct copy of which is on file with Seller (“Lease Option”).

C. The Buyer Parcel is located immediately adjacent to the Property and Buyer desires to purchase the Property from Seller and exercise the Lease Option to create a reconfigured project site totaling approximately 2.99 acres as depicted in Exhibit C (“Project Site”) for development of a mixed-use retail project substantially similar to that depicted in Exhibit C (the “Project”).

D. The Parties have concluded their negotiations and now desire enter into this Agreement to memorialize the terms and conditions by which Seller will sell and Buyer will purchase and subsequently development the Property.

AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both Parties, Seller and Buyer agree as follows:

1. Agreement for Purchase and Sale. Subject to the terms and conditions in this Agreement, Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller at the Closing for the Purchase Price.

2. Definitions. The capitalized words used throughout this Agreement shall have the meaning given except as the context clearly requires otherwise, including but not limited to the following:
“Approvals” is defined in Section 8.3.

“Additional Instructions” is defined in Section 3.2.

“Buyer Parcel” is defined in Recital A.

“Closing” is defined in Section 3.3.

“Closing Items” is defined in Section 5.1.

“Contingency Period” is defined in Section 11.

“Declaration of Construction Covenants” is defined in Section 9.2.

“Deed of Trust” is defined in Section 10.1.

“Deposit” is defined in Section 4.1.

“Effective Date” means the date the last of the Parties has executed this Agreement. “Escrow” is defined in Section 3.1.

“Escrow Agent” is defined in Section 3.1.

“Excusable Delays” means delays in the performance of either Party of any obligation under this Agreement caused by any of the following: Acts of God; unusually severe weather; enemy action; civil disturbances; wars; terrorist acts; insurrection; riots; fire; floods; earthquakes; casualties; a local, state, or federal declaration of emergency based on an epidemic or pandemic including any quarantine or other health- related orders, directives, regulations, laws or other requirements implemented in response to such epidemic or pandemic; strikes, walkouts lockouts, and other labor difficulties; delays in work to be performed by, or inspections, or approvals, by any utility or governmental or quasi -governmental agency;regional and enduring breakdown in communication facilities, e lectrical service, or wireless service; failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body; failure of a third -party to perform obligations under contract or at law that prohibits or hinders a Party’s performance of this Agreement; or mediation, arbitration, litigation, or other administrative or judicial proceeding challenging this Agreement or the Approvals.

“Government Authorities” is defined in Section 8.3.

“Grant Deed” is defined in Section 5.1(a).

“Final Parcel Map” is defined in Section 9.6.

“Financing Plan” is defined in Section 8.6(c).

“Lease Option” is defined in Recital B.

“Opening” is defined in Section 3.1.

“Outside Closing Date” is defined in Section 3.5.

"Performance Guarantee” is defined in Section 9.9.

“Project” is defined in Recital C.

“Project Budget” is defined in Section 8.6(a).

“Project Site” is defined in Recital C.

“Property” is defined in Recital A.

“Purchase Price” is defined in Section 4.

“Seller Deed of Trust” is defined in Section 4.2.

“Seller Note” is defined in Section 4.2.

“Sources and Uses Summary” is defined in Section 8.6(b).

“Tentative Parcel Map” is defined in Section 8.3.

“Termination Costs” is defined in Section 14.1.

“Title Company” is defined in Section 3.1.

“Title Documents” is defined in Section 6.1.

“Title Insurance Commitment” is defined in Section 6.1.

“Zoning Code” means the Buena Park Zoning Code.

3. Escrow.

3.1 Opening of Escrow . Within five (5) calendar days of the full execution of this Agreement, the Parties shall open an escrow (“ Escrow”) by causing an executed copy of this Agreement to be deposited with First American Title Company (“Title Company”): 18500 Karman Avenue, Suite 600, Irvine, CA 92614 – Escrow Officer: Alberto Aceves ([email protected]); Title Officer: Jeffrey C. Paschal ([email protected]) (“Escrow Agent ”). Escrow shall be deemed open on the date an executed copy of this Agreement is delivered to and accepted by Escrow Agent (“Opening”).

3.2 Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Property. Buyer and Seller shall execute, deliver and be bound by any reasonable or customary supplemental or additional escrow instructions or other instruments (“ Additional Instructions ”) that may be
required by the Escrow Agent or Title
Company to effectuate the Closing; so long as such Additional Instructions do not conflict with, amend or supersede any portions of this Agreement unless expressly agreed to in writing by the Parties.

3.3 Time and Place of Closing . Subject to satisfactory performance or completion of each of the Conditions to Closing, consummation of this sale and purchase (the “ Closing”) shall take place on or before the Outside Closing Date and is conditioned on each of the Parties timely delivery to Escrow of each of the Closing Items, and only upon written confirmation from each Party that all conditions precedent to the Closing have been performed to their satisfaction. The Closing shall take place at the offices of the Escrow Agent and coordinated through their affiliate offices.

3.4 Title Company and Escrow Agent Responsibilities . At the Closing the Title Company or Escrow Agent, as applicable, are authorized and instructed to:

(a) Notify Seller of the terms necessary to satisfy and remove all exceptions to title to the Property except for the Permitted Exceptions, and using such funds as Seller may deposit to cause the removal of all such monetary liens or encumbrances from title before the Closing.

(b) Pay, and charge Buyer and Seller, respectively, for any fees, charges and costs payable under this Agreement. Before such payments or charges are made, Title Company shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and close the Escrow, all of which shall be reflected on the closing statement at Closing.

(c) Record fully executed and recordable forms of each of the following at the Closing in the following order: first , the Grant Deed for the Property; second, the Seller Deed of Trust shall be recorded on the Property; third, the Declaration of Construction Covenants shall be recorded on the Property; fourth, the Buyer Parcel Lease shall be recorded on the Buyer Parcel; and (5) thereafter, and any other instruments as may be delivered through Escrow by the Parties for recordation on either the Property or Buyer Parcel at or prior to the Closing.

(d) Deliver to each Party copies of all tax withholding form(s).

(e) Disburse such other funds and deliver such other documents to the Parties that are entitled thereto.

(f) Cause the Title Policy or Extended Policy, as applicable, to be issued.

(g) Perform and take actions directed in any agreements or escrow instructions between the Parties, if applicable, to the extent not in conflict with this Agreement or otherwise approved by the Parties.

3.5 Outside Closing Date . If the Closing does not occur on or before 11:59 p.m. on March 21, 2025(the “ Outside Closing Date ”), either Party may terminate this Agreement for convenience pursuant to Section 14.1. The Parties may mutually agree in writing to extend the Outside Closing Date.

3.6 Pre-Closing Covenants . Between the Effective Date and the Closing, unless otherwise consented to or waived in writing by Buyer Seller shall:
(a) Maintain the Property in compliance with all applicable laws and in its present condition (i.e. as of the Effective Date), reasonable wear and use excepted. (b) Not suffer or permit any new easements, encumbrances, liens or security interests to attach to the Property, or transfer or convey the Property or any portion or portions of the Property.
(c) Not enter into or amend any contracts or agreements pertaining to the Property which would survive the Closing and be binding upon Buyer.

3.7 Prorated and Adjusted Items. The following items shall be prorated and/or adjusted as follows:
(a) Taxes. Escrow is not to be concerned with proration of Seller’s taxes for the current fiscal year. Seller is a public agency and exempt from the payment of property taxes.

Buyer shall be responsible for all applicable prorated taxes solely to the extent relating to Buyer’s period of ownership of the Property once Buyer obtains title to the Property. (b) Utility and Transaction Costs. Seller shall pay outside of Escrow all water, sewer, telephone, and all other utility charges incurred on or before the Closing with respect to the Property. After the Closing and outside of Escrow, Buyer shall pay all such charges relating to Buyer’s period of ownership of the Property. To the extent Seller is not exempt as a government entity, Seller, shall pay through Escrow the applicable transfer taxes, the cost of recording any curative instruments, and the cost of a ALTA standard coverage owner’s title policy. Buyer shall pay through Escrow the cost of recording the Grant Deed conveying title to the Property, the cost of recording the Buyer Parcel Lease, the costs associated with Buyer’s financing, the cost of any extended coverage or ALTA owner’s title policy and the cost of any title endorsements; provided that, Seller shall be responsible for the cost of any title endorsements that Seller has agreed to obtain to cure any title defects that Seller has agreed to cur e. Escrow fees shall be shared equally by the Parties. Each Party shall pay its own legal fees outside of Escrow.

4. Purchase Price. The purchase price for the Property shall be ONE MILLION DOLLARS and 00/100 CENTS ($1,000,000.00) (“ Purchase Price”), subject to any adjustments or prorations described herein. The Parties agree the Purchase Price to be the fair market value of the Property, which shall be paid by Buyer to Seller through Escrow as follows:

4.1 Deposit.
(a) Within five (5) calendar days of the Opening, Buyer shall deposit by cash, check, or wire the sum of FIFTY THOUSAND DOLLARS and 00/100 CENTS ($50,000.00) (“Deposit”) with the Escrow Agent to be held in Escrow for the benefit of the Parties and applied against the Purchase Price at Closing except as otherwise specified in this Agreement. (b) If directed by Buyer, the Deposit shall be held by Escrow Agent in an interest-bearing account and such interest, when received, shall become part of the Deposit and credited to Buyer’s financial obligations under this Agreement. The Deposit shall be f ully refundable to Buyer on or before the expiration of the Contingency Period. In the event Buyer waives contingencies in writing or does not terminate this Agreement on or prior to the expiration of the Contingency Period, the Deposit shall become immediately non-refundable to Buyer except as otherwise specified in this Agreement. At the Closing, the Deposit shall be applied to the Purchase Price and used by Escrow to pay Seller’s transaction and closing costs, with any remaining amounts disbursed by the Escrow Agent to Seller at the Closing. If the Closing fails to occur because of a default under this Agreement on the part of Buyer after the expiration of the Contingency Period, the Escrow Agent shall disburse the Deposit to Seller as liquidated damages pursuant to Section 14.2.

4.2 Seller Note. Seller shall make a loan to Buyer in the amount of $950,000.00 (the
Purchase Price minus the Deposit) which shall be evidenced by a promissory note (the “ Seller Note”) made by Buyer in favor of Seller in substantially the form attached hereto as Exhibit D and including the following general terms and conditions: (a) the Seller Note shall have a term of thirty- six (36) months from the Closing Date with no charge for early prepayment; (b) the principal balance shall bear simple interest at a rate of eight and thirty-two hundredths percent (8.32%) per annum until the principal is paid in full; and (c) no repayment of principal is required until the maturity date and only monthly payments of accrued interest shall be due prior to the maturity date. The Seller Note shall be secured by the recording of a deed of trust, substantially in the form attached hereto as Exhibit E (“Seller Deed of Trust”), on the Property at the Closing. Buyer shall pay the balance of the Purchase Price by depositing the Promissory Note and Seller Deed of Trust into Escrow prior to the Closing. Seller has reviewed market terms for debt financing, including a survey of debt financing for the property prepared by CBRE dated April 25, 2024, and Seller has determined that the terms of Seller Note and Seller Deed of Trust are within the range of market terms for debt financing of the Property.

4.3 Cash to Close. Upon the Escrow Agent’s receipt of all Closing Items, Buyer shall deposit with Escrow Agent, in cash, by certified check or by wire transfer of immediately available funds, any additional funds needed to pay closing pro-rations, adjustments, and/or other transaction costs allocated to Buyer by this Agreement. Seller’s transaction and closing costs shall be paid from the Deposit to the extent such costs do not exceed the amount of the Deposit, and shall otherwise be paid by Seller at Clos ing by cash, by certified check or by wire transfer of immediately available funds.

5. Closing Deliverables to Escrow Holder. The Parties shall deliver the following items, instruments, and documents to Escrow Agent on or before the deadline specified. The items required to be submitted to the Escrow Agent pursuant to this Section 5 are collectively as the “Closing Items.”

5.1 By Seller . Subject to Buyer’s performance or completion of the Conditions to Closing to Seller’s reasonable satisfaction, Seller shall deliver or cause to be delivered to Escrow the following items, instruments and documents:
(a) Grant Deed. At least two (2) business days prior to the Closing, a notarized and fully executed copy of a grant deed for the Property in substantially the form attached hereto as Exhibit F (“Grant Deed ”).
(b) Non-Foreign Certification . At least two (2) business days prior to the Closing, a certification, duly executed by Seller under penalty of perjury in the form of, and upon the terms set forth in, the Transferor’s Certification of Non -Foreign Status (or FIRPTA Certificate), setting forth Seller’s address and federal tax identification number and certifying that Seller is a “United States Person” and that Seller is not a “foreign person” in accordance with and/or for the purpose of the provisions of Secti ons 7701 and 1445 (as may be amended) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. (c) Closing Statement. On or before the Closing, an executed settlement statement reflecting the pro-rations and adjustments of Closing costs owed and funds due by each Party to consummate the transaction as described in this Agreement. (d) Closing Documents. At least two (2) business days prior to the Closing, any additional tax forms, recordation forms, 1099s, or other documents or instruments as may be reasonably required by the Escrow Agent or the Title Company to facilitate the Closing.

5.2 By Buyer . Subject to Seller’s performance or completion of the Conditions to Closing to Buyer’s reasonable satisfaction, Buyer shall deliver or cause to be delivered to Escrow Agent the following items, instruments and documents:
(a) Seller Note. A notarized and fully executed copy of the Seller Note. (b) Seller Deed of Trust. At least two (2) business days prior to the Closing, a notarized and fully executed copy of the Seller Deed of Trust. (c) Construction Covenants. At least two (2) business days prior to the Closing, a notarized and fully executed copy of the Declaration of Construction Covenants. (d) Performance Guarantee. At least two (2) business days prior to the Closing, a notarized and fully executed copy of the Performance guarantee. (e) Buyer Parcel Lease. At least one (1) business day prior to the Closing, a final, fully executed, and recordable form of the Buyer Parcel Lease, with the form of the Buyer Parcel Lease.
(f) Preliminary Change of Ownership Statement. Prior to the Closing, a Preliminary Change of Ownership Statement completed in the manner required in Orange County. (g) Closing Statement. Prior to the Closing, an executed settlement statement reflecting the pro-rations and adjustments of Closing costs owed and funds due by each Party to consummate the transaction as described in this Agreement. (h) Closing Documents . Prior to the Closing, any additional tax forms, recordation forms, 1099s, or other documents or instruments as may be reasonably required by Escrow Agent or Title Company to facilitate the Closing. (h) Cash Pro -rations. Prior to Closing, any funds or prorations required of Buyer to pay transaction or closing costs set forth in this Agreement or otherwise required for the Closing.

5.3 Additional Closing Items. Each Party shall also execute and deliver to the Escrow Agent such documents, certificates and instruments as may customarily be required in transactions of this type.

6. Title.

6.1 Title Insurance. As evidence of title, within ten (10) days of the Opening, or as soon thereafter as is reasonably practical, Seller shall deliver to Buyer a commitment for an owner’s policy of title insurance with standard exceptions (“Title Insurance Commitment”) issued by the Title Company in the amount of the Purchase Price (or such amount as required by Buyer), dated after the Opening and guaranteeing the title in the condition required for performance of this Agreement, together with copies of all documen ts shown in the commitment as affecting title (“Title Documents”) and a scaled and dimensioned plot showing the location of any easements on the Property. At Closing, Seller shall pay the premium for a CLTA standard coverage owner’s policy.

6.2 Title Objections. Buyer shall have thirty (30) days from receipt of the Title Insurance Commitment and Title Documents to inspect the state of the title and matters affecting title and to object to the matters shown thereby. Failure by Buyer to object in writing within the above period shall constitute a waiver of Buyer’s objections to title. If Buyer objects to any matter disclosed by the Title Insurance Commitment or Title Documents, then Seller shall have fourteen (14) calendar days from the date it is notified in writing of the particular defects claimed to elect, in its sole and absolute reasonable discretion, either: (1) to remedy the title defect that is the subject of Buyer’s objection to Buyer’s reasonable satisfaction, or (2) not remedy the title defec t that is the subject of Buyer’s objection. Seller’s election shall be communicated in writing to Buyer. If Seller elects not to remedy such title defect, then Buyer shall have five (5) calendar days following receipt of Seller’s notification under the preceding sentence to elect to either: (a) waive its title objection and accept title subject to the alleged title defect, or (b) terminate this Agreement and receive a refund of the Deposit in which case Seller shall pay Termination Costs.

6.3 Cure by Seller. Seller may cure (or partially cure if applicable) any title objection that may be cured by the payment of a sum certain (such as existing mortgages, land contracts and other liens) by paying or depositing that sum at Closing or with proceeds of the Deposit.

6.4 Buyer’s Objection to Encumbrances. Notwithstanding the foregoing, Buyer hereby objects to all liens evidencing monetary encumbrances (other than liens for non-delinquent general real property taxes to the extent by relating to the period after closing and requires to be paid by Buyer under this Agreement) and Seller agrees to cause all such liens to be eliminated at Seller’s sole cost (including all prepayment penalties and charge s) prior to the Closing. At the Closing, Seller will provide the Title Company with a commercially reasonable owner’s affidavit, which will include a representation by the Seller (if accurate as of the Closing) that will allow the Title Company to issue an endorsement to Buyer’s title policy against potential mechanic’s and materialmen’s liens; provided, however that if such representation is not accurate, Seller will work with the Title Company to provide alternative assurances to allow the Title Company to issue to Buyer such lien endorsement at the Closing.

6.5 Updates to Condition of Title. Notwithstanding anything to the contrary contained in this Agreement, if, at any time prior to the Closing, any updates to the Title Insurance Commitment are received by Buyer, Buyer shall have fourteen (14) calendar days (regardless of the date) following Buyer 's receipt of such update and legible copies of all underlying documents referenced therein (that were not referenced in the Title Documents previously provided to Buyer) to notify Seller of objections to items on any such updates. Buyer, at its sole election, may hire a land surveyor for the purpose of preparing an ALTA survey for the Property (the “ Survey”).

Notwithstanding the foregoing, Buyer shall have fourteen (14) business days after receipt of the Survey to object to any matters of survey in writing to Seller, in which event the procedure set forth in in this Section 6 shall apply to such Survey objections.

7. Possession. Unless this Agreement is earlier terminated pursuant to the terms hereof, Seller shall deliver to Buyer and Buyer shall accept possession of the Property from at the Closing.

8. Conditions to the Closing . Seller’s obligation to sell the Property to Buyer, and Buyer’s obligation to purchase the Property from Seller, shall be subject to and expressly conditioned upon satisfaction (or waiver) of the following conditions precedent to the Closing set forth in this Section 8.

8.1 Buyer Parcel Lease. It is a condition precedent to the Closing that: (a) at least thirty (30) days before the Closing, Buyer shall deliver to Seller a true and copy of the “Exercise Notice” (as defined in Section 1 of the Lease Option) delivered by Buyer to the owner of the Buyer Parcel stating that Buyer has elected to enter into the Lease effective as of the Closing, and; (b) at least ten (10) business days prior to the Closing, Buyer shall deliver to Seller a copy of the final form of the Buyer Parcel Lease, the form of which shall be substantially similar to that attached hereto as Exhibit J. The Seller shall have five (5) business days from receipt of the final Buyer Parcel Lease from Buyer to confirm that it complies with the terms and conditions of this Agreement.

Failure to object in writing within the above period shall constitute a waiver of the Seller’s objections to the Buyer Parcel Lease. If the Seller objects to any matter in the Buyer Parcel Lease that does not substantially conform to the requirements of this Agreement, then the Buyer shall have seven (7) business days from the date it received notice of the particular defects claimed to elect, in its reasonable discretion, either: (1) to remedy the defect that is the subject of the Seller’s objection, or (2) not remedy the defect that is the subject of the Seller’s objection. Buyer’s election shall be communicated in writing to Seller. If Buyer elects not to remedy such defect, then Seller shall have five (5) business days following receipt of Buyer’s notification under the preceding sentence to elect to either: (a) waive its objection and accept the Buyer Parcel Lease subject to the alleged defect, or (b) terminate this Agreement. If Seller has no objections to the Buyer Parcel Lease (or has waived its objections by the passage of time), Buyer shall provide the final fully executed form of the Buyer Parcel Lease to the Escrow Agent for recording at the Closing, required by Section 5.2(e).

8.2 Surplus Land Act Clearance. It is a condition precedent to the Closing that Seller has satisfied, as determined in its sole discretion, the requirements of the California Surplus Lands Act (Gov’t Code § 54220 et seq., the “SLA”) before disposing of the Property to Buyer. The SLA is administered by the California Department of Housing and Community Development (“HCD”), and within 30 days of the Opening Seller will provide HCD with notice of this Agreement in the manner and form required by law. If, prior to the Closing, HCD issues a determination the transaction contemplated by this Agreement violates the SLA, either Party may elect to terminate this Agreement for convenience.

8.3 Approvals. It is a condition precedent to the Closing that Buyer has obtained any and all discretionary land use entitlements or other permits needed to develop the Project that are required by governmental authorities with jurisdiction over the Property (collectively the “Governmental Authorities ”), specifically including but without limitation the following (collectively, the “Approvals”): a conditional use permit under Section 19.128.020 of the Zoning Code; a site plan review under Section 19.128.040 of the Zoning Code; and a tentative parcel map under Chapter 18.32 of the Buena Park Municipal Code to consolidate the City parcels comprising the Property and adjusting the lot lines between the Property and the Buyer Parcel, as substantially depicted in Exhibit C (“Tentative Parcel Map”, provided that approval and recording of the Final Parcel Map is not a condition to Closing) , and demolition permits and building permits shall not be considered “ Approvals” and may be obtained following the Closing. Buyer shall bear the expense of obtaining any such Approvals and permits from Governmental Authorities. The Project authorized by the Approvals should be substantially consistent with the Site Plan attached hereto as Exhibit C, except as may be approved in the exercise of reasonable land use discretion by Seller, in its capacity as a Government Authority . No Approvals issued by Seller shall be deemed final until approved by the Seller in the exercise of its Government Authority, and nothing in this Agreement is intended to nor shall be construed as limiting Seller’s discretion to modify and/or reject the Approvals in the exercise of its Governmental Authority.

8.4 Seller Cooperation with Approvals. Seller, in its capacity as owner of the Property, agrees to promptly cooperate with Buyer in all reasonable respects in obtaining the Approvals provided that in no event shall the Approvals bind the Property or Seller prior to the Closing.

Seller’s cooperation shall include without limitation, executing and joining in any applications or submissions made by Buyer which require the consent or joinder of the record owner of the Property. Additionally, Seller hereby gran ts to Buyer the right to negotiate directly with any Governmental Authorities having jurisdiction over the Property and/or the development thereof, provided that such negotiations do not bind Seller or the Property prior to the Closing.

8.5 CEQA. Seller has reviewed this Agreement against requirements of the California Environmental Quality Act (Public Resources Code Section 21000 et seq. (“CEQA”), and Seller has determined that this Agreement is “categorically exempt” from CEQA pursuant to Section 15332 of the CEQA Guidelines – Class 32 Exemption. This exemption applies to infill projects that: are consistent with the general plan designation and zoning for the site; is less than five acres in size; the site has no value as habitat for endangered, rare or threatened species; will not result in any significant effects related to traffic, noise, air quality or water quality; and is adequately service by all required utilities and public service s. This Agreement meets this criteria: the Project is a conditionally permitted use on the Project Site under existing general plan, specific plan, and zoning designations; the Project Site is less than three acres; the Site is freeway adjacent and located in an otherwise-built out commercial corridor, and thus has no value for endangered, rare, or threated species; the Project will not result in any significant impacts related to traffic, noise, air quality, or water quality given the location of the Project Site, existing uses and traffic patterns in the community, and the traffic expected to be generated by the Project given the uses proposed; and existing utilities and public services are adequate to serve the Project. To the extent development and use of the Project materially deviates from that described herein, the Closing, the Approvals, and development of the Project shall be subject to and conditioned upon appropriate CEQA review. The approval of this Agreement shall not commit Seller to the approval of the Project or any iteration thereof, and shall not limit the scope of CEQA analysis, including but not limited to project mitigation measures and the consideration of project alternatives, including a no- project alternative. The provisions of this A greement shall not in any way limit, hinder or affect the discretion of Seller to review CEQA documents and impose mitigation measures, alter the Project or deny the Project in consideration of adverse environmental impacts.

8.6 Project Financing . It is a condition precedent to the Closing that Buyer have adequate equity, capital, debt, and/or other financing capacity needed to acquire the Property and develop the Project Site with the Project. Buyer shall satisfy the requirements of this subsection to Seller’s reasonable satisfaction prior to the Closing.
(a) Project Budget . As of the Effective Date, Buyer’s good faith estimate of the cost to acquire the Project Site and develop the Project has been submitted to and is on file with Seller (“Project Budget”).
(b) Sources and Uses. As of the Effective Date, Buyer has submitted a Sources and Uses Summary to and on file with Seller that lists all capital, debt, and other financial sources (which may include financial sources to be used in the alternative) intended by Buyer to be used to pay for the Project Budget (“Sources and Uses Summary”). (c) Financing Plan . No later than the deadline in the Schedule of Performance, Buyer shall submit for Seller’s review evidencing showing that funds needed to finance acquisition of the Project Site and construction of the Project will be available at the Closing (“ Financing Plan”). The Financing Plan shall include all of the following:
(1) An updated Project Budget for construction of the Project (including all direct, indirect, and financing costs). The Project Budget may indicate which portions of the Project are going to be paid for or completed directly by Buyer, and which portions w ill be paid for or completed directly by tenants of the Project.
(2) An updated Summary of Sources and Uses including a cost breakdown for costs to develop the Project, including all direct, indirect, and financing costs, and including all assumptions for all debt and equity financing, the timing of uses of each source of financing, and a breakdown of which expenses each source is funding. To the extent portions will be paid for or completed directly by tenants of the Project, the Sources and Uses Summary shall list such tenants as among the financing sources.
(3) To the extent applicable, a copy of any final term sheets or other commitments obtained by Buyer for the lines of credits, loans, grants, tenant agreements or leases, or other external financing sources listed in the Summary of Sources and uses, certified by Buyer to be true and correct copies thereof.
(4) A certified financial statement or other financial statement in such form reasonably satisfactory to Seller evidencing other sources of capital sufficient to demonstrate that Buyer has adequate funds available and is committing such funds to cover the difference, if any, between costs of acquisition of the Project Site and develop the Project and the amount available to Buyer from external sources.
(d) Seller’s Review of Financing Plan . Seller shall review the Financing Plan and either approve or disapprove of it within 14 business days of receipt from Buyer. Seller’s review shall be limited to: determining if the contemplated financing will be reasonably available, will provide sufficient funds to undertake and complete the Project; determining if it is substantially consistent with the terms and conditions of this Agreement; and reviewing the validity, amount, timing, and proposed terms of financial commitments from external debt for consistency with this Agreement. If the Financing Plan is not approved by Seller, Seller shall notify Buyer in writing of the reasons therefor in detail and including any requirements for cure of such matters that are no t approved of by Seller. Buyer shall thereafter resubmit a revised Financing Plan to Seller for its approval within 14 business days after Seller's notification of disapproval. Seller will either approve or disapprove the revised Financing Plan within 14 business days after resubmission by Buyer, and if disapproved, this Agreement may be terminated by either Party for convenience pursuant to Section 14.1.
(e) Availability of Financing at Closing; Modifications . Sufficient funds covering the costs to develop the Project, as identified in the Project Budget, from financing sources listed in the Financing Plan shall close by or be committed to Buyer prior to, or simultaneously with, the Closing. Buyer shall submit to Seller evidence reasonably satisfactory to Seller that any conditions to the release or expenditure of applicable funds described in the Financing Plan to pay for Project development costs have bee n met or will be met as and when such funds are required under the Financing Plan and subject to Buyer's satisfaction of standard preconditions. (f) Confidentiality of Financing Plan . The Financing Plan and other financial information provided by Buyer to Seller in connection with this Agreement (whether in written, graphic, electronic, or any other form) that is clearly marked as “CONFIDENTIAL / PROPRIETARY INFORMATION” by Buyer (“ Confidential Information”) is and shall be considered by the Parties to be the proprietary and personal financial information of Buyer. The Parties agree the Confidential Information is protected from disclosure to third -parties by applicable law, including but not limited to pri vacy rights in Cal. Const. art. I, section 1. The Confidential Information shall be kept confidential and not be disclosed by Seller to a third -party except as may be ordered by a court of competent jurisdiction. Seller’s use and disclosure of Confidential Information shall be limited to administering, ensuring compliance with, and/or enforcing the terms of this Agreement. All Confidential Information shall be clearly marked as such by Buyer and will be uploaded by secure portal to the City Attorney whom is authorized to share Confidential Information with Seller's officials to the extent reasonably necessary in connection with considering the approval of, implementing, or enforcing this Agreement.

9. Development of the Property.

9.1 The Project. Buyer covenants to improve and develop the Project consistent with the Approvals; provided that, notwithstanding anything to the contrary in this Agreement, Buyer’s development obligations with respect to the “Project” and “Approvals” under this Agreement shall be deemed modified to incorporate any modifications to the Project or Approvals or permits therefore approved by Seller and/or applicable department thereof or any other Governmental Authority with jurisdiction over the Project to the extent the approval of such Governmental Authority is required. This covenant to develop the Project is a material inducement for Seller’s willingness to sell the Property to Buyer. After the Closing Buyer agrees, at its sole cost and expense, to improve and develop the Project Site for the Project, substantially similar to that depicted in the site plans attached to this Agreement as Exhibit “C”, provided that the final Project to be developed by Buyer on the Project Site shall be as described in the A pprovals and building permits.

9.2 Recording of Construction Covenants . Prior to the Closing, Buyer shall execute and deliver to Escrow a recordable copy of the “Declaration of Construction Covenants” attached here as Exhibit G. Escrow shall record the Declaration of Construction Covenants on the Property at the Closing, and the terms and conditions thereof shall survive the Closing and expire upon the last of the following to occur: (a) Buyer obtaining approval of and the recording by the county recorder of the Final Parcel Map describ ed in Section 9.6; (b) Buyer completing, or causing completion of, construction of the Project as signified by Seller’s issuance of a final certificate of occupancy for all buildings and improvements comprising the Project (“Completion Certificate”); and (c) the Parties’ execution and recording of an amended or modified Seller Deed of Trust to change the legal description of the Property to match that reflected in the Final Parcel Map. Upon satisfaction of said conditions Seller shall, at Buyer’s r equest, e xecute and deliver to Buyer a standard form release and reconveyance of the Construction Covenants (“Release of Construction Covenants”).

9.3 Schedule of Performance. Following the Closing, Buyer shall proceed with development of the Project on the Project Site in accordance with the times set in the Schedule of Performance attached hereto as Exhibit H; provided that, the deadlines set forth in such Schedule of Performance shall be deemed extended to account for Excusable Delays. An extension of time for any such cause shall be for the period of the Excusable Delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. If notice is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Buyer. Buyer’s inability or failure to obtain financing shall not be deemed to be a cause outside the reasonable control of the Buyer and shall not be the basis for Excused Delays except to the extent that any condition to such financing relating to the status of the Project is delayed due to an Excused Delay.

9.4 Construction Progress Reports . Until such time as construction of the Project is complete, Buyer shall provide Seller with quarterly progress reports, or more frequent updates (but no more frequently than monthly) if Seller reasonably requires, regarding the status and progress of the construction.

9.5 Rights of Access. For the purposes of assuring compliance with this Agreement, Seller shall have the reasonable right of access to the Property without charges or fees, at normal construction hours during the period of construction for the purposes of monitoring Buyer’s compliance with this Agreement or to inspect the work being performed in constructing the Project, and at all times subject to the rights of any tenants of the Property.

Seller shall not unreasonably delay or deny approval of the Final Parcel Map and shall reasonably cooperate with Buyer in the processing, filing, and recordation of the Final Parcel Map with the county registrar. Upon recordation of the Final Parcel Map, the Parties shall amend or modify the Deed of Trust and the Construction Covenants Trust to change the legal description of the Property therein to match that reflected in the Final Parcel Map. Notwithstanding the foregoing, if feasible and at Buyer’s discretion, nothing precludes the Parties from processing, filing, and recording the Final Parcel Map prior to the Closing, in which case at the Closing the Deed of Trust and Construction Covenants shall be recorded on the Property is it is described in the Final Parcel Map.

9.7 Cost of Development. The Parties acknowledge and agree that Buyer shall pay its own costs for engineering, planning, designing, and developing the Project, subject to any contribution consistent with Buyer’s Financing Plan.

9.8 Buyer’s Failure to Development Project; Delay Damages. (a) In the event Buyer, after Closing and before issuance of a Completion Certificate, fails or declines to pursue construction, development, and opening of the Project as required by this Agreement, and Buyer fails to cure such breach within 30 days after rec eipt of written notice from Seller, or if the cure takes longer than 30 days and Buyer fails to commence to cure such breach within said 30 days or to diligently pursue the cure without interruption until complete, then, as Seller’s sole and exclusive remedy for such failure, Buyer shall owe to Seller as liquidated damages (“Delay Damages”) the sum of $1,370 per calendar day for each and every day grading and site preparation work for the Project Site, together with offsite improvements required to be const ructed by Buyer as conditions of approval of the Approvals for the Project, remain incomplete after the deadline established in the Schedule of Performance and subject to extension for Excusable Delay. The maximum aggregate Delay Damages that shall be due and payable to Seller shall be ONE MILLION DOLLARS ($1,000,000.00). For purposes of this section, grading, site preparation, and off-site work for the Project Site shall be deemed complete when the permit for such work is “closed” by Seller, in the exercise of its Government Authority, signifying that the work for which the permit was issued was inspected and deemed complete. (b) Seller may, at Seller’s option, exercise the right to collect the Delay Damages set forth in subsection (a) by giving notice, in writing, of such election to Buyer specifying the date on which Delay Damages shall commence, the items needed to be completed or corrected, and the corrective action(s) Buyer must take. Buyer shall remit payment of Delay Damages to Seller within thirty (30) days of a formal demand for payment by Seller, and Seller may make a demand for payment of Delay Damages every thirty (30) days unless and until the subject work is complete.

IF BUYER FAILS TO PROCEED WITH DEVELOPMENT AND

CONSTRUCTION OF THE PROJECT SOLELY BECAUSE OF DEFAULT BY BUYER,

THE SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION

FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. EACH PARTY DESIRES TO LIMIT THE

AMOUNT OF DAMAGES FOR WHICH THEY MIGHT BE LIABLE SHOULD IT BREACH THIS AGREEMENT. BOTH BUYER AND SELLER WISH TO AVOID THE

COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF A PARTY FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF BUYER’S POST- CLOSING OBLIGATIONS UNDER THIS AGREEMENT. IF THERE IS A BUYER

DEFAULT FOR FAILURE TO PROCEED WITH CONSTRUCTION AND

DEVELOPMENT OF THE PROJECT AS REQUIRED BY THIS AGREEMENT, THEN

THE DELAY DAMAGES, AS DEFINED ABOVE, SHALL BE DEEMED TO CONSTITUTE A REASONABLE AND FINAL ESTIMATE OF SELLER’S DAMAGES

AND SHALL BE PAID BY BUYER TO SELLER AS LIQUIDATED DAMAGES AS THE NON-DEFAULTING PARTY’S SOLE AND EXCLUSIVE REMEDY FOR BREACHES OF THIS AGREEMENT RELATING TO BUYER’S FAILURE TO CONSTUCT AND DEVELOP THE PROJECT AS REQUIRED BY THIS AGREEMENT. SELLER AND

BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE

PROVISIONS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH

LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369,

BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO NON- DEFAULTING PARTY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

THIS SECTION SHALL APPLY ONLY TO BREACHES OF THIS AGREEMENT RELATING TO BUYER’S FAILURE TO CONSTUCT AND DEVELOP PROJECT AS

REQUIRED BY THIS AGREEMENT, AND SHALL NOT OPERATE TO LIMIT OR OTHERWISE RESTRICT THE PARTIES’ RIGHTS AND REMEDIES RELATING TO OTHER DISPUTES.

__________________ ___________________
BUYER’S INITIALS SELLER’S INITIALS

9.9 Performance Guarantee. As a means to secure Buyer’s performance of this Agreement and payment of any Delay Damages, prior to the Closing Buyer shall execute and deliver to Seller through Escrow a performance guarantee issued by Agua Canyon 1, LLC, a California limited liability company (“ Guarantor”) and substantially in the form attached as Exhibit I (“Performance Guarantee ”). In the event Seller exercises its right to collect Delay Damages as described in Section 9.8 above, Seller shall be entitled to enforce the Performance Guarantee and collect Delay Damages from the Guarantee on the same terms and conditions as from Buyer. The Performance Guarantee shall survive the Closing and expire upon Seller’s issuance of a Completion Certificate. Prior to the Effective Date, Guarantor has provided evidence of its financial capacity which is on file with Seller.

10. Liens and Mortgages after Closing

10.1. No Encumbrance Except for Development Purposes . Mortgages and deeds of trust, or any other reasonable method of security for appropriate modes of financing real estate construction and land development (“Deed of Trust”) are permitted to be placed upon Buyer’s fee interest in the Property but only for the purpose of securing loans pursuant to or as otherwise contemplated in the approved Financing Plan, and only if such Deed of Trust is recorded in connection with the repayment in full of the Seller Note or otherwise is junior to the Seller Deed of Trust, except as subordination may be approved in the sole and absolute discretion of Seller .

Buyer shall notify the Seller in advance of any form of financing that is secured by a Deed of Trust if Buyer proposes to enter into the same before issuance of a Release of Construction Covenants, and upon issuance of the Release this limitation shall expire.

10.2 Holder Not Obligated to Construct Improvements.

The holder of Deed of Trust or
other conveyance authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the Project or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to construe, permit, or authorize any such holder to devote the Property or any part thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.

10.3 Notice of Default to Deed of Trust Holders; Right to Cure . Whenever Seller shall
deliver any notice or demand to Buyer , with respect to any breach or default by Buyer following the Closing, the Seller shall, at the same time, deliver to each holder of record of any financing instrument authorized by this Agreement who has requested in writing said notices from the Seller, a copy of such notice or demand. Each such holder shall (insofar as the rights of Seller are concerned) have the right, at its option after the receipt of the notice or Buyer’s cure period, if any, to cure or remedy any such default if the right to cure is provided under the terms of the security interest. The time for a holder to cure shall be extended, if the holder has undertaken steps to cure, in which case such time will be extended for as long as holder reasonably needs, providing the holder is acting diligently. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed Buyer 's remaining obligations to Seller by written agreement satisfactory to Seller. In that event, the holder must agree to complete, in the manner provided in this Agreement, the Project to which the lien or title of such holder relates, and submit satisfactory evidence to Seller that it possesses the qualifications and financial resources necessary to perform such obligations. Any such holder properly completing the Project shall be entitled, upon written request made to Seller, to a Release of Construction Covenants from the Seller.

10.4 Failure of Holder to Complete Improvements. In any case of an uncured default by Buyer in completion of construction of improvements under this Agreement, if the holder of any Deed of Trust creating a lien or encumbrance upon the Property or any part thereof has not thereafter timely exercised the option to construct, or if it has exercised the option and has not thereafter proceeded with construction in the manner required by this Agreement, Seller may purchase the Deed of Trust by payment to the holder of the amount of the unpaid debt. If the ownership of the Property or any party has been vested in the holder, Seller, if it so desires, shall be entitled to a conveyance of the Property , or any part of the Property , from the holder to Seller upon payment to the holder of an amount equal to the sum of the following:

a) Unpaid Deed of Trust at the time title became vested in the holder (less all appropriate credits, including those resulting from collection by lender and application of rentals and income received during foreclosure proceedings).

b) All reasonable expenses with respect to foreclosure.

c) The net expenses, if any (exclusive of overhead), incurred by the holder as a direct result of the Seller approved subsequent management of the Project or part thereof.

d) The cost or value, whichever is less, of any Seller approved improvements made by such holder.

10.5 Right of Seller to Cure Deed of Trust Default.

In the event of an uncured default
by Buyer of any Deed of Trust prior to recordation of a Release of Construction Covenants, and the holder of any such security interest has not exercised its option to complete the Project, after another advance written demand to Buyer and the holder of such security interest, that the default must be cured within an additional 30 days, Seller may cure the default prior to completion of any foreclosure. In such event, Seller shall be entitled to reimbursement from Buyer of all costs and expenses incurred by Seller in curing the default. Seller shall also be entitled to a lien upon the Property to the extent of such costs and disbursements. Any such lien shall be subject to mortgages, deeds of trust or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Property as authorized herein.

10.6 Rights of Seller to Satisfy Other Liens on the Property After Title Passes.

After the
conveyance of title of the Property to Buyer, and after Buyer has had reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property, or any part thereof, if such lien or encumbrance remains unsatisfied more than sixty (60) days after written notice from Seller to Buyer of Seller’s demand that Buyer satisfy such unsatisfied lien or encumbrance, then the Seller shall have the right to s atisfy any such liens or encumbrances, provided however, that nothing in this Agreement shall require Buyer to pay or make provision for the payment of any tax, assessment, lien or charge as long as the Buyer shall in good faith contest the validity or amount thereof, and provided such delay in payment shall not subject the Property , or part thereof, to forfeiture or sale.

10.7 Estoppel. Seller shall from time to time, within fifteen (15) days following the receipt of a request by Buyer or the holder of any Deed of Trust or other security interest affecting the Property, deliver to Buyer or such holder a written statement executed by Seller in form and substance reasonably satisfactory to Buyer and such holder, (i) stating that this Agreement is in full force and effect and has not been modified or amended (or if modified or amended, setting forth all modifications and amendments), (ii) stating whether or not to the best knowledge of Seller, Buyer is in default under this Agreement and if Buyer is in default, setting forth the specific nature of all such defaults, and (iii) as to any other matters reasonably requested by Buyer or such holder.

Seller acknowledges that any statement delivered pursuant to this subs ection may be relied upon by any purchaser or owner of all or a portion of the Property and/or any improvements thereon or by the holder of such deed of trust or security interest or by any assignee of such holder or anyone claiming by, under or through such holder.

11. Buyer’s Contingencies, Contingency Period, Survey and Development Approvals. Within ninety (90) calendar days following the Opening of Escrow (the “Contingency Period”), Buyer shall have the right to perform and to seek any and all necessary investigations, inspections and approvals necessary to develop and operate the Project at the Property, as described in Sections 11.1 and 11.2 below:

11.1 Review and Approval of Documents and Materials . Within ten (10) days of the Opening, Seller shall deliver to Buyer any and all documents, reports, surveys, environmental assessments, engineering reports for the Property and other materials in Seller’s possession or under its control or that of its agents, respecting the Property, including any Hazardous Substance Conditions Report concerning the Property, any Natural Hazard Zone Disclosure Report, and all lease agreements relating to any tenant or occ upant then occupying the Property (collectively, “Materials”). During the Contingency Period, Buyer may review and evaluate the Materials to determine whether the Property is appropriate for Buyer’s proposed use, in its sole discretion.

11.2 Buyer’s Due Diligence & Survey. During the Contingency Period, Buyer and its agents may, at Buyer’s sole expense, conduct tests and physical inspections of the property, including building inspections and environmental site assessments desired by Buyer. Buyer shall also conduct such investigations with regard to zoning, building codes, and availability of permits and approvals for its intended construction and use of the Property, as it deems prudent in its sole discretion. Seller shall grant Buyer w ith reasonably regular access to the interior and exterior of the premises with twenty -four (24) hours advanced notice (counting business days only) from Buyer. Buyer shall restore the Property to the condition that it was in prior to those tests and inspections and shall indemnify, defend and hold Seller harmless from all damages, costs, loss, expense (including attorney fees) and liability resulting from Buyer’s activities, acts and omissions on the Property. Notwithstanding anything to the contrary conta ined in this Agreement, (i) the defense, indemnity and hold harmless provision contained in this Section shall not apply to the extent such liabilities arise in connection with the sole negligence or willful misconduct of Seller, its employees, agents, contractors, licensees or invitees and (ii) provided further that Buyer shall have no liability to Seller or to its employees, agents or contractors by reason of, nor shall Buyer have any duty to indemnify, defend or hold any person or entity harmless from or against, any liabilities, including, without limitation, any claim for diminution in value of the Property or for environmental remediation or clean -up costs, resulting directly from Buyer having merely discovered and/or reported (to the extent required by applicable l aw) any adverse physical condition, title condition, environmental condition or other defect with respect to the Property.

The foregoing provisions shall survive the Closing or any termination of this Agreement. Buyer shall notify Seller in advance of its desire to conduct any inspections at the Property to give Seller adequate opportunity to make reasonable arrangements with the tenant in possession (if any).

During the Contingency Period, the Buyer shall have the right, but not the obligation, to cause a Survey of the Property at its own expense. The Survey report shall also: (1) be certified to the Buyer and (2) be prepared and sealed by a registered California Property Surveyor. Copies of any final non-privileged, non-attorney-client work product reports and/or surveys prepared pursuant to this Agreement shall be delivered to Seller. Buyer shall not be liable for reports/Survey and said reports/Survey is provided to the Seller for reference purposes only.

11.3 Buyer’s Termination Rights. Buyer shall have the right at any time on or before the expiration of the Contingency Period to terminate this Agreement pursuant to Section 11.4 if, during the course of Buyer’s due diligence investigations of the Property and in connection with its obtaining of the Approvals, Buyer determines in its sole and absolute discretion that the Property is not acceptable to Buyer.

11.4 Termination Notice. Buyer may exercise termination rights under Section 11.3 by delivering written notice of termination to Seller and Escrow Agent on or before the expiration of the Contingency Period. Upon the timely delivery of such notice, (i) Escrow Agent shall immediately return the Deposit and any Additional Deposit to Buyer without the need for further instruction or approval of the parties, and (ii) this Agreement shall automatically terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder.

Notwithstanding anything contained herein to the contrary, if Buyer fails to provide a termination notice or waiver of contin gencies on or prior to the expiration of the Contingency Period in accordance with the provisions of this Section 11, then Buyer shall be deemed to have elected to terminate this Agreement and the Deposit shall be promptly returned to Buyer without need fo r further instruction or approval of the Parties.

11.5 Disclaimer of Warranties.
(a) Buyer shall acquire the Property in its “AS IS” condition and shall be responsible for any and all defects in the Property, whether patent or latent, including, without limitation, the physical, environmental, and geotechnical condition of the Property, and the existence of any contamination, hazardous materials, vaults, debris, pipelines, wells, or other structures located on, under or about the Property. Except as expressly set forth in this Agreement, Seller makes no representation or warranty concerning: the physical, environmental, geotechnical or other condition of the Property; the quality, nature, adequacy, and physical condition of soils, geology, and any groundwater; the existence, quality, adequacy, and physical condition of utilities serving the Property; the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, or the suitability, value, or adequacy of the Property for any particular purpose; the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity, or of any other person or entity (including, without limitation, the Americans with Disabilities Act); the presence of hazardous materials on, under, or about the Property or the adjoining or neighboring Property; the quality of any labor and materials used in any improvements on the Property; or the economics of the operation of the Property. (b) As described further below in this Agreement, Buyer acknowledges that once Buyer obtains title to the Property, any liability of Seller for the environmental condition of the Property shall be extinguished, and that Seller shall have no liability for r emediating any environmental condition of the Property; provided, however, that Seller shall remain liable for (1) any hazardous materials released from the Property while Seller owned the Property, (2) any third party claim that arose during Seller’s ownership of the Property; (3) Seller’s fraud or willful misconduct in connection with this Agreement; and (4) breach of Seller’s Representation and Warranties. The foregoing indemnity obligation shall survive the Closing. (c) Buyer is solely responsible for the relocation of utilities and easements as necessary on any part of the Property; however Seller agrees to fully cooperate with Buyer to locate the same.

12. Insurance; Indemnity

12.1 Prior to the commencement or continuation of any construction of the Project, the Buyer shall obtain a general liability insurance policy and maintain such policy in effect until the completion of all of the Project providing coverage for bodily injur y and property damage in the minimum amount of One Million Dollars ($1,000,000.00) per occurrence. The policy shall name the Seller as an additional insured.

12.2 Insurance coverage furnished by Buyer, pursuant to this section, may be submitted as one or more policies or part of a blanket policy, but coverage shall conform to this Section and shall pertain to all activities on the Property.

12.3 Buyer shall furnish Seller a certificate of insurance from its insurer evidencing compliance with this Section with the provision that the insurer shall endeavor not to cancel or modify the policy without thirty (30) days written notice to Seller. Buyer shall give Seller prompt and timely notice of any claim made or suit instituted with respect to such insurance policy.

Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Seller and shall include an appropriate endorsement and waiver of subrogation.

12.4 Buyer shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable, and arising thereunder. To the extent Buyer has any employees that are subject to Worker’s Compensation Insurance requirements, Buyer shall furnish to Seller a certificate of Worker's Compensation insurance providing that the insurer shall endeavor not to cancel or modify the policy without thirty (30) days prior written notice to Seller . As an alternative, Buyer may show proof of a certificate of consent to self-insure issued by the Director of Industrial Relations, pursuant to California Labor Code § 3800.

13. Environmental Indemnity

13.1 Environmental Release
(a) Buyer, for itself and its successors and assigns, unconditionally releases Seller from and against any and all liability to Buyer, both known and unknown, present and future, for Environmental Damages to Buyer arising out of any violation of Environmental Requirements or the presence of Hazardous Material on, under or about the Propert y (the “Environmental Release”), except to the extent of a breach by Seller of its representations and warranties set forth in this Agreement.

(b) With respect to the Environmental Release, Buyer, after consultation with legal counsel and with full knowledge of the consequences of its actions, waives the provisions of California Civil Code Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF

KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS
SETTLEMENT BY THE DEBTOR OR RELEASED PARTY.

Buyer’s Initials_____________________________

13.2 For purposes of this Section 13 the following terms have the meanings indicated.

(a) “Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimate ly defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence of Hazardous Material, prior to the Closing, upon, about, beneath the Property or migrating or threatening to migrate to or from the Property, or the existence of a violation of Envir onmental Requirements pertaining to the Property, regardless of whether the existence of such Hazardous Material or the violation of Environmental Requirements arose prior to the present ownership or operation of the Property, and including without limitation:

(1) Damages for personal injury, or injury to property or natural resources occurring upon or off the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties;

(2) Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements includ ing, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local government agency or economic use of the Property or any other property in a manner consistent with its current use or otherwise expended in connection with such conditions, and including without limitation any attorneys’ fees, costs and expenses incurred in enforcing this agreement or collecting any sums due hereunder;

(3) Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced in subparagraph (ii) herein; and

(4) Diminution in the value of the Property, and damages for the loss of business and restriction on the use of or adverse impact on the marketing of rentable or usable space or of any amenity of the Property.

(b) “Environmental Requirements” means all applicable present and future statutes regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies , departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of huma n health or the environment, including, without limitation:

(1) All requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials, chemical substances, pollutants, cont aminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, tr ansport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes, whether solid, liquid, or gaseous in nature; and

(2) All requirements pertaining to the protection of the health and safety of employees or the public.

(1) The presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; or

(2) Which is or becomes defined as a “hazardous waste,” “hazardous substances,” pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.); and/or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); or

(3) Which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, the State of California or any political subdivision thereof; or

(4) The presence of which on the Property poses or threatens to pose a hazard to the health or safety of persons on or about the Property; or

(5) Which contains petroleum, petroleum products or other hydrocarbon substances; or

(6) Which contains polychlorinated biphenyls (PCB’s), asbestos, urea formaldehyde foam insulation or radon gas.

14. Termination and Default Before Closing.

14.1. Termination for Convenience. In the event this Agreement is terminated by either Party for convenience on grounds permitted herein prior to Closing, then except as otherwise provided herein the Party so terminating shall pay all Title Company termination fees and charges, if any (collectively, “ Termination Costs ”) and the Deposit shall be returned to Buyer minus any Termination Costs due by Buyer. Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting fo r the obligation of Party so terminating to pay Termination Costs as provided herein, shall cease and terminate.

14.2 Default and Termination.
(a) BUYER’S DEFAULT . IF BUYER FAILS TO COMPLETE THE

PURCHASE OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF

ANY UNCURED MATERIAL DEFAULT OF BUYER (AND NOT DUE TO A FAILURE OF A CONDITION PRECEDENT) THAT IS NOT CURE BY BUYER WITHIN THREE (3) BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE OF SUCH DEFAULT

FROM SELLER, THEN SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE BUYER’S DEPOSIT AS LIQUIDATED DAMAGES FOR SUCH DEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT

IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR

ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS A RESULT OF SUCH

DEFAULT BY BUYER, AND AGREE THAT THE DEPOSIT (INCLUDING ALL INTEREST ACCRUED THEREON) IS A REASONABLE APPROXIMATION THEREOF.

ACCORDINGLY, IN THE EVENT THAT BUYER BREACHES THI S AGREEMENT BY

DEFAULTING IN THE COMPLETION OF THE PURCHASE, THE DEPOSIT (INCLUDING

ALL INTEREST ACCRUED THEREON) SHALL CONSTITUTE AND BE DEEMED TO BE

THE AGREED AND LIQUIDATED DAMAGES OF SELLER, AND SHALL BE PAID BY BUYER TO SELLER AS SELLER’S SOLE AND EX CLUSIVE REMEDY. EXCEPT FOR ATTORNEYS’ AND OTHER FEES RECOVERABLE PURSUANT TO THIS AGREEMENT

AND ITS RIGHTS TO BE INDEMNIFIED AS PROVIDED IN THIS AGREEMENT, SELLER

AGREES TO AND DOES HEREBY WAIVE ALL OTHER REMEDIES AGAINST BUYER

WHICH SELLER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT BY BUYER. THE PAYMENT OF THE DEPOSIT (INCLUDING ALL

INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED TO

BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.

SELLER’S INITIALS: __________ BUYER’S INITIALS: __________ (b) SELLER’S DEFAULT. IF SELLER FAILS TO COMPLETE THE SALE

OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY

MATERIAL DEFAULT OF SELLER (AND NOT DUE TO A FAILURE OF A CONDITION PRECEDENT) THAT IS NOT CURE BY SELLER WITHIN THREE (3) BUSINESS DAYS AFTER SELLER’S RECEIPT OF WRITTEN NOTICE OF SUCH DEFAULT FROM BUYER,

BUYER MAY EITHER (I) PROCEED AGAINST SELLER BY BRINGING AN ACTION FOR

SPECIFIC PERFORMANCE UNDER THIS AGREEMENT WITHOUT ANY RIGHT TO SEEK

DAMAGES OF ANY KIND OR NATURE, OR (II) TERMINATE THIS AGREEMENT IN

WHICH EVENT THE DEPOSIT HEREIN AND DEPOSIT PER THE ENA SHALL BE

RETURNED TO BUYER AND SELLER SHALL BE SOLELY RESPONSIBLE FOR PAYING ALL OF ITS COSTS IN PREPARING THIS AGREEMENT. BUYER AND SELLER HEREBY

ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR

EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED

BY BUYER AS A RESULT OF SUCH MATERIAL DEFAULT BY SELLER AND AGREE

THAT THE REMEDY SET FORTH IN CLAUSE (II) ABOVE IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT SELLER

BREACHES THIS AGREEMENT BY MATERIALLY DEFAULTING IN THE COMPLETION

OF THE SALE, AND BUYER ELECTS NOT TO EXERCISE THE REMEDY SET FORTH IN

CLAUSE (I) ABOVE BUT INSTEAD ELECTS THE REMEDY SET FORTH IN CLAUSE (II)

ABOVE, SUCH SUMS SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED

AND LIQUIDATED DAMAGES OF BUYER WHICH IS NOT INTENDED TO BE A

FORFEITURE OR P ENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. EXCEPT FOR ATTORNEYS’ AND OTHER FEES RECOVERABLE PURSUANT

TO THIS AGREEMENT AND ITS RIGHTS TO BE INDEMNIFIED AS PROVIDED IN TH IS

AGREEMENT, BUYER AGREES TO AND DOES HEREBY WAIVE ALL OTHER

REMEDIES AGAINST SELLER WHICH BUYER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT BY SELLER.

SELLER’S INITIALS: __________ BUYER’S INITIALS: __________

15. Risk of Loss.

15.1 Condemnation. If before the Closing any action or proceeding is commenced for the condemnation or exercise of the rights of eminent domain with respect to the Property or any portion of the Property, or if Seller is notified by the duly authorized officer of a duly empowered condemning authority of the intent to commence such action or proceeding (“Condemnation”) and if such Condemnation would materially and adversely affect the use or operation of the Property, have the effect of decreasing the square footage of the buildable area at the Property, or reduce or eliminate access to the Property, then Buyer may either (a) terminate this Agreement, or (b) proceed with the Closing without modifying the terms of this Agreement and without reducing the Purchase Price, on the condition that Seller must assign and turn over, and Buyer will be entitled to keep, all awards for the Condemnation that accrue to Seller; provided, however, if any award is rendered specifically to compensate Seller for Seller’s lost goodwill, such an award shall belong to Seller. Seller may not negotiate, resist, or stipulate to any Condemnation without Buyer’s written consent. Seller must notify Buyer of any notice of Condemnation of all or any portion of the Property within five (5) days after the receipt of such notice, and Buyer must exercise its option(s) as provided in this Section 15.1 within fifteen (15) days after receipt of such notice.

If necessary, the Closing will be extended to give Buyer the full 15 -day period to make such election. Notwithstanding the foregoing, if any condemnation action is commenced prior to the Closing, Buyer shall have the right to terminate this Agreement and to receive the return of the Deposit, as well as a sum equal to Buyer’s out -of-pocket costs incurred in connection with this transaction.

15.2 Damage and Destruction. If before the Closing any damage or destruction of the Property, or any portion of it, occurs that is greater than $50,000, which would be the responsibility of Seller to cure, then within three (3) days after determination of the amount of the Insurance Proceeds (defined below) to be received with respect to such loss, Buyer must elect, by written notice to Seller, either to: (a) terminate this Agreement (in which event the Deposit, and all accrued interest thereon, shall forthwith be returned to Buyer and thereupon neither party shall have any further rights or obligations hereunder); or (b) receive an assignment of the Insurance Proceeds with respect to such loss and proceed to Closing without any reduction in the Purchase Price (in which event the Closing shall occur within thirty (30) days after such election). If Buyer shall fail to provide such written notice of election within ten (10) days after determination of the amount of the Insurance Proceeds to be received with respect to such loss, then Buyer shall be deemed to have elected to terminate this Agreement. As used herein, “Insurance Proceeds” means the proceeds from any and all insurance maintained by Seller with respect to the Property and/or to such loss, including without limitation fire and casualty and liability insurance.

16. Representations and Warranties of Seller. Seller represents and warrants to Buyer that, except as set forth or otherwise disclosed in this Agreement, or in any exhibit to this Agreement, or in any schedule of exceptions attached to this Agreement:

16.1 This Agreement has been duly authorized and executed on behalf of Seller.

As of the Opening of Escrow, this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms. As of the Opening of Escrow but subject to the Conditions to Closing, Seller has obtained all consents, releases and permissions and has given all required notifications related to the transaction herein contemplated and required under any covenant, agreement, encumbrance, law or regulation to which Seller is a party or by which Seller is bound.

16.2 Seller is the fee simple owner of the Property. Seller is not a party to any contract, agreement or commitment to sell, convey, assign, transfer or otherwise dispose of any portion or portions of the Property.

16.3 Seller has no knowledge of, and has not received notice of, any violation of any applicable law, ordinance, regulation, order or requirement relating to Seller’s operation or use of the Property.

16.5 There is no litigation pending or to the actual knowledge of Seller, threatened, against or by Seller or the Property which relates to, or if decided adversely, could have a material adverse effect upon, the Property (including condemnation or similar proceedings).

16.6 There are no leases, licenses or other occupancy or use agreements, written or oral, in effect in which Seller has granted any party rights to possession or use of the Property or any portion thereof, nor has Seller given any party an option or right of first refusal to purchase any portion of the Property.

16.7 The Property is not subject to any operating, maintenance or repair contract or other agreements that will bind the Property or Buyer after the Closing Service Contracts.

16.8 Except as disclosed in the Materials and this Agreement, Seller has no actual knowledge of any violations of health, environmental or other applicable law, ordinance, code, order or regulation in any respect with regard to the Property.

16.9 Seller is not aware of any inaccuracy or incompleteness of any of the documents, materials or reports contained in the Materials.

16.10 There are no bonds or assessments or charges for any public improvements or utilities made against the Property which remain unpaid (or which will remain unpaid by Seller as of the Closing).

16.11 No representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits, or will omit, a material fact necessary to make the statement of fact therein re cited not misleading. If, after Seller’s execution hereof and prior to the Closing, any event occurs or condition exists of which Seller becomes aware which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing.

16.12 All representations and warranties contained in this Agreement shall be deemed remade as of the Closing, except in the event of a change in circumstances not within the control of Seller affecting any representations or warranties set forth herein, in whic h case Seller shall provide written notice to Buyer regarding such changed circumstances within a reasonable time following such change (not to exceed seven (7) calendar days following the date Seller ’s Director of Planning and Community Development obtain s actual knowledge of the changed circumstance), and prior to the Closing. As used herein, “actual knowledge” of Seller refers to the actual knowledge (after reasonably diligent inquiry with respect to the matters represented and warranted by Seller) of Seller’s employees and agents directly involved in the negotiation and/or drafting of this Agreement, those responsible for the acquisition or maintenance of the Property, the City Attorney and the City Clerk.

17. Assignment. This Agreement shall not be assigned by any party hereto to any person or entity without the express written consent of Seller; provided, however, that Buyer may assign the Agreement without Seller’s consent to any entity controlled by, or under common control of Buyer, or any entity managed, directly or indirectly, by the principals of Buyer; provided that such assignee has signed a written assumption of all of Buyer’s obligations under this Agreement. This covenant shall survive the Closing and expire upon Release of the Construction Covenants.

18. Binding Effect. The covenants herein shall bind and inure to the benefit of the executors, administrators, successors and assigns of the respective parties.

19. Broker’s Commission; Indemnity. Neither Party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or person who can claim a sales or brokerage commission, finder’s fee or other commissions as a procuring cause of the sale contemplated in this Agreement. Should any broker or other person seek payment for any sales or brokerage commission, finder’s fee or other commission, then the party for whom such broker or pers on seeking payment shall indemnify, defend, and hold the other Party harmless from all costs and expenses (including reasonable attorney fees, court costs, litigation expenses and costs of defense) incurred by the other Party in connection with such claim.

20. Integration; Merger; Amendment; Survival of Representations. Seller and Buyer have not made any covenants, warranties or representations not set forth in this Agreement.

This Agreement constitutes the entire Agreement between the parties. Except as otherwise provided herein, all representations, warranties and c ovenants set forth in this Agreement shall survive closing. This instrument shall as to all prior drafts or forms exchanged between the Parties or executed by the Parties, be the sole effective in strument between them as to the provisions set forth in this Agreement. None of the terms and provisions hereof shall be altered or amended unless in writing and signed by the Parties.

21. Execution in Counterparts and by Fax/Email . This document may be validly executed and delivered by electronic signatures, facsimile transfer/e -mail and/or portable document format (collectively, “Electronic Copy”). Any signer who executes this document and transmits this document by Electronic Copy intends that the Electronic Copy of their signature is to be deemed an original signature for all purposes. Any such Electronic Copy printout and any complete photoc opy of such Electronic Copy printout are her eby deemed to be an original counterpart of this document. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. Notices. All notices shall be in writing and delivered personally, by overnight air courier service, by facsimile transmission or email, or by U.S. certified or registered mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the same shall be effective upon receipt if delivered personally, one (1) business day after depositing with an overnight air courier, or two (2) business days after depositing in the mail immediately, upon transmission (as confirmed by electronic confirmation of transmission generated by the sender’s machine) for any notice given by facsimile or email:

If to Seller: City of Buena Park
Attn: Aaron France, City Manager
6650 Beach Boulevard
Buena Park, CA 90622-5009
With a copy to: Alvarez-Glasman & Colvin
13181 Crossroads Parkway North, Suite 400 West
City of Industry, CA 91746
Attn: Christopher Cardinale, City Attorney
Email: [email protected]
If to Buyer: Atwater EV V, LLC
Attn: Albert Lemus, Managing Partner
4410 East Gage Avenue
Bell, CA 90622

With a copy to: Karavas Kiely Schloss & Whitman LLP
1800 Century Park East, Suite 200
Los Angeles, CA 90067
Attn: Michael Kiely
Email: [email protected]

23. Miscellaneous.

23.1 Governing Law. This Agreement shall be construed according to the laws of the State of California.

23.2 Attorney’s Fees. In the event any action or suit is brought by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this Agreement, then in that event the prevailing party shall be entitled to have and recover from the other party all costs and expenses of the action or suit, including actual attorneys’ fees, expert witness fees, accounting and engineering fees, and any other professional fees resulting therefrom.

23.3 Expenses. Seller and Buyer shall pay their respective expenses and costs in connection with the preparation of this Agreement and other agreements and documents related to this Agreement and the transactions contemplated herein.

23.4 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

23.5 Construction. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a party under any rule of construction, including the party primarily responsible for the drafting and preparation of this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.

23.6 Qualification; Authority. Each individual executing this Agreement on behalf of a party which is an entity, represents, warrants and covenants to the other party that (a) such person is duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with authority granted under the organizational documents of such entity, and (b) such entity is bound under the terms of this Agreement.

23.7 No Waiver. The failure of either party to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of that party's right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition of this Agreement.

23.8 Execution of Documents . The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.

23.9 Inducement. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

23.10 Incorporation of Exhibits . Each of the exhibits that is references and attached hereto this Agreement are expressly incorporated as if set forth fully herein:

Exhibit A – Description of Property
Exhibit B – Description of Buyer Parcel
Exhibit C – Depiction of Project Site / Site Plan
Exhibit D – Seller Note
Exhibit E – Seller Deed of Trust
Exhibit F – Grant Deed for Property
Exhibit G – Declaration of Construction Covenants
Exhibit H – Schedule of Performance
Exhibit I – Performance guarantee
Exhibit J – Buyer Parcel Lease

23.11 Relationship of Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint ventures’, or to render either party liable for any of the debts or obligations of the other, it bein g the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Property to be conveyed as contemplated hereby.

23.12 Limitation of Liability . The parties agree that neither the holders of beneficial interests nor the trustees, officers, members, employees or agents of either party or any assignee or affiliate of either party shall be personally liable under the Agreement and all parties hereto shall look solely to the assets of the entity, for the payment of any claim or the performance of any obligation of either under this Agreement.

23.13 Force Majeure. If either Party is delayed or prevented from performing any act required in this Agreement by reason of any event beyond the reasonable control of either Party, including without limitation, by labor disputes, fire, unusual delay in deliveries, weather or acts of God, terrorism, delay in the issuance of permits or approvals, acts of governmental entities, unavoidable casualties or any other such causes beyond such Party’s control, then the time herein fixed for completion of such obligation(s) shall be extended by the number of days that such Party has been delayed.

23.14 Representation by Counsel . Each Party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such Party’s respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

23.15 Interpretation. The Parties to this Agreement participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, then this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

SELLER:

CITY OF BUENA PARK,
a California municipal corporation and charter City

Aaron France, City Manager
ATTEST:

Adria Jimenez, City Clerk
APPROVED AS TO FORM:

ALVAREZ-GLASMAN & COLVIN

Christopher Cardinale, City Attorney

[Buyer signature on following page]
BUYER:

Atwater EV V,
a Delaware limited liability corporation

By:

Jose Alberto Lemus, Authorized Signatory

EXHIBIT A

DESCRIPTION OF PROPETY
The Property is that certain real property located in the City of Buena Park, County of Orange, State of California, and is described as follows:

APN:

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document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a05/02/24

EXHIBIT B

DESCRIPTION OF BUYER PARCEL
The Buyer Parcel is that certain real property located in the City of Buena Park, County of Orange, State of California, and is described as follows:

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EXHIBIT C

DEPICTION OF PROJECT SITE

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EXHIBIT D

PROMISSORY NOTE

SECURED BY DEED OF TRUST
(Atwater EV V, LLC)

Principal Amount: $950,000.00 Date of Note: ______, 2024 Maker: Atwater EV V, LLC, a Delaware
limited liability company
Lender: City of Buena Park, a
California a charter city and a municipal
corporation
Maturity Date: 36 months from Date of Note Interest Rate: 8.32% simple annual

1. Seller Loan.

FOR VALUE RECEIVED, the undersigned Atwater EV V, LLC, a Delaware limited liability company (“ Maker”), w ith its principal place of business located at _______________________, promises to pay to the CITY OF BUENA PARK, a California charter city and a municipal corporation (the “City”) at such place as the City may, from time to time, designate by written notice to the Maker, the maximum principal sum of $950,000.00, (the “Seller Loan”), together with interest on the unpaid principal balance hereof from time to time outstanding. This Promissory Note (the “Note”) is made and given to evidence the Seller Loan made by City to Maker pursuant to the terms of that certain Purchase and Sale Agreement between Maker and City dated May 14, 2024 (“ Purchase Agreement”), and pursuant to which Maker purchased from City that certain real property located in the City of Buena Park, County of Orange, California, legally described in Exhibit A to the Purchase Agreement and identified as Assessor’s Parcel Numbers 066-030-31, 066-030-51, 066-030-48, 066-030-52, and 066-030-49 (partial) (the “Property”).

2. Definitions. All capitalized terms used but not defined herein shall have the meaning given in the Purchase Agreement, a true and correct copy of which is available from the offices of the Buena Park City Clerk located at 6650 Beach Boulevard Buena Park, CA 90670.

3. Term of Loan and Right of Prepayment.
a. Maturity Date. All accrued interest, if any, and unpaid principal will be due and payable in full without any further demand or notice on or before 12:00 a.m. on the day that is 36 months from the Date of Note.
b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium.

4. Security for Note.
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This Note is secured by a Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) executed by Maker which encumbers Maker’s fee simple interest in the Property. After the recording of the Final Parcel Map for the Project Site, the Parties shall execute and record an amended or modified Seller Deed of Trust to change the legal description of the Property to match that reflected in the Final Parcel Map.

5. Interest Calculation.

Except in the case of Default as set forth in Section 8 of this Note, the principal outstanding from time to time on this Note will accrue uncompounded simple interest at the rate of 8.32% per annum. Principal and interest shall be payable in lawful money of the United States of America.

Interest shall be computed based on an actual day year and the actual number of days elapsed.

6. Monthly Payment.

Maker will make monthly interest only payments on this Note to the City in an amount equal to _________. Payments must be made on or before the 15 th of each calendar month during
the term of this Note, with the entire principal and any remaining accrued but unpaid interest due in full on or before the Maturity Date. This Note and the Deed of Trust securing this Note are senior encumbrances on the Property and shall not be subordinated except as may be approved in writing in the sole and absolute discretion of City.

7. Acceleration Upon Certain Events or Upon Default.

In the event of any Default under the terms of this Note, the Deed of Trust or under any senior loans, notes or deeds of trust, at the option of the City and after written notice to the Maker, providing Maker with 30 days in which to cure any Default, and such Default not having been cured within 30 days (or if a greater amount of time is reasonably necessary to complete a cure, if actions to cure such Default are not undertaken within said 30- day period and pursued with reasonable diligence thereafter), al l principal and interest due under this Note will immediately become due and payable upon 30- day written notice from the City to the Maker. Failure by the City to exercise such option will not constitute a waiver of the right to exercise it in the event o f any subsequent Default. If Maker fails to take corrective action to cure a Default within the time limit provided in this Note, and providing that the City has been provided with an address for notice for a limited partner, and, if any, a special limited partner of Maker, the City will concurrently with notice to Maker also give written notice of such Default to the limited partner and special limited partner. In such event, the limited partner or the special limited partner will have the same time period as that given to Maker hereunder to cure such Default. Provided, however, if the limited partner or the special limited partner finds it reasonably necessary to remove the general partner of the Maker in order that such parties may cure such Default, then the limited partner or the special limited partner may remove and replace the general partner with a substitute general partner which, in the interim, may be the special limited partner or an entity affiliated with the limited partner and thereafter must be a nonprofit entity reasonably acceptable to the City, such removal and replacement to be completed in accordance with language for the same in the limited partnership agreement of the Maker which has been approved by the City.

Once in place, such replacement general partner may affect a cure of any such Default within the time period set out in this Note provided for the cure or remedy of a Default. The City agrees to -6-

accept on the same basis as if made by Maker any corrective action to cure or remedy any Default which might be tendered by any limited partner or special limited partner (which party will be under no obligation to tender any cure or remedy). Additionally, in the event that a limited partner or special limited partner is precluded from curing a default of the Maker due to inability to remove the general partner of Maker as a result of a bankruptcy, injunction or similar proceeding by or against the Maker or its general partner, providing that the limited partner or special limited partner proceeds promptly and with reasonable diligence to remove the general partner of the Maker under such circumstances and provides the City with evidence reasonably demonstra ting the same, the City agrees to forebear from completing a foreclosure (judicial or non -judicial) during the period during which the limited partner or the special limited partner are so precluded from acting. In no event will the City be precluded from exercising any of its remedies in the event of a Maker Default under this Note if the City’s security becomes or is reasonably likely to become materially jeopardized by a failure to cure a Default or by the Default itself.

Should the undersigned Maker sell, convey, transfer, or dispose of its interest in real property described in the Deed of Trust or any part thereof or interest therein, or agree to do any of the foregoing, without first obtaining the prior written consent of the City (except for a Permitted Transfer, as defined below or in the Deed of Trust), then, at the option of the City, all principal and interest due hereunder shall immediately become due and payable upon 30 days written notice from the City to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. Notwithstanding the generality of the foregoing, Permitted Transfers (or any other transfer reasonably acceptabl e to the City) will not constitute a Default hereunder and will not accelerate the maturity of this Promissory Note.

The City must make such determination with reasonable promptness, and any transferee under such a transfer must agree to be bound by any and all instruments in favor of the City.

Notwithstanding anything to the contrary contained in this Note or the Deed of Trust, the following transfers shall be permitted without the City’s consent (each a “Permitted Transfer”):
(i) any lease and any contract, pledge or security agreement entered into in accordance with the Maker’s Financing Plan;
(ii) any Permitted Encumbrances;
(iii) Transfers or disposal of building equipment in the ordinary course of operating the Property that is being replaced or that is no longer necessary in connection with the operation of the Property;
(iv) Transfers of portions of the Property that have no material adverse effect on the Property to a Governmental Authority or public or private utility providers for dedication and granting of easements, restrictions, covenants, reservations and rights -of-way in the ordinary course of business for access, water and sewer lines, telephone or other fiber optic or other data transmission lines, electric lines, or other utilities or for other similar purposes; (v) the entry into an agreement of sale, transfer or conveyance of all or substantially all of the Property with an outside closing date no later than the Maturity Date, the consummation of which will result in the payment in full of the Seller Loan; -7-

(vi) the sale, transfer or issuance of stock in any direct or indirect owner in Maker; (vii) the sale, conveyance, or other transfer of direct or indirect ownership interests in Maker so long as, after giving effect to any such transaction, Jose Alberto Lemus (“Key Principal”) remains actively involved with the Project (or following the death or disability of Key Principal, a person reasonably approved by the City);
(viii) any sale, conveyance, or other transfer of direct or indirect ownership interests in Guarantor.
(ix) a transfer (but not the pledge) by devise or descent or by operation of law upon the death or as a result of the incapacity of a natural person of such Person’s indirect (but not direct) interest in Maker to the person or persons lawfully entitled thereto; and (x) a transfer (but not a pledge) made in good faith for estate planning purposes of an individual’s indirect (but not direct) interests in Maker to the spouse or any child, parent, brother, sister, grandchild, son-in-law or daughter-in-law of such individual, or to a trust for the benefit of any one or more of such individuals, or any spouse, child, parent, brother, sister, nephew, niece, aunt, uncle, grandchild, son-in-law or daughter-in-law.

8. Interest on Default.

From and after a Default, the entire outstanding principal balance of this Note will automatically bear an annual interest rate equal to the lesser of 8% compounding annually or the maximum interest rate allowed by law.

9. Costs Paid by Maker.

Maker agrees to pay the following costs, expenses and attorneys’ fees paid or incurred by the City, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys’ fees paid or incurred in connecti on with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys’ fees in any action to enforce payment of this instrument.

10. Waiver.

To the extent permitted by law, Maker and all persons or entities liable or which may become liable on this Note hereby waive diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agree that, without in any way affecting the liability of Maker hereunder, the City hereof may extend the Maturity Date or the time for payment of any payment due hereunder or any other term hereof, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note.

11. Nonrecourse.
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If any Default should then occur under this Note or under any other instrument the default of which constitutes a Default on this Note, the City agrees that its rights for any monetary claim as against the Maker and its constituent members or partners will be limited to a proceeding under the Deed of Trust and all other security for the indebtedness evidenced by this Note and that the City will have no right to proceed directly against the Maker and its constituent members or partners for the satisfaction o f any monetary claims that the City may have against the Maker or for any deficiency judgment remaining after foreclosure of any real or personal property securing the obligations owing to City. Notwithstanding the generality of the foregoing, Maker must indemnify, defend, protect and hold City harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses incurred by the City, to the extent aris ing as a result of any (i) fraud or intentional and material misrepresentation (meaning a misrepresentation that materially impacts the consideration that the City receives under the agreements, or which served as a material basis for the City entering int o the agreements) by the Maker under or in connection with this Project Loan or any other agreements or documents executed in connection therewith; (ii) intentional material and bad faith waste of the Project encumbered by the Deed of Trust; and (iii) loss es resulting from Maker’s failure to maintain insurance required under the provisions of the Deed of Trust, except to the extent that Maker did not have the legal right to direct payments to acquire and maintain such required insurance because of a bankrup tcy, receivership or similar judicial proceeding. Maker’s obligation to indemnify the City hereof as aforesaid will be recourse obligations of the Maker, and on the occurrence of any of the foregoing events, the City will have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) and may bring any action and institute any proceeding to obtain a judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such occurrence.

12. Severability.

If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination will not affect any other provision of this instrument, and all other provisions hereof will remain valid and in full force and effect.

13. Non-Waiver.

No delay by City in demanding or failure to demand performance hereunder will constitute a waiver by the City of its right to subsequently demand such performance or to exercise any remedies for any Default hereunder. Further, in order to be effective, any waiver of any of the City’s rights and remedies hereunder must be expressed in a writing signed by a duly appointed representative of the City. Further, waiver by the City of any right hereunder will not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of Default hereunder.

[signature on following page]

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NOW THEREFORE, Maker has caused this Note to be executed by the duly authorized representative set forth below:

MAKER:

Atwater EV V, LLC,
a Delaware limited liability company

By _______________

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )

On ____________________, before me, _ __________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

____________________________________________
Name: _____________________________________
Notary Public

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. -11-

EXHIBIT E

SELLER DEED OF TRUST

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Buena Park
6650 Beach Boulevard
Buena Park, California 90622
Attn: City Clerk

APN: 070-012-38 SPACE ABOVE FOR RECORDER'S USE ONLY

EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Ascent)

This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed of Trust") is dated as of ____________, 2024, by Atwater EV V, LLC, a Delaware limited liability company , whose address is _____________________ ("Trustor"), to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (" Trustee"), for the benefit of the CITY OF BUENA PARK, a California charter city and municipal corporation, whose address is 6650 Beach Boulevard, Buena Park, California 90622 (" Beneficiary"), and is executed to secure that certain promissory note of even date herewith in the principal amount of One Million Dollars ($9,500,000) (the “ Promissory Note ”), executed by Trustor in favor of Beneficiary (as it may from time to time be supplemented, amended extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed of Trust by this reference.

Reference is made to that certain Purchase and Sale Agreement between Maker and City dated ___________, 2024 (“ Purchase Agreement”), pursuant to which Maker purchased from City the Subject Property that is encumbered by this Deed of Trust, and pursuant which City agreed to provide the Seller Loan to Maker that is reflected in the Promissory Note and secured by this Deed of Trust. A true and correct copy of the Purchase Agreement is available from the offices of the Buena Park City Clerk located at 6650 Beach Boulevard Buena Park, CA 90622.

Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION, the following property ("Trust Estate"):
(a) All of that certain real property in the City of Buena Park, County of Orange, State of California, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof ("Subject Property");
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(b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property ("Improvements"); (c) All tenements, hereditament, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject Property or the Improvements, including easements, rights -of-way and development rights ("Appurtenances"). (Appurtenances, together with the Subject Property and the Improvements, are hereafter collectively referred to as the "Real Property"); (d) Subject to the assignment to Beneficiary set forth in Paragraph 4 below, all rents, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Trust Estate or the ownership, use, managemen t operation, leasing or occupancy of the Trust Estate, including those past due and unpaid ("Rents"); (e) All present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code ("UCC"), whether existing now or in the future) located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating, ventilating and air conditioning equipment and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property ("Goods," and together with the Real Property, collectively the "Property"); and (f) All present and future right, title and interest of Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, c onstruction, maintenance, management, operation, marketing, leasing, occupancy, sale or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any suc h agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other -13-

rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (collectively, "Intangibles").

Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the "Personal Property "). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary.

Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a "secured party" under the UCC and other applicable California law.

Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC.

FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following: (a) payment of the Promissory Note, and (b) due, prompt and complete observance, performance and discharge of each and every monetary and non- monetary condition, obligation, covenant and agreement contained herein ("Secured Obligations"). The Promissory Note and all of its terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein;

2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed;

3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable. This Deed of Trust shall cover, and the property subject hereto shall include, all property now or hereafter affixed or attached to or incorporated upon the Subject Property in, to or unde r which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject Property. To the extent any of the property subject to this Deed of Trust consists of rights in action or personal property covered by the UCC, this Deed of Trust shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under whi ch Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms a re defined in the -14-

UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (i) in the possession or control of Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject Property; (iii) located or used on the Subject Property or identified for use on the Subject Property (whether stored on the Subject Property or elsewhere); or (iv) used in connection with, arising from, related to, or associated with the Subject Property or any of the personal property described herein, the construction of any improvements on the Subject Property, the ownership, development, maintenance, management or operation of the Subject Property, the use or enjoyment of the Subject Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Parag raph 3 are hereinafter severally and collectively called the "Security Interest". The Security Interest shall be self -operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby.

The Security Interest, at all times, shall be prior to any other inte rest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence.

Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Note subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Orange County, this Deed of Trust shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed of Trust and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement;

4. That, subject to the rights of holders of any senior deed of trust, all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the Secured Obligations;

5. That, subject to the rights of holders of any senior deed of trust, upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom;

6. That Trustor will keep the improvements now existing or hereafter erected on the -15-

Subject Property insured against loss by fire and such other hazards, casualties, and contingencies as may be required by applicable provisions of the Secured Obligations, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies, if requested, shall be deposited with the Beneficiary;

7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in g ood faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7;

8. To keep said property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor's right to contest the validity or applicability of laws or regulations); not to commit or permit bad faith waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or covenants, conditions and/or restrictions affecting said property; not to permit or suffer any material alteration of or addition to the buildings or improvements hereafter constructed in or upon said Subject Property without the consent of the Beneficiary, which consent shall not be unreasonabl y withheld, conditioned or delayed;

9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorney's fees in a reaso nable sum, in any such action or proceeding in which Beneficiary or Trustee may appear;

10. Should Trustor fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee, being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary o r Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees;

11. Beneficiary shall have the right to pay all insurance premiums required by the Secured Obligations when due should Trustor fail to make any required premium payments after -16-

the giving of notice and the expiration of any applicable cure period. All such payments made by the Beneficiary shall be added to the sums secured hereby;

12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure, at the highest rate of interest permitted by law;

13. That the funds to be advanced hereunder are to be used in accordance with applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the giving of notice and the expiration of any applicable cure period, Trustor shall be in default hereunder;

14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the Subject Property subject to this Deed of Trust any lien or liens except as authorized by Beneficiary and/or as provided and/or authorized in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, a t Beneficiary's written request, within thirty (30) days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first provide a written request prior to foreclosure) record in the Office of the Recorder of Orange County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;

15. That any and all improvements made or about to be made upon the premises covered by this Deed of Trust and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promul gated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such applicable municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office.

IT IS MUTUALLY AGREED THAT:

16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust or suffer Trustor's title or any interest therein to be div ested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Note, without the prior written consent of the Beneficiary being first obtained, then Beneficiary shall have the right, at Beneficiary's sole option, to declare all sums payable under the Note secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions. Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby -17-

to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note;

17. As provided more specifically in the Secured Obligations, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the Property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage subject to the rights of any senior lenders. All such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary subject to the rights of any senior lenders;

18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is taken for a public improvement or pursuant to a condemnation proceeding and the residential rental housing units on the Property remain intact and continue to be owned and operated by Trustor in conformance with the City Development Agreement, Beneficiary shall not declare all sums due and payable under the Note, nor shall the Beneficiary be entitled to any compensation, awards and other payments therefor, provided that s ubject to the rights of any senior lenders, such compensation, awards and other payments are used for (1) paying principal and interest owed on any senior loan, (2) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or (3) payment of principal owing under the Note. In the event that Trustor receives such compensation, awards or other payments and fails to expend the funds in conformance with subsections (1) and (2) this section within thirty (30) days of rec eipt of such funds, Trustor shall be in default under this Deed of Trust;

19. Upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust within thirty (30) days after written demand the refor by Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Trustor fail to promptly commence such cure, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the prope rty to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust and all documents evidencing expenditures secured hereby;

20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public -18-

announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement.

Trustee shall deliver to the purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulne ss thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate allowed by law; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto;

21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested wi th all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee;

22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law;

23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust to Trustee for cancellation and retention and upon payment of its f ees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto";

24. The trust created hereby is irrevocable by Trustor;

25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunde r but also any future successor in interest to Beneficiary. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

All obligations of Trustor hereunder are joint and several;

26. 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 -19-

brought by Trustee;

27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust;

28. Trustor agrees at any time and from time to time, upon receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary;

29. As is provided more specifically in the Secured Obligations, the obligations of Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary shall be the exercise of its rights against the Property;

30. Notwithstanding specific provisions of this Deed of Trust, non- monetary performance hereunder shall not be deemed to be in default where delays or defaults are by reason of any event beyond the reasonable control of either Party, including without limitation, by labor disputes, fire, unusual delay in deliveries, weather or acts of God, terrorism, delay in the issuance of permits or approvals, acts of governmental entities, or unavoidable casualties. An extension of time for any such cause (a "Force Majeure Delay") 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 thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Deed of Trust may also be extended in writing by the Beneficiary and Trustor;

31. If the rights and liens created by this Deed of Trust shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations shall be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations;

32. (a) Subject to the extensions of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust;
(b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; (c) Any failures or delays by Beneficiary 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 Beneficiary in asserting any of its rights and remedies shall not deprive -20-

Beneficiary 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; (d) If an event of default occurs under the terms of this Deed of Trust, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by Beneficiary under this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiat es corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as reasonably possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary.

In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as reasonably possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary.

In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default.

33. This Deed of Trust shall be recorded
as a condition of and at the Closing of Escrow
for Maker’s purchase of the Subject Property from City, and shall be recorded junior only to the grant deed by which Buyer takes title and senior to all and any other liens, mortgages, trust of trust, or other encumbrances on Maker’s fee simple interest in the Subject Property, expressly including but not limited to any construction financing that is contemplated in the Purchase Agreement. [Signatures on Following Page]

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property name.

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

TRUSTOR:

ATWATER EV V, LLC,
a Delaware limited liability company

By:

Name:

Its:

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )

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

WITNESS my hand and official seal.

____________________________________________
Name: _____________________________________
Notary Public

EXHIBIT A TO

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
Legal Description of Subject Property

All that certain real property situated in the County of Orange, State of California, described as follows:

CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that the interest in real property conveyed by that certain Deed of Trust dated _______________, from ______________________, a __________ limited liability company, ("Trustor"), to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation ("Trustee"), for the benefit of the CITY OF BUENA PARK, a California charter city and municipal corporation ("Beneficiary"), is hereby accepted by the undersigned officer on behalf of the City of Buena Park pursuant to the authority conferred by action of the Buena Park City Council on ______________, 2024, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _____________ CITY OF BUENA PARK

By_________________________
Aaron France, City Manager

ATTEST:

____________________________
Adria Jimenez, City Clerk

EXHIBIT F

GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:

City of Buena Park
[TO BE ADDED]

APN:

(Space Above this Line For Recorder’s
Use)
G

RANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the CITY OF BUENA PARK, a California municipal corporation (“Grantor”), hereby GRANTS to ______________________ (“Grantee”), that certain real property at ______________in the City of Buena Park, County of Orange, State of California, more particularly described on Exhibit “A” attached hereto and incorporated herein by this reference together with all right, title and interest of Grantor in and to all buildings and improvements located thereon (“Property”).

THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:

1) Non-delinquent general and special real property taxes, assessments and supplemental assessments, if any, for the current fiscal year;
2) All covenants, conditions, restrictions, encumbrances, agreements, reservations, rights, rights-of-way, dedications, offers of dedication, easements and other matters of record, apparent, visible from an inspection of the Property, and/or which an accurate survey of the Property would disclose, or known to Grantee.
3) A restrictive covenant that if ten (10) or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall rem ain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing from the date of recordation of this Grant Deed. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor -in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed on this ___ day of ______, 2024, at Buena Park, California.

CITY OF BUENA PARK, a California municipal corporation

By: _________________________
Aaron France, City Manager

ALL PURPOSE ACKNOWLEDGMENT (SELLER)

STATE OF CALIFORNIA )

COUNTY OF ORANGE )

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

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

WITNESS my hand and official seal.

Signature __________________________
(Seal)

Exhibit A – Grant Deed
The Property is that certain real property located in the City of Buena Park, County of Orange, State of California, and is described as follows:

APN:

EXHIBIT G

DECLARATION OF CONSTRUCTION COVENANTS

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO,
AND MAIL TAX STATEMENTS TO:

City of Buena Park
Attn: DIRECTOR OF COMMUNITY

DEVELOPMENT
6650 Beach Boulevard
Buena Park, CA 90622

Assessor’s Parcel No.:

This Agreement and Declaration of Land Use Covenants and Restrictions (“Declaration”) is entered into as of this ___ day of _____, 2024, by and between the CITY OF BUENA PARK, a California municipal corporation (“Seller”), and _________________ (“Buyer”), with reference to the following facts:

RECITALS

A. Seller and Buyer have entered into that certain Agreement for the Purchase and Sale Agreement dated ________________, 2024 (“Purchase Agreement”), pursuant to which, and subject to the terms and conditions stated therein, Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller that certain real property located at _______________, Buena Park, California (Orange County Assessor Parcel No. _____________ and legally described in Exhibit “A” hereto, the “Property”).

B. As a material inducement and part of the consideration for Seller’s agreement to sell the Property to Buyer, and as a condition to the Closing of Escrow under the Purchase Agreement, Buyer and Seller agree to the terms and conditions of this Declaration.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is expressly acknowledged, and intending to be legally bound, Seller and Buyer (individually hereinafter at times a “Party” and jointly the “Parties”) agree as follows:

1. DEFINITIONS. All capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

2. NOTICE TO INTERESTED PARTIES OF CONSTRUCTION COVENANTS. The Purchase Agreement, a copy of which is available for inspection and copying at the Seller’s offices located 6650 Beach Blvd., Second Floor, Buena Park, California 910622, contains certain development covenants running with title to the Property, including but not limited to those set forth below (all section references are to the Agreement), with all such development covenants being expressly into this Declaration even if not listed below:

9. Development of the Property.

9.1 The Project . Buyer covenants to improve and develop the Project consistent with the Approvals; provided that, notwithstanding anything to the contrary in this Agreement, Buyer’s development obligations with respect to the “Project” and “Approvals” under this Agreement shall be deemed modified to incorporate any modifications to the Project or Approvals or permits therefore approved by Seller and/or applicable department thereof or any other Governmental Authority with jurisdiction over the Project to the extent the approval of such Governmental Authority is required. This covenant to develop the Project is a material inducement for Seller’s willingness to sell the Property to Buyer. After the Closing Buyer agrees, at its sole cost and expense, to improve and develop the Project Site for the Project, substantially similar to that depicted in the site plans attached to this Agreement as Exhibit “C”, provided that the final Project to be developed by Buyer on the Project Site shall be as described in the Approvals and building permits.

9.6; (b) Buyer completing, or causing completion of, construction of the Project as signified by Seller’s issuance of a final certificate of occupancy for all buildings and improvements comprising the Project (“ Completion Certificate ”); and (c) the Parties’ execution and recording of an amended or modified Seller Deed of Trust to change the legal description of the Property to match that reflected in the Final Parcel Map. Upon satisfaction of said conditions Seller shall, at Buyer’s request, execute and deliver to Buyer a standard form release and reconveyance of the Construction Covenants (“ Release of Construction Covenants”).

9.3 Schedule of Performance. Following the Closing, Buyer shall proceed with development of the Project on the Project Site in accordance with the times set in the Schedule of Performance attached hereto as Exhibit H; provided that, the deadlines set forth in such Schedule of Performance shall be deemed extended to account for Excusable Delays. An extension of time for any such cause shall be for the period of the Excusable Delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within sixty (60) days of the commencement of the cause. If notice is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prio r to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Buyer. Buyer’s inability or failure to obtain financing shall not be deemed to be a cause outside the reasonable control of the Buyer and shall not be the basis for Excused Delays except to the extent that any condition to such financing relating to the status of the Project is delayed due to an Excused Delay.

9.4 Construction Progress Reports . Until such time as construction of the

Project is complete , Buyer shall provide Seller with quarterly progress reports, or more frequent updates (but no more frequently than monthly) if Seller reasonably requires, regarding the status and progress of the construction.

9.6 Final Parcel Map. Following the Closing, and as a condition precedent to Seller’s Release of Construction Covenants, Buyer shall process and obtain ministerial approval by Seller of a final parcel map that is substantially consistent with the Tentative Parcel Map, pursuant to the procedures and requirements of Chapter 18.44 of the BPMC (“Final Parcel Map”), and after approval of the Final Parcel Map the Parties shall facilitate its recording by the county recorder. Seller shall not unreasonably delay or deny approval of the Final Parcel Map and shall reasonably cooperate with Buyer in the processing, filing, and recordation of the Final Parcel Map with the county registrar. Upon recordation of the Final Parcel Map, the Parties shall amend or modify the Deed of Trust and the Construction Covenants Trust to change the legal description of the Property therein to match that reflected in the Final Parcel Map. Notwithstanding the foregoing, if feasible and at Buyer’s discretion, nothing precludes the Parties from processing, filing, and recording the Final Parcel Map prior to the Closing, in which case at the Closing the Deed of Trust and Construction Covenants shall be recorded on the Property is it is described in the Final Parcel Map.

when the permit for such work is “closed” by Seller, in the exercise of its Government Authority, signifying that the work for which the permit was issued was inspected and deemed complete.
(b) Seller may, at Seller’s option, exercise the right to collect the Delay Damages set forth in subsection (a) by giving notice, in writing, of such election to Buyer specifying the date on which Delay Damages shall commence, the items needed to be completed or corrected, and the corrective action(s) Buyer must take. Buyer shall remit payment of Delay Damages to Seller within thirty (30) days of a formal demand for payment by Seller, and Seller may make a demand for payment of Delay Damages every thirty (30) days unless and until the subject work is complete.

10. Liens and Mortgages after Closing

10.1. No Encumbrance Except for Development Purposes.

Mortgages and deeds
of trust, or any other reasonable method of security for appropriate modes of financing real estate construction and land development (“Deed of Trust”) are permitted to be placed upon Buyer’s fee interest in the Property but only for the purpose of securing loans pursuant to or as otherwise contemplated in the approved Financing Plan, and only if such Deed of Trust is recorded in connection with the repayment in full of the Seller N ote or otherwise is junior to the Seller Deed of Trust, except as subordination may be approved in the sole and absolute discretion of Seller . Buyer shall notify the Seller in advance of any form of financing that is secured by a Deed of Trust if Buyer proposes to enter into the same before issuance of a Release of Construction Covenants, and upon issuance of the Release this limitation shall expire.

10.2 Holder Not Obligated to Construct Improvements .

The holder of Deed of
Trust or other conveyance authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the Project or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to construe, permit, or authorize any such holder to devote the Property or any part thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.

Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project (beyond the extent necessary to conserve or protect the improvements or construction already made) without

first having expressly assumed Buyer 's remaining obligations to Seller by written agreement satisfactory to Seller. In that event, the holder must agree to complete, in the manner provided in this Agreement, the Project to which the lien or title of such holder relates, and submit satisfactory evidence to Seller that it possesses the qualifications and financial resources necessary to perform such obligations. Any such holder properly completing the Project shall be entitled, upon written request made to Se ller, to a Release of Construction Covenants from the Seller.

10.4 Failure of Holder to Complete Improvements .

In any case of an uncured
default by Buyer in completion of construction of improvements under this Agreement, if the holder of any Deed of Trust creating a lien or encumbrance upon the Property or any part thereof has not thereafter timely exercised the option to construct, or if it has exercised the option and has not thereafter proceeded with construction in the manner required by this Agreement, Seller may purchase the Deed of Trust by payment to the holder of the amount of the unpaid debt. If the owner ship of the Property or any party has been vested in the holder, Seller, if it so desires, shall be entitled to a conveyance of the Property, or any part of the Property, from the holder to Seller upon payment to the holder of an amount equal to the sum of the following:

b) All reasonable expenses with respect to foreclosure.

c) The net expenses, if any (exclusive of overhead), incurred by the holder as a direct result of the Seller approved subsequent management of the Project or part thereof.

d) The cost or value, whichever is less, of any Seller approved improvements made by such holder.

10.5 Right of Seller to Cure Deed of Trust Default.

In the event of an uncured
default by Buyer of any Deed of Trust prior to recordation of a Release of Construction Covenants, and the holder of any such security interest has not exercised its option to complete the Project, after another advance written demand to Buyer and the holder of such security interest, that the default must be cured within an additional 30 days, Seller may cure the default prior to completion of any foreclosure. In such event, Seller shall be entitled to reimbursement from Buyer of all costs and expenses incurred by Seller in curing the default. Seller shall also be entitled to a lien upon the Property to the extent of such costs and disbursements. Any such lien shall be subject to mortgages, deeds of trust or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Property as authorized herein.

10.6 Rights of Seller to Satisfy Other Liens on the Property After Title Passes .

After the conveyance of title of the Property to Buyer, and after Buyer has had reasonable

time to challenge, cure or satisfy any liens or encumbrances on the Property , or any part thereof, if such lien or encumbrance remains unsatisfied more than sixty (60) days after written notice from Seller to Buyer of Seller’s demand that Buyer satisfy such unsatisfied lien or encumbrance, then the Seller shall have the right to s atisfy any such liens or encumbrances, provided however, that nothing in this Agreement shall require Buyer to pay or make provision for the payment of any tax, assessment, lien or charge as long as the Buyer shall in good faith contest the validity or amount thereof, and provided such delay in payment shall not subject the Property, or part thereof, to forfeiture or sale.

10.7 Estoppel.

Seller shall from time to time, within fifteen (15) days following the receipt of a request by Buyer or the holder of any Deed of Trust or other security interest affecting the Property, deliver to Buyer or such holder a written statement executed by Seller in form and substance reasonably satisfactory to Buyer and such holder, (i) stating that this Agreement is in full force and effect and has not been modified or amended (or if modified or amended, setting forth all modifications and amendments), (ii) stating whether or not to the best knowledge of Seller, Buyer is in default under this Agreement and if Buyer is in default, setting forth the specific nature of all such defaults, and (iii) as to any other matters reasonably requested by Buyer or such holder. Seller acknowledges that any statement delivered pursuant to this subsection may be relied upon by any purchaser or owner of all or a portion of the Property and/or any improvements thereon or by the holder of such deed of trust or security interest or by any assignee of such holder or anyone claiming by, under or through such holder.

3. TERM OF DECLARATION. This Declaration shall expire and terminate upon the issuance of a final certificate of occupancy for the Project. Following the issuance of such final certificate of occupancy Seller shall execute a standard form release and reconveyance that may be recorded by Buyer to remove this Declaration from title.

4. MISCELLANEOUS

(a) Recording. This Declaration shall be recorded as a condition of and at the Closing of Escrow for Buyer’s purchase of the Property from Seller, and shall be recorded junior only to the grant deed by which Buyer takes title except as subordination to construction financing is contemplated in the Agreement.

(b) Amendments. This Declaration may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Orange County.

(c) No Waiver. Any waiver by Seller of any term or provision of this Declaration must be
in writing. No waiver shall be implied from any delay or failure by Seller to take action on any breach or default hereunder or to pursue any remedy allowed under this Declaration or applicable l aw. No failure or delay by Seller at any time to require strict performance by Buyer of any provision of the Agreement or this Declaration or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

(d) Notices. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested or (iii) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different complete address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certif ied mail, such as notices delivered by personal delivery or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver bec ause of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

To Seller: City of Buena Park
Buena Park City Hall
ATTN: City Manager
6650 Beach Boulevard
Buena Park CA 90622

With Copy To: Christopher G. Cardinale, City Attorney

ALVAREZ-GLASMAN & COLVIN
13181 Crossroads Pwky North – Suite 400
City of Industry, CA 91746

If to Buyer: Atwater EV V, LLC
Attn: Albert Lemus, Managing Partner
4410 East Gage Avenue
Bell, CA 90622

With a copy to: Karavas Kiely Schloss & Whitman LLP
1800 Century Park East, Suite 200
Los Angeles, CA 90067
Attn: Michael Kiely
Email: [email protected]

(e) Action by Seller. Except as may be otherwise specifically provided herein or limited by law, whenever any approval, notice, direction, consent or request by Seller is required or permitted under this Declaration, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager , without further approval by the City Council.

(f) Governing Law; Venue . This Declaration shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Orange County, California.

(g) Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Declaration, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.

(h) Severability. If any provision of this Declaration is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the Parties have executed this Agreement and Declaration of Restrictive Covenants as of the date first written above.

BUYER: SELLER:

By: _______________________

CITY OF BUENA PARK,
a California municipal corporation

By: ________________________
Aaron France,
City Manager

EXHIBIT A - Construction Covenants

Legal Description of Property

[TO BE ADDED]

EXHIBIT H
Schedule of Performance
Item To Be Performed Time to Perform / Deadline

1. Buyer’s Execution of Purchase & Sale
Agreement (“PSA”) to trigger Effective
Date
Within 5 calendar days of receipt of
Seller executed Counterpart

2. Opening Escrow Withing 5 calendar days of Effective Date

3. Closing of Escrow On or before the Outside Closing Date

4. Submission of plans for grading, site
preparation and off-site improvements
Within 120 days after Closing of Escrow

5. Commencement of construction of
grading, site preparation and off -site
improvements
60 days after final, non-appealable,
approval of all permits for grading, site
preparation and off-site improvements
have been obtained

6. Completion of grading, site preparation
and off-site improvements
270 days after commencement of
construction of grading, site preparation
and off-site improvements

7. Certificate of Occupancy No later than 24 of after completion of grading, site preparation and off -site
improvements.

EXHIBIT I
Performance Guaranty
THIS PERFORMANCE GUARANTY (this “Guaranty”) is made as of ____________, 2024, by AGUA CANYON 1, LLC, a California limited liability company (the “Guarantor”), whose address is as set forth in Section 15 hereof, in favor of CITY OF BUENA PARK, a California municipal corporation, and its successor and assigns (“City”).

WHEREAS, City and Atwater EV V, LLC, a Delaware l imited liability company (“Buyer”), entered into that certain Purchase and Sale Agreement dated as of May 14, 2024 (the “Agreement”) pursuant to which the City agreed to sell and Buyer agreed to purchase certain parcels of real property owned by and located in the City, specifically described as Assessor’s Parcel Numbers 066-030-31, 066-030-51, 066-030-48, 066-030-52, and 066-030-49 (Partial) and legally described in Exhibit A to the Agreement (the “Property”).

WHERAS, as further described in the Agreement, contemporaneous with purchasing the Property from City Buyer has leased those certain parcels of real property located adjacent to the Property and specifically described as Assessor’s Parcel Number 066 -030-021 and 066-030-051 and legally described in Exhibit B to the Agreement.

WHEREAS, as a material inducement for City’s agreement to sell the Property to Buyer , Buyer has agreed to use the Property and Buyer Parcel to create a reconfigured project site totaling

2.99 acres for development of a mixed- use retail project substantially similar to that depicted in Exhibit C to the Agreement (the “Project”), with the deadlines for Buyer to commence and complete construction of the Project established in the Agreement.

WHEREAS, in the event Buyer does not complete grading, site preparation, and offsite work for the Project Site before the deadlines established in the Agreement, Buyer has committed to pay liquidated delay damages to Seller at the amounts and subject to the terms an d conditions specified in Section 9.8 of the Agreement (“Delay Damages”).

WHEREAS, Guarantor has a financial interest in Buyer, and Seller would have executed the Agreement if Guarantor did not deliver and execute to Seller this Guaranty to secure and ensure the payment of Delay Damages by Buyer to Seller on the terms and conditions specified in under the terms of the Agreement.

NOW, THEREFORE, for and in consideration of the execution of the foregoing Agreement by Seller and as a material inducement to Seller to execute said Agreement, Guarantor hereby jointly, severally, absolutely, presently, continually, unconditionally and irrevocably guarantees to Seller and Seller’s successors and assigns the faithful and prompt payment by Buyer of Delay Damages subject to and on the terms and conditions specified in Section 9.8 of the Agreement (collectively, the “Obligations”), for a term (the “Term”) commencing on the “Closing” (as defined in the Agreement), and ending when grading, site preparation, and off -site work for the Project Site is deemed complete, as signified by when permit for such work is “closed” by Seller following its inspection and certification that said work is complete in accordance with the permits issued.

Guarantor further agrees as follows:

1. The capitalized terms and phases used by not defined in this Guaranty shall have the meaning given in the Agreement.

2. It is specifically agreed and understood that the terms, covenants and conditions of the Agreement may be altered, affected, modified, amended, compromised, released or otherwise changed by agreement between Seller and Buyer or by course of conduct, and Guarantor does guaranty and promise to perform all of the obligations of Buyer under the Agreement as so altered, affected, modified, amended, compromised, released or changed.

2. This Guaranty shall not be released, modified or affected by failure or delay on the part of Seller to enforce any of the rights or remedies of Seller under the Agreement, whether pursuant to the terms thereof or at law or in equity, or by any release of any person liable under the terms of the Agreement (including, without limitation, Buyer) or any other guarantor, including without limitation, any other Guarantor named herein, from any liability with respect to Guarantor’s obligations hereunder.

3. Guarantor’s liability under this Guaranty shall continue until expiration of the Term . If all or any portion of Buyer’s obligations under the Agreement is performed by Buyer , the obligations of Guarantor hereunder shall continue and remain in full force and effect in the event that all or any part of such performance(s) is avoided directly or indirectly from Seller as a preference, fraudulent transfer or otherwise. Notwithstanding anything contained in this Guaranty to the contrary, the maximum amount of Guarantor’s aggregate liability with respect to the Obligations shall be $1,000,000.

4. On request by Seller from time to, Guarantor agrees to provide Seller with a current balance sheet for Guarantor; provided, however, that Guarantor shall not be obligated to provide its balance sheet to Seller more than twice each year. In addition, if Seller requests a balance sheet as of the end of a fiscal quarter, Seller agrees that Guarantor will have a minimum of sixty (60) days after the end of such fiscal quarter in which to provide the balance sheet. Finally, if Seller requests a balance sheet as of the end of a fiscal year, Seller agrees that Guarantor will have a minimum of ninety (90) days after the end of such fiscal year to provide the balance sheet.

Guarantor's balance sheets financial statement are to be prepared in accordance with generally accepted accounting principles (“GAAP”). Guarantor represents and warrants that all such balance sheets shall be true and correct statements, in all material respects, of Guarantor's financial condition.

5. Guarantor warrants and represents to Seller that Guarantor now has and will continue to have full and complete access to any and all information concerning the Agreement , the value of the assets owned or to be acquired by Buyer , Buyer’s financial status and its ability to complete the Project and pay and perform the obligations owed to Seller under the Agreement. Guarantor further warrants and represents that Guarantor has reviewed the Agreement and is fully informed of the remedies Seller may pursue against Buyer, in the event of an event of default under the Agreement. So long as any of the Guarantor’s obligations hereunder remains unsatisfied or owing

to Seller, Guarantor shall keep fully informed as to all aspects of Buyer ’s financial condition and the performance of said obligations.

6. Guarantor hereby covenants and agrees with Seller that if an event of default shall at any time that triggers the Obligations of Buyer to pay Delay Damages to Seller under the Agreement, Guarantor shall and will forthwith upon demand pay such sums and any arrears thereof, to Seller in legal currency of the United States of America for payment of public and private debts, and take all other actions necessary to pay such Obligations of Buyer.

7. The liability of Guarantor under this Guaranty is a guaranty of payment and not of collectability, and is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Seller of any remedies which it now has or may hereafter have with respect thereto, at law, in equity or otherwise.

8. Guarantor has been advised of and hereby waives and agrees not to assert or take advantage of to the extent permitted by law: (i) all notices to Guarantor, to Seller, or to any other person, including, but not limited to, the creation, renewal, extension, assignment, modification or accrual of any of the Obligations owed to Seller under the Agreement and, except to the extent set forth in this Section, enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (ii) notice of acceptance of this Guaranty; (iii) demand of payment, presentation and protest; (iv) any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof; (v) any right or defense that may arise by reason of the incapability, lack of authority, death or disability of Buyer or any other person; (vi) all principles or provisions of law which conflict with the terms of this Guaranty, and (vii) any other rights and defenses that are or may become available to Guarantor by reason of Sections 2787 through 2855, inclusive, of the California Civil Code. Guarantor agrees that Guarantor’s obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety.

9. No notice of default need be given to Guarantor, it being specifically agreed and understood that the guarantee of the undersigned is a continuing guarantee until released and under which Seller may proceed forthwith and immediately against Buyer or against Guarantor following any breach or default by Buyer of its Obligations pursuant to or under the terms of the Agreement, after the passage of any applicable notice and cure periods under the terms of the Agreement.

10. Guarantor agrees that Seller may enforce this Guaranty without the necessity of proceeding against Buyer or any other guarantor. Guarantor hereby waives the right to require Seller to proceed against Buyer , to proceed against any other guarantor, to exercise any right or remedy under the Agreement or to pursue any other remedy or to enforce any other right.

Guarantor may be joined in any action or proceeding commenced by Seller against Buyer arising out of, in connection with, or based on the Obligations in the Agreement.

11. Guarantor agrees that nothing contained herein shall prevent Seller from suing on the Agreement or from exercising any rights available to it thereunder and that the exercise of any of the aforesaid rights shall not constitute a legal or equitable discharge of Guarantor. Without limiting the generality of the foregoing, Guarantor has been advised of and hereby expressly waives any and all benefits under California Civil Code § § 2809, 2810, 2815, 2819, 2821, 2822,

2824, 2845, 2847, 2849, 2850, 2855, 2899 and 3433, and the second sentence of California Civil Code § 2822(a). In addition, Guarantor agrees that Seller (not Buyer) shall have the right to designate the portion of Buyer’s Obligations under the Agreement that is satisfied by a partial performance by Buyer.

(a) Guarantor agrees that Guarantor shall have no right of subrogation against Buyer or any right of contribution against any other guarantor unless and until all O bligations under the Agreement have been paid. Guarantor further agrees that, to the extent the waiver of Guarantor’s rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against Buyer shall be junior and subordinate to any rights Seller may have against Buyer, and any rights of contribution Guarantor may have against any other guarantor shall be junior and subordinate to any rights Seller may have against such other guarantor.

(b) The obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any case, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Buyer or any defense which Buyer may have by reason of order, decree or decision of any court or administrative body resulting from any such case. Seller shall have the sole right to accept or reject any plan on behalf of Guarantor proposed in such case and to take any other acti on which Guarantor would be entitled to take, including, without limitation, the decision to file or not file a claim. Guarantor acknowledges and agrees that any payment which accrues with respect to Buyer’s obligations under the Agreement which accrue after the commencement of any such proceeding (or, if any such payment ceases to accrue by operation of law by reason of the commencement of such proceeding, such payment as would have accrued if said proceedings had not been commenced) shall be included in Guarantor’s obligations hereunder because it is the intention of the parties that said obligations should be determined without regard to any rule or law or order which may relieve Buyer of any of its obligations which accrue under the Agreement . Guarantor hereby permits any trustee in bankruptcy, receiver, and debtor-in-possession, assignee for the benefit of creditors or similar person to pay Seller, or allow the claim of Seller in respect of, any such payment accruing after the date on which such proceeding is commenced. Guarantor hereby assigns to Seller Guarantor’s right to receive any payments from any trustee in bankruptcy, receiver, debtor-in-possession, assignee for the benefit of creditors or similar person by way of dividend, adequate protection payment or otherwise.

12. Guarantor hereby agrees to indemnify, protect, defend and hold Seller harmless from and against, all losses, costs and expenses including, without limitation, all interest, default interest, post-petition bankruptcy interest and other post -petition obligations, late charges, court costs and attorneys' fees, which may be suffered or incurred by Seller in enforcing or compromising any rights under this Guaranty or in enforcing or compromising the payment of Buyer's Obligations under the Agreement.

13. All notices, consents, requests, approvals and authorizations (collectively, “Notices”) required or permitted under this Guaranty shall only be effective if in writing. All Notices shall be sent (A) by registered or certified mail (return receipt requested), postage prepaid, or (B) by Federal Express, U.S. Post Office Express Mail, or similar nationally recognized overnight courier which delivers only upon signed receipt of the addressee, or (C) by e-mail with a copy sent within

24 hours in the manner provided in clause (B) above, and addressed as follows or at such other address, and to the attention of such other person, as the parties shall give notice as herein provided:

To Guarantor:

With copy to:

To Seller:

With copy to:

14. Guarantor represents and warrants to Seller as follows:

(a) The execution, delivery and performance by Guarantor of this Guaranty have been duly authorized by all necessary corporate action.

(b) Guarantor has the full power, authority and legal right to execute and deliver, and to perform and observe the provisions of, this Guaranty including the payment of all moneys hereunder. This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as enforcement thereof may be limited by (a) bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally or (b) the non-availability of equitable remedies which are discretionary with the courts.

(c) No consent of any other person, including, without limitation, any creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor, and constitutes the legally valid and binding obligation of Guarantor enforceable against such Guarantor in accordance with its terms.

(d) The execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which Guarantor is a party or by which Guarantor or any of Guarantor’s assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of Guarantor’s property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract, or other agreement, instrument or undertaking.

(e) To the actual knowledge of the undersigned, all information and documentation provided by Buyer or Guarantor to Seller regarding the financial condition of Guarantor is true, correct, complete, and not misleading in any material respect as of the date such information was provided to Seller and as of the date hereof.

(f) Neither the execution or delivery of this Guaranty, nor the consummation of the transactions herein contemplated, nor the compliance with the terms and provisions hereof, conflict or will conflict with or result in a breach of any of the terms, conditions or provisions of any law, order, writ, injunction or decree of any court or Governmental Authority, or of any agreement or instrument to which Guarantor is a party of by which it is bound, or constitutes or will constitute a default thereunder.

15. This Guaranty shall be binding upon Guarantor, Guarantor’s heirs, representatives, administrators, executors, successors and assigns and shall inure to the benefit of and shall be enforceable by Seller, its successors, endorsees and assigns. As used herein, the singular shall include the plural, and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

16. The term “ Seller” whenever used herein refers to and means the Seller specifically named in the Agreement and also any assignee of said Seller , whether by outright assignment or by assignment for security, and also any successor to the interest of said Seller or of any assignee in the Agreement or any part thereof, whether by assignment or otherwise.

19. The term “ Buyer” whenever used herein refers to and means the Buyer in the Agreement specifically named and also any assignee or any successor to the interests of said Buyer, assignee or sublessee of the Property or any part thereof, whether by assignment, lease or otherwise.

20. In case suit is brought because of the breach of any agreement or obligation contained in this Guaranty, and a breach is established, the prevailing party shall be entitled to recover all expenses incurred in connection with such suit, including reasonable attorneys’ fees.

21. Any action to declare or enforce any rights or obligations under this Guaranty may be commenced by Seller in the Superior Court of the county in which the Property is situated.

Guarantor hereby consents to the jurisdiction of such court for such purposes and agrees that any notice, complaint or other legal process therein may be delivered to Guarantor in accordance with the above notice provisions and that any notice, complaint or other legal process so delivered shall constitute adequate notice and service of process for all purposes and shall subject Guarantor to the jurisdiction of such court for purposes of adjudicating any matter related to this Guaranty.

22. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GUARANTOR AND

SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE

RIGHT EITHER OF THEM OR THEIR HEIRS, PERSONAL REPRESENTATIVES,

SUCCESSORS OR ASSIGNS MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY

LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY

OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION

HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. If the ju ry waiver set forth in this section is not enforceable, then any claim or cause of action arising out of or relating to this Guaranty shall be resolved by judicial reference pursuant to Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the

parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the Superior Court of the county in which the Property is situated. This section shall not restrict Seller from exercising pre-judgment remedies under applicable law.

23. This Guaranty shall be governed and construed in accordance with the laws of the State of California.

24. Every provision of this Guaranty is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

25. This Guaranty may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same Guaranty with the same effect as if all parties had signed the same signature page. Any signature page of this Guaranty may be detached from any counterpart of this Guaranty and re -attached to any other counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.

26. No failure or delay on the part of Seller to exercise any power, right or privilege under this Guaranty shall impair any such power, right or privilege, or be construed to be a waiver of any event of default or any acquiescence therein, nor shall any single or partial exercise of such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

27. This Guaranty shall constitute the entire agreement between Guarantor and the Seller with respect to the subject matter hereof. No provision of this Guaranty or right of Seller hereunder may be waived nor may Guarantor be released from any obligation hereunder except by a writing duly executed by an authorized officer, director or trustee of Seller.

28. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Seller under the Agreement; provided however, that this Guaranty shall automatically expire and be surrendered to Guarantor by Seller when grading, site preparation, and off -site work for the Project Site is deemed complete, as signified by when permit for such work is “closed” by Seller, in the exercise of Governmental Authority, following its inspection and certification that said work is complete in accordance with the permits issued.

29. The liability of Guarantor and all rights, powers and remedies of Seller hereunder and under any other agreement now or at any time hereafter in force between Seller and Guarantor relating to the Agreement shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Seller by law. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Guarantor, hereby waives any covenants to the maximum extent permitted by law not to assert any defense in the nature of splitting of causes of action or merger of judgments.

[signature on following page]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year firs written above.

AGUA CANYON 1, LLC,
a California limited liability company,

By:

Name:

Its:

EXHIBIT J – Purchase Agreement
Attach Buyer Parcel Lease

City of Buena Park
City Council Regular Meeting Agenda Report

DISCUSS AND PROVIDE DIRECTION REGARDING THE DEVELOPMENT IMPACT FEE DRAFT REPORT This Item is to discuss the methodologies and recommendations from the Development Impact Fee Study conducted by Willdan Financial Services.

Meeting
Tuesday, May 14, 2024, 5:00 PM
Agenda Group
STUDY SESSION Item: 9A
Presented By
Mina Mikhael, Director of Public Works/City Engineer
Prepared By
Mina Mikhael, Director of Public Works/City Engineer
Approved By
Aaron France, City Manager

DISCUSSION
On June 27, 2023, the City Council approved a contract with Willdan Financial Services to conduct a comprehensive Development Impact Fee Study (DIF) for the City. Development impact fees are a one-time charge to new development imposed under the California Mitigation Fee Act. Under the California Mitigation Fee Act (Government Code 66000 et seq), the city is authorized to impose impact fees on new development projects to pay for the infrastructure and facilities needed to accommodate the new developments. Impact fees must be adopted based on findings of a reasonable relationship between the development paying the fee, the size of the fee, and the use of fee revenues. Currently, the City has two development impact fees, a park-in-lieu fee, which was first adopted in 1991 and later updated in 2002, and a traffic impact fee, which was first adopted in 1993 and has never been updated. The objective of the development impact fee study is to identify the financial impact future developments will have on public services and infrastructure and ensure new developments pay the proportional costs associated with the City's growth. This report calculates and presents recommended amendments and additions to development impact fees that will enable the city to expand its inventory of public facilities as new developments create more demands for service.

The City utilizes its Capital Improvement Plan (CIP) to identify projects to improve public facilities, address maintenance issues, and facility capacity concerns or limitations. The CIP includes projects that improve parks, utility improvements, and streets among other capital projects. The development impact fees collected for new developments support the funding sources used to fund these projects. For example, park-in-lieu fees are collected upon building permit issuance for all new residential dwelling units in the City. The park in-lieu funds collected are used towards park improvements. Similarly, traffic impact fees are collected based on the net increase in the number of vehicle trips a business or use generates. The traffic impact fees are used to enhance the City’s transportation systems.

In addition to reviewing the amount and calculation methodology for the City’s current impact fees, Willdan also studied and provided recommendations on other eligible development impact fees that the City should consider. These new development impact fees include an affordable housing in-lieu fee, water impact fee, and sewer impact fee.

Affordable Housing In-Lieu Fee
The 2021-2029 General Plan Housing Element required the city to plan for the development of 8,919 new residential units in the City over the eight-year housing cycle. Approximately 50% of the required units must be for affordable housing at various income levels. The primary method utilized by the City to accomplish this was the creation of a Housing Incentive Overlay that allows specified non-residentially-zoned properties to be redeveloped with residential or mixed-use residential developments in exchange for providing a percentage of those new units as affordable housing. While developers will be Attachments
Buena Park - Development Impact Fee Nexus Study Update - Final Draft - 5-1-24.pdf required to construct a majority of the affordable units within the proposed development, the creation of an affordable housing in-lieu fee will allow some flexibility for developers wishing to make an in-lieu payment instead of constructing the units. The proposed affordable housing in-lieu fee is not charged under the Mitigation Fee Act, but is rather an expression of the City's land use regulation and authority to enhance the public welfare. This fee was determined based on an analysis of household income and spending generated by the new market rate households renting or buying new units in Buena Park.

The affordable housing in-lieu fee represents the difference between what new households can afford to pay and the cost of developing modest housing units to accommodate lower income households. The analysis determined the housing impact fee to be charged on new rental and for-sale housing to mitigate impacts on affordable housing needs.

Water and Sewer Impact Fees
The study also examined and recommended Water and Sewer impact fees. While the City operates these utilities under enterprise funds, there are additional projects needed to accommodate demand from new development. These higher demands are anticipated over a 10-year period and cannot be factored in the enterprise funds. Thus, the study recommends impact fees for these utilities given the higher demands on the City's water and sewer utility systems. These impact fees will assist the CIP in planning for expansions of current facilities to serve new the developments.

This Development Impact Fee report uses the most current growth forecasts and CIP plans to update the City's existing fee program to ensure that the fee program accurately represents the facility needs resulting from new development. The study updates and identifies the maximum justified park-in-lieu and traffic impact fees, as well as the maximum justified fees for three new fee categories (water, sewer, and affordable housing).

The purpose of this study session is to present the findings of the Development Impact Fee study and seek City Council direction regarding the implementation of the fees discussed in the report. Should the City Council wish to proceed, this item will be noticed pursuant to the Government Code requirements for fee adoption at a future public meeting.

CITY OF BUENA PARK

DEVELOPMENT IMPACT FEE UPDATE
STUDY

FINAL DRAFT

MAY 1, 2024

Oakland Office Corporate Office Other Regional Offices
66 Franklin Street 27368 Via Industria Aurora, CO
Suite 300 Suite 200 Orlando, FL
Oakland, CA 94607 Temecula, CA 92590 Phoenix, AZ
Tel: (510) 832-0899 Tel: (800) 755-6864 Plano, TX
Fax: (888) 326-6864 Seattle, WA
Washington, DC
www.willdan.com

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TABLE OF CONTENTS
EXECUTIVE SUMMARY .......................................................................... 3 Background and Study Objectives 3
Facility Standards and Costs 3
Use of Fee Revenues 4
Development Impact Fee Schedule Summary 4
Other Funding Needed 5

1. INTRODUCTION ........................................................................... 7 Public Facilities Financing in California 7
Study Objectives 7
Fee Program Maintenance 8
Study Methodology 8
Types of Facility Standards 8
New Development Facility Needs and Costs 9
Organization of the Report 10

2. GROWTH FORECASTS ............................................................... 11 Land Use Types 11
Impact Fees for Accessory Dwelling Units 11
Existing and Future Development 12
Occupant Densities 13

3. PARKS AND RECREATION FACILITIES ........................................... 15 Service Population 15
Existing Park and Recreation Facilities Inventory 15
Parkland and Park Facilities Unit Costs 17
Park Facility Standards 18
Quimby Act Standard 18
City of Buena Park Parkland Facilities Standards 18
Facilities Needed to Accommodate New Development 19
Parks and Recreation Facilities Cost per Capita 20
Use of Fee Revenue 21
Fee Schedule 21

4. TRANSPORTATION FACILITIES ..................................................... 23 Trip Demand 23
Trip Demand Growth 24
Planned Facilities 25
Fee per Trip Demand Unit 27
Fee Schedule 27

5. WATER FACILITIES .................................................................... 29 Water Demand 29
City of Buena Park Development Impact Fee Nexus Study Update ii

EDU Generation by New Development 29
Facility Needs and Costs 30
Cost per EDU 32
Fee Schedule 32

6. SEWER FACILITIES .................................................................... 34 Sewer Demand 34
EDU Generation by New Development 34
Facility Needs and Costs 35
Cost per EDU 37
Fee Schedule 37

7. AFFORDABLE HOUSING IN-LIEU FEE ........................................... 39 Nexus Approach 39
Housing Affordability in Buena Park 39
Market Rate Rents 39
Market Rate Housing Affordability 40
Market Rate Prototypes and Gross Income 42
Market Rate Rental Prototype 42
Market Rate For Sale Prototype 43
Aggregate Income 44
Induced Employment Impacts 44
Affordable Housing Development Costs 47
Affordability Gap and Maximum Fee Calculation 47

8. AB 602 REQUIREMENTS ............................................................ 49 Compliance with AB 602 49
66016.5. (a) (2) - Level of Service 49
66016.5. (a) (4) – Review of Original Fee Assumptions 49 66016.5. (a) (5) – Residential Fees per Square Foot 50
66016.5. (a) (6) – Capital Improvement Plan 50

9. IMPLEMENTATION ...................................................................... 51 Impact Fee Program Adoption Process 51
Inflation Adjustment 51
Reporting Requirements 51
Programming Revenues and Projects with the CIP 53

10. MITIGATION FEE ACT FINDINGS .................................................. 54 Purpose of Fee 54
Use of Fee Revenues 54
Benefit Relationship 54
Burden Relationship 55
Proportionality 55

3 Executive Summary
This report summarizes an analysis of development impact fees needed to support future development in the City of Buena Park through 2045. It is the City’s intent that the costs representing future development’s share of public facilities and capital improvements be imposed on that development in the form of a development impact fee, also known as a public facilities fee. The public facilities and improvements included in this analysis are divided into the fee categories listed below:
• Parks
• Transportation
• Water
• Sewer
• Affordable Housing In-Lieu
Background and Study Objectives
The primary policy objective of a development impact fee program is to ensure that new development pays the capital costs associated with growth. Although growth also imposes operating costs, there is not a similar system to generate revenue from new development for services. The primary purpose of this report is to calculate and present fees that will enable the City to expand its inventory of public facilities , as new development creates increases in service demands.

The City collects public facilities fees under authority granted by the Mitigation Fee Act (the Act), contained in California Government Code Sections 66000 et seq . Th is report provides the necessary findings required by the Act for adoption of the fees presented in the fee schedules contained herein.

The City programs development impact fee-funded capital projects through its Capital Improvement Plan (CIP). Using a CIP allows the City to identify and direct its fee revenue to public facilities projects that will accommodate future growth. By programming fee revenues to specific capital projects, the City can help ensure a reasonable relationship between new development and the use of fee revenues as required by the Mitigation Fee Act.

The water and sewer facilities impact fees are new fees that are not currently charged by the City.

If adopted by the City Council, these fees would provide a funding source from new development to fund its proportional share of capacity expanding water and sewer facilities.

The affordable housing in-lieu fees are not charged under the Mitigation Fee Act, rather, they are an expression of the City’s land use regulation authority to enhance the public welfare.

The affordable housing nexus analysis examines the household income and spending generated by the new market rate households renting or buying new units in Buena Park. Using the IMPLAN economic model, the household spending associated with new development is translated into new induced job growth. These induced jobs will be at various wage rates; though many induced jobs will earn lower wages. Low-wage households cannot reasonably afford to pay for market rate housing in Buena Park. Consequently, an affordable housing in-lieu fee can be justified to bridge the difference between what these new households can afford to pay and the cost of developing modest housing units to accommodate lower income households associated with induced job growth.

Facility Standards and Costs
There are three approaches used to calculate facilities standards and allocate the costs of planned facilities to accommodate growth in compliance with the Mitigation Fee Act requirements in this study.

City of Buena Park Development Impact Fee Nexus Study Update 4 The existing inventory approach is based on a facility standard derived from the City’s existing level of facilities and existing demand for services. This approach results in no facility deficiencies attributable to existing development. This approach is often used when a long -range plan for new facilities is not available. Future facilities to serve growth will be identified through the City’s annual CIP and budget process and/or completion of a new facility master plan. This approach is used to calculate the parks and recreation facilities fees in this report.

The planned facilities approach allocates costs based on the ratio of planned facilities that serve new development to the increase in demand associated with new development. This approach is appropriate when specific planned facilities that only benefit new development can be identified, or when the specific share of facilities benefiting new development can be identified. Examples include street improvements to avoid deficient levels of service or a sewer trunk line extension to a previously undeveloped area. This approach is used for the water, transportation, and sewer facilities fees in this report.

The system plan approach is based on a master facility plan in situations where specific needed facilities serve both existing and new development. This approach allocates existing and planned facilities across existing and new development to determine new development’s fair share of facility needs. This approach is used when it is not possible to differentiate the benefits of new facilities between new and existing development. This approach is not used in this report.

Use of Fee Revenues
Impact fee revenue must be spent on new facilities or expansion of current facilities to serve new development. Facilities can be generally defined as capital acquisition items with a useful life greater than five years. Impact fee revenue can be spent on capital facilities to serve new development, including but not limited to land acquisition, construction of buildings, construction of infrastructure, the acquisition of vehicles or equipment , information technology, software licenses and equipment.

In that the City cannot predict with certainty how and when development within the City will occur during the planning horizon assumed in this study, the City may need to update and revise the project lists funded by the fees documented in this study. Any substitute projects should be funded within the same facility category, and the substitute projects must still benefit and have a relationship to new development. The City could identify any changes to the projects funded by the impact fees when it updates the CIP. The impact fees could also be updated if significant changes to the projects funded by the fees are anticipated.

Development Impact Fee Schedule Summary
Table E.1 summarizes the development impact fees that meet the City’s identified needs and comply with the requirements of the Mitigation Fee Act.

City of Buena Park Development Impact Fee Nexus Study Update 5 E.1: Maximum Justified Development Impact Fee Schedule Land Use Parks Transportation Water Sewer Total
Residential - per Sq. Ft. 10.47$ 0.11$ 0.27$ 0.24$ 11.09$ Nonresidential - per Sq. Ft.

Commercial -$ 0.31$ 0.21$ 0.20$ 0.72$ Office - 0.32 0.05 0.32 0.69 Industrial - 0.19 0.05 0.24 0.48 Sources: Tables 3.8, 4.5, 5.5, and 6.5.
1 Mitigation Fee Act fee for infill development show n. Development occurring in subdivisions subject to Quimby Act fee in-lieu of dedication at $18.48 per square foot. Refer to Table 3.8 for more information.

Table E.2 displays the maximum justified affordable housing in -lieu fee schedule for rental and ownership residential dwelling units, per square foot.

Fee per
Square
Foot
Maximum Impact Fee per Square Foot- New Rental Unit 99.59$ Maximum Impact Fee per Square Foot - New For Sale Unit 107.16 Source: Table 7.11
Table E.2: Maximum Justified Affordable Housing In-
Lieu Fee Schedule

Other Funding Needed
Impact fees may only fund the share of public facilities related to new development in Buena Park. They may not be used to fund the share of facility needs generated by existing development or by development outside of the City. As shown in Table E.3, approximately $31.8 million in additional funding will be needed to complete the facility projects the City currently plans to develop if fees are adopted at the maximum justified fee level . The “ Additional Funding Required” column shows non-impact fee funding required to fund a share of the improvements partially funded by impact fees. Non-fee funding is needed because these facilities are needed partially to remedy existing deficiencies and partly to accommodate new development. To the extent that the City adopts fees that are lower than the maximum justified amount, the non -fee funding requirements may increase, depending on the fee category and methodology.

The City will need to identify alternative funding sources to fund existing development’s share of the planned facilities. Potential sources of revenue include but are not limited to existing or new general fund revenues, existing or new taxes, special assessments, and grants.

City of Buena Park Development Impact Fee Nexus Study Update 6 Table E.3: Non-Impact Fee Funding Required
Fee Category
Total Project
Cost
Development
Fee Revenue
Additional
Funding
Required
Parks 147,005,000$ 147,005,000$ -$
Transportation 10,944,497 2,823,680 8,120,817 Water 17,050,580 4,381,999 12,668,581
Sewer 15,573,360 4,559,604 11,013,756
Total 190,573,437$ 158,770,283$ 31,803,154$
Sources: Tables 3.6, 4.3, 5.3 and 6.3

7 1. Introduction
This report presents an analysis of the need for public facilities to accommodate new development in the City of Buena Park . This chapter provides background for the study and explains the study approach under the following sections:
▪ Public Facilities Financing in California;
▪ Study Objectives;
▪ Fee Program Maintenance;
▪ Study Methodology; and
▪ Organization of the Report.

Public Facilities Financing in California
The changing fiscal landscape in California during the past 45 years has steadily undercut the financial capacity of local governments to fund infrastructure. Three dominant trends stand out:
▪ The passage of a string of tax limitation measures, starting with Proposition 13 in 1978 and continuing through the passage of Proposition 218 in 1996; ▪ Declining popular support for bond measures to finance infrastructure for the next generation of residents and businesses; and
▪ Steep reductions in federal and state assistance.

Faced with these trends, many cities and counties have had to adopt a policy of “growth pays its own way.” This policy shifts the burden of funding infrastructure expansion from existing ratepayers and taxpayers onto new development. This funding shift has been accomplished primarily through the imposition of assessments, special taxes, and development impact fees also known as public facilities fees. Assessments and special taxes require the approval of property owners and are appropriate when the funded facilities are directly related to the developing property. Development impact fees, on the other hand, are an appropriate funding source for facilities that benefit all development jurisdiction -wide. Development impact fees need only a majority vote of the legislative body for adoption.

Study Objectives
The primary policy objective of a public facilities fee program is to ensure that new development pays the capital costs associated with growth. Mobility Implementation Program M-22 of the City’s General Plan states: “ Periodically evaluate development impact fees to ensure that circulation infrastructure funding required of new development or redevelopment projects is adequate to improve and/or maintain Buena Park’s circulation system to meet Level of Service standards .” The primary purpose of this report is to establish new impact fees and update the City’s existing impact fees based on the most current available facility plans and growth projections. The maximum justified fees will enable the City to expand its inventory of public facilities as new development leads to increases in service demands. This report supports the General Plan policies stated above.

The City collects public facilities fees under authority granted by the Mitigation Fee Act (the Act) , contained in California Government Code Sections 66000 et seq. Th is report provides the necessary findings required by the Act for adoption of the fees presented in the fee schedules presented in this report.

City of Buena Park Development Impact Fee Nexus Study Update 8 Buena Park is forecast to see moderate growth through this study’s planning horizon of 2045.

This growth will create an increase in demand for public services and the facilities required to deliver them. Given the revenue challenges described above, Buena Park has decided to continue to use a development impact fee program to ensure that new development funds its share of facility costs associated with growth. This report makes use of the latest growth forecasts and facility plans to update the City’s existing fee program to ensure that the fee program accurately represents the facility needs resulting from new development.

Fee Program Maintenance
Once a fee program has been adopted it must be properly maintained to ensure that the revenue collected adequately funds the facilities needed by new development. To avoid collecting inadequate revenue, the inventories of existing facilities and costs for planned facilities must be updated periodically for inflation, and the fees recalculated to reflect the higher costs. The use of established indices for each facility included in the inventories (land, building s, and equipment), such as the California Construction Cost Index, is necessary to accurately adjust the impact fees.

For a list of recommended indices, see Chapter 9.

While fee updates using inflation indices are appropriate for annual or periodic updates to ensure that fee revenues keep up with increases in the costs of public facilities, it is recommended to conduct more extensive updates of the fee documentation and calculation (such as this study) when significant new data on growth forecasts and/or facility plans become available. For further detail on fee program implementation, see Chapter 9.

Study Methodology
Development impact fees are calculated to fund the cost of facilities required to accommodate growth. The six steps followed in this development impact fee study include:

1. Estimate existing development and future growth: Identify a base year for existing development and a growth forecast that reflects increased demand for public facilities;

2. Identify facility standards: Determine the facility standards used to plan for new and expanded facilities;

3. Determine facilities required to serve new development: Estimate the total amount of planned facilities, and identify the share required to accommodate new development;

4. Determine the cost of facilities required to serve new development: Estimate the total amount and the share of the cost of planned facilities required to accommodate new development;

5. Calculate fee schedule: Allocate facilities costs per unit of new development to calculate the development impact fee schedule; and

6. Identify alternative funding requirements: Determine if any non -fee funding is required to complete projects.

The key public policy issue in development impact fee studies is the identification of facility standards (step #2, above). Facility standards document a reasonable relationship between new development and the need for new facilities. Standards ensure that new development does not fund deficiencies associated with existing development.

Types of Facility Standards
There are three separate components of facility standards:

City of Buena Park Development Impact Fee Nexus Study Update 9 ▪ Demand standards determine the amount of facilities required to accommodate growth, for example, park acres per thousand residents, square feet of library space per capita, or gallons of water per day. Demand standards may also reflect a level of service such as the vehicle volume-to-capacity (V/C) ratio used in traffic planning. ▪ Design standards determine how a facility should be designed to meet expected demand, for example, park improvement requirements and technology infrastructure for City office space. Design standards are typically not explicitly evaluated as part of an impact fee analysis but can have a significant impact on the cost of facilities. Our approach incorporates the cost of planned facilities built to satisfy the City’s facility design standards.
▪ Cost standards are an alternate method for determining the amount of facilities required to accommodate growth based on facility costs per unit of demand. Cost standards are useful when demand standards were not explicitly developed for the facility planning process. Cost standards also enable different types of facilities to be analyzed based on a single measure (cost or value ) and are useful when different facilities are funded by a single fee program. Examples include facility costs per capita, cost per vehicle trip, or cost per gallon of water per day.

New Development Facility Needs and Costs
A number of approaches are used to identify facility needs and costs to serve new development.

This is often a two -step process: (1) identify total facility needs, and (2) allocate to new development its fair share of those needs.

There are three common methods for determining new development’s fair share of planned facilities costs in this study: the existing inventory method, the planned facilities method, and the system plan method. Often the method selected depends on the degree to which the community has engaged in comprehensive facility master planning to identify facility needs.

The formula used by each approach and the advantages and disadvantages of each method is summarized below:

Existing Inventory Method
The existing inventory method allocates costs based on the ratio of existing facilities to demand from existing development as follows:

Current Value of Existing Facilities
Existing Development Demand
Under this method new development will fund the expansion of facilities at the same standard currently serving existing development. The existing inventory method results in no facility deficiencies attributable to existing development. This method is often used when a long -range plan for new facilities is not available. Future facilities to serve growth are identified through an annual CIP and budget process, possibly after completion of a new facility master plan. This approach is used to calculate the parks and recreation facilities fees in this report.

Planned Facilities Method
The planned facilities method allocates costs based on the ratio of planned facility costs to demand from new development as follows:

Cost of Planned Facilities
New Development Demand
This method is appropriate when planned facilities will entirely serve new development, or when a fair share allocation of planned facilities to new development can be estimated. An example of the former is a Wastewater trunk line extension to a previously undeveloped area. An example of the = cost per unit of demand
= cost per unit of demand
City of Buena Park Development Impact Fee Nexus Study Update 10 latter is expansion of an existing library building and book collection, which will be needed only if new development occurs, but which, if built, will in part benefit existing development, as well .

Under this method new development will fund the expansion of facilities at the standards used in the applicable planning documents. This approach is used for the water , transportation, and sewer facilities fees in this report.

System Plan Method
This method calculates the fee based on the value of existing facilities plus the cost of planned facilities, divided by demand from existing plus new development:

Value of Existing Facilities + Cost of Planned Facilities Existing + New Development Demand
This method is useful when planned facilities need to be analyzed as part of a system that benefits both existing and new development. It is difficult, for example, to allocate a new fire station solely to new development when that station will operate as part of an integrated system of fire stations that together achieve the desired level of service.

The system plan method ensures that new development does not pay for existing deficiencies.

Often facility standards based on policies such as those found in Comprehensive Plans are higher than the existing facility standards. This method enables the calculation of the existing deficiency required to bring existing development up to the policy -based standard. The local agency must secure non -fee funding for that portion of planned facilities required to correct the deficiency to ensure that new development receives the level of service funded by the impact fee.

This approach is not used in this report.

Organization of the Report
The determination of a public facilities fee begins with the selection of a planning horizon and development of growth projections for population and employment. These projections are used throughout the analysis of different facility categories and are summarized in Chapter 2.

Chapters 3 through 7 identify facility standards and planned facilities, allocate the cost of planned facilities between new development and other development, and identify the appropriate development impact fee for each of the following facility categories:
▪ Parks
▪ Transportation
▪ Water
▪ Sewer
▪ Affordable Housing In-Lieu
Chapter 8 describes how this nexus studies complies with the requirements of AB 602.

Chapter 9 details the procedures that the City must follow when implementing a development impact fee program. Impact fee program adoption procedures are found in California Government Code Sections 66016 through 66018.

The five statutory findings required for adoption of the maximum justified public facilities fees in accordance with the Mitigation Fee Act are documented in Chapter 10. = cost per unit of demand

11 2. Growth Forecasts
Growth projections are used as indicators of demand to determine facility needs and allocate those needs between existing and new development. This chapter explains the source for the growth projections used in this study based on a 2023 base year and a planning horizon of 2045.

Estimates of existing development and projections of future growth are critical assumptions used throughout this report. These estimates are used as follows:
▪ The estimate of existing development in 2023 is used as an indicator of existing facility demand and to determine existing facility standards. ▪ The estimate of total development at the 2045 planning horizon is used as an indicator of future demand to determine total facilities needed to accommodate growth and remedy existing facility deficiencies, if any. ▪ Estimates of growth from 2023 through 2045 are used to (1) allocate facility costs between new development and existing development, and (2) estimate total fee revenues.

The demand for public facilities is based on the service population , dwelling units or nonresidential development creating the need for the facilities.

Land Use Types
To ensure a reasonable relationship between each fee and the type of development paying the fee, growth projections distinguish between different land use types. The land use types for which impact fees have been calculated for are defined below. ▪ Residential Dwelling Units: All residential dwelling units, including detached and attached one -unit dwellings and all multifamily dwellings including apartments, duplexes and condominiums. Fees are charged based on livable square feet in each unit.
▪ Commercial: All commercial, retail, educational, and service development. ▪ Office: All general, professional, and medical office development. ▪ Industrial: All warehouse, distribution, manufacturing, and other industrial development.

Some developments may include more than one land use type, such as a mixed-use development with both residential and commercial uses. In those cases, the facilities fee would be calculated separately for each land use type.

The City has the discretion to determine which land use type best reflects a development project’s characteristics for purposes of imposing an impact fee and may adjust fees for special or unique uses to reflect the impact characteristics of the use . If a project results in the intensification of use, at its discretion, the City can charge the project the difference in fees between the existing low intensity use and the future high intensity use.

Impact Fees for Accessory Dwelling Units
The California State Legislature recently amended requirements on local agencies for the imposition of development impact fees on accessory dwelling units (ADU) with Assembly Bill AB 68 in 2021. The amendment to California Government Code §65852.2(f)(2) stipulates that local agencies may not impose any impact fees on ADU less than 750 square feet. ADU greater than 750 square feet can be charged impact fees in proportion to the size of the primary dwelling unit.

City of Buena Park Development Impact Fee Nexus Study Update 12 Calculating Impact Fees for Accessory Dwelling Units For ADUs greater than 750 square feet, impact fees can be charged as a percentage of the single family impact fee. The formula is:

𝐴𝐷𝑈 𝑆𝑞𝑢𝑎𝑟𝑒 𝐹𝑒𝑒𝑡
𝑃𝑟𝑖𝑚𝑎𝑟𝑦 𝑅𝑒𝑠𝑖𝑑𝑒𝑛𝑐𝑒 𝑆𝑞𝑢𝑎𝑟𝑒 𝐹𝑒𝑒𝑡 × 𝑆𝑖𝑛𝑔𝑙𝑒 𝐹𝑎𝑚𝑖𝑙𝑦 𝐼𝑚𝑝𝑎𝑐𝑡 𝐹𝑒𝑒 = 𝐴𝐷𝑈 𝐼𝑚𝑝𝑎𝑐𝑡 𝐹𝑒𝑒

In the case of a n 800 square foot ADU and a 1,600 square foot primary r esidence, the impact fees would be 50 percent (800 square feet / 1,600 square feet = 50% ) of the single family dwelling unit fee.

Existing and Future Development
Table 2.1 shows the estimated number of residents, dwelling units, employees, and building square feet in Buena Park , both in 2023 and in 2045. The base year estimates of household residents and dwelling units comes from the California Department of Finance . The 2045 projection of residents was based on an increase of 8,919 dwelling units identified in the City’s Housing Element, multiplied by assumptions of residents per dwelling unit for single family (3.42) and multifamily units (2.79) calculated using the latest American Community Survey data . It assumes that the same ratio of single family to multifamily will be maintained as development occurs.

Base year employees were estimated based on the latest data from the US Census’ OnTheMap application and exclude 762 local government (public administration) employees. Total projected workers in 2045 are identified the Southern California Association of Governments (SCAG) Connect SoCal Demographics and Growth Forecast Technical Report, September 3, 2020 . The proportion of workers by land use is held consistent with current estimates. The estimates of nonresidential building square feet were estimated by dividing employee counts by the occupancy density factors presented in the following table.

City of Buena Park Development Impact Fee Nexus Study Update 13 Table 2.1: Existing and New Development
2023 2045 Increase
Residents 1 82,535 110,866 28,331
Dwelling Units2
Single Family 17,113 23,013 5,900
Multifamily 8,755 11,774 3,019
Total 25,868 34,787 8,919

Employment 3
Commercial 14,147 19,110 4,963
Office 8,056 10,882 2,826
Industrial 6,076 8,208 2,132
Total 28,279 38,200 9,921
Building Square Feet (000s)4
Commercial 6,673 9,014 2,341
Office 2,471 3,338 867
Industrial 5,238 7,076 1,838
Total 14,382 19,428 5,046
1 Current household population from California Department of Finance.

Projection based on increase of 8,919 dw elling units from Housing Element, multiplied by assumptions of residents per dw elling unit for single family (3.41) and multifamily units (2.72) calculated using the latest American Community Survey data.
2 Current values from California Department of Finance. Increase of 8,919 dw elling units identified in Housing Element. Assumes same ratio of single to multifamily w ill be maintained as development occurs.
4 Estimated building square feet calculated based on increase of employees and density factors in Table 2.2.
3 Current estimates of primary jobs from the US Census' OnTheMap.

Projection based on Connect SoCal Grow th Forecast. Assumes current ratio among land uses w ill be maintained.

Sources: California Department of Finance, Table E-5, 2023; Southern California Association of Governments (SCAG) Connect SoCal Demographics and Grow th Forecast Technical Report, September 3, 2020; Buena Park 2021-2029 Housing Element; OnTheMap Application, http://onthemap.ces.census.gov; Table 2.2, Willdan Financial Services.

Occupant Densities
All fees in this report are calculated based on dwelling units or building square feet. Occupant density assumptions ensure a reasonable relationship between the size of a development project, the increase in service population associated with the project, and the amount of the fee.

Occupant densities (residents per dwelling unit or workers per building square foot) are the most appropriate characteristics to use for most impact fees. The fee imposed should be based on the land use type that most closely represents the probable occupant density of the development.

The occupancy factors are shown in Table 2.2. The residential density factor is based on data for City of Buena Park Development Impact Fee Nexus Study Update 14 Buena Park from the 2022 U.S. Census’ American Community Survey across all dwelling units , the most recent data available. The nonresidential occupancy factors are derived from data from the Institute of Traffic Engineers Trip Generation Manual, 11th Edition.

Table 2.2: Occupant Density Assumptions
Residential - All Units 3.17 Residents per dwelling unit Nonresidential
Commercial 2.12 Employees per 1,000 square feet
Office 3.26 Employees per 1,000 square feet
Industrial 1.16 Employees per 1,000 square feet
Sources: U.S. Census Bureau, 2022 American Community Survey 5-Year Estimates, Tables B25024 and B25033; ITE Trip Generation Manual, 11th Edition; Willdan Financial Services.

15 3. Parks and Recreation Facilities
The purpose of the parks and recreation facilities impact fee is to fund the parks and recreation facilities needed to serve new development. The maximum justified impact fee is presented based on the existing standard of parks and recreation facilities per capita.

Service Population
Park and recreation facilities in Buena Park primarily serve residents. Therefore, demand for services and associated facilities is based on the City’s residential population. Table 3.1 shows the existing and future projected service population for park and recreation facilities.

Table 3.1: Park and Recreation
Facilities Service Population
Residents
Existing (2023) 82,535
New Development 28,331
Total (2045) 110,866
Source: Table 2.1.

Existing Park and Recreation Facilities Inventory
The City of Buena Park maintains several park and recreation facilities throughout the city. Table

3.2 summarizes the City’s existing parkland inventory. All facilities are located within the City limits. In total, the inventory includes a total of 122.95 acres of improved parkland.

Buena Park City CouncilMay 14, 2024

Buena Park City Council
May 14, 2024