Buena Park City Council
February 24, 2026

a. Homeless Diversion
The Shelter Operator includes homeless diversion screening at the point of intake to ensure that those with alternative resources will not be accessing the homeless system. If clients identify at intake that they have a viable housing alternative to the shelter, The Operator can provide resources to connect the client to that alternative.

The Shelter Operator utilizes all available resources to offer successful diversion assistance and, if they cannot provide the assistance themselves, call on other agencies within the Continuum of Care.

b. Coordination with Family Shelter Programs
As a frontline strategy, the Shelter Operator works with family shelters and other agencies to redirect any families who may arrive seeking shelter at Buena Park Navigation Center.

c. Coordination and Transitional and Bridge Housing providers The Shelter Operator works with other service providers to utilize Transitional and/or Bridge Housing vacancies when available. This form of housing can be utilized by returning clients who have been matched with a housing opportunity and will soon move into permanent housing. This strategy will increase the Program’s bed turnover rate as clients are successfully matched to alternate housing opportunities.

d. Coordination with other Year Round Emergency Shelter Program providers As more year round shelters come online, the Shelter Operator will partner with other providers and programs to redirect overflow to any additional shelter beds that may be available in the county.

2. Overflow Policies

The Bed Reservation System is designed to prevent and minimize overflow and capacity issues for the shelter. A daily bed utilization count ensures that the 149-bed capacity will be fulfilled each evening, as need for beds persist.

In the event of a community-wide natural disaster or in extreme weather situations deemed so by state, county, or city authority, the shelter will maintain its “no walk-up” policy. However, the following option could be utilized by the Operator:
• Utilize alternative locations (churches) for additional beds that may accommodate homeless without a bed reservation during inclement weather or disaster. (Note that this option has budget implications/funding considerations for local government agencies.)

D. Exit and Re-Admission

1. Exit and Readmission Policies

Clients are considered to have exited the program when they voluntarily leave or are exited from the shelter for safety or continual shelter violations, or find alternate housing.

Mercy House’s exit policy complies to Orange County’s Shelter Standard of Care. When a client exits of their own volition or is exited for shelter violations, the client may contact the Call Center to screen for readmission eligibility after the time designated by staff (on average after 30 days). Clients who self exit are eligible for return provided a bed is available. Each client’s actual length of exit will depend on the severity of the infraction or safety violations. The Shelter Operator is balanced in their approach to program exits and readmission policies as it pertains to violations of the program expectations.

The expectations include considerations for maintaining a safe and effective facility, safety for clients, volunteers, staff and the surrounding neighborhood. As written, they demonstrate compassion toward both homeless individuals who face increasingly vulnerable situations if forced to exit from a shelter situation to places not suitable for human habitation, as well as the community in which the program operates.

Violations of these expectations are documented and tallied by use of a notice called an Action Plan. The intent of the action plan is to discuss with the violation with the guest to ensure they fully understand the expectation and why their behavior was a violation. Additionally, the guest has the opportunity to create a plan to avoid further violations. For most infractions of the program expectations, staff utilizes verbal warnings and Action Plans. After five (or three of the same) Action Plans a guest may be asked to leave.

Commented [CM15]: Consider language change: “
complies with County of Orange Standards of Care for
Emergency Shelter Providers and Operations”
Commented [CM16]: Delete ‘with’

Severe infractions include open alcohol or use of drugs on a shuttle, violent attacks/fights, possession of weapons, etc. The Shelter Operator maintains a zero tolerance policy towards violence, sexual misconduct, other criminal activity, and drugs and medications used or possessed beyond the scope permitted in the program’s Health Polices. These behaviors, when substantiated, may be grounds for immediate enrollment termination upon a first offense and a minimum of 30 days out-of- program prior to readmission eligibility.

Clients who use the facility, programs, and services in violation of a specific rule are obliged to adhere to those consequences. Depending on the circumstances, the consequences of these actions may also be subject to intervention by law enforcement, and if necessary, prosecution up to the limit of the law. To whatever extent is possible, when a client exits the program, Mercy House will work with them to create an exit plan which can include referrals to other services that they are eligible for, potentially including other shelters in the North SPA.

2. Exit Procedures

When a client is asked to exit due to repeated violations of the program expectations, violence, or criminal activity, security escorts the person out of the building and staff provides transportation to one of the approved drop-off locations out of the surrounding area. In the event that an exited person refuses transportation off-site, they are advised once again of the Good Neighbor Policy and reminded that any incidents in the surrounding area may affect their ability to reenroll. Staff and security closely monitor any clients who leave by foot or bicycle until they are out of the immediate surrounding area.

E. Housing Navigation Services Policy

Upon entering the shelter, each client is assigned a Housing Navigator. The primary function of the Housing Navigator is to work side-by-side with the client to create a pathway toward permanent housing opportunities, with the ultimate goal of ending their homelessness within a 30-day timeframe. Additionally, the Housing Navigator provides resources and support to the client during their stay, including encouraging them to access any and all services provided on-site.

The Housing Navigator ensures that all clients who agree and do not have other housing opportunities are entered into the Coordinated Entry System for a potential housing intervention opportunity.

Together, each Housing Navigator works with the client to complete a personalized Housing Plan which will guide their efforts toward securing permanent housing opportunities. Meeting with the client weekly the Housing Navigator documents their progress towards the actions outlined in the Housing Plan.

Housing Navigators assist clients obtain the necessary documentation to move forward in their housing connection process, once matched to permanent housing opportunities by Coordinated Entry.

Additionally, Housing Navigators will work with clients to provide referrals to on-site services as well as any community referrals that may be helpful necessary.

1. Documentation of Housing Navigation Services and Data Security Policies

The Housing Navigators keep case notes in both hard copy paper files and in the HMIS database to track every client’s progress and participation in Buena Park Navigation Center. These files are also used to track the resources and referrals given, support rendered, and any Action Plans the client may accrue. Outcomes are recorded at exit and throughout participation in the program.

Paper files are stored in a secure locked location, only accessible by necessary staff.

The Shelter Operator uses HMIS as its primary database and ensures that every client completes and signs an OC HMIS Client Consent Form upon entry into the program. Any client who refuses consent is entered into HMIS with a simple identifier Commented [BR17]: Should we consider adding that if a
client has MediCal that the housing navigator should explain the benefits of enrolling in Cal Aim and assist them with this if needed?
Commented [CM18R17]: Due to rapidly approaching
changes regarding MediCal qualification/benefits
recommend revising language below which is non-specific to programs/services available.

Commented [CM19]: Revise language: “the Housing
Navigator provides resources and support to the client
during the stay, including encouraging them to access any and all services applicable and available for the client.”

only. A Data Specialist works with the Housing Navigators to ensure optimum collection of all HUD Data standards as required by the HMIS system.

The Shelter Operator has a policy restricting computer access records and client information to authorized staff. All staff computers, database and HMIS access requires passwords by authorized users.

Disclosure of client information to other social service agencies may be permitted only with the client’s written consent, in the form of a Release/Authorization of Information. Disclosure of records relating to clients may be released without client consent in certain circumstances as required by law.

F. Daytime Program Policies

Clients enrolled at Buena Park Navigation Center may, but are not required to, leave the facility during the day. However, the Shelter Operator encourages all clients to stay on-site during the day and to take advantage of the on-site services and amenities provided to them during the daytime. Access to the dorms is limited during the day to encourage clients to become active participants of these activities, and to allow staff/security to clean and secure the dorms without client traffic.

At least two morning shuttles are available to clients who have a desire to leave the facility during the day for employment or personal appointments. At least two evening shuttles are also available to pick up any clients who have left and are returning for the night. Clients are allowed one leave, and one entry per day, unless allowed otherwise by the Management or Navigation Team.

If not utilizing the shuttle services, clients are encouraged to stay at the facility. Clients have access to any daytime services offered through the Buena Park Navigation Center partner organizations and are also able to meet with their assigned Housing Navigator on a weekly basis. They also have access to activities provided by shelter staff and volunteer organizations. Clients are welcome to enjoy the Commons Hall, Computer Lab, and designated outdoor spaces.

G. Multi-Service Center Program Policies

1. Outside Multi-Service Center Clients

Because the design of the Multi-Service Center is fully integrated with the general shelter, access is limited to the current clients of Buena Park Navigation Center.

2. Lead Agency Protocols

The role of the Shelter Operator is not to provide all of the supportive services offered at the Multi- Service Center but to recruit and manage a group of partner agencies specialized in providing an array of supportive services beneficial to clients of Buena Park Navigation Center.

The Shelter Operator ensures that the Multi-Service Center has flexible hours to allow clients to come before or after work, or alternatively, on the weekends if possible. The Shelter Operator also engages participation in and facilitates quarterly meetings of the Service Partner Advisory Board.

3. Requirements for Service Provider Partners

All service providers who desire to offer direct services at Buena Park Navigation Center must complete a formal Memorandum of Understanding (MOU) with the Shelter Operator before they can be added to the service calendar.

Responsibilities of the Service Provider Partners include, but are not limited to:
• Set and maintain their own appointment schedule with clients; • Provide clients with access to transportation to fulfill their scheduled appointments, if needed; • Ensure that all clients are aware of Multi-Service Center rules and enact appropriate enforcement of client shelter rules for their clients if and when necessary;
• Agree to share service output and outcome information • Communicate room reservation conflicts with Program staff in advance; • Respect, maintain and keep clean all areas of the Multi-Service Center; • Respect and cooperate with Shelter Operator staff, other service providers and clients; • Participate in quarterly Service Partner Advisory Board meetings and provide input to the improvement of Buena Park Navigation Center.
• Screen clients for eligibility (no sex offenses or felonies with open warrants will be allowed on- site).

H. Good Neighbor Policy – Community Coordination and Communications

1. Communications and Coordination with Neighborhood, Business and Public

The Shelter Operator is committed to communication with neighbors on an ongoing basis. As part of this commitment, the Shelter Operator has helped facilitate a number of Community Forums, prior to opening, and can facilitate additional forums if needed. These Community Forums have provided opportunities to answer any questions members of the surrounding community might have on the operation of Buena Park Navigation Center.

A public inquiry phone number and contact information will be posted. Community stakeholders may call this number for information about the site or to have any questions answered. The phone number exists as a resource for community members and will remain connected as long as the Program is open and operational. Any community complaints and/or inquiries about Buena Park Navigation Center are recorded and forwarded to the appropriate staff for prompt (60 minutes) investigation. The Shelter Operator is fully committed to an appropriate customer service response and considers the resolution of community complaints a high priority.

The Shelter Operator also maintains a website which includes important information for community stakeholders and clients alike. The website includes a “Frequently Asked Questions” section which helps to provide instant answers to community concerns. Additionally, the website includes a digital copy of the Shelter Operator’s full “Good Neighbor Policy” and “Management and Operational Plan” to be made accessible to the public.

Limited tours of the facility may be available on specific days by scheduling an appointment with the Operator and City.

The Shelter Operator has program brochures available on-site and is able to disseminate these resources to groups throughout the community. Information on the brochures highlights the various services at the facility as well as criteria for admission and eligibility. Volunteer, in-kind and donation opportunities are also listed for those who wish to support the program.

The Shelter Operator follows a specific set of media guidelines and has an appointed Public Relations team to handle all media requests. The Public Relations team is charged with ensuring that the public is regularly updated on the progress and successes of the shelter program through various local media outlets.

2. Communication and Coordination with Local Police and Fire Departments

The Shelter Operator is committed to communicating and working collaboratively with local police and fire departments through all stages of program implementation - from facility design to program execution. The intention of the Shelter Operator is to act as self-sufficiently as possible and minimize the shelter’s impact on the local police and fire departments.

This includes ensuring that staff and security are trained to properly manage and respond to an extensive array of difficult situations that may occur at shelter.

The Shelter Operator and site provides an array of services and support that are beneficial to local police and fire departments. These services include, but will not be limited, to:
● Staff and Security Officers stationed on-site 24 hours (and on-board the shuttle in evening hours); ● Designated beds reserved each night for law enforcement referrals (including percentage set- aside for the host city); ● An Outreach Team will monitor surrounding area to control issues of loitering, abandoned property, and other blight; ● Training opportunities on mental illness, homeless sensitivity or other topics of interest to supplement existing department trainings;
● Direct referral access to the Coordinated Entry system to assist local law enforcement officers connect homeless individuals with housing opportunities;
● Statistical reports on number of clients served, length of stay and/or demographic information.

3. Communications and Coordination with City, County, and Service Providers

Operation of Buena Park Navigation Center is for the public good and to move the homeless Continuum of Care system, as a whole, forward. As such, successful implementation of Buena Park Navigation Center requires the partnership of various stakeholders including the City, County and other Service Providers.

The Shelter Operator is committed to working cooperatively with numerous other service providers, community, and government organizations to serve the needs of the homeless population.

In order to effectively manage and operate a robust Multi-Service Center that provides an array of services for the shelter clients, the Shelter Operator demonstrates collaboration and willingness to engage other service providers.

Additionally, the Shelter Provider is responsive to and provides support to the City Manager or designee, in relation to the outcomes and operation of the program.

4. Policies for Community Involvement

The Shelter Operator is committed to active participation in city and county-wide community events. To the extent reasonable and feasible, representatives of the Shelter Operator attend meetings of the local Neighborhood Associations and local Chamber of Commerce when invited and communicates with neighborhood and business participants as needed.

5. Policies for Neighborhood Outreach Patrol

A staff-led Neighborhood Outreach Patrol assembles several times a week to monitor a 1/2-mile radius around the shelter perimeter. The role of this Outreach is to monitor, promote cleanliness, engage with neighbors, and enhance safety and community in the immediate vicinity.

Commented [BR20]: Should we consider adding # of 911
calls and reasons for the calls?
Commented [CM21R20]: Recommend to not include in
MOPS document. Oversight Commission Annual Audit may
consider incorporating into 2026 process.

Commented [CM22]: Recommend change to ‘a month’

Additionally, this Patrol provides intervention for issues of loitering, unauthorized parking of client vehicles in the neighborhood, abandoned property, shopping carts and other blight. A log is kept of the weekly Outreach patrols. The following actions are completed by the Neighborhood Outreach Patrol:
● All litter and trash items related to the Program are removed from the area and properly disposed; ● Any currently enrolled Clients found loitering in the area are issued a warning. Violations of this rule may cause a client to be exited from the facility;
● Unauthorized parking of client vehicles in the neighborhood are subject to towing; ● Shelter Operator will contact city-designated shopping cart retrieval program to collect all shopping carts found that do not contain items of personal property;
● Shelter Operator utilizes city-designated maintenance apps on mobile devices for removing personal property foundin surrounding area and tracks calls made for services; ● Shelter Operator conducts outreach and engagement activities to non-enrolled homeless individuals in surrounding community.

I. Navigation Advisory Commission

The Navigation Advisory Commission is established and maintained:
to
-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 schools in the surrounding areas of the Navigation Center.
-To provide program and policy recommendations that would complement the role of the Navigation Center in Buena Park and other existing resources to address homelessness in the City of Buena Park. -Other responsibilities as directed by City Council that fall within the guidelines of the Community Services Department. -Promote City Core Values: Commitment, Respect, Integrity, Communication, Teamwork, Excellence and Equity. provide review of the operations of Buena Park Navigation Center, enhance community relations, and bring information of any strengths and concerns from the neighborhood, local businesses, city and county entities, service provider partners and shelter clients about the operation of Buena Park Navigation Center.

1. Composition of Commission

The Navigation Advisory Commission represents different stakeholders and interests with the composition approved by the Buena Park City Council.

2. Meeting Schedule

The Navigation Advisory Commission will meet as needed (at minimum twice annually) as determined and approved by the Buena Park City Council.

Additional meetings can be held as needed as a way for any member to agenized issues or to be able to request a special meeting.

3. Accountability and Grievance Process and Policies

In addition to providing input to the operation of Buena Park Navigation Center, the Navigation Advisory Committee Commented [CM23]: Navigation Center Oversight
Commission
Commented [CM24]: Per the City of Buena Park
Commission Manual: General Purpose and Responsibilities include
-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 schools in the surrounding areas of the Navigation Center.
-To provide program and policy recommendations that
would complement the role of the Navigation Center in
Buena Park and other existing resources to address
homelessness in the City of Buena Park.
-Other responsibilities as directed by City Council that fall within the guidelines of the Community Services
Department.
-Promote City Core Values: Commitment, Respect, Integrity, Communication, Teamwork, Excellence and Equity.

Commission is also tasked with the on-going review of the Shelter Providers ability to effectively administer its Operational Plan and Good Neighbor Policies. In the event that a Navigation Advisory Commission member finds concerns over the Shelter Operator’s implementation of the program, the following processes and policies will be enacted to allow the Shelter Operator to make corrective actions toward such grievances:
1) Once a grievance has been filed, Shelter Operator and Navigation Advisory Commission will create, at the meeting in which the grievance is filed, an action-plan to resolve the issues by the next regularly scheduled commission meeting;

2) At the next meeting, the action plan’s outcomes will be reviewed to determine if the issue has been resolved; 3) If the issue has not been resolved, but the Shelter Operator has provided evidence of a good faith effort to follow the course of actions outlined on the plan, they will be given an additional 90-days to enact an alternative plan; 4) If the issue has not been resolved and the Shelter Operator has not demonstrated or provided evidence of following the course of actions outlined in the plan, a formal complaint will be sent to the City for investigation and possible termination of the Shelter Operator Contract. The City shall have a plan for operation of the shelter if the shelter operator is terminated by the City, including failure to enforce plan components such as Good Neighbor Policy, bed reservation requirements, no walk-up policy, etc. The plan may include selecting the next eligible operator from the original operator RFP and/or entering into a sole source with a new operator, based on approval of the City Council.

Additionally, law enforcement has the ability to bring forward operator non-performance directly to the City

4. Reports to the Commission

The Operator will provide quarterly statistical report to the committee at meetings to include data on shelter program outcomes: unduplicated clients served, number of entries and exits and the nature of exits, # of 911 calls and reasons, list of partner programs, as well as length of stay information.

J. Safety Policies

1. Facility Maintenance

The Shelter Operator keeps a schedule for regular facility maintenance and cleaning. The Program contracts with a janitorial service to provide daily cleaning services for all areas utilized by clients and weekly for office space and the Multi-Service Center areas. In addition, Program Staff also personally maintains a round-the-clock cleaning schedule which addresses each area of the facility.

Shelter Staff attends to regular minor maintenance duties and repairs. Major repairs are reported to the Program Manager and depending on the work needed may be sent out to an approved list of vendors for bids, approval, and completion.

Maintenance and cleaning forms are used to track completion of each task and submitted to management on a daily basis.

The Shelter Operator is responsible for staff training and performance in these duties.

The outside grounds are incorporated into the maintenance schedule and rotation including cleaning of parking lot, watering of plants, maintenance and cleaning of sidewalks and patio areas, and checking of outside lights and furnishings. Graffiti is reported to Program Manager for removal within 24 hours.

The Shelter Operator is committed to maintaining a pest free environment throughout the premises. As such, no open food or drink is allowed in the dorms and sleeping areas, with the exception of water. Trash bags are emptied throughout the day in all areas as they become full. Inspection of client spaces and lockers are conducted for any items that would attract pests.

All staff receives appropriate training for the identification of common pests as well as prevention and control measures. A Pest Control company is contracted by the Shelter Operator and comes regularly to spray for bugs, check for infestation of pests, and performs other pest prevention or extermination treatments that might be seen on their visits or reported by staff.

2. Fire and Earthquake Safety

Evacuation Plan for Ambulatory and Non-Ambulatory Residents

All shelter staff are trained in protecting the safety of everyone in the facility. Staff respond quickly and safely when an emergency, incident, or natural disaster occurs. Evacuation Routes and Exits are posted in each major area of facility. An evacuation point outside has been designated to the rear of the building, near the storage shed on the north-east corner of the property.

In the event of an emergency, the present site lead during the emergency will notify all staff and clients to evacuate, call 911, and direct the evacuation itself. Staff will be assigned to oversee the evacuation of clients in each work area. Staff will check client areas, assign assistance to non-ambulatory and disabled persons, and lead clients to safety through the nearest safe evacuation exit. Staff will assemble clients outside at designated evacuation point, read bed list for attendance and search for any missing clients as safety conditions allow.

In case of fire these additional protocols will be completed:

● The Program Manager or lead staff member will pull the nearest fire alarm if it is not already sounding; the Fire Department monitors the alarm and will respond immediately.

● While evacuating clients, staff will attempt to close all door(s), if safe to do so.

● Before exiting a room, the Program Manager or lead staff member will touch back of hand to the door to determine if the door is cool, then open it a crack, smell for smoke, and if deemed safe, open the door and leave the building to the evacuation meeting point.

● If the door is hot, it will not be opened and staff will lead clients to leave via the nearest safe exit.

● Staff will locate and use appropriate fire extinguishers if safe to do so.

● When the Fire Department arrives, a staff person will speak to the officer in charge and give the officer a set of site keys.

● Staff will contact the Program Manager or their proxy as soon as possible, if not onsite.

● Staff will report incident and procedure in Incident Report and staff shift notes as directed in shelter policy.

If the weather is inclement and if the evacuation will not be short, staff will:

● Contact the Program Manager to identify evacuation locations and disaster team if assistance is needed for client shelter, meals or services.

● Contact other Homeless Providers for services as needed.

For a false alarm or other short-term evacuation, staff will direct occupants back into the building once the Fire Department has authorized an “all-clear” call.

3. Fire Prevention Procedures

Buena Park Navigation Center was approved by the Fire Department for all fire codes, sprinklers, alarms, and exits prior to service implementation. Emergency lighting has been installed both inside the facility and outside on the grounds for safety and in compliance with all codes.

No smoking is allowed inside or outside the building within 20 feet of doors. A smoking section is designated and a sign is posted in the enclosed patio area.

4. Fire Drills and Documentation

Fire drills are conducted at least quarterly. Documentation of fire drills are kept for three years in Shelter Management Files.

5. Fire Inspections and Extinguishers

The most recent annual fire inspection is posted in a designated area of Buena Park Navigation Center facility and is included in the Shelter Management files. Fire extinguishers are hung in each area of the building as shown in facility plans and in evacuation plan. Fire extinguishers are inspected and maintained per city and county requirements. A certificate of the last most recent fire inspection is posted in a visible designated area.

6. Earthquake Safety

Earthquake drills are conducted quarterly by staff. The evacuation route and procedures are the same as for other hazards. A client tally and search will be conducted once the evacuation is conducted.

In case of an actual earthquake that causes damage to facility or grounds, the Fire Department will be called to inspect the facility as soon as safety permits. Clients will be evacuated from building and transported to other sheltershelters as needed.

K. Security Plan

The Shelter Operator follows policies and procedures that promote the utmost safety for clients, staff, volunteers, and the community and strives to provide an atmosphere that promotes community, stays alert for signs of conflict, and confronts behaviors before they escalate. Acts of violence upon guests, staff, volunteers, or community members will not be tolerated.

1. Eligibility Screening

No person validated on a sex offender registry (ex: Megan’s Law) can access into Buena Park Navigation Center. Additionally, no person with an open felony warrant or convicted of arson will be allowed to access the shelter property. The Shelter Operator works cooperatively with local law enforcement to screen clients for open warrants. In addition, Program Staff utilizes https://www.nsopw.gov/ to screen for status on national sex offender registries.

2. Secured Entrances

All clients are required to enter the shelter in a coordinated, peaceful fashion.

All clients present identification upon entry. Clients without valid California identification cards are given supportive services to secure a valid identification card. Clients also receive a shelter-specific ID to use for admission into the shelter during the duration of their stay.

All clients and their belongings are checked by security personnel, utilizing security wands each time they enter the facility.

Any found prohibited items are seized and illegal contraband is destroyed. Prohibited Items include (but are not limited to):
weapons, explosives, flammable or volatile substances, illegal drugs, controlled substances or drug paraphernalia, bio- hazardous items or environmentally harmful goods. A more extensive list of examples of Prohibited Items is clearly posted before and at the security checkpoint.

Clients sign in upon entrance, and sign out upon exit from the building.

3. On-site Security Personnel

The Shelter Operator provides a sufficient number of trained security guards to ensure the safety of clients and the surrounding neighborhood, 24 hours a day.

Security is on-site at all times, and conducts security rounds as necessary, and at least once each hour.

Security guards are stationed both inside and outside the shelter to ensure maximum coverage.

Commented [BR25]: Do we have a list potential
evacuation sites if the shelter sustains damage, such as Community Center, library, etc.?
Commented [CM26R25]: 2026 topic for discussion (160
persons – 150 clients and 10 staff) with City during monthly meetings.

Security guards are accessible and visible to clients, and survey facility for any potential concerns. Staff and security communicate with each other via portable electronic equipment (ex: 2-way radios).

Security guards are contracted through a third-party vendor. Security guards carry handcuffs and the option of straight- stream gel pepper spray. The vendor ensures that all security staff are regularly trained and updated as needed. Security guards receive Homelessness Sensitivity Training through the Shelter Operator’s resources.

4. Staff Plan

Shift Hours of Shift MON TUE WED THU FRI SAT SUN
AM Logistics 1 & AM
Janitor
5:00 am - 1:00
pm
(9 am - 1 pm
Janitor)

8 8

8 8

8 8

8 AM Logistics 2 7:00 am - 3:00
pm 8 8 8 8 8 8 8
AM Logistics 3 7:00 am -
11:00 am 4 4 4 4 4 4 4
AM Logistics 4 & PM
Janitor
9:00 am - 5:00
pm
(1 pm - 5 pm
Janitor)

8 8

8 8

8 8

8 AM Logistics 5 11:00 am -
3:00 pm 4 4 4 4 4 4 4
PM Logistics 1 3:00 pm - 7:00
pm 4 4 4 4 4 4 4
PM Logistics 2 4:00 pm - 8:00
pm 4 4 4 4 4 4 4
PM Logistics 3 4:00 pm -
11:00 pm 7 7 7 7 7 7 7
PM Logistics 4 7:00 pm -
11:00 pm 4 4 4 4 4 4 4
Overnight 1 11:00 pm -
7:00 am 8 8 8 8 8 8 8
Overnight 2 11:00 pm -
7:00 am 8 8 8 8 8 8 8
Outreach 1 12:00 pm -
4:00 pm 4 4 4
Outreach 2 12:00 pm -
4:00 pm 4 4 4
AM Safety Coord 7:00 am - 3:00
pm 8 8 8 8 8 8 8
PM Safety Coord 1 1:00 pm - 9:00
pm 8 8 8 8 8 8 8
PM Safety Coord 2 3:00 pm -
11:00 pm 8 8 8 8 8 8 8

Driver Supervisor
AM or PM
Driver Times
(Fri/Sat Mandatory,
Others Vary)

8 8

8 8

8 AM Driver 1 5:30 am - 1:30
pm 8 8 8 8 8 8 8
AM Driver 2 5:30 am - 1:30
pm 8 8 8 8 8 8 8
PM Driver 1 1:00 pm - 9:00
pm 8 8 8 8 8 8 8
PM Driver 2 1:00 pm - 9:00
pm 8 8 8 8 8 8 8

5. Security

Time Security Guards
12am - 12pm 2
12pm - 8pm 2
8pm - 12am 2

6. Security Alarms and Cameras

Buena Park Navigation Center is equipped with security cameras both inside and outside, door bellsdoorbells and portable communication device worn by staff. Staff also hashave access to panic buttons which can silently summon police to the facility during emergency situations.

Site Leads and Security Officers can monitor footage via web-based security servers, on computers at the security desk and administrative office areas. Security footage will be retained digitally for 30 days.

7. Security Lighting

Security lighting is used both inside and outside the facility to highlight the entrances and parking lot. A security officer is available to escort any person to the parking lot or street-side parking after sunset.

8. Loitering Policy

Clients are not allowed to loiter in the surrounding neighborhood. Subsequent violations of this rule result in warnings which may lead to the client’s program enrollment being terminated. The Shelter Operator’s Good Neighbor Policy includes regular outreach and random checks of the surrounding area to prevent and control loitering issues.

9. De-escalating Conflicts

All employees receive training in communication techniques that are known to be helpful or effective in de-escalating confrontations. Training standards will meet those set by Orange County Standard of Care.

10. Entrance and Exit Procedures

To maintain a safe environment in the shelter, all clients enter and exit through one main entrance and security checkpoint.

The entrance is equipped with security cameras inside and outside the facility. Each area of the building is locked when not in use, and the site is “zoned” so that clients only have access to the areas which they need. During sleeping hours clients will have restricted access to other areas of the building. The staff offices are only available by appointment.

All clients must present some kind of ID upon entry, and their person and belongings are searched by security. They sign in upon entrance and sign out upon exit from the building.

All clients enter the property by bus/shuttle or other motor vehicle. Clients are escorted from the designated parking lot area and bus/shuttle drop off area to the shelter entrance. In the event that Multi- Service Center services are opened to the public, those clients would follow the same entrance procedures.

11. Policy regarding storage of client’s possessions

All clients have access to limited personal storage space. Each client is assigned a lockable storage bin and lock to go under the bed for personal valuables.

Commented [BR27]: Can we put in how many hours of
training, what is included, if there is a hands on or role play and how soon after hiring and how often is re-training
required?
Commented [CM28]: Request expanding language to
include training upon hire and to be completed prior to annual evaluation

Clients are also assigned rolling storage bins. Upon being assigned the rolling bin, clients must sign a Storage Bin Agreement form which states that staff is not responsible for any items that are lost, stolen, or damaged.

A client may store personal effects in their assigned bin to the capacity with which it can still correctly close and be safely rolled to and from the bin storage area. Bins may be accessed, with staff supervision and only during assigned hours during the day. Indoor lockers may be accessed at any time during the day other than “light out”.

All items are stored for the length of the client’s stay at the shelter. The right to store items on-site may be revoked based on violation of rules and at the management’s discretion. Once a client has exited the shelter program, any personal effects may be stored for up to 7 days if needed; after which, the property will be disposed of. Clients who have exited from the shelter program must contact staff to set an appointment to collect their personal belongings within the 7 days.

In the event the client cannot come to retrieve their own property, they may name a proxy of their choosing to pick up their effects by filling out an Authorization for Release of Personal Property form. The client will be responsible for asking their designated contact person to retrieve property, if needed. A limited extension to the length property is held may be granted under exigent circumstances, and only by close coordination with management.

No Prohibited Items may be stored inside the shelter. Limited Prohibited Items may be stored in outdoor bins (see Prohibited Items List for examples).

12. Policy Pertaining to Searching of Clients’ Property by Staff

The Shelter staff has the right to inspect all storage areas, including rolling bins and lockers, to ensure compliance with contraband policies.

If Prohibited Items are seen being transferred to a client’s personal rolling bin or locker, or if there is other reasonable suspicion that there are Prohibited Items in a client’s belongings, that storage and belongings may be searched for safety purposes, with or without the client present. Clients are required to use locks provided by the program for this reason. If a client wishes to use their own lock, they must supply management with a copy of their key or the combination. Any unauthorized locks may be cut if needed. When inspecting a client’s belongings without them present, two staff persons are responsible for the search. An authorization form is signed by the client at time of intake. When items are found in the client’s possession that are not illegal paraphernalia, but are also not suitable for storage, clients can choose to have the staff dispose of the item or they may store property off site premises at their own cost. Clients are not allowed to store items in the surrounding neighborhood.

Staff reserves the right to designate a period of time when a client will be ineligible for re-entry to facility, if contraband is found. Length of ineligible time will be documented according to the “Exit and Readmission Policies”.

13. Policy on Possession of Weapons On-Site

No weapons or items which the staff identifies as being dangerous or obviously capable of harm may be brought into the shelter. Any belongings that a client brings into the building must come through the dedicated security checkpoint so that security can search and inspect them for weapons or items described above. Anyone found attempting to bring these kinds of items past security will be asked to immediately leave the premises and neighborhood of the facility. Sharp objects such as tools, knives or scissors may be stored in outdoor bins, but not taken into shelter living areas. Heavy or blunt hand objects like hammers, bats, or crowbars are also not be allowed into the facility for the same reason.

Transportation off property will be offered to clients in this situation if safety allows.

14. Procedure for Contacting Police

The intention of the Shelter Operator is to act as self-sufficiently as possible and minimize the shelter’s impact on the local police department. This includes ensuring that staff and security are trained to properly manage and respond to an array of difficult situations that may occur at shelter.

In establishing a procedure for contacting police, the Shelter Operator works cooperatively with the local police department to establish shelter policies and procedures on how and when to contact police for conflict resolution, trespassing, theft, unruly behaviors, loitering around property, mental health evaluation, and emergencies. For non-emergency incidents which merit law enforcement attention, staff will call the Buena Park Police Department non-emergency line at (714) 562-3901.

The program established and follows a simple 911 protocol when dealing with incidents at the shelter. All staff members are trained in these procedures. 911 may be called for any medical emergencies, violent behaviors that endanger others, and suicidal ideation. In the event that a client requests 911 be called, staff will take a quick inventory of the situation to decide if 911 should be called immediately or if it would be more appropriate to use an alternate solution: directing to urgent care, Non-emergency Paramedics, shuttle rides to the hospital, or if it is a medical concern that can wait until the client is able to be seen by a nurse or physician on-site, nurse help-lines, or a tele-medicine appointment.

L. Health Policies

1. Housekeeping Policies

The Shelter Operator is committed to, and understands the importance of, maintaining hygienic, sanitary environments for the well-being of clients, volunteers and staff. The Shelter Operator maintains written, standardized housekeeping procedures. Each procedure has been designed for the safety of staff and clients and for a consistent, high standard of housekeeping. Staff are provided with training in these procedures, are monitored in performance of the procedures, and evaluated in their effective use of them. Training also includes education on different hazardous materials with which staff may come into contact when carrying out their assigned work tasks. The complete list of procedures is included in a Shelter Policy and Procedures Manual and made available to all employees.

Shelter staff is responsible for cleaning of the facility. Thorough daily cleaning of all client areas include living quarters, serving and dining areas, and common areas are done using institution strength anti- bacterial products. Bathrooms, showers, and eating areas are given priority attention. The serving and dining areas are cleaned according to strict health standards after each meal. Office space is cleaned weekly or as needed by Shelter staff and partner organizations using the space.

To prevent cross-contamination, clients are encouraged to store personal toiletries in plastic sealable bags on their beds when not in use. Clients are assigned a set of linens at intake for their use while in the shelter. The client is responsible for making and maintaining their bed each morning. Staff washes linens and client laundry weekly in hot water with bleach (except when cleaning clients’ colored laundry) unless special circumstances require more regular cleaning.

All staff practice universal precautions in handling laundry, cleaning of facility, and general self-health care. Specifically:

● Staff wear appropriate protective garments (i.e. gloves) while completing tasks;

● Staff use recommended disinfecting cleaning products for each area of facility;

● Staff practice required hand-washing procedures;

● Serving staff are trained in and practice required food-handling procedures;

● All client clothes are washed upon initial intake and weekly thereafter;

● All laundry is handled according to safety and washing procedures;

● Staff and volunteers follow a set of Program Rules and Regulations for working when they are sick/contagious.

The outside grounds are included in the housekeeping standards and schedule. The facility’s outside spaces, parking lot, and green areas are cleaned daily from debris and litter. Chairs and tables are cleaned regularly according to agency standards,

and more often when needed. Minor repairs of the facility and grounds are completed by the Shelter staff. Any major repairs or work requiring specialized training are completed by approved vendors.

The Multi-Service Center areas are also included the housekeeping standards and schedule. The Service Partner agencies must adhere to housekeeping procedures as outlined in their MOU agreement. Service Provider Partners are expected to respect and keep their areas clean after usage.

2. Pets, ESAs and Service Animal Policies

If space allows, clients are permitted to bring pets, defined as a dog, cat, or recognized service animal, excluding exotic and wild animals.

Only registered animals that are spayed/neutered, have proof of current licensing and vaccinations in Orange County are allowed at the facility. Animals coming into the shelter must also be kept free of fleas, ticks or other pests/parasites. Animals are permitted to stay in the shelter and living areas and must stay in the provided kennels or on a controlled leash while on the grounds.

In order to confirm that an animal is considered a Service Animal, staff may ask if the animal is needed to help with a disability that the client is experiencing, and what specific task the animal can perform.

Because there is no legitimate Service Animal Registry, no registration, Service Animal ID or special tag or vests are necessary.

The health and well-being of all animals brought into the shelter is the sole responsibility of their owner. Clients must feed and clean up after their animals, and Shelter Staff is not required to provide food, although animal food may be regularly available through donations from the program’s partners. Clients who are unable to care for or feed for their pets or cannot control them while at the shelter are asked to remove the pets from the facility.

If the Shelter Operator partners with a Veterinarian, clients may be required to keep regular pet-health appointments.

3. Possession and Use of Controlled Substances

The Shelter Operator has strict policies prohibiting the possession or use of alcohol or controlled substances at or in the vicinity of Buena Park Navigation Center and its Shuttle Pickup Locations by employees, residents, clients, and general public.

It is the intent of the Shelter Operator to promote a safe, healthy and productive environment for everyone. Staff recognizes that the illegal and/or excessive use of drugs and alcohol, or the inappropriate use of prescribed drugs is not conducive to a safe living environment. It is the objective of the Shelter Operator to have an environment that is free from the influence of controlled substances and alcohol at all times on premises. The unlawful purchase, possession, transfer, manufacturing, distribution, dispensation or use of any illegal drug is inconsistent with the objective of operating in a safe and efficient manner and is strictly prohibited and is contrary to mission of Buena Park Navigation Center.

4. Policy for Drug Possession

Staff reserves the right to refuse entrance to any client who is noticeably under the influence and exhibiting behavior that is unsafe or inappropriate due to influence. If alcohol, illegal substances, or paraphernalia are found in client’sclients’ possession after they have completed entry paperwork and necessary security screenings, that client may be issued an Action Plan which may result in the termination of their enrollment, depending on the type of contraband. They may be given a time frame of their next eligible readmission date. The illegal drug or alcohol is disposed of and documented by two staff following written protocol in a Policy and Procedures Manual.

5. Security, Use and Access of Prescription Medications

Clients are allowed to hold and control their own medication, provided that they maintain a current prescription and that the medication is kept in the appropriate original container. If a medication needs to be refrigerated, the medication is packaged and labeled with person’s name, bed number, and name of medication and placed inside a designated locked refrigerator which can only be accessed by staff.

Clients whose medications are stored in the locked refrigerator can retrieve them as soon as possible by placing a request to the staff on duty. The clients are responsible for the safe keeping of and taking their own medications within limits of how they are prescribed. Only the person whose name is on the medications is able to retrieve them.

6. Client Use of Over-The-Counter Medications

Use and storage of over-the-counter medications follow the same policy and procedures of prescription medications, although identification cannot be verified in this case.

7. Client Access to Emergency and Medical Care

Clients can access medical care at any time. They should communicate to the staff on duty their need for medical care, if possible. Medical support can be accessed through the onsite Medical Wing and/or through local hospitals if and when access to the Medical Wing is not available.

If a client requires first aid items, they may access them from a shelter staff member at the service desk. The staff member may assist the client in basic first aid care with the client’s permission, as he/she will be trained in using universal precautions.

In case of a seizure, staff are trained in appropriate safety precautions and call for support from the Medical Wing staff or 911 if a seizure persists or causes bodily harm. If a client needs emergency or serious medical care, the staff on duty will call 911 and follow the 911 operator’s procedures. In case of an injury, staff will not move the client. They will contact other staff, call 911, and if appropriate, check breathing and pulse and begin CPR if needed. One staff member or trained volunteer will attempt to keep the client comfortable and keep other clients away from immediate scene, while another staff member will wait for medical personnel, give medical personnel information about client, and direct them to client. For non- emergency incidents, staff will assess the situation and connect the client with an appropriate care provider such as: on-site medical partner, urgent care, referral to the clients primary care doctor, on a case-by-case basis.

Program staff are also trained on the use of the overdose rescue drug known as Narcan. Program staff work with community partners and distributors to ensure that Narcan is available in strategic locations within Buena Park Navigation Center. Staff shall be educated on the location of Narcan in the facility and these sites shall be clearly labeled.

The Program Manager will be called as soon as possible following a major incident. After any client emergency or incident has been controlled, the lead staff member completes an Incident Report form which will be sent to the Program Manager and higher-level staff as needed.

8. First Aid Equipment, Supplies and Procedures

The Shelter Provider and/or Medical partner has first aid supplies available at all times. The first aid kits are inspected monthly, updated as items expire, and re-stocked after each use. Staff members are trained annually in universal precautions, basic first aid care, and Mental Health crisis. Any incidents occurring at Buena Park Navigation Center requiring first aid are documented in the daily report and an Incident Report is prepared and sent to Program Manager and other higher-level staff as necessary.

Commented [BR29]: IS the Medical Wing the on-site
medical clinic?
Commented [CM30R29]: Yes

9. Policies & Procedures for Disease Prevention

The Shelter Operator has protocols for prevention and treatment of certain diseases and conditions such as seizures, diabetic episodes, mental health episodes, lice, bed bugs, influenza, and other communicable and contagious diseases, and will operate in compliance with guidance from County Health Care Agency and the Center For Disease Control. Clients are screened for wellness upon intake to the shelter to limit the risk of exposing the shelter to communicable disease. Universal precautions are practiced at all times in handling of fluids, client clothing, laundry, and in all cleaning of premises.

When an accident or injury to an employee or client occurs or when there has been damage to Shelter property, staff follow a set protocol which includes:
• Immediately contacting Supervisor about the situation • Dealing with any injuries
• Securing the accident scene by obtaining names, addresses, and phone numbers of witnesses if possible, taking photos if possible, and noting any unusual circumstances • Recording all necessary information to complete a formal report • Not accepting any responsibility on behalf of the Shelter Operator • Reporting accidents and injuries within 24 hours to insurance carrier If a client shows symptoms of a contagious disease or other public health concern that might threaten another person, the Operator will follow guidance of County Health Care Agency and the Center For Disease Control. If the health concern is serious enough, staff may require that the client immediately leave to be seen/evaluated at a local hospital. If a client leaves due to disease, the bedding and client’s clothes are washed, bed cleaned, and bedding replaced on bed. Clothes and belongings are stored in designated areaareas and held for the maximum amount of time permitted. The Shelter operates to conform to best health practices and concerns.

Universal precautions are used for all handling of client possessions. Staff follows hand washing techniques recommended by the Health Department.

All staff are regularly tested for TB as required by OSHA standards and written in the Shelter Operator’s Policy and Procedures handbook. If a client shows symptoms of tuberculosis, the client is sent for medical diagnosis and asked to receive a TB test. TB testing can be made available to clients through the Medical Services on-site as a community health benefit.

M. Food Policies

1. Provision of Nutritional Needs of Clients

The Shelter Operator provides a breakfast, lunch and hot dinner to each client every day. Meals are prepared off site by a third-party vendor and brought to the site to be served in the serving area. Meals are nutritious and healthy including a variety of fruits and vegetables. Accommodations can be made on a case-by-case basis for clients with dietary restrictions.

Clients in need of specialty diets may request such a diet by submitting a Request for Accommodation to the Program Manager.

The Shelter Operator includes in its in-kind donation strategies, opportunities for food donations and partnerships with local food banks. The Shelter Operator also works with community and church partners and existing community meal service programs to offer opportunities to feed the homeless individuals at the shelter.

Tables and chairs are set up for meals in the Commons Dining Area at the scheduled meal times.

Commented [BR31]: TB testing results can take a few
days to obtain reading. If someone has TB symptoms
should they be sent to either the ER or urgent care?
Commented [CM32]: TB testing can be made available to
clients through the Medical Services on-site as a community health benefit and sequestered appropriately should
symptoms be observed.

Food is served at designated times of operation for registered shelter clients only. Clients of the Multi- Service Center would not be permitted to access the dining area, nor would they be allowed to participate in daily meals.

2. Meeting the Health Department Standards

The Shelter Operator will meet all Health Department standards. Provisions for the Sanitary Storage and Preparation of Food Buena Park Navigation Center has adequate space for storage of dry foods, refrigerated foods, and supplies. Separate and secure refrigerator/ freezer space is made available for client medications. The Shelter Operator may provide extra refrigeration and freezer appliances as needed to supplement safe storage of food, if space is available. Current certificates of food handling safety are posted in the serving area. Any volunteers will be supervised by an authorized employee.

All serving area storage areas are cleaned on a planned schedule and outdated food is disposed of. There is a rotation schedule for the storage and use of food in the refrigerators, and dry goods pantry that maximizes use of food so that it does not become outdated.

N. Transportation Policies

The policies for travel to and from Buena Park Navigation Center are designed to safely support client needs and minimize potential impact on the adjacent residential neighborhood and businesses.

The following transportation measures have been implemented:

1. Transportation Flow ON and Off Property

The Shelter Provider implemented a plan for safe and effective flow of traffic on and off the property based on the schematics of the shelter grounds and surrounding neighborhood. Considerations include provisions for pedestrian, bicycle, personal transportation and bus and shuttle services.

2. Pedestrian Traffic

The shelter operates by bed reservation only and no walk-ins are accepted. The clients are expected to utilize the transportation options that are provided to them by the Shelter Operator, unless they own and drive a personal motor vehicle.

Any individual that does walk-up receives information on how to make a bed reservation and is provided transportation to a self-directed location out of the surrounding area to return only when the established reservation protocol has been followed. If a person walks up who refuses transportation off-site, they are notified of the Good Neighbor Policy, and are closely monitored as they leave the area.

3. Bicycle Traffic and Parking

Bicycle racks have been provided on site. Bike locks will be encouraged but are the responsibility of the client to obtain.

Clients must complete a simple registration process for any bicycle brought onto the property, andproperty and is limited to only one per person. Bus and shuttle transportation vehicles have been designed to transport bicycles to mitigate foot traffic. Unless specially approved, Bbicycles are not allowed to be ridden on or off the facility.

Commented [BR33]: Should we include monitoring of
refrigerator and freezer temperatures on log?
Commented [CM34R33]: Since ‘Food storage
temperature monitoring compliance’ is evaluated twice
annually during audits not necessary to include in the
MOPS.

Commented [CM35]: Per policy, bicycles are not allowed
to be ridden on or off the facility unless special
considerations requested and approved due to specific
circumstances which comply with the Good Neighbor Policy.

4. Shuttle Transportation Services

Access to the shelter is provided via on-site shuttle transport vehicles.

It was recommended that there be a minimum of three (3) designated drop-off/pick-up locations (Shuttle Stops) that provide ample geographic range for qualified clients seeking shelter services. Several SShuttle Stops were selected by the host city/police department and/or in collaboration with neighboring police departments. The operator does not drop- off/pick-up other than at agreed upon locations unless in exigent circumstances, or with close personal supervision for housing-related travel.

Daily shuttles are provided to transport all screened clients to the Shelter Site. Security guards ride with the shuttle in the evenings to ensure only prescreened clients with bed reservations receive transportation to the shelter. The Shelter Operator also conducts random daily weekly checks of a ½ mile radius around the shelter, as well as the area immediately surrounding the Shuttle Stops to enforce shelter rules and avoid loitering and homeless congregations.

To avoid long-term loitering at the Shuttle Stops, clients may arrive at the Shuttle Stop fifteen (15) minutes before the start of the earliest shuttle departure times. The Shuttle Stops are an extension of the shelter and thus any violation such as loitering constitutes a violation of the shelter rules which will be strictly enforced.

The shuttles provide pick-ups beginning at 4:00 PM and 7:00 PM, transporting new and returning clients. Prospective new clients must be present at designated pickup locations at a pick-up time agreed upon at the time of referral or they risk forfeiting their bed.

In the case of special circumstances, and only if arrangements have been communicated by the client to their Housing Navigator or Management the prior evening, returning clients who are unable to return to the shelter at the designated time and utilize the second shuttle may use alternate private or public transportation to return to Buena Park Navigation Center.

Each morning, two shuttle services are provided for clients who desire to leave the shelter for employment and other personal appointments. The scheduled start times are 6:00 AM – 10:00AM.

5. Personal Vehicle Transportation and Parking

The Shelter parking lot is available to clients, staff, volunteers and vendors.

6. Staff Transportation of Clients

Shelter staff members are prohibited from transporting clients in their personal vehicles. Only designated driver staff in shelter owned/operated or contracted vehicles may transport clients, and only for shelter- related purposes.

7. Delivery of Shelter Good and Community Donations

Deliveries of goods donations are to be dropped off in a designated area. The planned location for these designated drop- offs can change depending on on-site activities and take into consideration pedestrian, bike and other vehicle traffic routes to minimize safety risks and impact to the shelter site and surrounding area.

Deliveries of supplies from contracted vendors occur approximately 3xs weekly. The delivery of community donations by private donors occur sporadically and as available. Staff is available 24-7 to ensure safe and effective deliveries of any materials if needed, though it is the intent of the Shelter Provider to receive all deliveries of goods and/or donations will occur between the hours of 10:00 AM and 4:00 PM daily.

Commented [CM36]: There will be a minimum of
designated drop-off/pick-up locations (Shuttle Stops)…
Commented [CM37]: Delete ‘Several’
Commented [CM38]: ‘weekly’

O. Financial Policies

1. Financial Requests from Clients

Financial requests from clients (such as for Bus Passes or ID Vouchers) must be requested and received through their Housing Navigator or Site Lead. Clients will sign a designated log when they receive the requested item. All bus passes and vouchers are kept in a locked safe in a locked office or closet at all times when not in use.

The Shelter Operator offers these financial assistance opportunities to clients, when available, and according to basic priority levels based off reason for request and status of housing plan. The Shelter Operator is not obligated to fulfill all financial requests from clients that they receive.

2. Client Possessions and Funds

No clients’ personal funds or money are handled by the Shelter staff. Clients with funds that they keep while at the Shelter are solely responsible for their security and safety. It is recommended by staff for clients not to have funds on site to the extent possible, and to store wallets/purses, electronic devices, and any cash in appropriate locked storage. The Shelter Operator has a policy of not being responsible for lost or stolen items that is included in a Policy and Procedures Manual, listed in the signed Client Expectations agreement, and read with new clients at the time of intake.

Clients are not permitted to give cash to staff at any time, for any reason.

3. Annual Outside Audit

An independent financial audit of the Shelter Operator is completed on an annual basis. A most current audit is kept on file at the Shelter Operator’s administration offices and may be viewed as necessary.

Buena Park Navigation Center is also subject to an annual program monitoring. It is the responsibility of the Shelter Operator to correct any deficiencies reported by the audit within the time limits available to them. Failure to comply may result in t he termination of their Shelter Operator contract.

4. Financial Reports Review

Financial reports may be produced each month by the accounting department of the Shelter Operator. These reports may be reviewed by an appropriate Buena Park Finance Designee.

The Shelter Operator reviews financial statements and budgets with each Program Manager on a regular basis. Adjustments are made in spending as necessary.

P. Legal Policies

1. Policy for Compliance with Local Laws

The Shelter Operator follows all Orange County Fire Code requirements, and has staff trained for food handling, CPR, fire drills and other disaster evacuation procedures. The Shelter Operator and staff work cooperatively with local law enforcement to communicate any breaking of laws by clientele while on its premises. Additionally, Shelter staff and

management cooperate with law enforcement agencies on investigations for persons wanted for crimes as much as is possible while maintaining policies on client confidentiality.

2. Policy for Compliance with Labor Laws

The Shelter Operator complies with all required labor laws. OSHA training and reviews are done during staff meetings on an annual basis. OSHA flyers are posted in administrative offices.

The Shelter Operator’s wages are at or above minimum wage. Employee breaks, meals, and overtime are monitored legally and compensated as needed. The Shelter Operator is contracted with a company to examine any work injuries. The proper incident reports, Workmen’s Compensation forms, and requirements are completed.

Q. Non-Discrimination Policies

The Shelter Operator adheres to a policy of non-discrimination which is stated in the Shelter Operator’s Policies and Procedures Manual.

The Shelter Operator does not discriminate in the provision of client care based on age, race, color, religion, sex, sexual orientation or gender identity and expression, marital status, geographic, national or ethnic origin, HIV status, disability, or veteran status.

1. Policy for Compliance with Americans with Disabilities Act

The Shelter Operator complies with appropriate standards of The Americans with Disabilities Act (ADA). The Staff is trained about and is cognizant of any physical disability upon entrance of the client and can assist as needed to conquer any barriers from the structure of the building. Staff receives training to work appropriately with persons with disabilities. All persons are treated with dignity, value, and worth.

2. Gender-Specific Programming Policy

Persons accessing Buena Park Navigation Center services are classified as the gender for which they identify. Staff providesprovide beds to persons of all gender identities, expressions and sexual orientations with due regard to privacy and client rights.

Bathrooms and showers have been constructed with equal privacy for all clients, regardless of sexual orientation, expression, or identity. One all-gender restroom is available at Buena Park Navigation Center. All programs and services are available with the dignity of all clients as highest priority.

3. Sexual Harassment Policy

All clients, volunteers, and employees are expected to be able to coexist at Buena Park Navigation Center in a Trauma- Informed environment, free from sexual harassment and inappropriate sexual behavior.

The Shelter has a zero-tolerance policy for sexual harassment and inappropriate behavior of a sexual nature. No sexual harassment is tolerated by anyone on the facility grounds - including by staff, volunteers, or clients. Clients, staff, and volunteers are notified if in the Shelter Operator’s sole discretion any of their remarks, advances, gestures, or attire constitutes sexual harassment toward any person in the facility.

Anyone who believes he or she has been the subject of any such behavior is urged to report it to the staff or supervisor immediately. In the event an individual comes forward with these concerns, a report will be completed and taken to appropriate staff or supervisor for resolution. Reported incidents are investigated on a confidential basis. Provisions are instituted to guard the safety and emotional health of persons who have been victims of a reported incident, as well as any persons initially accused of harassment. If after proper review a person is found to have engaged in sexual harassment or inappropriate behavior of a sexual nature, they will be subject to disciplinary action including possible immediate exit from program or termination from employment.

4. Policy Regarding Sex Offenders

The Shelter Operator has strict requirements for the safetysafety of vulnerable adults and children who may frequent the surrounding area. Staff and volunteers are trained in sex abuse definitions, sex offender policies, child abuse, and vulnerable adult abuse. All employees must review this training yearly and be documented to have passed its standards.

As mandated reporters, the Shelter Staff follows federal law requirements in reporting sex offenders. All clients are screened against national sex offender databases, through the National Sex Offender Public Website. Screening is conducted at the time of reservation, and no potential participants with a registered sex offense will be allowed on the shuttle or admitted as clients.

R. Confidentiality Policies

1. Personal Confidentiality

People seek help from emergency shelters at a difficult time in their lives. Their need for service and the help that can be given is determined through sharing of factual and personal information. For this to be effective, every client must be able to trust that every staff member and volunteer hold confidential the shared information.

Therefore, the Shelter staff and Shelter Operator keep strict confidentiality practices as written in its internal Confidentiality Policies. These practices include:
1) Fact of Participation: The fact that an individual is or has been a participant in Buena Park Navigation Center is not disclosed except, where absolutely necessary and after disclosure has been allowed by the client.

Inquiries by visit, telephone or letter regarding a participant in the program is answered with the statement that information as to whether a particular person is or has been in residence cannot be divulged; that if in fact the individual is in residence, they will be advised of the inquiry, and that, at their discretion, they will or will not communicate with the inquirer.

2) Disclosure to Other Agencies: Disclosure of client information to other social service agencies, whether on a referral to or from the agency, generally is permitted only with the person’s written consent. Information is withheld where enjoined by law and where by contract The Shelter Operator has agreed to maintain the confidentiality of client records (as under the Privacy Act.)

Disclosure of information relating to program participants is not be made to employers, credit agencies, unions or other similar organizations, except at the request, and with the consent of the participant.

3) Information to the Client: In some situations it may be required by law to disclose certain participant information contained in their own case record. Information disclosed should be limited to that which is included in the formal case record. The formal case record should contain factual information and shared documents, not progress notes or staff observations. Information provided by other agencies is also not to be shared.

4) Law Enforcement Agencies: Formal requests for information regarding clients originating from law enforcement agents are referred to the Shelter Operator’s Management Team and Directors, and if necessary, its Legal Department. Before any official action is taken on any legal request, staff will contact their Legal Department as there are boundaries in place to determine the sharing of information with law enforcement personnel according to its policies on client confidentiality (as stated in the Shelter Operator’s Policy Manual) and applicable law.

When an arrest warrant or a search warrant has been issued by a court after a showing of probable cause, if such a warrant is presented to the facility relating to a client in the residence, staff cooperates with the law enforcement agency in making the arrest or the search, preferably in a manner which will involve the least disruption of the program at the facility. This kind of visit by Law Enforcement will be followed up with an Incident Report by staff.

5) Written Consent: If there is any doubt as to whether client information should be disclosed, the consent of the client is first obtained, except as otherwise required by law. The consent will be in writing on a Release of Information form and will identify the information to be disclosed, the person or agency to whom it will be disclosed, and the purpose of the disclosure, and the period of time during which authorization is granted.

6) Abuse Reporting: The Shelter Operator and Shelter staff comply with all state and municipal laws requiring reporting to governmental agencies of instances of child abuse, domestic violence and elder abuse. Staff reports any suspicion or evidence of child abuse or vulnerable adult abuse according to the law’s requirements. All staff persons at the shelter are mandatory reporters. An incident report would also be completed and submitted to the Program Manager and any higher- level staff as needed. All staff is trained at the time of hire to spot signs of abuse and to properly document and report it. Trainings are repeated annually.

7) Harm to Self or Others: If a client at the shelter program shares with a staff person a viable threat to do harm to self or another, the terms of confidentiality can be revoked, as in the case of suicidal or homicidal admittance.

2. Database Confidentiality Policies

Only trained staff, Employment and Housing Navigators, and management staff are authorized to access the HMIS Database.

Each staff person must have a separate password for entry. Staff is only to use computers that are authorized and HMIS compliant. No persons without a username and password set up by the Shelter Operator’s IT department will have access to staff-only computers.

3. Exceptions to the Confidentiality Policy

All clients are informed that when the law requires Management to disclose client-related information, such as to prevent danger to self or others or to report child and elderly/vulnerable adult abuse, Staff will do so.

4. Grievance Policies

The grievance procedure is applicable for any conflicts or disagreements between clients and clients and clients and staff.

For example, the grievance process may be employed to address disruptive behavior or appeal incorrect formal action.

However, in no way does the grievance procedure suspend the rules or consequences established in the Shelter Rules signed upon entering the program. Clients have the right to file a grievance without the fear of harmful repercussions from staff or other residents.

5. Receiving and Posting

The Grievance Procedure is clearly posted in the Policy and Procedure Manual and available to clients at the shelter facility.

It can be easily found in a dedicated binder on the counter at the front Service Desk. Also, posters with this information can be found on the walls of the shelter. A client is given a copy of the Grievance Procedure when a conflict has occurred that cannot be resolved satisfactorily between the client and a staff person or another client, or the client has a complaint about an event that occurred at the Shelter involving that client. The Grievance Procedure will be read by the client and the client may decide which follow up forms they would like to proceed with completing if follow up is necessary. These forms include

a Request for Consideration form, a formal Grievance Form, as well as a Termination Appeal form. Each form may be filed to begin a grievance investigation and follow up at different levels of management within the Shelter Operator.

6. Meeting with Staff

A program participant can file a grievance to dispute any action or inaction within 48 hours, by submitting a Formal Grievance Form to the Program Manager. The Program Manager will review the grievance to determine if the issue can be immediately resolved at their level of supervision. If the Program Manager is unable to resolve the grievance, or if they are named in the grievance themselves, they will immediately forward it to the Regional Director, who will make every effort to investigate and provide a written decision within 10 business days.

The grievance procedure does not suspend the rules or consequences established in the Shelter Expectations.

Clients have the right to file a grievance without fear of harmful repercussions from staff. The client also has the right to request a 3rd party to assist them through the grievance process. If they choose to have a 3rd party present for the grievance, the client must file a signed release of information prior their involvement.

Step 1:

If you wish to file a grievance, you may obtain a Grievance Form from any program staff member. They are also located within this binder.

Grievances should be written clearly and include the names of all parties involved, a detailed account of the problem and requested action to be taken. Any staff member may assist you if you need assistance in completing the form.

Formal grievance forms should be submitted to the Program Manager. If the complaint is directed towards the Program Manager, the client should submit their grievance directly to the Regional Director whose information can be located on the grievance form.

Formal grievance forms should be submitted to the Program Manager. If the complaint is directed towards the Program Manager, the client should submit their grievance directly to the Regional Director whose information can be located on the grievance form.

Step 2:

The Program Manager will confirm their receipt of and provide a thorough review of any grievance within 3 business days. If the Program Manager can resolve the grievance, they will provide a written determination to the client during that time.

If the issue cannot be resolved at the Program Manager level, the Grievance will be forwarded to the Regional Director.

Step 3:

The Regional Director will review grievances submitted and investigate the complaint and may acquire all documentation and interview involved parties, as necessary.

The Regional Director will make every effort to resolve the conflict or concern with the client and parties involved within 10 business days of receiving the Grievance from the client. This will include an opportunity for the client to discuss their concern, during a meeting, phone call, or videoconference with the Regional Director. The Regional Director will provide a written determination to the client during that time.

Step 4:

If after receiving the final determination from the Regional Supervisor, the person filing the grievance may appeal the decision by writing to the Chief Program Officer (or the Chief Operations Officer if the Chief Program Officer made the prior grievance determination) within 10 business days of receiving the written decision. The Mercy House Officer receiving the appeal shall issue a written decision in response to the appeal no later than 10 business days after its filing.

Step 5:

Clients may also complete the County Grievance Appeal Process that may be filed after the Grievance and appeals process is completed. Information regarding this step will be kept in the Grievance Binder at the Front Desk of every program.

7. Whistleblower Policy

Clients have several ways in which they can share a grievance – verbally or written, anonymous or through a third party. A Suggestions-and-Grievance Box is available in the common area and is checked weekly by staff.

Confidentiality is strictly kept between the person making the complaint and the Program Manager which will withhold information internally to the extent prudent where a complaint involves a staff member or volunteer. The Grievance Procedure will be clearly posted in the Policy and Procedure Manual and available at the facility.

SECTION III. STAFFING AND MANAGEMENT PLAN

A. Staff Policies

1. Hiring Policy

The Shelter Operator is an equal opportunity employer. A copy of its applicable Equal Opportunity and Affirmative Action Policy is available in the Employee Handbook and through the Human Resources department of the Administrative Offices.

All staff positions and newly hired staff are approved by the Human Resources department, Directors and Program Manager, and are thoroughly vetted through a new hire process as outlined below.

2. Screening Procedure

Position openings are posted on various employment-search networking websites. Potential applicants are screened through a two-step interview process.

The first interview is typically scheduled with the Human Resources. If deemed eligible, the applicant may conduct an interview with their potential manager or supervisor at the agency. The Shelter Staff is hired into at-will employment and are subject to annual staff review and probationary training periods overseen by the Program Manager.

3. Acceptance Procedure

A completed application packet is sent to the head of the Human Resources Department who conducts a thorough background check. Every potential applicant is screened for active warrants, violent felony convictions, sexual offenses which require registration, and legal ability to work. Any staff who are in direct contact with clients are also required to complete Tuberculosis screening as well as training for mandated reporting policies. The applicant must successfully complete all screening requirements before they will be able to begin working directly with clients.

Upon hire, the new employee signs a formal job offer form and is provided a job description informational sheet for their records. They also attend a general program orientation led by the Human Resources Department. This orientation covers important topics, such as but not limited to, sexual harassment policies, and appropriate interactions with co-workers, volunteers, and clients. Training places a heavy emphasis on appropriate conduct between staff and clients and all new hires are expected to adhere to these practices when interacting with clients. Program Managers complete a more lengthy program- specific orientation process.

4. Staffing Policies for Safe Humane Environment

The Buena Park Navigation Center is staffed to provide the safest, most dignified environment for all clients. The Navigation Center will be considered a non-bullying environment.

All staff are easily identifiable and are required to wear Shelter Operator- Approved shirts or vests. Staff will be scheduled to optimize safety of staff, volunteers and clients and to provide optimal coverage during hours of high volume.

The Regional Director of Emergency Services is responsible for the performance of all Buena Park Navigation Center Activities. Their primary responsibilities include program management, development, and community relations, which includes supervising the Program Manager of Buena Park Navigation Center.

All Shelter operations and staff are supervised by the full time Program Manager. The Manager is a full timein full-time, salaried position with at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations. The Program Manager is responsible for coordinating all program services for Buena Park Navigation Center.

Primary responsibilities include supervising support staff. This position reports directly to the Regional Director of Emergency Services.

The Site Leaders are responsible for overseeing daily services and activities in Buena Park Navigation Center and provides support for the Multi-Service Center services. They oversee all shelter activities including logistics and client intake, oversee distribution of services, and assist in coordination of volunteers and supportive services. They provide support to staff during designated shifts and assign tasks, oversee administrative duties that support program services. The Site Leaders report directly to the Buena Park Navigation Center Program Manager, reporting any staff or shelter issues as needed.

The Logistics Coordinators are responsible for providing supportive services and logistical support to Buena Park Navigation Center during designated shifts. This position requires a flexible work schedule including weekend, morning, evening, and holiday shifts to provide optimal coverage during Shelter hours. This position reports directly to the Buena Park Navigation Center Program Manager, and by proxy, the Site Leaders. This position assists with shelter setup and maintenance, cleanliness and safety of facility, assisting and receiving orders from vendors, laundry, and more as needed.

The Housing Navigator position requires at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations and have working knowledge of mental health and addiction issues. The Housing Navigator provides housing navigation assistance to Shelter clients and conducts an individual assessment of needs, followed by provision of targeted services focused on returning individuals to permanent housing as quickly as possible. The Housing Navigators conduct the VI- SPDAT assessment, determine eligibility, enter assessments into Central Intake System for prioritization and linkage to housing provider, help clients obtain necessary documents, and provide individuals with employment guidance and community resources. When clients are referred to other programs, the Housing Navigator can provide a warm hand-off to the service provider. The Housing Navigator is also responsible for accepting new referrals, completing the Diversion Questionnaire and new client intakes, and prepping all data to be ready for handoff to the Data Entry Specialist.

The Data Entry Specialist manages the HMIS and data for reporting requirements. They are responsible for ensuring that HMIS and Coordinated Entry data is complete.

The Overnight Coordinator is a full-time position that covers overnight logistics shifts at Buena Park Navigation Center. They resolve conflicts and file incident reports as necessary, report violations and general events in the daily log. This position is largely Logistics based, and a significant amount of cleaning is involved. They also oversee 3rd shift Security crew and conduct safety checks. The Overnight Coordinator provides general support for clients, ensuring their safety during the night.

Volunteers assist with daily ongoing operations of the shelter, and can be utilized every day of the week. Volunteers help the Shelter Staff with setting up and serving meals, clean-up, laundry, daytime activities, as well as minor administrative duties and distribution of donations. There are also opportunities for Volunteers to do special work projects on-site or to hold special events.

All volunteers are assigned to duties that are appropriate for their age and activity level. It is important that volunteers be reliable, and all staff treat them as a vital component of shelter operations.

All the positions requirements and descriptions will be available in the Shelter Operator’s Human Resources Department and will be also made readily available to all staff. Please see attached job descriptions.

Commented [BR39]: Can Shelter guests volunteer for
these tasks?

B. Policies for Staff Training

Buena Park Navigation Center Program staff are trained in emergency evacuation, first aid procedures, mandated reporting policies, crisis intervention, and CPR procedures. These trainings are repeated and updated annually and as needed. Staff also receives additional training on different topics as opportunities arise and are needed.

Each staff member also receives on-going in-service training in crisis management. Staff also trainstrain in Strengths-Based Approaches and positive communication skills. Each staff member is required to attend annual training to update and improve their knowledge.

Documentation of training is kept by the Program Manager and is provided to the Head of Human Resources for filing, when appropriate.

Security staff undergoes sensitivity training to better equip them to work with homeless clients, and those in crisis.

1. Emergency Procedures – Evacuation, First Aid, and CPR, 911 Reporting

Program staff are trained in fire, earthquake, and chemical spill evacuation procedures when hired and annually. Evacuation drills with all staff and clients are held and recorded quarterly. Evacuation protocols are recorded in the Program Manager office for reference.

Evacuation routes are posted throughout the facility. Staff is trained in first aid and CPR procedures annually. 911 reporting is taught in orientation and reviewed annually. CPR certificates will be kept in staff files. Universal precautions will be followed.

2. Safety Conduct – Prevention of Abuse, Crisis Intervention, Conflict Resolution

The Shelter Operator staff is trained in identifying and the prevention of child abuse, vulnerable adult abuse, and sexual harassment titled. Each staff will complete this training program annually.

All Program staff complete a course in conflict resolution and crisis intervention upon hire and annually. Records of completed trainings are kept in Human Resource files.

3. Appropriate Behavior for Dignity and Respect

Operations, Program, Administrative and Management staff are trained in a Strengths-Based, Trauma- Informed model of client care. They are trained regularly, including at time of hire, on the best methods of working with, treating, and responding to clients who have had difficult and traumatic life experiences.

Each staff member is expected to put these models to use in every interaction they have with clients and potential clients.

Staff members are offered training regularly and expected to participate actively. Notice of completion is recorded in staff files, and each staff member has access to this information in a readily- available staff handbook.

4. Communication

Shelter staff undergoes training in communication skills – such as handling phone calls, confidentiality policies, crisis management and de-escalation of conflict. These communication skills are reinforced through practice and reviewed at regular staff meetings and reviews. Specialty courses covering topics such as communication skills with mentally ill persons, receptionist skills, communication with difficult people, and conflict resolution are completed where needed.

5. Resources and Referrals

Operations, Program, and Housing Navigator Staff are oriented to resources, homeless services, and organizations for collaboration and referral. They are also trained staff who can connect clients to the Coordinated Entry System, as a system designated Entry Point. Resource lists are updated monthly and kept on-site.

Protocols for offering and accepting referrals from other agencies are in place, reviewed by staff, updated, and kept in a manual.

6. Mental Health and Addiction Skills

All Program staff attendsattend mental health training events which include naming of symptoms, co-occurring diseases, de- escalation techniques, and safety protocols. This training is done at time of hire and revisited annually. Special speakers may present workshops on various aspects of mental health diagnoses, symptoms, and care when available. Staff is trained in symptoms of drug abuse, and referrals for treatment. Recovery programs are encouragedencouraged, and off-site referrals are made as appropriate. Though sobriety is not a requirement to stay in the shelter or participate in services, clients are expected to be able to practice self-care, follow all rules and expectations, and behave appropriately and respectfully toward staff, volunteer, and other clients. Drug misuse at the shelter is prohibited and can result in immediate exit from the program.

7. Self – Care

Regular staff meetings are held for all staff. Part of the purpose of these meetings is communication and processing of stressors while working in the difficult environment of a large-scale Year-Round Emergency Shelter Program. Staff will be welcome to participate in team-building activities throughout the year, including holiday parties, and events with co- w o r k e r s .

All staff is trained in effective communication with coworkers and in proper techniques to address coworker harassment and stressors and are aware of the importance in practicing self-care. Staff have been informed of the existing open-door policies with supervisors and the Human Resources department.

8. Annual Staff Evaluation and Training Plan

All staff are evaluated by their direct supervisor at 90 days from their hire date and at semi-annual intervals. The evaluation form is stored in the employee file held at the Human Resource office.

9. Documentation of Staff Training

Attendance of and participation in staff training is recorded in each staff file by the Program Manager. Trainings required by all staff members are also recorded in the Human Resources file to ensure each member’s knowledge and information is kept up-to-date.

C. Volunteer Policies

1. Selection, Screening, and Background Checks

The Shelter Operator actively recruits through a variety of sources, including schools, church groups, and community programs. Volunteer Recruitment events are held regularly in order to increase the number of volunteers that serve at Buena Park Navigation Center.

Individuals as well as groups are invited to volunteer at the shelter. Children aged 13 and older will be able to volunteer, however they must be accompanied by an adult or legal guardian and that person must be registered to volunteer on the day they appear.

All potential volunteers are screened for sex offenses and criminal background checks before being confirmed for volunteer duty.

2. Orientation and Training

The Shelter Operator includes a Volunteer Coordinator in its staffing plan to support volunteer coordination efforts at the shelter. The Volunteer Coordinator will handle on-site task training of the volunteers.

Before beginning service, volunteers are provided with an Application and Agreement that includes information about volunteer duties, appropriate conduct with clients, staff, and other volunteers. Each volunteer is required to sign this Agreement before they are assigned any duty at the shelter.

Volunteers who do not agree with the requirements or refuse to sign will not be assigned a duty and are not able to volunteer at the shelter.

Volunteers sign up for an open position, time and date using online volunteer scheduling software. Volunteer Development staff from within the Shelter Operator calls and confirms the volunteer’s date and time and to provide them with the location of the shelter and any necessary important information.

Volunteers are trained on-site at tasks by the Kitchen and Donations Coordinator on duty. Any tasks that require a trained staff member are supervised by that staff member to ensure accuracy and cleanliness.

Volunteers are given opportunities to attend community forums and events to receive more training about community resources and network with other community agencies.

Volunteers are expected to adhere to a strict code of ethics and standards. Any found in violation of this code will be removed from the facility and may be limited in future volunteer opportunities.

3. Volunteer Code of Ethics

a. Each volunteer must maintain a firm commitment to professional conduct

Volunteers of Buena Park Navigation Center are expected to maintain the highest level of moral, ethical, and professional conduct while at the site. Volunteers are not allowed to engage in verbal abuse, inappropriate jokes and stories, or any type of inappropriate interaction with staff or clients.

b. Limiting Relationships with Clients

Volunteers are prohibited from developing dual relationships with any clients they meet through their involvement at Buena Park Navigation Center. Examples of dual relationships include (but are not limited to) a volunteer entering into a business, romantic, or sexual relationship with a client.

Soliciting clients for their business is also strictly prohibited.

Volunteers are not allowed to be named as having authority to make decisions for a client under any type of power of attorney or other legal procedure.

c. Food and Other Substances

Volunteers are not allowed to consume any food items or drinks supplied by Buena Park Navigation Center while volunteering, unless a special event involves food specifically for clients AND staff. Food and drink will be purchased solely for the consumption of the homeless clients. Volunteers must also commit to not consuming alcohol or any type of illicit drugs on the property while volunteering.

Volunteers who appear to be under the influence of any substance that impedes their ability to perform their duties safely and efficiently will be turned away.

d. Discrimination

Volunteers are prohibited from discriminating against any client for any reason. They may not judge an individual based on their race, disability, religious preference, sexual orientation, color, age, veteran status, citizenship,

ancestry, national origin or gender.

e. Volunteer Boundaries

Volunteers are prohibited from loaning or giving money to clients, are not allowed to meet with clients outside of Buena Park Navigation Center without explicit permission from program staff and are not allowed to drive clients in their vehicles.

f. Commitment

Buena Park Navigation Center is reliant upon the work of volunteers. This commitment is expected to be taken seriously. If a volunteer misses a shift without removing themselves from the schedule and giving notice, the volunteer may be limited or restricted from volunteering.

4. Identifiable Lines of Authority

Volunteers are informed of identifiable lines of authority in their Application Packet. Volunteers may defer to the serving area and Donations Coordinator on duty to give resources, referrals, and handle situations beyond their responsibility and volunteer agreement.

Volunteers also have access to the Program Manager or lead staff member on site, for questions and any grievances.

All volunteers will be provided with a name tag identifying them as such.

5. Descriptions of Volunteer Tasks

Volunteers are needed 7 days a week to help in the mornings, mid-day hours and evenings.

The staff at Buena Park Navigation Center will ensure all volunteers are provided with a task and description of any duties they might perform. Tasks and duties include, but are not limited to:
● Assisting the Intake Specialist in registering and signing in clients at time of entry ● Setting up cleaning tables for breakfasts and dinners ● Distributing donations and hygiene items
● Helping direct lines to donations and food
● Serving meals, setting up snacks and drinks for clients ● Organizing special projects and activities for the guests of Buena Park Navigation Center Commented [BR40]: What is deferring to the serving
area mean?

SECTION IV. ATTACHMENTS

A. JOB DESCRIPTIONS
B. SHELTER CLIENT RULES
C. VOLUNTEER POLICIES

ATTACHMENT “A”: JOB DESCRIPTIONS

Regional Director of Emergency Services
Job Description

Introduction: The Regional Director of Emergency Services is responsible for the performance of all Year- Round Emergency Shelter Program, Services and Outreach Activities in Orange County and Bellflower. Primary responsibilities include program management, program development, and community relations. This includes supervising the Buena Park Navigation Center Manager. This position requires a flexible schedule especially during the winter months (weekend, morning, evening and holiday shifts). This position may at times require transportation of supplies to shelter locations. The Regional Director of Emergency Services reports directly to the Director of Emergency Services.

Qualifications: Associate’s Degree and at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations and have a working knowledge of mental health and addiction issues. Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others. Valid CA driver’s license, proof of insurance and reliable vehicle is required.

Program Management and Development

Goal: Oversee the development and implementation of all program services for our Year-Round Emergency Shelter Program to ensure quality delivery of services.
• Maintain performance of existing shelter services
• Oversee the scheduling and coordination of all Shelter Sites • Ensure strong communication between Staff and Partner agencies • Oversee coordination of shelter activities and distribution of services • Provide monthly reports to the Operations Director
• Develop new partnerships with other agencies in order to enhance our current services • Oversee implementation of new services
• Implement new services/year-round, permanent facility • Manage Budget
• Oversee Purchases, Vendor Bids and MOU’s

Staff Management

Goal: Manage Identified Staff facilitating optimal performance.

• Manage and supervise Shelter Program Managers
• Assist in various aspects of staff’s duties
• Provide support and guidance when necessary
• Provide support for crisis/conflict intervention
• Coordinate trainings and orientations when needed
• Conduct Meetings monthly
• Meet with identified staff individually when necessary • Review and evaluate performances
• Conduct midyear and annual review

Outreach Services

Goal: Provide leadership in critical support in the development and implementation of Outreach Services

• Brainstorm, research and assist in the development our outreach strategy • Oversee implementation of outreach services
• Assist with Front Door Calls when necessary

Community Relations

Goal: Positively advance agencies reputation in the broader community.

• Maintain active involvement with neighbors and program partners • Maintain active involvement with community service organizations

Miscellaneous

• Provide creative input to the Executive and Operations Directors • Participate in networking functions
• Attend appropriate training workshop as needed
• Attend appropriate house and staff meetings
• Complete ad hoc projects as appointed by Supervisor

Program Manager – Buena Park Navigation Center
Job Description

Introduction: This Program Manager is responsible for coordinating program services for Buena Park Navigation Center. This position requires dependability, responsibility, organizational skills; and strong written and verbal communication skills. Primary responsibilities include program management, program development, and outreach and community relations and reports to the Regional Director of Emergency Services. This position includes supervising support staff and requires a flexible schedule (weekend, morning, evening and holiday shifts). This position may require the transportation of supplies. Fluency in Spanish is a significant value.

Qualifications: Associate’s Degree and at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations and have a working knowledge of mental health and addictions issues. Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others. Valid CA driver’s license, proof of insurance and reliable vehicle is required.

Year Round Emergency Shelter Program
Goal: Ensure that the Shelter run smoothly and that we maintain accurate data and strong communication with community partners.

Oversee Client Services
Coordinate calendar and services provided by partner agencies Support all aspects of operations including direct client services when necessary Oversee the collection and distribution of donations
Assist with monitoring facility security and maintenance Ensure enforcement of our good neighbor policies
Assist with securing necessary resources
Oversee collection, input and distribution of intakes / summary sheets / reports Provide support with community resources and referrals
Develop new partnerships with other agencies in order to enhance our current services Manage program budget
Facilitate Resident Advisory Council and Partnership Meetings.

Management
Goal: Manage Identified Program Staff, Interns and Volunteers facilitating optimal performance. Manage and supervise support staff in all of their duties
Assist in various aspects of staff’s duties
Assist in coordinating and managing on-site volunteers
Assist in coordinating and managing special group events and holiday events Provide crisis/conflict intervention Coordinate trainings and orientations when needed Conduct 90-day, midyear, and annual reviews.

Community Relations
Goal: Positively advance Agencies reputation in the broader community.

Maintain active involvement with neighbors and program partners Maintain active involvement with community service organizations

Miscellaneous
Must participate in networking functions and community meetings.

Attend staff meetings and training workshops as needed
Assist with general duties (stocking supplies, copies, fax, phone calls, etc.) Enhance job performance by applying up-to-date professional knowledge gained by attending seminars and conferences and reviewing professional publications.

Perform ad hoc projects as appointed by Supervisor

Community Relations
Goal: Positively advance Agencies reputation in the broader community.

Maintain active involvement with neighbors and program partners Maintain active involvement with community service organizations

Miscellaneous
Must participate in networking functions and community meetings.

Attend staff meetings and training workshops as needed
Assist with general duties (stocking supplies, copies, fax, phone calls, etc.) Enhance job performance by applying up-to-date professional knowledge gained by attending seminars and conferences and reviewing professional publications.

Perform ad hoc projects as appointed by Supervisor

Site Leader – Buena Park Navigation Center
Job Description

Introduction: The Emergency Services Site Leader is responsible for overseeing services and activities at Buena Park Navigation Center.

Dependability, responsibility, and the ability to communicate effectively and respectfully are mandatory skills. Ability to work effectively with a diverse population; plan, organize and prioritize duties; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others This position requires a flexible work schedule including some weekend, morning and evening and holiday shifts. This position reports directly to Buena Park Navigation Center Manager.

Fluency in Spanish is a significant value.

Qualifications: Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others. Associate’s Degree preferred but not required.

Shelter
Assist in the implementation of all shelter activities to ensure quality delivery of services.

Oversee all shelter activities including logistics and client intakes Oversee distribution of services and all program services while on duty Assist in the coordination of volunteers and support services Oversee the organization of supplies and facilities needs

Management
Goal: Support Identified Program Staff facilitating optimal performance.

Support shelter staff during designated shifts
Assist in various aspects of staff’s duties
Assist in coordinating and managing special group events and holiday events Provide crisis/conflict intervention
Communicate any staff or shelter issues to Program Manager.

Administration
Goal: Oversee administrative duties that support program services.

Coordinate supply and service needs
Assist with securing necessary resources
Assist with record keeping and reporting

Miscellaneous
Attend staff meetings and training workshops as needed
Assist with general duties (stocking supplies, copies, fax, phone calls, etc.) Enhance job performance by applying up-to-date professional knowledge gained by attending seminars and conferences and reviewing professional publications.

Perform ad hoc projects as appointed by Supervisor

Lead Housing Navigator
Job Description

Job Description Introduction: The Lead Housing Navigator, under the direction of the Emergency Services Program Manager, is responsible for supporting the navigation team. The Navigation team works directly with clients in emergency shelter and are responsible for performing ongoing needs assessment, personal housing plans, support, information, referral and advocacy for individuals. This position requires strong leadership in supporting a team’s successful working relationships. This position will influence and recognize positive behavior changes and will identify problems and obstacles and create solutions to help address them.

Qualifications: Associate’s Degree and at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations and have a working knowledge of mental health and addiction issues. Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others. Valid CA driver’s license, proof of insurance and reliable vehicle is required. Management experience preferred.

Staff
• Manage day-to-day operations of Housing Navigator teams, objectives and housing plans; • maintains a limited caseload
• Conducts weekly case conferencing and monthly case file audits to assure participants records are complete and accurate • Make referrals to supportive services such as job developers, social workers and health care providers as deemed necessary • May make home and field visits
• Provide supportive advocacy for clients; provides crisis intervention, if needed • Receive, review, and process financial assistance requests as needed • Provide training, supervision, and problem-solving guidance for difficult cases

Documentation
• Oversee the consistency of documentation standards as set forth by the program contract and program policies • Oversee accurate and complete data into HMIS
• Oversee consistency of confidential hard copy case files with all relevant documentation in the appropriate section

Housing Navigator – Buena Park Navigation Center
Job Description

Introduction: The Housing Navigator provides assistance to individuals that are literally homeless. This assistance includes an individualized assessment of needs, followed by provision of targeted services focused on returning individuals to permanent housing as quickly as possible. The Navigator will conduct an assessment, determine eligibility, enter assessment into Central Entry System for prioritization and linkage to housing provider, help client obtain documents required for housing placement, provide individuals with employment guidance and community resources.

Qualifications: Associate’s Degree and at least 2 years of direct life experience working with long-term homeless, low income, and diverse populations and have a working knowledge of mental health and addiction issues. Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others. Valid CA driver’s license, proof of insurance and reliable vehicle is required.

Year Round Emergency Shelter Program Services
Conduct diversion interviews
Manage intake process
Maintain intake area and ensure daily forms and supplies are stocked and ready for new intakes

Supportive Services
Provide assessment for client within seven days of entering shelter.

Determine eligibility and enter assessment into Central Entry System for prioritization and linkage to housing provider Assist client with obtaining documents required for housing placement While client is at the shelter provide employment linkage, benefits establishment, linkage to community providers for substance abuse, primary and mental health care, and all other services needed to assist clients in reaching their stabilization goals While client is at the shelter provide strengths based case management and service coordination designed to assist clients in obtaining and maintaining stable housing
Conduct crisis and risk assessments in consultation with supervisor and case management team Provide crisis intervention services focused on enhancing the client's’ ability to independently problem solve, utilize effective coping skills, and manage and self -coordinate own care
Provide warm hand off to selected housing provider ensuring a smooth transition from the shelter into housing.

Documentation
Maintain documentation standards as set forth by the program contract and program policies Complete progress notes on every meeting with client
Input accurate and complete data into HMIS and update snapshots to reflect client progress Maintain confidential hard copy case files with all relevant documentation in the appropriate section

Logistics Coordinator – Buena Park Navigation Center
Job Description

Introduction: The Logistics Coordinator is responsible for providing supportive services and logistical support to Buena Park Navigation Center during designated shifts. This position requires a flexible work schedule including some weekend, morning and evening and holiday shifts.

This position reports directly to Buena Park Navigation Center Program Manager. Dependability, responsibility, and the ability to communicate effectively and respectfully are mandatory skills. Fluency in Spanish is a significant value.

Qualifications: Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others.

Shelter Support
Assist in the implementation of all shelter activities to ensure quality delivery of services. Assist with shelter maintenance Responsible for cleanliness and safety of facility including emptying trash cans and cleaning all areas of the shelter, including dorms, kitchens and restrooms.

Assist with receiving and verifying orders from vendor’s, completing tally sheets Post and update signs and service calendars Audio Equipment set up and monitoring
Assist in the organization of supplies and facilities needs

Miscellaneous
Assist with client services and program activities if necessary Complete ad hoc projects as appointed by Supervisor

Overnight Logistics Coordinator – Buena Park Navigation Center Job Description

Introduction: The Overnight Logistics Coordinator is responsible for providing supportive services and logistical support to Buena Park Navigation Center during overnight shifts. This position requires a flexible work schedule including some weekend, morning and evening and holiday shifts.

This position reports directly to Buena Park Navigation Center Program Manager. Dependability, responsibility, and the ability to communicate effectively and respectfully are mandatory skills. Fluency in Spanish is a significant value. Because of the nature of the shift, this position must be able to operate as site supervisor at times, and be able to communicate effectively after hours with the Program Manager if absolutely necessary.

Qualifications: Possess a high level of tolerance and understanding for individuals who present for services with urgent multiple case management and health needs. Ability to perform crisis intervention as needed; clearly communicate information and instructions verbally and in written form; maintain a positive, professional and safe environment while on duty; and establish and maintain effective working relationships with others.

Shelter Support
Assist in the implementation of all shelter activities to ensure quality delivery of services.

Assist with shelter maintenance
Responsible for cleanliness and safety of facility including emptying trash cans and cleaning all areas of the shelter, including dorms, kitchens and restrooms.

Assist with receiving and verifying orders from vendor’s, completing tally sheets Post and update signs and service calendars
Audio Equipment set up and monitoring
Assist in the organization of supplies and facilities needs

Miscellaneous
Assist with client services and program activities if necessary Complete ad hoc projects as appointed by Supervisor

ATTACHMENT “B”: SHELTER CLIENT EXPECTATIONS

Buena Park Navigation Center
Shelter Expectations

Welcome to Buena Park Navigation Center. We hope your stay with us allows you to begin your path to ending your homelessness. In order to ensure that all guests are able to comfortably work toward that goal, the following expectations need to be followed while in the vicinity of the shelter, on the provided shuttle vans, and while in the immediate area of our shuttle pick-up and drop-off locations.

1. Demonstrate responsibility for yourself, your actions, and your housing plan.

2. Follow all health and safety policies.

3. Guests are expected to meet with their Housing Navigators at least once a week at a scheduled time to discuss their housing plans. Their Housing Navigator will ensure each guest is entered into the Coordinated Entry System, as the first line of housing engagement. The goal is to get you connected to housing resources as quickly as possible. This is a low-barrier Temporary Shelter intended for 24-hour increments of stay. The maximum length of stay is 90 consecutive nights unless otherwise determined. Extensions may be granted on a case by case basis. Each guest’s progress toward achieving their housing goals will be reviewed at 30 -day increments. If a guest chooses not to work toward their housing plan or follow these expectations, he/she may be asked to leave at that time.

4. Guests are expected to actively work their housing plan! By signing these expectations, you understand that you are not guaranteed housing by enrolling in this program. Part of your Housing Plan will be to identify tasks that you will need to complete in order to achieve your goal of securing housing. Your Housing Navigator will work alongside you to assist you in connecting with resources and addressing potential barriers.

5. Current guests of the program may use this location as a mailing address. Please note, however, that after a guest exits, it becomes his or her responsibility to fill out a change of address form with the post office. Any mail that is delivered to the site after a guest has left the program will be sent back to the post office as “Return to Sender”. Mail will be kept at the front desk, along with important program notices or messages from staff.

Upon signing in each day, the guest’s name will have a mark next to it signifying that there is unclaimed mail or messages.

6. Guests are expected to abstain from behavior that is disruptive and unacceptable to others. Examples include:
verbal harassment, physical harassment, excessive profanity, threats and/or violent behavior, nudity or obscene behavior, possessing weapons (or items that may be perceived as weapons) or contraband (examples of items considered contraband can be made available upon request), drug dealing, theft, etc. Serious offenses include but are not limited to: use of racial slurs, sexual harassment, violence, and any other inappropriate physical contact. Serious violations may be result in an immediate exit from the shelter. If you are asked to leave, a shuttle driver will transport you to an approved drop off location.

7. If a guest’s behavior is extremely disruptive and staff or security asks you to step outside or remove yourself from an area for de-escalation purposes, you are expected to comply with this request. You will be able to rejoin the group when your behavior is no longer a disruption to the other shelter guests.

8. Several areas on site are restricted to staff and security only. Guests are not allowed to any areas other than the commons, dorms, and guest restrooms, unless without explicit permission from management team. The only doors guests may use to access the outside areas are the main doors near the security check-in, and the store-front glass doors leading out from the Commons hall.

9. Guests are expected to return each night before 9:00 pm, unless allowed special circumstance by management (ex: for work or school). Guests may request late entry by submitting a Request for Consideration to be approved by the Program Manger. Guests are not allowed to miss two consecutive nights or more than 2 nights in any calendar month without clearing the absence with their Housing Navigator. Guests are expected to sign in on a daily basis. Guests may not sign in for others. The program manager may grant excused nights out of the shelter upon request if necessary and appropriate.

10. Photo ID’s are required of all registered guests. Mercy House will take photos and thumbprints to produce program ID’s for guests, and for security reasons, if necessary. By entering this program, you give your consent to this. If you do not have a California State ID the MH Staff will assist you in acquiring an ID with in the first few days after enrollment. A photo ID of some sort is required to receive a bath towel and is also used when waiting in the dinner line.

11. To promote a healthy and clean environment, all guests are required to shower the day they enter the program. Guests must also submit any clothing/bedding items for laundry the day they enter the program.

Guests are then expected to maintain their hygiene (including changing into clean clothes when possible), laundry once a week and showering at least twice a week.

12. Every guest will be assigned a laundry day. Guests will be expected to bag their dirty clothes and bundle their bedding on this day to help streamline laundry services. Laundry should be submitted to staff for cleaning by 9:00 AM on this day.

13. Every guest is allowed 1 lockable indoor bin and lock and 1 outdoor rolling bin. Rolling bins are accessible only during the designated and posted times. Trash and recycling may not be brought onto the property. For the protection of guests’ items, no liquids for open food can be stored in any bin. Guests may only use the bins assigned to them by staff.

14. Guests are expected to straighten their beds when not in use, and are restricted to no more than 2 personal bags on the bed. Water is allowed in the dorms but no open or perishable food or other liquid drinks may be brought to the bed area at any time. 1-2 pairs of shoes may be stored under the bed but no additional personal items may be kept behind, under or in the aisles next to your bed. No barriers of any kind may be raised without explicit permission from management team.

15. All prescription medication must be recorded with MH Staff at Intake and stored in your indoor lockable storage in its original labeled container. Clients are encouraged to lock these containers to ensure secure storage of medication. Pills or medication NOT matching the original labeled container may be confiscated. No medicinal marijuana will be allowed indoors at any time. Medical marijuana may only be stored in your outdoor bin with a valid Medicinal Use Card and must be 8 oz. or less.

16. Smoking of tobacco is permitted in the smoking area only. No drugs, paraphernalia, alcohol, or marijuana (recreational or medicinal) will be permitted in or around the shelter. Anything containing cannabis or THC (without a prescription) will be considered contraband.

17. This shelter incorporates closed-circuit surveillance cameras as part of its security system. These cameras are in almost every area except the restrooms. The footage captured is used only for in -house safety and security purposes and is not shared with the general public. By signing this document, you consent to this.

18. Attend resident meetings and contribute to the community.

19. All guests are expected to be Good Neighbors of the community in which they are served, and have an obligation to comply with all state and local laws and/ or ordinances and behave in a courteous manner at all

times. Complaints from residents, business owners, or public officials may result in expulsion from Mercy House Programs.

20. In order to remain Good Neighbors, all guests are expected to use the provided shuttles for transportation on to and off of the property. We practice a strict no-walk-up policy. Guests are expected to remain on the property at all times unless when leaving for the day. All guests are allotted one exit and one entry per day, including guests who drive their own personal vehicles (unless under approved special circumstances). Violation of this expectation may result in an immediate exit.

21. Guest vehicles may be parked on public property and at owner’s own risk. All Buena Park Municipal Codes, California Vehicle Codes and County of Orange Codes must be obeyed or are subject to fines and/or towing. A valid license and insurance are required. RV’s (Recreational Vehicles) are not permitted on -site. Guests with bicycles must use the bicycle racks on the shuttle buses, and allow Mercy House drivers to secure them on the rack. Guests are only allowed one bike per person, and are not allowed to store spare bike parts unless they fit in the outdoor bin. All bicycles brought on property must be registered and photographed.

22. There is a women’s section and a men’s section for sleeping. Please respect the privacy of others. Only one person will be permitted at a time to use the All-Gender Restroom, regardless of relationship or marital status. _

23. Guests are expected to respect the rest and sleep of their neighbors. When lights are off, indoor voices should be used to limit distractions and not disturb their rest. Likewise, guests are not allowed to use bright lights or play music/watch video with sound in the dorms after lights out.

24. Although we respect everyone’s right to privacy, we reserve the right to pat down and search all persons as a precaution against any potential security risks. Items considered contraband may be confiscated and/or destroyed. Guests will always need to be searched any time they access their outside bins, bikes or vehicles.

25. Approved pets, service animals and companion animals will only be allowed into the program with explicit permission given by program management team. All pet owners must agree to and follow the guidelines provided in the Animal Expectations, which is a separate document that will be given upon entry of the animal into the shelter.

26. Neither Mercy House nor any of its vendors are in any way responsible or liable for lost, stolen, or damaged items that guests bring onto premises. Guests are encouraged to keep valuable items close and guarded, and are asked to turn in found items to the staff at the front desk. We advise that those who choose to use the supplied charging stations to have their electronics clearly marked and/or customized for easy identification.

Guests may only charge their electronics at the approved charging stations, and may not remain at the station for any extended amount of time.

27. Cash is never to be given to Staff, Volunteers, or Interns at ANY time.

28. It is our desire to never deny shelter or services to our guests, however, in the case that behavior becomes a health and safety risk Shelter Management can expel/prevent any guests from staying at the shelter. Any conflicts between guests should be brought to the attention of the staff immediately. Any guests who are asked to exit will have 7 days (one week) to pick up any items left on -site. Guests must call and speak to a site leader to schedule a pickup.

29. Any guest that does not follow these expectations is jeopardizing their ability to accomplish their housing plan and may be exited from the shelter. Because everyone can make a mistake, when an expectation is not met,

staff will clarify any misunderstanding of the expectation and discuss ways that each guest can avoid further violations. If the violations continue Mercy House staff and the guest will meet and create an action plan to support the client to get back on track with their housing plan and meeting these expectations. Guests who have five action plans and continue to violate these expectations will be exited from the shelter.

As a result of initialing these expectations and signing this form, I understand that expectations, health and safety policies may change as necessary and that I will be informed of these changes and I am required to abide by these amended policies.

I have read the above and agree to follow the Shelter Expectations.

Name (please print):

Signature: Date:

ATTACHMENT “C”: VOLUNTEER POLICIES

Emergency Shelter Volunteer Policies

1. Each volunteer must maintain a firm commitment to professional conduct. Volunteers of the Emergency Shelter are expected to maintain the highest level of moral, ethical, and professional conduct while at the site. Volunteers will not engage in verbal abuse, inappropriate jokes and stories, and or any type of inappropriate interaction with Emergency Shelter staff or clients.

2. Relationships with Clients. Volunteers are prohibited from developing dual relationships with any clients they meet through their volunteer involvement at the Emergency Shelter. Examples of dual relationships include (but are not limited to) a volunteer entering into a business, romantic, or sexual relationship with a client. Soliciting clients for your business is strictly prohibited. Volunteers are not allowed to be named as having authority to make decisions for a client under any type of power of attorney or other legal procedure.

3. Food and Other Substances. Volunteers will not consume any food items or drinks supplied by the Emergency Shelter while volunteering. Food and drinks are purchased solely for the consumption of the homeless clients. Volunteers must also commit to not consuming any type of illicit drugs on the property while volunteering. Volunteers who appear to be under the influence of any substance that impedes their ability to perform their duties safely and efficiently may be turned away.

4. Discrimination. Volunteers will not discriminate against any client. They will not judge an individual based on their race, disability, religious preference, sexual orientation, color, age, veteran status, citizenship, ancestry, national origin or gender.

5. Volunteer Boundaries. Volunteers are not permitted to loan or give money to clients, should not meet with clients outside of the Emergency Shelter without permission from program staff, and are not allowed to drive clients in their vehicles.

6. Commitment. The Emergency Shelter is reliant upon the work of volunteers. This commitment should be taken seriously.

If a volunteer misses a shift without removing themselves from the schedule and giving notice, the volunteer may be limited or restricted from volunteering.

February 24, 2026

CONSENT CALENDAR
Item No. 4E.

City Council Agenda Report
RESOLUTION APPROVING THE CITY OF BUENA PARK STATEMENT OF INVESTMENT POLICY DATEDFEBRUARY 24, 2026

PREPARED BY PRESENTED BY
Sung Hyun, Director of Finance Sung Hyun, Director of Finance

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Sung Hyun, Director of Finance Aaron France, City Manager

RECOMMENDED ACTION
Adopt a resolution approving the City of Buena Park Statement of Investment Policy dated February 24, 2026.

PREVIOUS CITY COUNCIL ACTION
The City Council annually approves the Statement of Investment Policy, which was most recently approved onFebruary 25, 2025.

DISCUSSION
California Government Code Section 53646(a) requires that the investment policy of the City be annually rendered to, and then considered by, the City Council.

Staff is recommending minor modifications to the policy for continuing compliance with the California Government Code. The modifications are a result of SB 595, which became effective on January 1, 2026:

Extends the maximum maturity date for prime commercial paper from 270 days to 397 days.

For California local agencies with assets under management of at least $100 million, up to 40% of the portfolio can be invested in eligible commercial paper. This provision will be extended from 1/1/26 to 1/1/31.

Local agencies can invest in securities issued by the US Government that may result in a zero- or negative- interest accrual during a period of negative market interest rates. This provision will be extended from 1/1/26 to 1/1/31.

Additionally, staff is proposing to add Joint Powers Authority (JPA) as an allowable investment asset class to remain consistent with the California Government Code. This addition would allow the City to invest in JPAs like CalTRUST, California Asset Management Program (CAMP), or CalFIT, if it is determined to be beneficial to the investment portfolio.

BUDGET IMPACT
The proposed resolution adopting the Statement of Investment Policy sets the investment guidelines for deposit of City funds. However, there is no direct impact to the budget with the approval of this item.

Attachments
Investment Policy Att1of2 reso.pdf
Investment Policy Att2of2 policy 2-24-26.pdf
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF BUENA PARK, CALIFORNIA, AUTHORIZING THE

CITY TREASURER TO INVEST FOR SAFEKEEPING IDLE

MONEY OF THE CITY OF BUENA PARK IN
ACCORDANCE WITH THE “STATEMENT OF
INVESTMENT POLICY” DATED FEBRUARY 24, 2026

BE IT RESOLVED by the City Council of the City of Buena Park, as follows:

Section 1: In accordance with section 53607 of the Government Code of the State of California, the Director of Finance/City Treasurer is hereby authorized to invest idle money in the City Treasury not required for the immediate necessities of the City as he/she deems appropriate in securities in which this City is authorized to invest by the provisions of the State of Cali fornia, Government Code 53601, sections 53602 and 53635 but specifically as restricted by the attached “Statement of Investment Policy” dated February 24, 2026.

Section 2: The Director of Finance/City Treasurer is only authorized to purchase and invest funds of the City within guidelines in the Statement of Investment Policy dated February 24, 2026.

Section 3: The City Clerk shall certify to the passage and adoption of this resolution and it shall thereupon be in full force and effect.

PASSED AND ADOPTED this 24th day of February 2026 by the following called vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

_________________________________________
Mayor
ATTEST:

_______________________________
City Clerk

I, Adria M. 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 24th day of February 2026.

______________________________________
City Clerk
1 CITY OF BUENA PARK

STATEMENT OF INVESTMENT POLICY
Dated: February 24, 2026
Purpose
This statement is intended to provide guidelines for the prudent investment of the City’s temporary idle cash and outline the procedures for maximizing the efficiency of the City’s cash management system. The ultimate goal is to enhance the economic status of the City while protecting its pooled cash.

Delegation of Authority
Authority to manage the City’s investment program is derived from California Government Code Sections 53600 et . seq. The governing body is responsible for the City’s cash management, including the administration of this Investment Policy. Management responsibility for the cash management of City funds is hereby delegated to the Director of Finance/City Treasurer.

The Director of Finance/City Treasurer will be responsible for all transactions undertaken and will establish a system of procedures and controls to regulate the activities of subordinate employees.

The City may engage the services of one or more external investment managers to assist in the management of the City’s investment portfolio in a manner consistent with the City’s objectives.

Such external managers may be granted discretion to purchase and sell investment securities in accordance with this Investment Policy. Such managers must be registered under the Investment Advisers Act of 1940.

Selection of broker/dealers used by an external investment adviser retained by the City will be at the sole discretion of the adviser. Where possible, transactions with broker/dealers shall be selected on a competitive basis and their bid or offering price s shall be recorded. If there is no other readily available competitive offering, best efforts will be made to document quotations for comparable or alternative securities. When purchasing original issue instrumentality securities, no competitive offerings will be required as all dealers in the selling group offer those securities at the same original issue price.

Ethics and Conflict of Interest
All persons in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Council any material financial interests in financial institutions that conduct business within its jurisdiction; and they shall further disclose any direct personal financial/investment positio ns that could be related to the performance of the City of Buena Park, particularly with regard to the time of purchases and sales.

Objective
The City’s cash management system is designed to accurately monitor and forecast expenditures and revenues thus enabling the City to invest funds to the fullest extent possible.

The City attempts to obtain the highest return possible while meeting the criteria established for safety and liquidity.
2 As a charter law city, Buena Park operates its pooled idle cash investments under the Prudent Investor Standard.* This affords the City a broad spectrum of investment opportunities as long as the investment is deemed prudent and is allowable under current legislation of the State of California Government Code Section 53600 et. seq. and the charter of the City of Buena Park.

Buena Park strives to maintain the level of investment of all idle funds as near 100% as possible through daily and projected cash flow determinations. Idle cash management and investment transactions are the responsibility of the Director of Finance/City Treasurer.

Socially Responsible Investing
Restrictions – The direct investing of City funds are restricted as follows:

1. No investments are to be made in companies whose primary business is the extraction, refining, processing, or distribution of fossil fuels.

2. No investments are to be made in companies that source the majority of their revenues from the production of tobacco or tobacco-related products.

3. No investments are to be made in companies that source the majority of their revenues from the production of firearms, weapons, or nuclear power with the exception of those used for national defense of the United States.

4. The City will strive to make investments in entities that support a clean and healthy environment, promote community economic development, fair labor practices, and support equality of rights regardless of sex, race, age, disability, or sexual orientation.

Authorized and Suitable Investments
All investments shall be made in accordance with Sections 53600 et seq. of the Government Code of California and as described within this Investment Policy. Percentage holding limitations and credit quality minimums in this section apply at the time of purchase. Maximum maturity is measured from the date of settlement. Permitted investments under this policy shall include:

U.S. Treasury Securities
U.S. Treasury and other government obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. There are no limits on the dollar amount or percentage that the City may invest in U.S. Treasuries.

1. The maximum maturity of an issue shall be no more than 5 years from the date of settlement.

U.S. Government Agency Obligations
Federal Agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. There are no limits on the dollar amount or percentage that the City may invest in government-sponsored enterprises.

1. The maximum maturity of an issue shall be no more th an 5 years from the date of settlement; and,

* The Prudent Investor Standard states, that “…When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing… that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. “ 3 2. No more than 30% of the portfolio may be invested in any single U.S. Agency issuer; and,

3. The maximum percentage of callable agency securities will be 20%.

Corporate Medium Term Notes
Corporate medium term notes, provided that:

1. Such notes have a maximum maturity of five years; and,

2. Are issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States; and,

3. Are rated in the ”A” category or better by a nationally recognized statistical rating organization (NRSRO); and,

4. Holdings of medium-term notes may not exceed 30% of the portfolio; and,

5. No more than 5% per issuer.

Banker’s Acceptances
Banker’s acceptances, provided that:

1. They are issued by institutions with short term debt obligations rated ”A -1” or higher, or the equivalent, by a NRSRO; and have long-term debt obligations which are rated in the ”A” category or higher by a NRSRO; and,

2. The maturity does not exceed 180 days; and,

3. No more than 20% of the total portfolio may be invested in banker’s acceptances; and,

4. No more than 5% per issuer.

Mortgage Pass -Through Securities, Collateralized Mortgage Obligations (CMO) and Asset-Backed Securities, from issuers not defined in the U.S. Treasury Securities or U.S.

Government Agency Obligations sections of the Authorized and Suitable Investments section of this investment policy
Mortgage Pass -Through Securities, Collateralized Mortgage Obligations (CMO) and Asset - Backed Securities, from issuers not defined in the U.S. Treasury Securities or U.S. Government Agency Obligations sections of the Authorized and Suitable Investments section of this investment policy, provided that such securities:

1. Have a maximum stated final maturity of five years; and,

2. Are rated in a rating category of “AA” or its equivalent or better by a NRSRO; and,

3. Purchase of securities authorized by this subdivision may not exceed 20% of the portfolio.

Negotiable Certificates of Deposit
Negotiable certificates of deposit (NCDs), provided that:

1. They are issued by institutions which have long -term obligations which are rated in the ”A” category or higher by at least one NRSRO; and/or have short term debt obligations rated ”A-1” or higher, or the equivalent, by at least one NRSRO; and,

2. The maturity does not exceed five years; and,
4 3. No more than 30% of the total portfolio may be invested in NCDs and no more than 5% per issuer.

Federally Insured Time Deposits (Non-negotiable certificates of deposit) Federally Insured Time Deposits (Non -negotiable certificates of deposit) in state or federally chartered banks, savings and loans, or credit unions, provided that;

1. The amount per institution is limited to the maximum covered under federal insurance; and,

2. The maturity of such deposits does not exceed 5 years; and,

3. No more than 5% per issuer.

Time deposits (Non-negotiable certificates of deposit)
Time deposits (Non -negotiable certificates of deposit) in California banks in excess of insured amounts which are fully collateralized with securities in accordance with California law, provided that:

1. No more than 20% of the portfolio shall be invested in a combination of federally insured and collateralized time deposits; and,

2. The maturity of such deposits does not exceed 5 years; and,

3. No more than 5% of investment funds invested in any one bank.

Commercial Paper
Commercial paper , provided that the securities are issued by an entity that meets all of the following conditions in either paragraph (a) or (b) and other requirements specified below:
a. Securities issued by corporations:
(i) A corporation organized and operating in the United States with assets more than $500 million.
(ii) The securities are rated “A-1” or its equivalent or higher by at least one NRSRO. (iii) If the issuer has other debt obligations, they must be rated in a rating category of "A” or the equivalent or higher by at least one NRSRO.
b. Securities issued by other entities:
(i) The issuer is organized and operating within the United States as a special purpose corporation, trust, or limited liability company. (ii) The securities must have program -wide credit enhancement including, but not limited to, overcollateralization, letters of credit, or a surety bond. (iii) The securities are rated “A-1” or the equivalent or higher by at least one NRSRO. • The final maturity does not exceed 397 days; and,
• No more than 2 5% of the portfolio is invested in commercial paper . Under a provision sunsetting on January 1, 20 31, no more than 40% of the portfolio may be invested in commercial paper if the City’s investable assets are greater than $100,000,000; and,
• No more than 5% per issuer; and,
5 • No more than 10% of the outstanding commercial paper of any single issuer.

Repurchase Agreements
Repurchase agreements collateralized with securities authorized under this policy maintained at a level of at least 102% of the market value of the repurchase agreements, provided that:

1. The maximum maturity of repurchase agreements shall be 30 days; and,

2. No more than 15% of the portfolio shall be invested in repurchase agreements; and,

3. Securities used as collateral for repurchase agreements, shall be delivered to the City’s custodian bank, except that securities used as collateral for the one to seven day repurchase agreements with the C ity’s depository bank may be held in safekeeping by the depository bank’s trust department in the name of the County, as evidenced by appropriate receipts of trust; and,

4. The repurchase agreements are the subject of a master repurchase agreement between the C ity and the provider of the repurchase agreement. The master repurchase agreement shall be substantially in the form developed by the Public Securities Association;
Mutual Funds and Money Market Mutual Funds
Money Market Mutual Funds that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, provided that:

1. Mutual Funds that invest in the securities and obligations as authorized under California Government Code, Section 53601 (a) to (k) and (m) to (q) inclusive and that meet either of the following criteria:
a. Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs; or,
b. Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience investing in the securities and obligations authorized by California Government Code Section 53601 and with assets under management in excess of $500 million. c. No more than 10% of the total portfolio may be invested in shares of any one mutual fund.

2. Money Market Mutual Funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and issued by diversified management companies and meet either of the following criteria:
a. Have attained the highest ranking or the highest letter and numerical rating provided by not less than 2 NRSROs; or
b. Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than 5 years’ experience managing money market mutual funds with assets under management in excess of $500 million.

3. No more than 20% of the total portfolio may be invested in these securities.

6 Local Agency Investment Fund (LAIF)
State of California Local Agency Investment Fund (LAIF), provided that:

1. The City may invest up to the maximum permitted amount in LAIF; and

2. No more than 35% of the portfolio shall be invested LAIF; and,

3. LAIF’s investments in instruments prohibited by or not specified in the City’s policy do not exclude it from the City’s list of allowable investments, provided that the fund’s reports allow the Director Finance/City Treasurer to adequately judge the risk inherent in LAIF’s portfolio.

Shares of Beneficial Interest Issued by a Joint Powers Authority (JPA), provided that:

1. The JPA is organized pursuant to California Government Code Section 6509.7 and invests in the securities and obligations authorized in subdivisions (a) to (r), inclusive.

2. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the JPA.

3. The JPA has retained an investment advisor who is registered with the SEC (or exempt from registration), has assets under management in excess of $500 million, and has at least five years’ experience investing in instruments authorized by Section 53601, subdivisions (a) to (q).

Supranationals
US dollar-denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank, provided that:

1. The securities are rated in a rating category of “AA” or its equivalent or better by a NRSRO; and

2. No more than 30% of the portfolio shall be invested in these securities; and

3. No more than 10% of the portfolio may be invested in any single issuer; and

4. The maximum maturity does not exceed 5 years.

Municipal Securities
Include obligations of the City, the State of California and any local agency within the State of California, provided that:

1. The securities are rated in a rating category of “A” or its equivalent or better by a NRSRO; and

2. No more than 30% of the portfolio shall be invested in Municipal Securities; and

3. No more than 5% of the portfolio may be invested in any single issuer; and

4. The maximum maturity does not exceed 5 years.

Municipal Securities (Registered Treasury Notes or Bonds) Of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. 7 1. The securities are rated in a rating category of “A” or its equivalent or better by a NRSRO; and

2. No more than 30% of the portfolio shall be invested in Municipal Securities; and

3. No more than 5% of the portfolio may be invested in any single issuer; and

4. The maximum maturity does not exceed 5 years.

Mitigating credit risk in the portfolio
Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City will mitigate credit risk by adopting the following strategies:

1. No more than 5% of the total portfolio may be invested in securities of any single issuer, other than the US Government, its agencies and enterprises , money market funds and local government pools , supranationals, or unless otherwise specified in this policy; and,

2. The City may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or yield of the portfolio in response to market conditions or City’s risk preferences; and,

3. If securities owned by the City are downgraded below the minimum credit quality required by this Investment Policy, making it ineligible for additional purchases, the following steps will be taken:
a. Any actions taken related to the downgrade by the investment manager will be communicated to the Director of Finance/City Treasurer in a timely manner. b. If a decision is made to retain the security, the credit situation will be monitored and reported to the City Council.

Prohibited investment vehicles and practices

1. State law notwithstanding, any investments not specifically described herein are prohibited, including, but not limited to futures and options.

2. In accordance with Government Code Section 53601.6, investment in inverse floaters, range notes, or mortgage derived interest-only strips is prohibited.

3. Investment in any security that could result in a zero-interest accrual if held to maturity is prohibited. Under a provision that will sunset on January 1, 2031, securities backed by the U.S. Government that could result in a zero - or negative-interest accrual are permitted during a period of negative market interest rates.

4. Trading securities for the sole purpose of speculating on the future direction of interest rates is prohibited.

5. Purchasing or selling securities on margin is prohibited.

6. The use of reverse repurchase agreements, securities lending or any other form of borrowing or leverage is prohibited.

7. The purchase of foreign currency denominated securities is prohibited.

8. The purchase of a security with a forward settlement date exceeding 45 days from the time of the investment is prohibited.
8 Criteria for selecting investments and the order of priority are:

1. Safety
Safety of principal is the foremost objective of the investment program. Investments will be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. To attain this objective, the City will diversify its investmen ts by investing funds among a variety of securities with independent returns.

2. Liquidity
The investment portfolio will remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated.

3. Yield
The investment portfolio will be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints for safety and liquidity needs.

Safekeeping
Securities purchased shall be held in third party safekeeping by the trust department of the City’s bank or other designated third party trust, in the City’s name and control, whenever possible.

Delivery-Versus-Payment (DVP)
All investment transactions shall be conducted on a delivery -versus-payment basis. The only exception to the foregoing shall be depository accounts and securities purchases made with: (i) local government investment pools; (ii) time certificates of deposit; and, (iii) mutual funds and money market mutual funds, since these securities are not deliverable.

Investment Objective
The cash management system of the City of Buena Park is designed to accurately monitor and forecast expenditures and revenues, thus ensuring the investment of monies to the fullest extent possible. The City attempts to obtain the highest return possible while meeting the criteria required for safety and liquidity.

City Constraints
The City operates its pooled idle cash investments under the Prudent Investor Standard. This provides a broad spectrum of prudent investment opportunities consistent with current State of California Legislation and other imposed legal restrictions. The Director of Finance/ City Treasurer will evaluate local banks and savings institutions and may invest idle cash funds with such institutions when the criteria for prudent investment previously stated are met. The City operates its investment pool according to state and self -imposed constraints. It does not buy stocks; it does not speculate; it does not deal in futures or options.

CITY OF BUENA PARK

INVESTMENT GUIDELINES AND STRATEGY
I. GUIDELINES
Guidelines are established to direct and control activities in such a manner that previously established goals are achieved.

1. Investment Transaction
9 Every investment transaction must be authorized, documented and reviewed by the Director of Finance/City Treasurer.

2. Pooled Cash
Whenever practical, City cash is consolidated into one bank account and invested on a pooled concept basis. Interest earnings are allocated according to fund cash and investment balances.

3. Purchase of Investments
Whenever possible investments will be made through a City Council approved party custodian or directly from the originator of the investment (such as a bank or savings and loan). Any investment placed with a non-approved party or direct source must have prior written approval of both the Director of Finance/City Treasurer and City Manager.

Transactions of this nature will be forwarded to the City Council for review at the next regularly scheduled meeting.

4. Cash Forecast
The cash flow for the local agency is analyzed with the receipt of revenues and maturity of investments scheduled so that adequate cash will be available to meet disbursement requirements.

5. Investment Limitations
Security purchases and holdings are maintained within statutory limits imposed by the California Government Code and this investment policy. Current limits are:

U.S. Treasury Securities - No limit
U.S. Government Agency Obligations - No limit
Corporate Medium Term Notes - Maximum 30% of portfolio
Banker's Acceptances - Maximum 20% of portfolio
Mortgage Pass-Through Securities, Collateralized Mortgage Obligations (CMO) and Asset Backed Securities, from issuers not defined in the U.S. Treasury Securities or U.S. Government Agency Obligations sections of the Authorized and Suitable Investments section of this investment policy - Maximum 20% of portfolio Negotiable Certificates of Deposit - Maximum 30% of portfolio Federally Insured Time Deposits and Time Deposits (non-negotiable certificates of deposit) - Maximum of 20% of portfolio
Commercial Paper - Maximum 25% of portfolio, 40% if investable assets >$100 million Repurchase Agreements - Maximum 15% of portfolio
Mutual Funds and Money Market Mutual Funds - Maximum 20% of portfolio Local Agency Investment Fund - Maximum 35% of portfolio Joint Powers Authority – Maximum 35% of portfolio
Supranationals – Maximum 30% of portfolio
Municipal Securities – Maximum 30% of portfolio

6. Liquidity
10 The marketability (salability) of a security is considered at the time of purchase, as the security may have to be sold at a later date to meet unanticipated cash demands.

7. Diversification
The portfolio should consist of a mix of various types of securities, issuers, and maturities.

8. Investment Reporting
The Director of Finance/ City Treasurer shall provide a monthly report to the City Council for their approval. These monthly reports shall contain a listing of all investments including their value and maturity and a list of transactions.

9. Statement of Investment Policy
The Director of Finance/City Treasurer shall annually render to the City Council a statement of investment policy to be considered at a public meeting.

II. STRATEGY
Strategy refers to the ability to manage financial resources in the most advantageous manner.

1. Economic Forecasts
Economic Forecasts are obtained periodically from economists and financial experts through bankers and brokers to assist the Director Finance/City Treasurer with the formulation of an investment strategy for the local agency.

2. Implementing Investment Strategy
Investment transactions are executed which conform to anticipated interest rate trends and the current investment strategy plan.

3. Rapport
A close working relationship is maintained with large vendors of the City. The objective is to pinpoint when large disbursements will clear the City’s Bank Account. It is essential for good cash control that such large expenditures be anticipated, estimat ed as to dollar amount, and communicated to the Director of Finance/City Treasurer for liquidity planning purposes.

4. Preserve Portfolio Value
Yield standards are developed in order to maintain earnings near the market and to preserve the value of the portfolio.

CITY OF BUENA PARK

CASH CONTROLS
Procedures Performed by the Auditors with Respect to Cash Receipts A. City procedures and controls are reviewed. Some of the system strengths are:

1. Receipts are controlled upon receipt by proper registration devices.

2. Receipts are reconciled on a daily basis.
11 3. Amounts are deposited intact.

4. All bank accounts are authorized by City Council.

5. Cash counts are done by two or more individuals.

6. Bank reconciliations are prepared in a timely manner and reviewed.

7. Prompt posting of cash receipt entries in books is performed.

8. Receipt forms are pre-numbered, accounted for, and physically secured.

9. Proper approval is required for write-offs of customer accounts.

10. Checks are restrictively endorsed upon receipt or when run through cash register.

11. Adequate physical security of cash is maintained.

12. Receipts are listed by a separate person prior to being transmitted to individuals responsible for record keeping.

13. Individuals that handle cash do not post to customer account records or process billing statements.

14. Finance Department operations are adequately supervised.

B. Significant revenues are confirmed directly with payer and compared with the City’s books to ensure amounts are recorded properly.

C. Cash balances are substantiated by confirming all account balances recorded in books. Bank reconciliations are reviewed for propriety and recalculated by auditor. All significant reconciling items on bank reconciliations are verified as valid reconciling items by proving to subsequent bank statements.

CITY OF BUENA PARK

INVESTMENT PROCEDURES

INTERNAL CONTROLS - GUIDELINES
Objectives of Internal Control
Internal control is the plan of organization and all the related systems established by management’s objective of ensuring, as far as practicable:
• the orderly and efficient conduct of its business, including adherence to management policies • the safeguarding of assets
• the prevention or detection of errors and fraud
• the accuracy and completeness of the accounting records • the timely preparation of reliable financial information.

Limitations of Internal Control
No internal control system, however elaborate, can by itself guarantee the achievement of management’s objectives. Internal control can provide only reasonable assurance that the objectives are met, because of its inherent limitations, including:
• management’s usual requirement that a control be cost-effective 12 • the direction of most controls at recurring, rather than unusual, types of transactions • human error due to misunderstanding, carelessness, fatigue or distraction • potential for collusion that circumvents controls dependent on the segregation of functions • potential for a person responsible for exercising control abusing that responsibility; a member of management is frequently in a position to override controls which management has set up.

Reporting/Internal Controls
Monthly Treasurer’s Reports
It is a requirement of this policy that the Director of Finance/City Treasurer prepare monthly transaction reports to the City Council. These reports shall contain a listing of all investments including their value, original purchase information, maturities, and a summary of cash by fund.

The reports shall state compliance of the portfolio to the City’s Statement of Investment Policy, or the manner in which the portfolio is not in compliance. The reports shall include a statement denoting the ability of t he City to meet its expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available.

Annual Independent Audit of Investments
This policy requires that an independent annual audit of policy compliance be conducted. This audit should include independent verification of all cash and investments. Reporting of audit findings shall be the same as required by generally accepted auditing standards.

Quarterly City Manager Investment Review
The City Manager or his designee (outside the Finance Department staff) shall on a quarterly basis verify actual investments through the review of original investment statements. This review should include matching the Monthly Treasurer’s report to statements provided by all institutions serving as a trustee. It is the responsibility of the City Manager or his designee to report any issues that indicate City policy being violated to the City Council.

Elements of Internal Control
Elements of a system of internal control are the means by which an organization can satisfy the objectives of internal control. These elements are:

1. Organization
Specific responsibility for the performance of duties should be assigned and lines of authority and reporting clearly identified and understood.

2. Personnel
Personnel should have capabilities commensurate with their responsibilities. Personnel selection and training policies together with the quality and quantity of supervision are thus important.

3. Segregation of Function
Segregation of incompatible functions reduces the risk that a person is in a position both to perpetrate and conceal errors or fraud in the normal course of duty. If different people handle two parts of a transaction, collusion is necessary to conceal errors or fraud. In particular, the functions that should be considered when evaluating segregation of functions are authorization, execution, recording, custody of assets and performing reconciliations. 13 4. Authorization
An appropriate responsible individual should authorize all transactions. The responsibilities and limits of authorization should be clearly delineated. The individual or group authorizing a specific transaction or granting general authority for transactio ns should be in a position commensurate with the nature and significance of the transactions. Delegation of authority to authorize transactions should be handled very carefully.

5. Controls Over an Accounting System
Controls over an accounting system include the procedures, both manual and computerized, carried out independently to ascertain that recorded transactions are complete, valid, authorized and properly recorded.

CITY OF BUENA PARK

SEGREGATION OF RESPONSIBILITIES

FOR THE TREASURY FUNCTIONS
Function Responsibility

1. Authorization of Investment Transactions
a. Formal Investment Policy should be:
- Prepared by:
- Submitted to and approved by:
b. Investment transactions should be approved
by:

Director of Finance/City Treasurer
City Council
Director of Finance/City Treasurer

2. Execution of investment transaction: Director of Finance/City Treasurer and/or Accounting Technician

3. Timely recording of investment transactions
a. Recording of investment transaction in the
Treasurer’s records:
b. Recording of investment transaction into the
accounting records:

Senior Accounting Technician

Accountant

4. Verification of investment, i.e., match broker
confirmation to Treasurer’s records:

Director of Finance/City Treasurer
and/or Senior Accounting Technician

5. Safeguarding of Assets and Records
a. Reconciliation of Treasurer’s records to the
accounting records:
b. Reconciliation of Treasurer’s records to bank
statements and safekeeping records:
c. Review of (a) financial institution’s financial
condition, (b) safety, liquidity, and potential
yields of investment instruments

Finance Manager

Accountant

Director of Finance/City Treasurer
14 6. Treasurer’s Vault: Adequate controls limiting unauthorized access to investment securities are
strictly maintained.

7. Periodic review of collateral: Director of Finance/City Treasurer

8. Periodic review of investment portfolio as prepared
by Treasurer including:
- Investment types
- Purchase price
- Market values
- Maturity dates
- Investment yields
- Conformance to stated investment policy
Independent Auditors

15 GLOSSARY OF INVESTMENT TERMS
Agencies. Shorthand market terminology for any obligation issued by a government-sponsored entity (GSE), or a federally related institution. Obligations of GSEs are not guaranteed by the full faith and credit of the U .S. government. There are eight GSEs, five of which are currently active in the new issue market. The five include:

FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds.

FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market.

FHLB issues discount notes and bonds.

FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC, also called “Freddie Mac” issues discount notes, bonds and mortgage pass-through securities.

FNMA. Like FHLB and Freddie Mac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as “Fannie Mae,” issues discount notes, bonds and mortgage pass-through securities.

SLMA. The student loan marketing association, also known as “Sallie Mae,” provides liquidity to private lenders who make various types of loans for education. SLMA currently issues floating rate notes.

Federally related institutions are arms of the federal government. Most do not issue securities directly into the market. Those, which do issue directly, include the following:

GNMA. The Government National Mortgage Association, known as “Ginnie Mae,” issues mortgage pass-through securities, which are guaranteed by the full faith and credit of the U.S. Government.

PEFCO. The Private Export Funding corporation assists exporters. Obligations of PEFCO are not guaranteed by the full faith and credit of the U.S. government.

TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio and Mississippi River valleys. TVA currently issues discount notes and bonds.

Asset Backed Securities. Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.

Banker’s acceptance . A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which “accepts” the obligation to pay the investor.

Benchmark. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy.

Bid. The price at which a buyer offers to buy a security.

Broker. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from their own position.

Certificate of Deposit (CD). A time deposit with a specific maturity evidenced by a certificate.

Large denomination CDs may be marketable.
16 Collateral. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies.

Collateralized Mortgage Obligations (CMO). Classes of bonds that redistribute the cash flows of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities.

Commercial paper. The short-term unsecured debt of corporations.

Corporate Medium term notes. Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts either on a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences.

Cost yield. The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return.

Coupon. The rate of return at which interest is paid on a bond.

Credit risk. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer.

Current yield. The annual income from an investment divided by the current market value.

Since the mathematical calculation relies on the current market value rather than the investor’s cost, current yield is unrelated to the actual return the investor will earn if th e security is held to maturity.

Dealer. A dealer acts as a principal in security transactions, selling securities from and buying securities for their position.

Debenture. A bond secured only by the general credit of the issuer.

Delivery vs. payment (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser’s agent.

Derivative. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components (“Stripped” coupons and principal). A derivative is also defined as a financial instrument the value of which is totally or partially derived from the value of another instrument, interest rate or index.

Discount. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short -term securities, such as Tbills and banker’s acceptances, are known as discount securities. They sell at a discount from par, and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality.

Diversification. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk.

Duration. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. (See modified duration).
17 Federal funds rate. The rate of interest charged by banks for short-term loans to other banks.

The Federal Reserve Bank through open-market operations establishes it.

Federal Open Market Committee. A committee of the Federal Reserve Board that establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves.

Joint Powers Authority (JPA). An entity created by two or more public agencies that share a common goal in order to jointly exercise powers common to all members through a joint powers agreement or contract.

Leverage. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing.

Liquidity. The speed and ease with which an asset can be converted to cash.

Local Agency Investment Fund (LAIF). A voluntary investment fund open to government entities and certain non -profit organizations in California that is managed by the State Treasurer’s Office.

Local Government Investment Pool. Investment pools that range from the State Treasurer’s Office Local Agency Investment Fund (LAIF) to county pools, to Joint Powers Authorities (JPAs).

These funds are not subject to the same SEC rules applicable to money market mutual funds.

Margin. The difference between the market value of a security and the loan a broker makes using that security as collateral.

Market risk. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates.

Market value. The price at which a security can be traded.

Marking to market. The process of posting current market values for securities in a portfolio.

Maturity. The final date upon which the principal of a security becomes due and payable. An investment’s term or remaining maturity is measured from the settlement date to final maturity.

Modified duration. The percent change in price for a 100 basis point change in yields. Modified duration is the best single measure of a portfolio’s or security’s exposure to market risk.

Money market. The market in which short term debt instruments (Tbills, discount notes, commercial paper and banker’s acceptances) are issued and traded.

Mortgage Pass-Through Securities . A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.

Municipal Securities. Securities issued by state and local agencies to finance capital and operating expenses.

Mutual fund. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund’s prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds and money mark et instruments, as set forth in the individual fund’s prospectus. For most large, institutional investors, the costs associated with investing in mutual funds are higher than the investor can obtain through an individually managed portfolio.

Nationally Recognized Statistical Rating Organization (NRSRO). A credit rating agency that the Securities and Exchange Commission in the United States uses for regulatory purposes. 18 Credit rating agencies provide assessments of an investment’s risk. The issuers of investments, especially debt securities, pay credit rating agencies to provide them with ratings. The three most prominent NRSROs are Moody’s, S&P and Fitch.

Premium. The difference between the par value of a bond and the cost of the bond, when the cost is above par.

Primary dealer. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S. Government securities market.

Prudent investor (person) rule. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as “Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes.” Realized yield. The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio.

Regional dealer. A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities, and that is not a primary dealer.

Repurchase agreement (RP, Repo). Short term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller’s point of view, the same transaction is a reverse repurchase agreement.

Safekeeping. A service to bank customers whereby securities are held by the bank in the customer’s name.

Structured note. A complex, fixed income instrument, which pays interest, based on a formula tied to other interest rates, commodities or indices. Examples include inverse floating rate notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising, and "dual index floaters," which pay interest based on the relationship between two other interest rates - for example, the yield on the ten -year Treasury note minus the Libor rate. Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements.

Supranational. A Supranational is a multi -national organization whereby member states transcend national boundaries or interests to share in the decision making to promote economic development in the member countries.

Total rate of return. A measure of a portfolio’ performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value, and includes interest earnings and realized and unrealized gains and losses on the portfolio.

U.S. Treasury obligations. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk, and are the benchmark for interest rates on all other securities in the U .S. and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds.

Treasury bills. All securities issued with initial maturities of one year or less are issued as discounted instruments, and are called Treasury bills. The Treasury currently issues 19 three- and six-month Tbills at regular weekly auctions. It also issues “cash management” bills as needed to smooth out cash flows.

Treasury notes. All securities issued with initial maturities of two to ten years are called Treasury notes, and pay interest semi-annually.

Treasury bonds. All securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi-annually.

Volatility. The rate at which security prices change with changes in general economic conditions or the general level of interest rates.

Yield to Maturity. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost.

February 24, 2026

CONSENT CALENDAR
Item No. 4F.

City Council Agenda Report

WATER BILL INSERTS FOR THE POLICE OFFICER CITIZEN REFERRAL BONUS PROGRAM AND THEMYRNA HOLMQUIST SCHOLARSHIP PROGRAM

PREPARED BY PRESENTED BY
Jessica Fewer, Senior Management AnalystJessica Fewer, Senior Management Analyst

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Eddie Fenton, Assistant City Manager/Human
Resources Director Aaron France, City Manager

RECOMMENDED ACTION
1) Approve a water bill insert advertising the Police Officer Citizen Referral Bonus Program; and 2) Approve a water bill insert advertising the Myrna Holmquist Scholarship Program.

PREVIOUS CITY COUNCIL ACTION
None.

DISCUSSION
The City's Marketing Division is proposing to advertise two programs via water bill insert: the Police Officer Citizen Referral Bonus Program and the Myrna Holmquist Scholarship Program. The Police Officer Citizen Referral Bonus Program incentivizes Buena Park residents with up to $2,000 for referring a potential police officer candidate, who completes the hiring and probation process. The Myrna Holmquist Scholarship Program provides scholarships of up to $10,000 to Buena Park residents who are high school students pursuing a communications degree or current college students completing a communications degree. The water bill inserts will support marketing efforts for both programs.

BUDGET IMPACT
Each water bill insert will cost approximately $1,800. There are existing funds within the Human Resources Department and Community Support Services - budget for this purpose.

Attachments
PD Citizen Referral Flyer.pdf
Communications Scholarship Ad.pdf
V i s i t w w w . b u e n a p a r k . c o m / P D b o n u s t o l e a r n m o r e

February 24, 2026

NEW BUSINESS
Item No. 5A.

City Council Agenda Report
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT FOR CITY-OWNED PROPERTY LOCATED AT6011 BOTRYOIDES AVENUE

PREPARED BY PRESENTED BY
Matt Foulkes, Director of Community and Economic
Development
Matt Foulkes, Director of Community and Economic
Development

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Matt Foulkes, Director of Community & Economic
Development Aaron France, City Manager

RECOMMENDED ACTION
1) Approve a Second Amendment to the Purchase and Sale Agreement with Atwater EVV, LLC, for the sale of the City-owned remnant property located along the I-5 Freeway corridor at Botryoides Avenue and Artesia Boulevard (the “Property”); 2) Approve a market-rate loan to fund infrastructure and ground improvements associated with development of the Property; 3) Authorize the City Manager and City Attorney to make non-monetary changes to the transaction documents reasonably necessary to complete the transaction; and, 4) Authorize the City Manager and City Clerk to execute the Second Amendment and associated documents needed to facilitate the closing in a form approved by the City Attorney.

PREVIOUS CITY COUNCIL ACTION
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 approved an Exclusive Negotiating Agreement (ENA) with Atwater Infrastructure Partners, LLC in November 2021.

The City Council approved a Purchase and Sale Agreement with Atwater EVV, LLC for the sale of the subject property on May 14, 2024.

The City Council approved the Final Parcel Map on December 10, 2024, creating two independently developable parcels: the Property being sold by the City under the Purchase Agreement, and an adjacent parcel being leased by the Developer for complementary development.

DISCUSSION
Background
The site consists of a three-acre vacant property 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 formerly street right-of-way for Manchester Boulevard. The remaining 2.01 acres are privately owned by the Kim Family.

The Property is zoned Auto Center Specific Plan (ACSP) and has a General Plan land use designation of Commercial. 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 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 vacant for many 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 property owner to release a Request for Qualifications (RFQ) for redevelopment of the site. The City Council selected Atwater Infrastructure Partners, LLC, to partner on the development of the City-owned property with EV charging station and the adjacent privately-owned property with complementary drive-through food uses, and retail/restaurants. The City and Atwater Infrastructure Partners entered into an Exclusive Negotiating Agreement in November 2021 to explore the feasibility and terms of the proposed transaction. In April 2024, the Planning Commission approved a Conditional Use Permit, Tentative Parcel Map, and Sign Program for the proposed project. The City Council approved the Final Parcel Map (Parcel Map No. 2023-144) on December 10, 2024.

Purchase and Sale Agreement Amendment
Pursuant to the Purchase and Sale Agreement, the Developer 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 opened in September 2024, and the parties have been working together cooperatively to satisfy the various conditions precedent the closing that are described in the Purchase Agreement. Several of the closing conditions have taken much longer than anticipated to complete (i.e. processing of the Final Map, negotiations with anticipated subtenants, etc.), and the parties have previously amended the Purchase Agreement to extend the escrow period.

The project was originally envisioned to be constructed as a single phase. However, time constraints associated with the EV charging station that will be built on the City-owned portion of the property, coupled with unexpected delays from retail tenants of the adjacent parcel, have resulted in the Developer now proposing to complete the project in two phases: the first being the EV charging station and the second being the drive-through / retail component. The Developer is prepared to close on acquiring the Property and immediately commence construction of the EV component, and though timing is uncertain, the Developer anticipates construction of the drive-through and retail components to commence in the next 12-24 months.

In order expedite construction and prepare the property for the EV station, the buyer has requested the City provide a market rate loan in the amount of $2,743,678 to fund infrastructure and ground improvements on the property necessary for that portion of the project. The requested loan would have a term of sixty (60) months from the closing date, bear interest at 7.25%, and contain no pre-payment penalties. The infrastructure loan would be secured by the recordation of a deed of trust on the Property at closing which would be junior only to the deed of trust securing the purchase price City loan of $950,000 that is already contemplated in the Purchase Agreement. If the buyer fails to repay the loan or complete the project, the City will have the right to foreclose or repurchase the property for the purchase price plus the documented cost of any improvements completed at the time of repurchase.

BUDGET IMPACT
The purchase price specified in the Purchase and Sale Agreement is $1,000,000. A total of $50,000 was already paid by the buyer at the opening of escrow, the remaining land purchase value of $950,000 will be deposited into the City’s General Fund. The market-rate loan of $2,743,678 will be provided by the City's Economic Development Fund. Both the purchase price loan and infrastructure loan are secured by real property and contain market-rate interest and loan terms.

Attachments
Attachment 1 - Second Amend PSA_Agenda Draft.pdf
Attachment 2 - Infrastructure Loan Docs_Agenda Draft.pdf 1 SECOND AMENDMENT

TO PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY (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 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
CONCERNING REAL PROPERTY (“Second Agreement”) is dated for reference purposes as of February 24, 2026, and 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 limited liability company (“ Buyer”). Seller and Buyer are at times referred to individually as a “Party” and jointly as the “Parties.”

RECITALS

A. Seller and Buyer have entered into that certain PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY dated as of May 14, 2024, as amended by that certain FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY dated as of March 19, 2025 (jointly hereinafter simply the “Agreement”), pursuant to which Seller agreed to sell and Buyer agreed to purchase the Property and develop the Project on the Project Site, as such terms are defined in the Agreement.

B. As permitted by Sections 3.2, 9.3, 20 and other relevant provisions of the Agreement, the Parties desire to enter into this Second Amendment to amend the Agreement and establish Additional Instruments for Escrow to facilitate the C losing on the terms and conditions agreed to by the Parties.

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. Recitals Incorporated. The Parties agree that the foregoing recitals are true and correct and therefor incorporated as a substantive part of this Second Amendment.

2. Amendment to Agreement’s Provisions Concerning Definitions. Except as defined in this Second Amendment below, all capitalized terms or phrases used in this Second Amendment shall have the meaning given in the Agreement . If there is a conflict in the definition of a capitalized term or phrase as between the Agreement and this Second Amendment, the definition in this Second Amendment shall control:

“Agreement” is defined in Recital A of this Second Amendment.

“Buyer Parcel” is defined in Recital B of the Agreement.

“Financing Plan” is defined in Section 8.6(c) of the Agreement as modified by this Second Amendment.
2 “Infrastructure Loan” is defined in Section 9.8 of the Agreement as modified by this Second Amendment.

“Phase 1” means and refers to that portion of the Project described in Exhibit I-1 (attached hereto and incorporated herein by reference) that is to be developed on the Property, inclusive of all on or off-site improvements for that portion of the Project that are depicted in the Approvals and final building permits but only to the extent such improvements are listed in Schedule 1 attached hereto.

“Project Budget” is defined in in Section 8.6(a)(1) of the Agreement as modified by this Second Amendment herein below.

The Agreement’s definition of “Performance Guarantee” is deleted with all references to such term in the Agreement being removed by way of this Second Amendment.

“Registrar” is defined in Section 9.6 of the Agreement as modified by this Second Amendment.

“Sources and Uses Summary ” is defined in in Section 8.6(a)(2) of the Agreement as modified by this Second Amendment herein below.

3. Amendment to Agreement’s Provisions Concerning the Outside Closing Date. Section

3.5 of the Agreement is amended and replaced in its entirety to read as follows:

3.5 Outside Closing Date. If the Closing does not occur on or before 11:59 p.m. on June 1, 2026 (the “Outside Closing Date”), either Party may terminate this Agreement for convenience pursuant to Section 14.1. The Parties may, in their individual discretion, mutually agree in writing to further extend the Outside Closing Date.

4. Amendment to Agreement’s Provisions Concerning the Deposit. Subsection (b) of Section 4.1 (Deposit) of the Agreement is amended to read as follows:

(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 fully 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 14.1.

3 5. Amendment to Agreement’s Provisions Concerning the Financing Plan. Section 8.6 of the Agreement is amended and replaced in its entirety to read as follows:

8.6 Project Financing. It is a condition precedent to the Closing that Buyer have obtained all equity, capital, debt, and/or other financing capacity needed to acquire the Property and develop the Property with Phase 1. Buyer shall satisfy the requirements of this subsection to Seller’s reasonable satisfaction prior to the Closing.

(a) Financing Plan. Prior to the Closing, Buyer shall submit for Seller’s review evidencing showing that all funds needed to finance acquisition of the Property and development of Phase 1 will be available at the Closing (“Financing Plan”). The Financing Plan shall include all of the following:

(1) Project Budget . Buyer’s final reasonable and good faith estimate of all costs to acquire the Property and develop Phase 1, including all direct, indirect, and financing costs to complete Phase 1 (including all assumptions for all debt and equity financing) (“Project Budget”).

(2) Sources and Uses Summary. Buyer shall submit a summary of financing sources and uses that indicates which portions of the Project Budget will be paid from each funding source, such as those portions of Phase 1 to be paid directly by Buyer, which portions will be paid for or completed by tenants of Phase 1, and which portions will be paid for by third- party lenders or other capital, debt, or equity funding sources. (“Sources and Uses Summary”). To the extent applicable, the Sources and Uses Summary shall include: (i) 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 ; and/or (ii) 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 the Property and developing Phase 1 and the amount available to Buyer from external sources.

(b) Seller’s Review of Financing Plan. Seller shall review the Financing Plan and either approve or disapprove of it within 3 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 Phase 1 on the Property; 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 not approved of by Seller.

Buyer shall thereafter resubmit a revised Financing Plan to Seller for its approval within 3 business days after Seller's notification of disapproval. Seller will either approve or disapprove the revised Financing Plan within 3 business days after resubmission by Buyer, 4 and if disapproved, this Agreement may be terminated by either Party for convenience pursuant to Section 14.1.

(c) Availability of Financing at Closing; Modifications. Sufficient funds covering the costs to develop Phase 1 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 Phase 1 development costs have been 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.

(d) 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 privacy 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.

6. Infrastructure Loan Added as a Condition to Closing. Section 8 of the Agreement (Conditions to the Closing) is amended by adding Section 8.7 to read as follows:

8.7 Infrastructure Loan Documents . As a condition to precedent the Closing, the Parties shall have executed and entered into the Infrastructure Loan and associated promissory note and deed of trust as are described in Section 9.8.

7. Amendment to Agreement’s Provisions Concerning Development of Property .

Section 9 of the Agreement is amended and replaced in its entirety to read as follows:

9. Development of 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. T his 5 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 with 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 final building permits.

9.2 Recording of Construction Covenants; Release. 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 recordi ng by the Orange County Recorder’s Office of the Final Parcel Map described in Section 9.6; (b) the Parties’ recording of an amended or modified Seller’s Deed of Trust to change the legal description of the Property by which the Seller’s Deed of Trust is secured to match that reflected in the Final Parcel Map (as described in Section 9.6 of this Agreement); (c) the Parties recording of an amended or modified Construction Covenants to change the legal description of the Property to which the Construction Covenants is record to match that reflected in the Final Parcel Map; and (d) Buyer completing, or causing completion of, construction of the Project on the Project Site as signified by Seller ’s issuance of a final certificate of occupancy for all buildings and improvements comprising the Project (“Completion Certificate”). Upon satisfaction of said conditions (or as otherwise provided in the following sentence) 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 ”). Notwithstanding the foregoing conditions precedent to Seller’s Release of Construction Covenants, Buyer shall have the right to submit a request that Seller issue a Release of Construction Covenants prior to the satisfaction of the condition in the foregoing clause (d), and following such request, Seller shall execute and deliver to Buyer a Release of Construction Covenants if Buyer: (a) has completed all of the foregoing conditions precedent to the Release of Construction Covenants except for the condition in clause (d) ; (b) has completed, or caused completion of, all improvements comprising Phase 1, as signified by Seller’s acceptance as “final” and complete all improvements comprising Phase 1 consistent with the Approvals and building, grading, public works, and other permits for the Phase 1 portion of the Project (“Phase 1 Completion Certificate”); and (c) Seller’s Release of Construction Covenants is contemporaneous with the closing of Buyer’s the sale of the Property to an unaffiliated third-party for fair market value and proceeds of the sale are used or otherwise allocated as follows: (i) First, to fully repay the Purchase Price Note in full to cause a release and reconveyance of the Seller’s Deed of Trust; and (ii) Second, remaining proceeds of the Buyer’s sale of the Property shall be used or allocated as directed in the Infrastructure Note.

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 6 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, the n 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 f ailure 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 Project Site 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 Project Site.

9.6 Final Parcel Map . Contemporaneous with the Closing, and as a condition precedent to Seller’s Release of Construction Covenants, Buyer shall immediately take or cause to be taken all such actions required to effectuate the filing, processing, and recording with the County Registrar for the County of Orange, California (“Registrar”), that certain Final Parcel Map No. 2023-144 approved by the City Council on December 10, 2024 (“Final Parcel Map”). Upon the Closing Buyer shall not unreasonably delay or deny the finalizing, filing, or recording of the Final Parcel Map and shall promptly and diligently take such actions as may be required by the Registrar to effectuate the processing, filing, and recordation of the Final Parcel Map. Promptly upon recordation of the Final Parcel Map, Buyer shall agree to and execute and record an amendment or modification of the Seller’s Deed of Trust and the Construction Covenants Trust to change the legal description of the Property against which the foregoing are secured to match that reflected 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.

9.8 Infrastructure Loan. Conditioned upon the Closing and recordation of the Final Parcel Map by the Registrar, City shall make a market-rate infrastructure loan to Buyer in the amount of $2,743,678.00 (“Infrastructure Loan”). The Infrastructure Loan shall be subject to the terms and conditions set forth in a separate loan agreement between the Parties dated even with the Closing, and evidenced by the promissory note and deed of trust to be executed by the Parties outside of Escrow on the terms and conditions specified in the loan agreement. As a condition to the Infrastructure Loan and a prerequisite to City funding it, Buyer will execute the promissory note evidencing the Infrastructure Loan and 7 the deed of trust to secure it on the Property, and comply with all other terms and conditions of the Infrastructure Loan.

9.9 Buyer’s Failure to Develop Project After Closing; Seller’s Remedy. In the that after Closing, and before issuance of a Completion Certificate for the Project or the recordation of the Release of Construction Covenants, whichever first occurs, Buyer, fails to or declines to pursue construction, development, and opening of the Project on the Property in accordance with the Schedule of Performance , and Buyer fails to cure such breach within 30 days after receipt 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, in addition to pursuing any other rights or remedies which Seller may have at law or in equity, Seller may, at Seller's option, exercise its right to repurchase the Property set forth in Section 14.2 by giving notice, in writing, of such election to Buyer. Seller’s right to repurchase is set forth in Section 14.2 and shall expire the earlier of issuance of a Completion Certificate for the Project or the Release of Construction Covenants.

8. Amendment to Agreement’s Provisions Concerning Liens and Mortgages A fter Closing. Section 10.1 of the Agreement (Liens and Mortgages after Closing) is amended to read as follows:

10.1. Leins and Mortgages After Closing. The Seller Deed of Trust, security for the Infrastructure Loan, leasehold interests of Buyer’s tenants, and mortgages and deeds of trust, or any other reasonable method of security for appropriate modes of financing construction or development that are secured on such tenant leasehold interests (“Deed of Trust”), are permitted to be placed upon Buyer’s fee interest in the Property prior to the Release of Construction Covenants . Buyer shall notify the Seller in advance of any form of financing that is secure d by a Deed of Trust if Buyer proposes to enter into the same before the Release of Construction Covenants . The limitations of this Section 10.1 shall expire upon Release of Construction Covenants.

9. Amendment to Agreement’s Provisions Concerning Termination and Default Provisions. Section 14 of the Agreement is amended to read as follows:

14. Termination, Defaults and Remedies

14.1. Termination and Default Prior to Closing.

(a) For Convenience. In the event this Agreement is terminated prior to Closing by either Party for convenience on grounds permitted herein, 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 for the obligation of the Party so terminating to pay Termination Costs as provided herein, shall cease and terminate.
8 (b) Default and Termination .

(i) 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 IMP RACTICAL

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 THIS AREEMENT BY

DEFAULTING IN THE COMPLETION OF THE PURCHASE, THE DEPOSI T (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 EXCLUSIVE 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.

SELLER’S INITIALS _____ BUYER’S INITIAL’S _____

(ii) 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 9 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 PENALTY, 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 THIS

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 INITIAL’S _____

(c) Return of Funds and Documents; Release of Liability as to Title Company. In the event Title Company terminates this Escrow as a result of having received notice, in writing, from Buyer or Seller of its election to terminate the Escrow as provided herein, then Title Company shall terminate the Escrow and return all funds, less Termination Costs as appropriate, as set forth in this Section 14.1. Any documents in the possession of the Title Company shall be returned to the Party who deposited those documents into Escrow. Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination excepting for Escrow Holder's obligations to return funds and documents as provided herein.

14.2 Buyer Breach After Closing and Prior to Completion Certificate. In the event Buyer, after Closing and prior to Seller's Release of Construction Covenants, fails or declines to pursue development and completion of the Project on the Project Site as required by this Agreement, and Buyer fails to cure such breach within thirty (30) days after receipt of written notice from Seller, or if the cure takes longer than thirty (30) days, if Buyer fails to commence to cure such breach within said thirty (30) day period and diligently pursues the cure without interruption until complete, then, in addition to pursuing any other rights or remedies which Seller may have at law or in equity, Seller may, at Seller's option, exercise the rights set forth in this Section 14.2 by giving notice, in writing, of such election to Buyer.

(a) Option to Repurchase: Reenter and Repossess. Upon an uncured default of Buyer described in Section 14.2 above, Seller shall have the right at its option to repurchase, reenter and take possession of the Property, Phase 1 improvements, and all other improvements then-existing on the Property. To exercise its right to repurchase, reenter and take possession with respect to the Property, Seller shall pay to Buyer in cash an amount calculated as follows:
10 (1) The Purchase Price for the Property; plus

(2) The reasonable and documented costs actually expended by Buyer in constructing the Project between the date of Closing and the date on which Seller provides written notice of exercising this option; less

(3) Any gains or income withdrawn or made by Buyer from the Property; less

(4) The value of any unpaid liens or encumbrances on the Property which Seller assumes or takes subject to said encumbrances; less

(5) The remaining balance of Purchase Price Note and Infrastructure Loan.

(b) Assignment of Project Plans. Upon a breach of this Agreement described in Section 14.2 and Seller's exercise of its right to repurchase the Property, Buyer shall promptly deliver to Seller, within ten (10) days of such notice, copies of all plans and specifications for the Project, all permits and approvals obtained in connection with the Project, and all applications for permits and approvals not yet obtained but needed in connection with the portion of the Project located on the Property (collectively, the "Project Documents"). To the maximum extent permitted under such documents or any applicable security instrument, the delivery of the Project Documents shall be accompanied by a standard form assignment of Buyer's right, title and interest in the Project Documents; provided however, that any use of the Project Documents by Seller or any other person shall be without liability of any kind to Buyer and without any representation or warranty of Buyer or its employees as to the quality, validity, or usability of the Project Documents. No additional payment or consideration shall be due or payable by Seller in exchange for Buyer’s provision of the Project Documents with the value thereof being deemed included in the City’s costs to exercise the option as calculated in subsection (a)(1)-(5) above.

(c) Expiration of Seller’s Repurchase Option. From and after the issuance of a Completion Certificate for the Project or the recordation of the Release of Construction Covenants, whichever first occurs, the remedies set forth in this Section 14.2 shall no longer be available to Seller under any circumstances. The issuance of a Completion Certificate for the entire Project or the recordation of the Release of Construction Covenants , whichever first occurs, shall be conclusive evidence that the rights under this Section 14.2 have been terminated.

8. Amendment to Agreement’s Exhibits. Exhibit E, Exhibit G, and Exhibit H to the Agreement are hereby replaced with Exhibit G-1, Exhibit G-1, and Exhibit H-1, and Exhibit I-1 as each are attached to this Second Amendment, and each such exhibit is expressly incorporated and made a part of this Second Amendment and the Agreement by reference:

Exhibit E-1 – Seller’s Deed of Trust
11 Exhibit G-1 – Declaration of Construction Covenants
Exhibit H-1 – Schedule of Performance
Exhibit I-1 – Description of Phase 1 of Project

19. Execution in Counterparts and by Fax/Email. This Second Amendment 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 photocopy of such Electronic Copy printout are hereby deemed to be an original counterpart of this document. This Second 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.

10. Delivery to Escrow. Buyer or Seller may deliver a copy of this Second Amendment to Escrow upon full execution by the Parties.

11. Incorporation. Except as modified herein, all terms and conditions of the Agreement remain in full force and effect and are incorporated into this Amendment by this reference.

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

_____________________________
By: Aaron France, City Manager

ATTEST: APPROVED AS TO FORM:

ALVAREZ-GLASMAN & COLVIN

_______________________ _________________________
Adria Jimenez, City Clerk Christopher Cardinale, City Attorney

BUYER
Atwater EV V,
a Delaware limited liability corporation

By: _______________________________________
Jose Alberto Lemus, Managing Member
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EXHIBIT D-1 TO SECOND AMENDMENT

PROMISSORY NOTE

SECURED BY DEED OF TRUST
(Atwater EV V, LLC)

Principal Amount: $950,000.00 Date of Note: [INSERT CLOSING DATE], 2026 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: 6% simple annual

1. Seller Loan.

FOR VALUE RECEIVED, the undersigned Atwater EV V, LLC, a Delaware limited liability company (“Maker”), with its principal place of business located at [ ADD BUYER ADDRESS] 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 thereof 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 Concerning Real Property entered into between Maker and City dated May 14, 2024, as amended by that certain First Amendment dated as of March 19, 2025, and further amended that certain Second Amendment dated as of February 24, 2026 (cumulatively the “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 that certain Final Parcel Map No. 2023-144 approved by the Buena Park City Council on December 10, 2024 (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 the earlier of: (1) at closing on any sale by Marker of the Property occurring after the Date of Note, with the proceeds of any such sale being used to repay this Note in full; or (2) 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 (“Deed of Trust”). Promptly upon the recording of the Final Parcel Map for the Project Site as required by the Purchase Agreement, the Parties shall execute and record an amended or modified form of the Deed of Trust to change the legal description of the Property securing the Deed of Trust 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 6.0% 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.

Prior to the Maturity Date, Maker will make monthly interest only payments on this Note. 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 the Construction Covenants, 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), all 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 of 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 par tner 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 partn er 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 partn er 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 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 si milar 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 -14-

under such circumstances and provides the City with evidence reasonably demonstrating 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, all principal and interest due hereunder shall imm ediately become due and payable at the closing or other consummation of such sale, conveyance, transfer, or disposition. Notwithstanding the generality of the foregoing, Permitted Transfers (or any other transfer reasonably acceptable 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”):
(ii) Any lease for tenants of the Project, and deeds of trusts or security instruments recorded against a tenant’s leasehold interest to secure construction financing for tenant improvements that are part of the Project;
(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 this Note;
(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 Maker. (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 -15-

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 and accumulated but unpaid interest on this Note will be automatically compounded upon expiration of the applicable cure period and thereafter automatically bear an annual interest rate equal to the lesser of 10% 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 connection 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.

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 of 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 into the agreements) by the Maker under or in connection with this Note 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) losses resul ting 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 bankruptcy, 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, -16-

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.

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. -18-

EXHIBIT E-1 TO SECOND AMENDMENT

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: XXX-XX-XXX 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)
(Atwater E.V. – Purchase Price Note)

This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed of Trust") is dated as of CLOSING DATE , 2026, 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 Nine Hundred and Fifty Thousand Dollars ($950,000.00) (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 Concerning Real Property between Beneficiary, as “Seller”, and Trustor, as “Buyer,” dated Mah 14, 2024, as amended by the certain First Amendment dated as of March 19, 2025, and further amended that certain Second Amendment dated as of February 24, 2026 (cumulatively the “Purchase Agreement”), pursuant to which: (a) Trustor purchased from Beneficiary the Subject Property that is encumbered by this Deed of Trust ; (b) Trustor committed to developing the Subject Project in the manner described in that certain Declaration of Construction Covenants between the parties and recorded on the Subject Property contemporaneously herewith (“Construction Covenants”); and (c) Beneficiary agreed to provide the loan to Trustor that is reflected in the Promissory Note and secured by this Deed of Trust. True and correct copies of the Purchase Agreement, Construction Covenants, and Promissory Note are available for inspection or copying at the offices of the Buena Park City Clerk located at 6650 Beach Boulevard Buena Park, California, 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"):
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(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");
(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, management 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, cons truction, 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, construction, 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 agen ts, 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 such ag reements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property -20-

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 s hall 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, (b) compliance with the Construction Covenants, and (c) 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 under w hich 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 which 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 are defined in the 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, -21-

without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 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 interest 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 dispos ition 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 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 good 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 -22-

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 unreasonably 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 reasona ble 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 Trust or 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 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 Sec ured 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;
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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 promulgated, 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 divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Note, then all sums payable under the Note secured hereby are automatically and 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 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 Project on the Property remains intact and continue to be owned and operated by Trustor, 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 such compensation, awards and other payments are used for (1) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or (2) 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 this section within thirty (30) days of receipt 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 theref or 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 property to be sold, which notice Trustee shall cause to be duly -24-

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 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 matter s or facts shall be conclusive proof of the truthfulness 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 with 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 fees , 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 per son 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 hereunder 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 -25-

to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee;

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 occupant s 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 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;
-26-

(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 add itional 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
Trustee’s purchase of the Property from Beneficiary, and shall be recorded junior only to the grant deed by which Buyer takes title.

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:

-27-

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. -28-

EXHIBIT G-1 TO SECOND AMENDMENT

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.: XXX-XX-XXX

This Agreement and Declaration of Land Use Covenants and Restrictions (“Declaration”) is entered into as of this ___ day of _____, 2026, 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 May 14, 2024 (“Purchase Agreement”), as amended by the certain First Amendment to Purchase and Sale Agreement dated as of March 19, 2025, and that certain Second Amendment to Purchase and Sale Agreement dated as of February 24, 2026 (cumulatively the “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 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” 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 , LIMITATIONS ON SECURITY INTERESTS, AND REPURCHASE OPTION IN EVENT OF DEFAULT. The Purchase Agreement, Construction Covenants, Infrastructure Loan, and other documents referenced herein are available for public inspection and copying at the offices of the Buena Park City Clerk located 6650 Beach -29-

Blvd., Second Floor, Buena Park, California 910622. These documents contains certain development and monetary covenants and remedial rights to repurchase or foreclosure in the event of a breach of those covenants, all of which run with title to the Property and bind the owner, successor, heirs, and assigns thereof, and such covenants and remedies include but are not limited to those set forth below (all section references are to the Agreement), with all such development covenants, terms and remedies being expressly into this Declaration even if not listed below:

SECTION 9 OF THE PURCHASE AGREEMENT STATES:

9. Development of 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 with 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 fin al building permits.

9.2 Recording of Construction Covenants; Release . 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 recordi ng by the Orange County Recorder’s Office of the Final Parcel Map described in Section 9.6; (b) the Parties’ recording of an amended or modified Seller’s Deed of Trust to change the legal description of the Property by which the Seller’s Deed of Trust is secured to match that reflected in the Final Parcel Map (as described in Section 9.6 of this Agreement); (c) the Parties recording of an amended or modified Construction Covenants to change the legal description of the Property to which the Construction Covenants is record to match that reflected in the F inal Parcel Map; and (d) Buyer completing, or causing completion of, construction of the Project on the Project Site as signified by Seller’s issuance of a final certificate of occupancy for all buildings and improvements comprising the Project (“ Completion Certificate ”). Upon satisfaction of said conditions (or as otherwise provided in the following sentence) 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”). Notwithstanding the foregoing conditions precedent to Seller’s Release of Construction Covenants, Buyer shall have the right to submit a request that Seller issue a Release of Construction Covenants prior to the satisfaction of the condition in the foregoing clause (d), and following such request, Seller shall execute and deliver to Buyer a Release of Construction Covenants if Buyer: (a) has completed all of the foregoing conditions precedent to the Release of Construction Covenants except for the condition in clause (d); (b) has completed, or caused completion of, all improvements comprising Phase 1, as signified by Seller’s acceptance as “final” and complete all improvements comprising Phase 1 consistent with the Approvals and build ing, grading, public works, and other permits for the Phase 1 portion of the Project (“Phase 1 Completion Certificate”); and (c) Seller’s Release of Construction Covenants is contemporaneous with the closing of Buyer’s the sale of the Property to an unaffi liated third-party for fair market value and -30-

proceeds of the sale are used or otherwise allocated as follows: (i) First, to fully repay the Purchase Price Note in full to cause a release and reconveyance of the Seller’s Deed of Trust; and (ii) Second, remaining proceeds of the Buyer’s sale of the Property shall be used or allocated as directed in the Infrastructure Note.

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 Project Site 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 Project Site.

9.6 Final Parcel Map. Contemporaneous with the Closing, and as a condition precedent to Seller’s Release of Construction Covenants, Buyer shall immediately take or cause to be taken all such actions required to effectuate the filing, processing, and recording with the County Registrar for the County of Orange, California (“Registrar”), that certain Final Parcel Map No. 2023-144 approved by the City Council on December 10, 2024 (“Final Parcel Map”). Upon the Closing Buyer shall not unreasonably delay or deny the finalizing, fi ling, or recording of the Final Parcel Map and shall promptly and diligently take such actions as may be required by the Registrar to effectuate the processing, filing, and recordation of the Final Parcel Map. Promptly upon recordation of the Final Parcel Map, Buyer shall agree to and execute and record an amendment or modification of the Seller’s Deed of Trust and the Construction Covenants Trust to change the legal description of the Property against which the foregoing are secured to match that reflected 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.

9.8 Infrastructure Loan. Conditioned upon the Closing and recordation of the Final Parcel Map by the Registrar, City shall make a market -rate infrastructure loan to Buyer in the amount of $2,743,678.00 (“Infrastructure Loan”). The Infrastructure Loan shall be subject to the terms and conditions set forth in a separate loan agreement between the Parties dated even with the Closing, and evidenced by the promissory note and deed of trust to be executed by the Parties outside of Escrow on the terms and conditi ons specified in the loan agreement. As a condition to -31-

the Infrastructure Loan and a prerequisite to City funding it, Buyer will execute the promissory note evidencing the Infrastructure Loan and the deed of trust to secure it on the Property and comply with all other terms and conditions of the Infrastructure Loan.

9.9 Buyer’s Failure to Develop Project After Closing; Seller’s Remedy. In the that after Closing, and before issuance of a Completion Certificate for the Project or the recordation of the Release of Construction Covenants, whichever first occurs, Buyer , fails to or declines to pursue construction, development, and opening of the Project on the Property in accordance with the Schedule of Performance, and Buyer fails to cure such breach within 30 days after receipt 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, in addition to pursuing any other rights or remedies which Seller may have at law or in equity, Seller may, at Seller's option, exercise its right to repurchase the Property set forth in Section 14.2 by giving notice, in writing, of such election to Buyer . Seller’s right to repurchase is set forth in Section 14.2 and shall expire the earlier of issuance of a Completion Certificate for the Project or the Release of Construction Covenants.

SECTION 10 OF THE PURCHASE AGREEMENT STATES:

10. Liens and Mortgages after Closing

10.1. Leins and Mortgages After Closing. The Seller Deed of Trust, security for the Infrastructure Loan, leasehold interests of Buyer’s tenants, and mortgages and deeds of trust, or any other reasonable method of security for appropriate modes of financing construction or development that are secured on such tenant leasehold interests (“Deed of Trust”), are permitted to be placed upon Buyer’s fee interest in the Property prior to the Release of Construction Covenants.

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 the Release of Construction Covenants. The limitations of this Section 10.1 shall expire upon Release of Construction Covenants.

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 -32-

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, Sel ler 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 satisfy any such liens or encumbrances, provided however, that nothing in this Agreement shall requi re 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 -33-

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.

SECTION 14.2 OF THE PURCHASE AGREEMENT STATES:

14.2 Buyer Breach After Closing and Prior to Completion Certificate. In the event Buyer, after Closing and prior to Seller's Release of Construction Covenants, fails or declines to pursue development and completion of the Project on the Project Site as required by this Agreement, and Buyer fails to cure such breach within thirty (30) days after receipt of written notice from Seller, or if the cure takes longer than thirty (30) days, if Buyer fails to commence to cure such breach within said thirty (30) day period and diligently pursues the cure without interruption until complete, then, in addition to pursuing any other rights or remedies which Seller may have at law or in equity, Seller may, at Seller's option, exercise the rights set forth in this Section 14.2 by giving notice, in writing, of such election to Buyer.

(d) Option to Repurchase: Reenter and Repossess. Upon an uncured default of Buyer described in Section 14.2 above, Seller shall have the right at its option to repurchase, reenter and take possession of the Property, Phase 1 improvements, and all other improvements then -existing on the Property. To exercise its right to repurchase, reenter and take possession with respect to the Property, Seller shall pay to Buyer in cash an amount calculated as follows:

(6) The Purchase Price for the Property; plus

(7) The reasonable and documented costs actually expended by Buyer in constructing the Project between the date of Closing and the date on which Seller provides written notice of exercising this option; less

(8) Any gains or income withdrawn or made by Buyer from the Property; less

(9) The value of any unpaid liens or encumbrances on the Property which Seller assumes or takes subject to said encumbrances; less

(10) The remaining balance of Purchase Price Note and Infrastructure Loan.

(e) Assignment of Project Plans. Upon a breach of this Agreement described in Section

14.2 and Seller's exercise of its right to repurchase the Property, Buyer shall promptly deliver to Seller, within ten (10) days of such notice, copies of all plans and specifications for the Project, all permits and approvals obtained in connection with the Project, and all applications for permits and approvals not yet obtained but needed in connection with the portion of the Project located on the Property (collectively, the "Project Documents"). To the maximum extent permitted under such documents or any applicable security instrument, the delivery of the Project Documents shall be accompanied by a standard form assignment of Buyer's right, title and interest in the Project Documents; provided however, that any use of the Project Documents by Seller or any other person -34-

shall be without liability of any kind to Buyer and without any representation or warranty of Buyer or its employees as to the quality, validity, or usability of the Project Documents. No additional payment or consideration shall be due or payable by Seller in exchange for Buyer’s provision of the Project Documents with the value thereof being deemed included in the City’s costs to exercise the option as calculated in subsection (a)(1)-(5) above.

(f) Expiration of Seller’s Repurchase Option . From and after the issuance of a Completion Certificate for the Project or the recordation of the Release of Construction Covenants, whichever first occurs, the remedies set forth in this Section 14.2 shall no longer be available to Seller under any circumstances. The issuance of a Completion Certificate for the entire Project or the recordation of the Release of Construction Covenants, whichever first occurs, shall be conclusive evidence that the rights under this Section 14.2 have been terminated.

3. TERM OF DECLARATION. This Declaration shall expire and terminate upon the recording of a release of construction covenants executed by Seller releasing and reconveying the Property from this Declaration, which shall be issued by Seller upon the last of the following to occur: (a) Buyer obtaining approval of and the recording by the Orange County Recorder’s Office of the Final Parcel Map described in Section 9.6 of the Purchase Agreement; (b) the Parties’ recording of an amended or modified Seller’s Deed of Trust to change the legal description of the Property by which the Seller’s Deed of Trust is secured to match that reflected in the Final Parcel Map (as described in Section 9.6 of the Purchase Agreement); (c) the Parties recording of an amended or modified Construction Covenants to change the legal description of the Property to which the Construction Covenants is record to match that reflected in the Final Parcel Map; and (d) Buyer completing, or causing completion of, construction of the Project on the Project Site as signified by Seller’s issuance of a final certificate of occupancy for all buildings and improvements comprising the Project (“Completion Certificate”). Upon satisfaction of said conditions (or as otherwise provided in the following sentence) 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”). Notwithstanding the foregoing conditions precedent to Seller’s Release of Construction Covenants, Buyer shall have the right to submit a request that Seller issue a Release of Construction Covenants prior to the satisfaction of the condition in the foregoing clause (d), and following such request, Seller shall execute and deliver to Buyer a Release of Construction Covenants if Buyer: (a) has completed all of the foregoing conditions precedent to the Release of Construction Covenants except for the condition in clause (d); (b) has completed, or caused completion of, all improvements comprising Phase 1, as signified by Seller’s acceptance as “final” and complete all improvements comprising Phase 1 consistent with the Approvals and building, grading, public works, and other permits for the Phase 1 portion of the Project (“Phase 1 Completion Certificate”); and (c) Seller’s Release of Construction Covenants is contemporaneous with the closing of Buyer’s the sale of the Property to an unaffiliated third-party for fair market value and proceeds of the sale are used or otherwise allocated as follows: (i) First, to fully repay the Purchase Price Note in full to cause a release and reconveyance of the Seller’s Deed of Trust; and (ii) Second, remaining proceeds of the Buyer’s sale of the Property shall be used or allocated as directed in the Infrastructure Loan.

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.

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(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 law. 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 certified 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 because 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: Jeffrey McDonald
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.

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(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:

ATWATER EV V, LLC,
a Delaware limited liability company

By: _______________________
Jose Alberto Lemus, Managing Member

CITY OF BUENA PARK,
a California municipal corporation

By: ________________________
Aaron France,
City Manager

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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. -38-

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. -39-

Exhibit A

Legal Description of Property for
Declaration of Construction Covenants

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EXHIBIT H-1 TO SECOND AMENDMENT
Schedule of Performance
Item To Be Performed Time to Perform / Deadline

1. Buyer’s Execution of Purchase & Sale
Agreement (“PSA”) to trigger Effective
Date

COMPLETE

2. Opening Escrow COMPLETE

3. Closing of Escrow Outside Closing Date

4. Processing of Final Map with the Orange
County Assessor’s Office
Concurrently with Closing of Escrow

5. Record amended or corrected legal
descriptions for the Deed of Trust and
Construction Covenants
Immediately upon County’s recording /
publication of the Final Map.

6. Obtain demolition, grading and building
permits for the portion of the Project
located on the Property
60 days after Closing

7. Diligently pursue without interruption
construction of that portion of Phase 1 of
the Project that is located on the Property
Between the date of building permit
issuance and the deadline for Certificate
of Completion

8. Building Permit Final for that portion of
Phase 1 of the Project located on the
Property
No later than 12 months after Closing.

9. Certificate of Occupancy for portion of
Project located on Buyer’s Parcel
No later than the deadline established in
the Buyer Parcel Lease, if any.

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EXHIBIT-I TO SECOND AMENDMENT
Description of Phase 1 of the Project

The following improvements in accordance with the plans submitted for approval to the City, and approved under Permit Numbers B-24-466, B-25-62, P-25-058 and P-23-041 subject to the following notes:

1. 02-500. Developer to install access road only. Additional parking areas will be built as part of phase II

2. 02-900. Developer will install main water valves only. Remaining irrigation and landscape will be installed in phase II

3. 03-200. Site concrete (curbs and sidewalks) only will be installed along fire access road

1 INFRASTRUCTURE LOAN AGREEMENT

This Infrastructure Loan Agreement (“Loan Agreement”) is made and entered into as of February 2 4, 2026 (“Effective Date”), by and between the City of Buena Park, a California municipal corporation and charter city organized and existing under the laws of the State ("City”), and Atwater EV V, a Delaware limited liability company (“Borrower”). City and Borrower are at times referred to herein individually as a “Party” and jointly as the “Parties.”

RECITALS

A. City and Borrower have entered into that certain PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY dated as of May 14, 2024, as amended by that certain FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT CONCERNING REAL PROPERTY dated as of March 19, 2025 (jointly hereinafte r simply the “Agreement”), pursuant to which: (i) Borrower 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 in that certain Final Parcel Map No. 2023-144 approved by the Buena Park City Council on December 10, 2024 (the “Property”); (b) Borrower committed to developing the Project on the Project Site in the manner described in the Purchase Agreement and that certain Declaration of Construction Covenants recorded on the Property as Instrument No. ________in the Official Records of the County of Orange (“ Construction Covenants”); and (c) conditioned upon the Closing and other conditions precedent, the City agreed to make a market -rate infrastructure loan to Borrower in the amount of $2,743,678.00 to fund ground work, infrastructure improvements, and related construction costs for Phase 1 of the Project (“Infrastructure Loan”).

B. The Purchase Agreement specified that the Infrastructure Loan would be subject to the terms and conditions set forth in a separate loan agreement between the Parties dated even with the Closing, and evidenced by the promissory note and deed of trust to be executed by the Parties.

C. The Parties now desire enter into the Infrastructure Loan on the terms and conditions set forth hereinbelow.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

AGREEMENT

1. Defined Terms. All terms not defined in this Loan Agreement in the foregoing recitals or in this section shall have the meanings assigned to them in the Purchase Agreement:

“Borrower Parcel” shall have the same meaning as the term “Buyer Parcel” as is such term is defined in Recital B of the Purchase Agreement.

“Approvals” is defined in Section 8.3 of the Purchase Agreement

2 “Closing” is defined in Section 3.3 of the Purchase Agreement

“Construction Covenants” is defined in Section 9.2 of the Purchase Agreement.

“Escrow Agent” is defined in Section 4 of this Loan Agreement.

“Escrow Agreement” is defined in Section 4 of this Loan Agreement.

“Final Parcel Map” is defined in Section 9.6 of the Purchase Agreement.

“Infrastructure Loan Note” is defined in Section 3 of this Loan Agreement.

“Infrastructure Loan Deed of Trust” is defined in Section 3 of this Loan Agreement.

“Loan” is defined in Section 3 of this Loan Agreement.

“Phase 1” is defined in the Purchase Agreement by way of the Second Amendment.

“Phase 2” loan is defined in Section 3(e) of this Loan Agreement.

“Project” is defined in Section 9.1 of the Purchase Agreement.

“Project Budget” is defined in Section 8.6(a)(1) of the Purchase Agreement.

“Seller Note” is defined in Section 4.1 of the Purchase Agreement

“Requisition” is defined in Section 7 of the Escrow Agreement.

“Seller’s Deed of Trust” is defined in Section 4.2 of the Purchase Agreement.

2. Term. The term of this Loan Agreement shall commence on the Effective Date and expire on the Maturity Date.

3. Infrastructure Loan. In accordance with and subject to the terms and conditions of this Loan Agreement, City agrees to make a loan in the amount not to exceed $2,743,678.00 to or for the benefit of Borrower in accordance with the provisions of this Loan Agreement (the “Loan”). The Loan will be funded through the Escrow Account and operate as a line-of-credit for purposes funding construction of offsite and on- site improvements for Phase 1 of the Project , as such costs are detailed in the Project Budget . The Loan is subject to the additional terms and conditions that are set forth in, and shall be evidenced by, a promissory note in the form attached hereto as Exhibit A (“Infrastructure Loan Note”), and secured by a deed of trust recorded on the Property in the form attached hereto as Exhibit B (“Infrastructure Loan Deed of Trust”).

(a) Funding of the Loan. The City agrees to deposit proceeds of the Loan in full directly to the Escrow Agent subject to and no later than five (5) business days after Borrower has satisfied the last of the following conditions precedent:

3 (1) The Closing on Borrower’s purchase of the Property from City on the terms on the terms and conditions specified in the Purchase Agreement;

(2) Borrower’s delivery to City the Final Parcel Map that has been approved and recorded with the Registrar;

(3) Borrower’s delivery and recording of a modified Seller’s Deed of Trust and Construction Covenants to secure such documents on the Property as depicted in the Final Parcel Map;

(4) Borrower has obtained and been issued all building permits and other government approvals needed to complete construction of Phase 1;

(5) Borrower has delivered to the Escrow Agent and City a copy of the Escrow Agreement executed by Borrower;

(6) Borrower has delivered to City a confirmed copy of the Infrastructure Loan Deed of Trust recorded on the Property;

(7) Borrower has delivered to City a copy of the Infrastructure Loan Note executed by Borrower; and

(8) At the time of funding Borrower is not then in breach or default of any terms and conditions of the Seller Loan, Seller’s Deed of Trust, or Construction Covenants.

(b) Infrastructure Loan Promissory Note. The Loan shall be evidenced by the Infrastructure Loan Note to be delivered by Developer to City and Escrow Agent as a condition to the City’s funding of the Infrastructure Loan. T he Infrastructure Loan Note shall be dated the date of the first approved Requisition from the Escrow Account.

(c) Security and Lien Priority. The Infrastructure Loan Note shall be secured by the Infrastructure Loan Deed of Trust to be recorded on the Property prior to and as a condition of the City’s funding of the Loan into the Escrow Account. The Infrastructure Loan Deed of Trust will be recorded on the Property and senior to all other mortgages, deeds of trust, or other liens except for to the Seller Deed of Trust and the Construction Covenants.

(d) Limitations on Other Security Interests. Except for t he Seller Deed of Trust, the Infrastructure Loan Deed of Trust, Construction Covenants, leasehold interests of Borrower’s tenants and any mortgages, deeds of trust, or other reasonable method of security for financing construction that are secured only against such tenant leasehold interests (“Deed of Trust”), no other liens, security instruments, or other encumbrances are permitted to be placed upon the Property prior to release and reconveyance of the Infrastructure Loan Deed of Trust Release.

(e) Special Terms Concerning Repayment. Notwithstanding any contrary term or condition in this Loan Agreement, Infrastructure Promissory Note, or Infrastructure Loan Deed of 4 Trust, if Borrower has completed, or caused completion of, all improvements comprising Phase 1, as signified by City’s acceptance as “final” and complete all improvements comprising the Phase 1 improvements on the Property consistent with the Approvals and building, grading, public works, and other permits (“ Phase 1 Completion Certificate ”), City will release and reconvey the Infrastructure Loan Deed of Trust subject to Borrower’s performance of the following conditions to the reasonable satisfaction of the City, whose approval shall not be unreasonably withheld in furtherance of the Parties’ mutual interest in completion of the Project:

(1) Proceeds of the sale of Parcel C are used or otherwise allocated as follows:
first, to fully repay the Seller Note to cause a release and reconveyance of the Seller’s Deed of Trust from the Property; (ii) second, to repay at least fifty (50%) percent of then- current balance of the Loan (including original principal , any capitalized interest added to the principal , and any uncapitalized accrued interest ); (iii) third, any remaining proceeds from the sale (the “Phase 2 Loan”) are deposited into an account to be established by agreement of Ci ty and Borrower, on terms substantially similar to the Escrow Agreement or otherwise mutually agreed by the parties, with an escrow agent, institutional lender, or similar licensed or recognized institution, and with restrictions and instructions that such funds be used only for construction and development of the Project on the Borrower Parcel;

(2) Borrower is not then in breach or default of the lease for the Borrower Parcel;

(3) Borrower executes and delivers to City a promissory note in an amount equal to the Phase 2 Loan and that includes substantially the same terms and conditions as the Infrastructure Loan Note (e.g. interest rate and term) except that: (i) the promissory note will be secured against Borrower ’s leasehold interest in the Borrower Parcel or through alternative means reasonably acceptable to City, with City agreeing to subordinate the deed of trust to construction lenders for Phase 2; (ii) the date of the promissory note will be the date on which the Phase 2 Loan proceeds are deposited into the account established by the parties’; (iii) the Ma turity Date will be 60 months from the Date of Note for the original Infrastructure Loan Note, regardless of the date of the promissory note evidencing the Phase 2 Loan, and (iv) no Phase 2 Loan proceeds will be released or otherwise made available to Borrower unless and until Borrower has demonstrated access to the additional funds needed to complete the Project and has been issued building permits for the remaining portion of the Project.

4. Establishment of Escrow Agent / Account. Prior to and as a condition precedent to the City’s funding of the Loan, the Parties shall establish an interest-bearing escrow account with Green Escrow Services, Inc. (the “Escrow Agent”), which escrow account to be entitled “Buena Park / Atwater Infrastructure Funds Account” (the “Escrow Account”). The Parties shall establish and create that account by entering into and executing the escrow agreement attached as Exhibit “C” and delivering it to Escrow Agent (“ Escrow Agreement”). All proceeds of the City’s Loan shall be deposited into the Escrow Account and be held and disbursed by the Escrow Agent on the terms and conditions specified in the Escrow Agreement.

5. Compliance with Applicable Laws . The Developer shall comply with all applicable local, state, and federal laws associated with the use and expenditure of the funds received by Borrower by virtue of this Agreement.
5 6. Insurance; Indemnity.

(a) Prior to the commencement or continuation of any construction of Phase 1, Borrower shall obtain a general liability insurance policy and maintain such policy in effect until the completion of all of Phase 1 providing coverage for bodily injury and property damage in the minimum amount of One Million Dollars ($1,000,000.00) per occurrence. The policy shall name City as an additional insured.

(b) Insurance coverage furnished by Borrower, 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 funded by the Loan.

(c) Borrower shall furnish City 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 City. Borrower shall give City 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 City and shall include an appropriate endorsement and waiver of subrogation.

(d) Borrower 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 Stat e or Federal acts or laws applicable, and arising thereunder. To the extent Borrower has any employees that are subject to Worker’s Compensation Insurance requirements, Borrower shall furnish to City 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 City . As an alternative, Borrower may show proof of a certificate of consent to self-insure issued by the Director of Industrial Relations, pursuant to California Labor Code § 3800.

7. Costs and Attorneys’ Fees. If any Party brings or commences any legal action or proceeding to enforce any of the terms of this Agreement (or for damages by reason of an alleged breach of this Agreement), the prevailing Party in such action shall be entitled to recovery of all costs and expenses of litigation, including reasonable attorneys’ fees.

7. Notices. All notices given hereunder will be in writing, served by registered or certified mail, return receipt requested, postage prepaid, or by hand -delivery, to the parties at the following addresses:

To the Developer:

Atwater EV V, LLC
Attn: Albert Lemus, Managing Partner
4410 East Gage Avenue
Bell, CA 90622

6 with a copy to:

Karavas Kiely Schloss & Whitman LLP
1800 Century Park East, Suite 200
Los Angeles, CA 90067
Attn: Jeffrey McDonald
Email: [email protected]
To the City:

City of Buena Park
6650 Beach Boulevard
Buena Park, CA 90612
Attention: Aaron France
Email: [email protected]
with a copy to:

Alvarez-Glasman & Colvin
13181 Crossroads Pkwy. North
Suite 400–West Tower
City of Industry, CA 91746
Attention: Christopher G. Cardinale
Email: [email protected]

To the Escrow Agent:

Green Escrow Services, Inc.

To be provided.

8. Exhibits Incorporated. The various documents and agreements that are attached as exhibits to this Loan Agreement are a material part and incorporated into this Loan Agreement in full.

9. Miscellaneous.

(a) This Loan Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the Parties, provided that neither Party shall assign its rights, duties, or obligations hereunder in whole or in part without the prior written consent of the other Party and any such assignment without said consent shall be void.

(b) If any provision of this Loan Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof.

(c) This Loan Agreement has been prepared, is being executed and delivered, and is intended to be performed in the State of California, and the substantive laws of such state shall govern the validity, construction, enforcement, and interpretation of this Agreement.

7 (d) This Loan Agreement may not be modified except in writing signed by the Parties hereto, or in supplemental or amended escrow instructions executed by the Parties.

(e) All demands, notices, approvals, consents, requests and other communications hereunder shall be given through the Authorized Representatives in the manner provided in this Loan Agreement.

(f) If one or more of the provisions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect under applicable law, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and this Loan Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

(g) Nothing in this Loan Agreement is intended to amend the existing legal or contractual rights of the Parties, nor amend, modify, or alter any existing written agreements relating to the Project, Property, or among the Parties, including, but not limited to, the Purchase Agreement, the Seller Note, Seller Deed of Trust, or Construction Covenants.

(h) This Loan Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument.

(i) The respective rights and obligations of the Parties set forth in this Loan Agreement are intended to be for the exclusive benefit of the Parties, and it is not the intention of either Party to create, and this Loan Agreement shall not operate or be construed to create, any third party beneficiary rights or other rights in favor or any person or entity other than the Developer and City, respectively, and their respective permitted successors and assigns, if any, under the terms of this Loan Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective names, all as of the date first above written.

CITY:

CITY OF BUENA PARK,
a California municipal corporation and charter City

_____________________________
By: Aaron France, City Manager

ATTEST: APPROVED AS TO FORM:

ALVAREZ-GLASMAN & COLVIN

_______________________ _________________________
Adria Jimenez, City Clerk Christopher Cardinale, City Attorney

8 BORROWER:

Atwater EV V,
a Delaware limited liability corporation

By: _______________________________________
Jose Alberto Lemus, Managing Member

Exhibit A

PROMISSORY NOTE

SECURED BY DEED OF TRUST
(Atwater EV V, LLC –Infrastructure Loan Note)

Principal Amount: $2,743,678.00 Date of Note: ______, 2026 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: 60 months from Date of Note Interest Rate: 7.25% simple annual

1. Infrastructure Loan.

FOR VALUE RECEIVED, the undersigned Atwater EV V, LLC, a Delaware limited liability company (“Maker”), with 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 $2,743,678.00, or such other principal amounts as may be disbursed by City to Maker under the terms and conditions of that certain Infrastructure Loan Agreement between the Parties dated as of ___________________, (the “ Loan Agreement”), together with any interest on the unpaid p rincipal balance hereof from time to time outstanding (the “Loan”). This Promissory Note (the “Note”) is made and given to evidence the Loan made by City to Maker pursuant to the terms of that certain Purchase and Sale Agreement Concerning Real Property entered into between Maker and City dated May 14, 2024, as amended by that certain First Amendment dated as of March 19, 2025, and further amended that certain Second Amendment dated as of February 24, 2026 (cumulatively the “ 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 that certain Final Parcel Map No. 2023 -144 approved by the Buena Park City Council on December 10, 2024 (the “Property”).

2. Definitions. All capitalized terms used but not defined herein shall have the meaning given in the Loan 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 the earlier of: (1) at closing on any sale by Marker of the Property occurring after the Date of Note, with the proceeds of any such sale being used to repay this Note in full unless allocated for construction costs as specified in the Loan Agreement; or (2) before 12:00 a.m. on the day that is 60 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.

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 (“Deed of Trust”).

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 7.25% per annum. On the date that is one (1) year from the Date of Note, any unpaid accrued interest shall be compounded at added to the principal balance of the note, and the resulting new principal loan balance will thereafter accrue uncompounded simple interest at the rate of 7.25% per annum until the Maturity Date. 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 Payments.

No payments of principal or interest shall be due by Maker until one (1) year from the Date of Note.

Commencing upon the first anniversary of the Date of Note, Maker will make monthly interest only payments to the City. Payments must be made on or before the 15th 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 junior only to the Seller’s Deed of Trust and Construction Covenants 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 the Construction Covenants, 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), all 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 of 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 par tner 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 partn er 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 partn er 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 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 part ner 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 demonstrating 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, (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 constitu te 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 acceptable 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”):

(ii) Any lease for tenants of the Project, and deeds of trusts or security instruments recorded against a tenant’s leasehold interest to secure construction financing for tenant improvements that are part of the Project;

(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;

(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 Maker.

(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 and accumulated but unpaid interest on this Note will be automatically compounded upon expiration of the applicable cure period and thereafter automatically bear an annual interest rate equal to the lesser of 10% 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 connection 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.

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 of 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 into the agreements) by the Maker under or in connection with this Note 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) losses 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 bankruptcy, 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 dire ctly 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.

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 _______________

Exhibit B

INFRASTRUCTURE LOAN 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: 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 ____________, 2026, 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 loan agreement and associated promissory note dated even herewith in the principal amount of 2,743,678.00, or such lessor amounts
as may be advanced by Beneficiary to Trustor under its terms (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 : (a) that certain Purchase and Sale Agreement between Trustor and Beneficiary dated ___________, 2026, as amended by the certain First Amendment to Purchase and Sale Agreement dated as of March 19, 2025, and further amended that certain Second Amendment to Purchase and Sale Agreement dated as of February 24, 2026 (cumulatively the “ Purchase Agreement”), pursuant to which Trustor purchased from Beneficiary the Subject Property that is encumbered by this Deed of Trust ; and that certain In frastructure Loan Agreement between Trustor and Beneficiary dated _________ (“Loan Agreement”), pursuant which Beneficiary agreed to provide the loan to Trustor that is reflected in the Promissory Note and secured by this Deed of Trust. A true and correct copy of the Purchase Agreement and Loan Agreement are 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");

(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, management 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, cons truction, 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, construction, 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) permi ts, 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 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 s hall 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 consist s 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 which 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 are defined in the 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 Paragraph 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 interest 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 dispos ition 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 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 good 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 unreasonably 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 reasona ble 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 Trust or 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 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 Sec ured 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 promulgated, 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 divested, 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 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 local zoning laws and entitlements, 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 subject 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 receipt 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 theref or 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 dec laration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall al so 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 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 matter s or facts shall be conclusive proof of the truthfulness 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 with 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 fees , 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 per son 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 hereunder 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 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 occupant s 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 thi s 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 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 add itional 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 Property from City, and shall be recorded junior only to the grant deed by which Borrower takes title and any document evidencing or securing the Seller Loan.

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:

23 Exhibit A to Deed of Trust

Legal Description of Property

24 Exhibit C

ESCROW AGREEMENT

This Escrow Agreement (“ Agreement”) is made and entered into as of the ___th day of March, 2026 (“Effective Date”), City of Buena Park, a California municipal corporation and charter city organized and existing under the laws of the State ("City”), and Atwater EV V, a Delaware limited liability company (“Developer”). City and Developer are at times referred to herein individually as a “ Party” and jointly as the “Parties.”

RECITALS

[TO BE ADDED]

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

1. Defined Terms. All terms not defined in this Agreement have the meanings ascribed to them in the Loan Agreement.

2. Establishment of Escrow Agent / Account . Contemporaneously herewith, an interest bearing escrow account shall be established by the Parties with Green Escrow Services, Inc. (the “Escrow Agent”), which escrow account to be entitled “Buena Park / Atwater Loan Funds Account” (the “Escrow Account”). The Escrow Agent agrees to hold all monies and funds so deposited in the Escrow Account in trust for the benefit of the Project and the Parties’ respective interests therein, and to disburse such monies under the terms of this Agreement.

3. Term. This Agreement shall commence on the Effective Date and, except as otherwise provided in Section 11 below, shall automatically expire when all Escrowed Funds (defined below) have been allocated and paid by the Escrow Agent in accordance with the terms and condi tions hereof such that the balance of the Escrow Account is ZERO DOLLARS ($0) (“Escrow Term”). During the Escrow Term, the Developer acknowledges and agrees that it does not own and is not entitled to any Escrowed Funds deposited or received into the Escrow Account, and no amounts deposited or accruing in the Escrow Account shall become the property of Developer or any other entity, or be subject to the debts or liabilities of the Developer or any other entity, unless and until disbursed by the Escrow Agent pursuant to the express terms of this Agreement.

4. Additional Instructions. This Agreement may be supplemented and amended by standard terms and conditions required by the Escrow Agent, or terms and conditions otherwise agreed to by the Parties, provided such supplemental or amended instructions are in writing and signed by the Parties and Escrow Agent.

5. Authorized Agents. The following individuals are the “Authorized Representatives” of the Parties, who shall have authority to take all actions and receive all notices on behalf of the respective Party: (a) for City) – Aaron France, City Manager, whose email is [email protected] and phone number is (714) 562- 3500; and (b) for the Developer – _____________________ whose email is __________________ and phone number is __________________. Where an action or approval is required by the City or Developer hereunder, the Authorized Representatives shall be authorized to take such action.

25 6. Escrow Deposits. On or before ____________ , the City shall deposit the Loan Funds directly into the Escrow Account to be held by the Escrow Agent (the “ Escrowed Funds”). The Escrow Agent agrees to hold the Escrowed Funds and all monies and funds so deposited or accrued in the Escrow Account in trust for the benefit of the Parties hereto and their respective interests until authorized to disburse such monies under the terms of this Agreement. The Escrow Account shall be an interest-bearing account and all interest earned thereon shall become part of the Escrowed Funds.

7. Escrow Account; Use of Funds.

(a) Construction Fund. The Escrow Agent shall disburse or transfer such Escrowed Funds in the Escrow Account to the Developer only in the amounts and only for the purposes stated in a requisition from the Developer that has been countersigned and approved by the City (as described in the following sentence) for the direct payment of the cost incurred by Developer for the Project Work. Before any payment of Escrowed Funds is made to the Developer the Developer shall file or shall cause to be filed with the City a requisition in substantially the form set forth in Exhibit B hereto (“Requisition”). Each such Requisition shall state and be supported by evidence and documentation satisfactory to the City, in its reasonable and good faith discretion, that an obligation in the stated amount has been properly incurred by Developer for labor and/or materials furnished in furtherance of completing the Project Work. The City shall, within ten (10) days after receipt of a Requisition (i) approve the Requisition request, or (ii) disapprove the Requisition request (in its reasonable and good faith discretion) and state the reasons for such disapproval.

If the City disapproves the Requisition, the Developer may resubmit the Requisition to the City at any time, and the City shall approve or disapprove of the resubmitted Requisition consistent with the foregoing. If the City fails to respond to a Requisition within such time periods, then the Developer may resubmit the Requisition to the City’s representative with a cover letter stating “ THE CITY’S FAILURE TO RESPOND SHALL RESULT IN THE DEEMED APPROVAL OF THE ATTACHED” in all capital letters and in bold face type. If the City fails to respond to such second request for approval within five (5) days following such second submittal, then such second failure by the City shall be deemed acceptance and approval of the Requisition by the City. If the Developer’s Requisition is approved by City, the City shall countersign the Requisition and submit it to the Escrow Agent; and such signature shall be ministerial by the City in the event of a deemed approval. Upon receipt of a Requisition that is signed by both the Developer and City, the Escrow Agent shall pay the amount set forth in such Requisition as directed by the terms thereof. Each fully signed Requisition shall be sufficient evidence to the Escrow Agent of the facts stated therein and the Escrow Agent shall have no duty to confirm the accuracy of such facts.

(b) Completion of Project. The Project Work will be deemed complete when all items of Project Work have been “finalized” or certified as complete by the City of Buena Park (the “City ”) or governmental agency with jurisdiction, and all portions of Phase 1 have been issued a final building permit from the City. When the Project Work is complete, the City shall deliver to the Escrow Agent a written notice of completion for the Project Work. Following the delivery of such notice, the Escrow Agent shall, after the payment of any outstanding Escrow Fees (defined below) or costs, transfer or pay all Funds on deposit in Escrow Account to Developer and terminate the Escrow.

8. Compensation of Escrow Agent. The Parties shall pay the Escrow Agent a fee for its services hereunder in an amount equal to Escrow Agent’s standard fees for such services, as are appended hereto, which amount shall be paid from the Escrowed Funds in the Escrow Account. Escrow Agent may reserve a balance in the Escrow Account of an amount equal to any Escrow Fee(s) or costs incurred but outstanding to ensure and secure payment thereof. Any outstanding Escrow Fees and costs shall be paid prior to releasing the balance of the Escrow Account to the Developer following completion of the Unfinished Work as described in Section 7(b) of this Agreement.

26 9. Termination. City may not terminate this Agreement except upon the occurrence of an uncured default under the Construction Covenants or this Agreement. A default under this Agreement includes Developer’s failure to use proceeds of the loan for permitted purposes, failure to timely repay the loan, or Developer’s failure perform its obligations on a timely basis contained in the Construction Covenants. Upon expiration of such cure period, the Escrow Agent shall, after the payment of any Escrow Fees or costs then due and owing, release and pay all funds and monies in the Escrow Account to the City. The Developer shall have no right to terminate or independently request disbursements from the Escrow Account, except in accordance with an approved Requisition.

10. Compliance with Applicable Laws. The Developer shall comply with all applicable local, state, and federal laws associated with the use and expenditure of the Escrowed Funds received by the Developer from the Escrow Account.

11. Covenant to Pursue Project; Cooperation; Enforcement. At all times during the Escrow Term, the Developer shall pursue diligently and without interruption all actions necessary and appropriate to complete the Project within a commercially reasonable time not exceeding the time periods in the Construction Covenants. The City covenants and commits to promptly reviewing and providing comments on applications or plans submitted for review by the Developer in connection with obtaining permits or approvals from the City for Project Work and act in good faith and non-discriminatory manner. The Developer shall comply with all contractual obligations associated with management and ownership of Phase 1, and shall reasonably cooperate with the City and other governmental agencies with jurisdiction over Phase 1 in connection with the completion thereof.

12. Concerning the Escrow Agent . The Parties agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges, and immunities of the Escrow Agent:

(a) The Escrow Agent is not a party to, and is not bound by, or charged with notice of, any agreement out of which this Agreement may arise, other than this Agreement.

(b) The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the Escrow or any part thereof, or for the form or execution th ereof, or for the identity or authority of any person executing or depositing the same.

(c) The Escrow Agent shall be protected in acting upon any written notice, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be.

(d) The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instruction of such counsel.

(e) The Parties hereby jointly and severally agree to defend, indemnify and hold harmless the Escrow Agent from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, including, without limitation, court costs, legal expenses and attorneys’ fees, incurred or suffered by the Escrow Agent in connection with the performance of its obligations under this Agreement or otherwise arising, directly or indirectly, by reason of this Agreement, except to the extent any such claims, demands, causes of actions, losses, liabilities, damages, costs or expenses are incurred or suffered by the Escrow

27 Agent as a result of its own gross negligence or willful misconduct. In the event Escrow Agent becomes involved in litigation in connection with this Agreement, the Parties agree to indemnify and save Escrow Agent harmless from all loss, costs, damages, expenses and attorneys’ fees suffered or incurred by the Escrow Agent as a result thereof. The obligations of indemnity of the City and Developer shall survive the expiration or any termination of this Agreement and shall be performable in Orange County, California.

(f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,

THE ESCROW AGENT SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT, OR FOR ANY

ACT DONE OR STEP TAKEN OR OMITTED BY IT IN GOOD FAITH, OR FOR ANY MISTAKE IN

FACT OR LAW, OR FOR ANYTHING WHICH IT MAY DO OR R EFRAIN FROM DOING IN

CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION ANY ACT OR OMISSION

ARISING FROM OR RELATED TO THE NEGLIGENCE OF ESCROW AGENT, UNLESS DUE TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

If any claims or demand upon the Escrow Agent are made in connection with any provision of this Agreement, or if the Escrow Agent, in good faith, shall be in doubt as to what action it should take hereunder, the Escrow Agent may, in its sole discretion, re fuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to so refrain from acting until (i) the rights of all interested Parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested Parties and Escrow Agent shall have been notified thereof in writing signed by all such Parties. Notwithstanding the foregoing, in the event Escrow Agent shall be in doubt as to what action it should take hereunder at any time during the term of this Agreement, the Escrow Agent shall have the right, in its sole and absolute discretion, to file an interpleader action in the District Court of Orange County, California, and interplead all documents and instruments held by it into the registry of said court, and in such event, all costs, expenses and attorneys’ fees incurred by the Escrow Agent in filing such interpleader action shall be paid by the Parties or from the funds so interplead. The rights of Escrow Agent under this paragraph are cumulative to all other rights which it may have by law or otherwise.

13. Costs and Attorneys’ Fees. If any Party brings or commences any legal action or proceeding to enforce any of the terms of this Agreement (or for damages by reason of an alleged breach of this Agreement), the prevailing Party in such action shall be entitled to recovery of all costs and expenses of litigation, including reasonable attorneys’ fees.

14. Notices. All notices given hereunder will be in writing, served by registered or certified mail, return receipt requested, postage prepaid, or by hand- delivery, to the parties at the following addresses:

To the Developer:

Atwater EV V, LLC
Attn: Albert Lemus, Managing Partner
4410 East Gage Avenue
Bell, CA 90622

with a copy to:

28 Karavas Kiely Schloss & Whitman LLP
1800 Century Park East, Suite 200
Los Angeles, CA 90067
Attn: Jeffrey McDonald
Email: [email protected]

To the City:

City of Buena Park
6650 Beach Boulevard
Buena Park, CA 90612
Attention: Aaron France
Email: [email protected]

with a copy to:

Alvarez-Glasman & Colvin
13181 Crossroads Pkwy. North
Suite 400–West Tower
City of Industry, CA 91746
Attention: Christopher G. Cardinale
Email: [email protected]

To the Escrow Agent:

Green Escrow Services, Inc.

To be provided.

15. Miscellaneous.

(a) This Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the Parties, provided that Escrow Agent shall not assign its rights, duties, or obligations hereunder in whole or in part without the prior written consent of the City and Developer, and any such assignment without said consent shall be void.

(j) If any provision of this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof.

(k) This Agreement has been prepared, is being executed and delivered, and is intended to be performed in the State of California, and the substantive laws of such state shall govern the validity, construction, enforcement, and interpretation of this Agreement.

(l) This Agreement may not be modified except in writing signed by the Parties hereto, or in supplemental or amended escrow instructions executed by the Parties.

(m) All demands, notices, approvals, consents, requests and other communications hereunder shall be given through the Authorized Representatives in the manner provided in this Agreement.

29 (n) If one or more of the provisions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect under applicable law, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

(o) Nothing in this Agreement is intended to amend the existing legal or contractual rights of the Parties, nor amend, modify, or alter any existing written agreements relating to the Project, Property, or among the Parties, including, but not limited to, the Purchase Agreement or Construction Covenants.

(p) This Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument.

(q) The respective rights and obligations of the Parties set forth in this Agreement are intended to be for the exclusive benefit of the Parties, and it is not the intention of either Party to create, and this Agreement shall not operate or be construed to cre ate, any third party beneficiary rights or other rights in favor or any person or entity other than the Developer and City, respectively, and their respective permitted successors and assigns, if any, under the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names, all as of the date first above written.

CITY OF BUENA PARK,
a California municipal corporation and charter City

_____________________________
By: Aaron France, City Manager

Atwater EV V,
a Delaware limited liability corporation

By: ___________________________________________
Jose Alberto Lemus, Managing Member

30 EXHIBIT B

FORM OF REQUISITION REQUEST

Dated ___________________ , 202_
To: [_____________] Company
Attention:

Email:

Re: Requisition Request
Escrow No.

City of Buena Park, a California municipal corporation and charter city organized and existing under the laws of the State ("City”), and Atwater EV V, a Delaware limited liability company (“Developer”), and [ ] COMPANY (the “ Escrow Agent”), entered into that certain Loan Agreement and Associated Escrow Instructions dated as of February ___, 202 6 (the “ Loan Agreement ”, and all capitalized terms used and not defined herein shall have the meanings set forth in such Loan Agreement).

The undersigned hereby certifies and authorizes a distribution from the Escrow Account in the amount of $_______________ (the “Distribution Amount”) for the purpose of Developer’s payment to [SERVICE PROVIDER / VENDOR] for [SCOPE OF SERVICES] (“Approved Expense”).

The Escrow Agent is instructed to transfer the Distribution Amount to the Developer within one (1) business day of the City ’s approval as noted below (or deemed approval) in accordance with the Escrow Agreement and pursuant to the wire transfer instructions provided by the Developer.

By executing below, Developer, under penalty of perjury: (a) represents and covenants that the Approved Expense was properly incurred in performance of the Escrow Agreement, and (b) the Distribution Amount shall be used solely and exclusively for paying the Approved Expense identified above. No later than ten (10) days from the date hereof, Developer shall provide copies of cancelled checks or wired transfers showing the Distribution Amount was used to pay the Approved Expense.

ATWATER EV, a Delaware limited
liability company
By: _____________________ ___________________________

The undersigned hereby certifies for the benefit of the Escrow Agent in connection with the Escrow Agreement that the City has approved the Distribution Request.

Dated: _____________________________

APPROVED BY THE CITY:

CITY OF BUENA PARK, a California municipal corporation and charter city.

By: ____________________________
Aaron France
City Manager
February 24, 2026

STUDY SESSION
Item No. 9A.

City Council Agenda Report

DISCUSS AND PROVIDE DIRECTION REGARDING THE CITY'S MID-YEAR BUDGET

PREPARED BY PRESENTED BY
Sung Hyun, Director of Finance Sung Hyun, Director of Finance

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Sung Hyun, Director of Finance Aaron France, City Manager

DISCUSSION
The City's annual Mid-Year Budget review is scheduled for February 24, 2026. The format of the information presented will be consistent with the format used in prior years.

The City Manager and the Director of Finance have reviewed the carryover and mid-year budget adjustment requests. Should the City Council have any questions or comments prior to the study session, please contact the Director of Finance or the appropriate Department Director.

Attachments
Mid-Year Budget Review2026.pdf
Mid-Year Budget ReviewFinance DepartmentFebruary 24, 2026 Presentation Outline•Mid-Year Budget Review•Results from FY 2024-25•General Fund Revenues•General Fund Expenditures•Fund Balance of General Fund•Self Insurance Funds Reserves•Reserves – All Other Funds•Projected Results for FY 2025-26•General Fund Projected Revenues•General Fund Projected Expenditures•Projected Fund Balance of General Fund Presentation Outline•Carryover Requests from FY 2024-25 to FY 2025-26•Mid-Year Budget Adjustment Requests for FY 2025-26 Comparison of General Fund RevenuesFY23-24 to FY24-25Over2024-25 2024-25 (Under) 2023-24Description Budget Actual Budget ActualSales Taxes 36,391,000$ 37,327,699$ 936,699$ 38,459,902$ Property Taxes 10,735,070 11,787,113 1,052,043 11,262,430 Transient Occupancy Taxes 8,000,000 8,534,611 534,611 7,834,988 Motor Vehicle Fees 10,611,000 11,816,680 1,205,680 11,016,301 Refuse Collection 4,858,220 4,888,245 30,025 4,724,218 Utility User Fees 3,800,000 4,100,372 300,372 4,442,986 Franchise Fees 2,324,930 2,396,890 71,960 2,190,987 Court Fines 878,000 653,899 (224,101) 756,799 Business Licenses 1,200,000 1,376,389 176,389 1,317,256 Development Fees 1,231,830 1,266,525 34,695 1,024,303 Building Permits 2,006,870 1,274,447 (732,423) 1,390,276 Recreation Fees 815,100 782,061 (33,039) 866,381 Visit Buena Park Marketing 20,000 55,119 35,119 18,369 Paramedic Fees 1,050,000 754,202 (295,798) 1,204,679 Misc & Other Revenues 592,460 1,099,210 506,750 846,781 Property Transfer Taxes 400,000 413,545 13,545 344,790 Investment Earnings 682,700 3,546,742 2,864,042 2,656,638 Grants 5,651,594 8,714,552 3,062,958 3,485,891 Transfers In 1,544,620 192,927 (1,351,693) 187,383 Pass-Through 1,300,000 1,457,104 157,104 1,290,673 Police Fees 1,998,900 2,131,865 132,965 2,004,109 Engineering Fees 234,000 245,212 11,212 277,690 Bus Shelter Fees 99,460 126,750 27,290 117,000 Total Revenue 96,425,754$ 104,942,159$ 8,516,405$ 97,720,830$ Comparison of General Fund ExpendituresFY23-24 to FY24-252024-25Amended 2024-25 Surplus 2023-24Description Budget Actual (Deficit) ActualCity Council 439,330$ 391,883$ 47,447$ 398,719$ City Manager 1,583,120 1,581,299 1,821 1,477,562 Community Support Services 4,875,228 5,919,932 (1,044,704) 3,999,490 City Attorney 314,360 365,014 (50,654) 376,897 City Clerk 870,113 820,919 49,194 695,172 Human Resources 1,317,370 1,292,440 24,930 923,545 Finance 1,224,890 1,178,798 46,092 1,119,262 Community Development 5,349,832 4,287,630 1,062,202 3,533,038 Fire Services 15,604,910 15,600,858 4,052 14,913,703 Police Services 37,676,659 38,515,581 (838,922) 34,474,184 Public Works 15,483,396 15,816,679 (333,283) 14,021,663 Community Services 5,583,281 5,436,050 147,231 5,422,776 Non Departmental 2,254,200 1,949,847 304,353 1,662,690 Capital Outlay 619,829 490,234 129,595 741,083 Operating Transfers Out 1,710,940 1,491,562 219,378 1,197,052 Total Operating Expenditures94,907,458 95,138,726 (231,268) 84,956,836 Capital Improvement Projects 11,417,697 4,282,384 7,135,313 7,941,258 Total CIP Expenditures11,417,697 4,282,384 7,135,313 7,941,258 Total Expenditures 106,325,155$ 99,421,110$ 6,904,045$ 92,898,094$ General Fund – Fund Balance FY24-25Fund Balance, Beginning (restated) 78,336,607$ Total Revenues & Transfers In 104,942,159 Total Operating Expenditures & Transfers Out 95,138,726 Excess of Revenues/Transfers over Operating Expenditures/Transfers 9,803,433 Total Capital Improvement Program Expenditures 4,282,384 Revenues/Transfers over (under) Expenditures/Transfers 5,521,049 Fund Balance, Ending 83,857,656$ FY 2024-25 FY 2023-24Reserved for Legal Obligations: Encumbrances and Legal Obligations 10,733,177$ 8,623,832$ Unreserved: Designated for continuing capital projects 7,135,313 2,450,988 Designated for land held for resale 17,526,235 17,526,235 Designated for PERS UAL 2,970,935 2,228,095 Designated for future projects 7,526,433 7,526,433 Undesignated: 37,965,563 39,981,024 Total 83,857,656$ 78,336,607$ CITY of BUENA PARKGeneral Fund Reserves/Designations Workers’ Compensation Self-Insurance FundActual Reserves - FY 2024-25Cash Position @ June 30, 2025 5,076,287$ Add: Current Receivables 28,599 Less: Current Liabilities (23,702) Less: Reserve for Claims Payable (5,532,429) Net Insurance Deficit @ June 30, 2025 (451,244)$ Projected Reserves - FY 2025-26Cash Position @ June 30, 2025 5,076,287$ Add: Projected Revenues 2,156,000 Less: Projected Expenses (1,519,870) Projected Cash Position @ June 30, 2026 5,712,417 Less: Projected Reserve for Claims Payable (5,086,971) Projected Net Insurance Deficit @ June 30, 2026 625,447$ Public Liability Self-Insurance FundActual Reserves - FY 2024-25Cash Position @ June 30, 2025 987,618$ Add: Current Receivables 5,564 Less: Current Liabilities (94,699) Less: Reserve for Claims Payable (2,218,813) Net Insurance Surplus @ June 30, 2025 (1,320,331)$ Projected Reserves - FY 2025-26Cash Position @ June 30, 2025 987,618$ Add: Projected Revenues 1,712,000 Less: Projected Expenses (2,456,810) Projected Cash Position @ June 30, 2026 242,808 Less: Projected Reserve for Claims Payable (3,232,329) Projected Net Insurance Deficit @ June 30, 2026 (2,989,521)$ Accrued Leave FundActual Reserves - FY 2024-25Cash Position @ June 30, 2025 527,802$ Add: Current Receivables 2,974 Less: Current Liabilities (8,288) Accrued Leave Balance @ June 30, 2025 522,488$ Projected Reserves - FY 2025-26Cash Position @ June 30, 2025 527,802$ Add: Projected Revenues 505,000 Less: Projected Expenses (507,250) Projected Cash Position @ June 30, 2026 525,552 Projected Accrued Leave Balance @ June 30, 2026 525,552$ Other Funds – Reserves FY24-25Measure R FundCash Position @ June 30, 2025 1,444,028$ Add: Current Receivables 1,660,983 Less: Current Liabilities - Net Cash Position @ June 30, 2025 3,105,011 Restricted for Continuing Capital Projects - Fund Balance @ 6/30/25 3,105,011$ Other Funds – Reserves FY24-25Gas Tax FundCash Position @ June 30, 2025 9,771,281$ Add: Current Receivables 673,375 Add: Unbilled Receivables 328,662 Less: Encumbrances and Carryovers - Less: Current Liabilities (456,074) Net Cash Position @ June 30, 2025 10,317,244 Restricted for Continuing Capital Projects- Annual Pavement Rehab 1,704,619 - Slurry Seal Program 559,972 - Striping Program 236,574 - Annual Wheelchair Ramp 247,458 - Traffic Signal Improvements 135,643 - Annual Battery Backup Upgrades 103,750 - Dale Street Complete Streets 10,946 - Knott Ave. Rehab - Ball Rd. to Orange Ave. 5,469 - Engineering and Traffic Study 8,990 - Knott Ave Pavement Rehab - La Palma - Artesia Blvd. 1,241,870 - Citywide Traffic Signal Upgrades & Safety Elements 1,220,997 - Dale St. Pavement Rehab (SR91 to Crescent) 600,000 - Commonwealth Ave. Rehab (ECL to WCL) 600,000 - Valley View St. Pavement Rehab (O'thorpe to Lincoln) 300,000 - O'thorpe Complete Streets Planning Study 341,008 Restricted for Continuing Capital Projects (7,317,297) Restricted Fund Balance @ 6/30/25 2,999,947$ Other Funds – Reserves FY24-25Measure M2 FundCash Position @ June 30, 2025 2,629,485$ Add: Current Receivables 14,319 Less: Current Liabilities (454) Net Cash Position @ June 30, 2025 2,643,349 Restricted for Continuing Capital Projects- Malvern & Chapman TSSP 53,957 - Orangethorpe TSSP 188,560 - Metrolink Improvements 328,400 -Knott Ave Pavement Rehab - La Palma - Artesia Blvd.165,000 -Dale St. Pavement Rehab (SR91 to Crescent)696,755 - Commonwealth Ave. Rehab (ECL to WCL) 400,000 Restricted for Continuing Capital Projects(1,832,671) Restricted Fund Balance @ 6/30/25 810,678$ Other Funds – Reserves FY24-25HOME Deferred Loan FundCash Position @ June 30, 2025 1,262,461$ Add: Current Receivables 7,113 Less: Current Liabilities (124,498) Net Cash Position @ June 30, 2025 1,145,075 Restricted Fund Balance 1,145,075$ CalHOME Loan FundCash Position @ June 30, 2025 1,498,989$ Add: Current Receivables 8,445 Less: Current Liabilities - Net Cash Position @ June 30, 2025 1,507,434 Restricted Fund Balance 1,507,434$ Park In-lieu FundCash Position @ June 30, 2025 140,551$ Add: Current Receivables 792 Less: Current Liabilities (128,354) Net Cash Position @ June 30, 2025 12,989 Restricted for CIP and Encumbrances (12,989) Restricted Fund Balance -$ Other Funds – Reserves FY24-25Traffic Congestion Relief FundCash Position @ June 30, 2025 86,492$ Add: Current Receivables 487 Net Cash Position @ June 30, 2025 86,979 Restricted for CIP and Encumbrances - Restricted Fund Balance 86,979$ AB2766/AQMD FundCash Position @ June 30, 2025 497,966$ Add: Current Receivables 2,805 Less: Current Liabilities (598) Net Cash Position @ June 30, 2025 500,173 Restricted for CIP and Encumbrances - Restricted Fund Balance 500,173$ Other Funds – Reserves FY24-25Local Law Enforcement Block Grant FundCash Position @ June 30, 2025 80,138$ Add: Current Receivables 451 Less: Current Liabilities (3,501) Net Cash Position @ June 30, 2025 77,088 Restricted Fund Balance 77,088$ Asset Forfeiture FundCash Position @ June 30, 2025 623,091$ Add: Current Receivables 3,510 Less: Current Liabilities (213,478) Net Cash Position @ June 30, 2025 413,124 Restricted Fund Balance 413,124$ Proposition 172 FundCash Position @ June 30, 2025 80,105$ Add: Current Receivables 93,779 Less: Current Liabilities (10,660) Net Cash Position @ June 30, 2025 163,225 Restricted Fund Balance 163,225$ Other Funds – Reserves FY24-25COPS/Supplemental Law Enforcement Special FundCash Position @ June 30, 2025 137,649$ Add: Current Receivables 776 Less: Current Liabilities (3,149) Net Cash Position @ June 30, 2025 135,276 Restricted Fund Balance 135,276$ State OCATT FundCash Position @ June 30, 2025 (62,485)$ Add: Current Receivables - Less: Current Liabilities (2,470) Net Cash Position @ June 30, 2025 (64,955) Restricted Fund Balance (64,955)$ Other Funds – Reserves FY24-25Capital Projects FundCash Position @ June 30, 2025 (66,346)$ Add: Current Assets - Less: Current Liabilities (4,738) Net Cash Position @ June 30, 2025 (71,084) Restricted for CIP and Encumbrances - Restricted Fund Balance (71,084)$ Economic Development FundCash Position @ June 30, 2025 10,950,741$ Add: Current Assets 61,695 Less: Current Liabilities (15,005) Net Cash Position @ June 30, 2025 10,997,431 Restricted for CIP and Encumbrances - Restricted Fund Balance 10,997,431$ Opioid Settlement FundCash Position @ June 30, 2025 582,695$ Add: Current Assets 186,612 Less: Current Liabilities (14,659) Net Cash Position @ June 30, 2025 754,649 Restricted for CIP and Encumbrances - Restricted Fund Balance 754,649$ General Fund Revenues FY25-26YTD Actual 2025-26 Over 2024-25Budgeted Ending Estimated (Under) ActualDescription Revenues 12/31/25 Revenues Budget RevenuesSales Taxes 34,862,000$ 6,195,345$ 34,369,500$ (492,500)$ 37,327,699$ Property Taxes 11,800,000 4,819,104 11,800,000 - 11,787,113 Transient Occupancy Taxes 8,100,000 3,410,648 8,191,000 91,000 8,534,611 Motor Vehicle Fees 12,035,000 128,747 12,035,000 - 11,816,680 Refuse Collection 4,900,000 1,991,623 4,900,000 - 4,888,245 Utility User Fees 4,500,000 1,737,531 4,500,000 - 4,100,372 Franchise Fees 2,580,800 332,971 2,580,800 - 2,396,890 Court Fines 827,000 284,468 622,000 (205,000) 653,899 Business Licenses 1,500,000 649,808 1,500,000 - 1,376,389 Development Fees 889,800 440,759 914,680 24,880 1,266,525 Building Permits 1,099,270 678,121 1,188,350 89,080 1,274,447 Recreation Fees 829,670 312,213 778,370 (51,300) 782,061 Visit Buena Park Marketing 101,500 96,391 115,375 13,875 55,119 Paramedic Fees 1,080,000 853,732 1,080,000 - 754,202 Misc & Other Revenues 595,160 619,339 654,496 59,336 1,099,210 Property Transfer Taxes 400,000 192,829 400,000 - 413,545 Investment Earnings 1,904,560 32,061 2,169,490 264,930 3,546,742 Grants 4,391,430 3,545,555 4,464,180 72,750 8,714,552 Transfers In 497,670 - 497,670 - 192,927 Redevelopment Pass-Through 1,400,000 - 1,400,000 - 1,457,104 Police Fees 2,318,400 1,226,612 1,813,930 (504,470) 2,131,865 Engineering/Public Works Fees 234,000 182,480 234,446 446 245,212 Bus Shelter Fees 99,460 48,750 98,480 (980) 126,750 Total Revenue 96,945,720$ 27,779,087$ 96,307,767$ (637,953)$ 104,942,159$ General Fund Expenditures FY25-262025-26 YTD Actual 2025-26 (Over) 2024-25Amended Ending Estimated Under ActualDescription Budget 12/31/2025 Expenditures Budget ExpendituresCity Council 487,350$ 228,160$ 474,573$ 12,777$ 391,883$ City Manager 1,756,650 817,407 1,700,207 56,443 1,581,299 Community Support Services 5,049,320 2,116,588 5,049,320 - 5,919,932 City Attorney 321,650 191,370 661,650 (340,000) 365,014 City Clerk 849,290 375,520 801,082 48,208 820,919 Human Resources 1,276,480 604,183 1,266,701 9,779 1,292,440 Finance 1,348,080 611,753 1,312,446 35,634 1,178,798 Community Development 4,869,510 1,981,216 4,320,929 548,581 4,287,630 Fire Services 16,395,740 4,185,741 16,395,740 - 15,600,858 Police Services 42,519,809 20,330,020 42,386,442 133,367 38,515,581 Public Works 16,714,640 7,432,773 16,210,168 504,472 15,816,679 Community Services 6,316,450 3,065,039 6,375,281 (58,831) 5,436,050 Non Departmental 2,256,950 2,695,461 4,514,703 (2,257,753) 1,949,847 Capital Outlay 786,951 274,859 786,951 - 490,234 Operating Transfers Out 1,547,280 - 1,547,280 - 1,491,562 Total Operating Expenditures102,496,150 44,910,090 103,803,472 (1,307,322) 95,138,726 Capital Improvement Projects 9,136,565 917,296 9,136,565 - 4,282,384 Total CIP Expenditures9,136,565 917,296 9,136,565 - 4,282,384 Total Expenditures 111,632,715$ 45,827,386$ 112,940,037$ (1,307,322)$ 99,421,110$ General Fund –Projected Fund BalanceFY25-26Fund Balance, Beginning 83,857,656$ Total Estimated Revenues/Transfers In 96,307,767 Total Estimated Operating Expenditures/Transfers Out 103,803,472 Excess of Revenues/Transfers In over Operating Expenditures/Transfers Out (7,495,705) Total Estimated Capital Improvement Program Expenditures 9,136,565 Estimated Revenues over (under) Estimated Expenditures (16,632,270) Fund Balance, Ending 67,225,386$ FY 2025-26 FY 2024-25Reserved for Legal Obligations: Encumbrances and Legal Obligations 8,500,000$ 10,733,177$ Unreserved: Designated for continuing capital projects - 7,135,313 Designated for land held for resale 14,128,285 17,526,235 Designated for PERS UAL 3,470,935 2,970,935 Designated for future projects 7,026,433 7,526,433 Undesignated: 34,099,733 37,965,563 Total 67,225,386$ 83,857,656$ General Fund Reserves/DesignationsCITY of BUENA PARK Measure R Fund Revenues & Expenditures FY25-26YTD Actual 2025-26 OverBudgeted Ending Estimated (Under)Description Revenues 12/31/25 Revenues BudgetSales Taxes 20,000,000$ 6,710,189$ 20,007,000$ 7,000$ Investment Earnings 200,000 76,875 200,000$ - Total Revenue 20,200,000$ 6,787,064$ 20,207,000$ 7,000$ 2025-26 YTD Actual 2025-26 (Over)Amended Ending Estimated UnderDescription Budget 12/31/2025 Expenditures BudgetHuman Resources 394,370$ 142,321$ 306,028$ 88,342$ Police Services 3,440,960 1,230,908 2,860,289 580,671 Public Works 707,050 110,652 330,156 376,894 Non Departmental 3,600 900 3,600 - Capital Outlay 831,400 196,166 831,400 - Total Operating Expenditures5,377,380 1,680,947 4,331,472 1,045,908 Capital Improvement Projects 8,075,000 27,962 8,075,000 - Total CIP Expenditures8,075,000 27,962 8,075,000 - Total Expenditures 13,452,380$ 1,708,909$ 12,406,472$ 1,045,908$ Carryover Requests – General FundFY24-25 to FY25-26•Community Development•Tobacco Enforcement Grant - $4,633•Electric Lawn Equipment Rebate Program - $58,550•Public Works•Beverage Container Recycling Grant - $52,750 Carryover Requests – Other FundsFY24-25 to FY25-26•Economic Development Fund•Commercial Façade Improvement Program - $1,000,000•Local Law Enforcement Block Grant•Justice Assistance Grant (JAG) - $22,278•CDBG Fund•Rental Assistance Program - $104,341 Mid-year Requests – General Fund FY25-26•City Manager’s Office•Stories of Buena Park - $5,000•Youth Microgrant Program – $5,000•Public Works•Streets – Concrete/Asphalt Disposal increase - $5,000 (total to $17,000)•Streets – Uniforms increase - $1,500 (total to $5,000)•Engineering – On-call Traffic Counts increase - $10,000 (total to $20,000)•Engineering – Grant Writing Services increase - $45,000 (total to $75,000)•Signs & Striping – Replace Arrow Board for truck - $12,000•Signs & Striping – Replace Walk Behind Striper - $12,000 Mid-year Requests – Other Funds FY25-26•Gas Tax Fund•ROW Improvements increase - $15,000 (total to $90,000)•Water Fund•Water Meter Data Collector - $17,000•Catchbasin Cleaning increase - $25,500 (total to $83,000)•Wastewater Fund•Smart Cover Batteries increase - $1,500 (total to $3,000)•Information Technology Fund•Autocad Subscription increase - $10,600 (total to $21,600) Mid-year Requests – Other Funds FY25-26•Facilities Maintenance Fund•Stage Stop HVAC - $50,000•PD High Density Storage increase - $8,000 (total to $48,000)•Electrical Repairs at Parks - $56,000•PD Generator Repairs - $52,000•Generator Service increase - $14,000 (total to $35,000)•Ehler’s Pest Treatments - $10,500•Consulting for Investment Grade Audit - $14,000 Mid-Year Budget ReviewFinance DepartmentFebruary 24, 2026 City of Buena Park
City Council Regular Meeting Agenda Report
B. DESIGNATE A COUNCIL MEMBER AS THE CITY'S VOTING DELEGATE AND ALTERNATE VOTING DELEGATE FOR THE SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG) 2026 GENERAL ASSEMBLY BUSINESS

SESSION
Presented by Adria Vicuña, Director of Government and Community Relations/City Clerk Meeting
Tuesday, February 24, 2026, 5:00 PM
Agenda Group
STUDY SESSION Item: 9B.

Prepared By
Adria M. Vicuna, Director of Government and Community
Relations/City Clerk
Department Head Approval
Adria M. Vicuna, Director of Government and Community
Relations/City Clerk
Presented By
Adria M. Vicuna, Director of Government and Community
Relations/City Clerk

DISCUSSION
The Southern California Association of Government (SCAG)'s 2026 General Assembly is scheduled for May 7 and 8, 2026, in Palm Desert. SCAG is requesting the City designate a voting delegate and alternate voting delegate by City Council Minute action.

The General Assembly Delegate Representative for Buena Park has an opportunity to propose any policy matter for determination by the General Assembly in the form of a proposed Resolution, and revisions to SCAG Bylaws. All proposed Resolutions and/or Bylaw revisions will be reviewed by SCAG's Bylaws and Resolutions Committee, and thereafter the Regional Council, before being considered at the General Assembly Business meeting. Once additional information is received on the proposed resolutions, staff will return to City Council for review and to provide direction to the City's delegates on how to proceed with voting.

For reference, attached is City Council's Policy on the selection of voting delegates for conferences and meetings.

Attachments
Policy No 52 Voting Delegates Selection.pdf

No: 52

Date of Council Meeting Approval: January 28, 2025

CITY COUNCIL POLICY STATEMENT

RESPONSIBLE DEPARTMENT: CITY CLERK’S OFFICE

CONTACT PERSON: DIRECTOR OF GOVERNMENT AND COMMUNITY

RELATIONS/CITY CLERK

SUBJECT: SELECTION OF VOTING DELEGATES

This policy establishes the procedure for selecting a voting delegate and an alternate voting delegate to represent the City Council at meetings or conferences when requested and ensures that their voting decisions reflect the collective direction of the full City Council.

SELECTION OF DELEGATES

 Designation of Delegates:

The City Council shall appoint a voting delegate and an alternate voting delegate from its members to represent the City at meetings or conferences, when requested. The appointments shall be made during a regular City Council meeting.

 Eligibility:

Any City Council member is eligible for selection as a voting delegate or alternate delegate.

The appointed delegates must register and attend the meeting or conference and have a clear understanding of the responsibilities associated with representing the City. If the voting delegate is unable to fulfill their responsibilities, the alternate voting delegate will act in their absence.

PRE-MEETING COUNCIL DIRECTION

 Prior to each meeting or conference, the City Clerk, or her or his designee, shall include a Study Session agenda report to review and discuss the items to be voted on at the meeting or conference. The City Council shall provide direction on the City’s position for each item (e.g., "support," "oppose," or "abstain" or any other appropriate direction).

 Delegates are required to vote on each item in accordance with the direction provided by the City Council.

 If an item is amended during the meeting or conference in a way that materially changes its intent, the delegate may use their discretion to vote but must strive to align their decision with the principles discussed by the City Council.

CITY COUNCIL POLICY ON SELECTION OF VOTING DELEGATES