Hawthorne City Council
June 27, 2023

Alex Vargas, Mayor
Angie Reyes English, Mayor Pro Tem
Katrina Manning, Councilmember
Alex Monteiro, Councilmember
L. David Patterson, Councilmember
Dayna S. Williams-Hunter, City
Clerk
Marie Poindexter-Hornback, City
Treasurer

CITY OF HAWTHORNE

CITY COUNCIL AND FINANCE AUTHORITY REGULAR

MEETING
AGENDA FOR JUNE 27, 2023 6:00 PM

COUNCIL CHAMBER AT CITY HALL
4455 W. 126th STREET, HAWTHORNE, CALIFORNIA

MEETING INFORMATION

IF YOU ARE AN INDIVIDUAL WITH A DISABILITY AND NEED REASONABLE

ACCOMMODATION OR MODIFICATION PURSUANT TO THE AMERICANS WITH

DISABILITIES ACT (ADA) PLEASE CONTACT THE CITY CLERK DEPARTMENT AT [email protected] OR CALL (310) 349-2915 PRIOR TO THE MEETING FOR ASSISTANCE.

THE MEETING IS SHOWN LIVE ON CABLE CHANNEL 22, AND WILL BE REBROADCAST

AS PART OF THE REGULAR CITY COUNCIL, SUCCESSOR AGENCY, AND RELATED MEETINGS ACCORDING TO THE PUBLISHED CABLE SCHEDULE OF PROGRAMS. IT SHALL

ALSO BE BROADCAST LIVE AND BE MADE AVAILABLE THEREAFTER ON THE CITY OF HAWTHORNE'S WEBSITE:
https://www.cityofhawthorne.org/departments/community-services/hawthornecommunity-television/meeting-videos Or online on YouTube by searching for Hawthorne Community Television ______________________

THE AGENDA, STAFF REPORTS AND ATTACHMENTS ARE AVAILABLE ONLINE AT https://www.cityofhawthorne.org/departments/community-services/hawthornecommunity-television/meeting-videos AND THEN SELECTING THE DESIRED MEETING. MEMBERS OF THE PUBLIC MAY INSPECT (AT NO COST) AND/OR OBTAIN COPIES (UPON PAYMENT OF THE CITY’S

CURRENT COPYING FEE) OF ANY REGULAR SESSION ITEM BY CONTACTING THE CITY CLERK DEPARTMENT AT CITY HALL VIA TELEPHONE (310) 349-2915 OR EMAIL [email protected].

CALL TO ORDER

INVOCATION

PLEDGE OF ALLEGIANCE

ROLL CALL

PROCLAMATIONS/CERTIFICATES/PRESENTATIONS

1. Joint Presentation Between the Hawthorne School District and Hawthorne Police Department on Proposed Pilot Program for Crossing Guards

2. Employee of the Month Presentation

ORAL COMMUNICATIONS

ORAL COMMUNICATIONS

ANY PERSON DESIRING TO ADDRESS THE CITY COUNCIL AND PARKING AUTHORITY

SHOULD COMPLETE A SPEAKER REQUEST CARD AND SUBMIT THE CARD TO THE CITY

CLERK/SECRETARY PRIOR TO THE COMMENCEMENT OF THE CITY COUNCIL , PARKING AUTHORITY AND HOUSING AUTHORITY MEETING. AFTER OBTAINING PERMISSION TO

PROCEED BY THE PRESIDING OFFICER SPEAKERS SHOULD FIRST STATE THEIR FULL NAME AND ADDRESS FOR THE RECORD. THEY THEN SHALL STATE THEIR BUSINESS FOR

ALL GOVERNING BODIES BRIEFLY AND COMPLETELY AND UNLESS GRANTED FURTHER TIME BY A GOVERNING BODY SHALL LIMIT THEIR ADDRESS TO THREE MINUTES. THE

THREE-MINUTE LIMIT SHALL INCLUDE GOVERNING BODY OR STAFF RESPONSES, IF ANY, TO QUERIES POSED BY SPEAKERS. HOWEVER, THE STATE OPEN MEETINGS LAW (GOVERNMENT CODE SECTION 54950 ET SEQ.) PROHIBITS THE CITY COUNCIL FROM PROVIDING A DETAILED
RESPONSE OR ACTING UPON ANY ITEM NOT CONTAINED ON THE AGENDA POSTED 72 HOURS BEFORE A REGULAR MEETING AND 24 HOURS BEFORE A SPECIAL MEETING. ALL

REMARKS SHALL BE ADDRESSED TO THE GOVERNING BODIES AS A BODY AND NOT TO ANY PARTICULAR MEMBER THEREOF. THE GOVERNING BODY MAY EITHER DISPOSE OF

THE COMMUNICATION AT THE CLOSE THEREOF OR MAY REFER IT TO AN APPROPRIATE

ADMINISTRATIVE OFFICER FOR STUDY, INVESTIGATION, REPORT, AND/OR RECOMMENDATION. DISCUSSION, IF ANY, SHALL BE BY MEMBERS OF A GOVERNING BODY ONLY. (H.M.C. 2.06.180, RESO. NO. 6443)

CITY CLERK'S CONSENT CALENDAR

3. Approval of waiver of full readings of resolutions and ordinances on Tuesday, June 27, 2023's agenda. Motion to waive full readings.

4. City Treasurer requests approval of the warrants. Motion to approve the warrants.

RESOLUTIONS

5. RESOLUTION NO. 8421 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HAWTHORNE, CALIFORNIA, APPROVING AND ADOPTING THE CITY OF HAWTHORNE’S INVESTMENT POLICY. Motion to adopt.

PUBLIC HEARINGS (FIRST READING AND ADOPTIONS)

6. Public Hearing and Resolution No. 8422 - A resolution of the City Council of the City of Hawthorne, California, Consenting to a Water Rate Increase Proposed by California Water Service Company.

RECOMMENDED MOTION: Staff recommends that the City Council: 1. Open and conduct a public hearing and receive comments on the proposed water rate increase by California Water Service Company. 2. Close the public hearing. 3.

Adopt Resolution No. 8422 - A resolution of the City Council of the City of Hawthorne, California, Consenting to a Water Rate Increase Proposed by California Water Service Company.

CITY MANAGER'S CONSENT CALENDAR

7. City of Hawthorne’s Investment Report for the quarter ended March 31, 2023.

RECOMMENDED MOTION: Staff recommends that the City Council receive, approve and file the City of Hawthorne’s Investment Report for the quarter ended March 31, 2023 of FY 22-23.

8. Amendment to the Agreement/Contract Hawthorne Executive Group (HEG) Special Pays
RECOMMENDED MOTION: Staff recommends that the City Council approve an amendment to the Hawthorne Executive Group Memorandum of Understanding effective July 1, 2012 – June 30, 2024.

9. Construction of Speed Humps on Darlene Love Street (formerly W 116th Street) between Haas Avenue and Tarron Avenue.

RECOMMENDED MOTION: Staff Recommends that the City Council approve installation of speed humps on Darlene Love Street (formerly W 116th Street) between Haas Avenue and Tarron Avenue.

10. Progress Payment #2 and Final Acceptance in the amount of $136,855.10 due to Insituform Technologies, LLC of Chesterfield, MO for Sewer Pipe Rehabilitation Project 2023 (Project # 23-02).

RECOMMENDED MOTION: Staff recommends that the City Council approve this Progress Payment #2 and Final Acceptance to Insituform Technologies, LLC of Chesterfield, MO.

11. Approval of United Way Emergency Food and Shelter Program Allocation for the FY 23-24 Budget
RECOMMENDED MOTION: Staff recommends that the City Council approve the United Way Emergency Food and Shelter Program Allocation in the amount of $11,250, for the FY 23-24 Budget.

12. Authorizing and Approving the Executions of “City Acknowledgement and Estoppel Certificates” and “Escrow Agreement” as Required for the Refinancing Arrangement of the Marriott Development by Mogul Hospitality Partners.

RECOMMENDED MOTION: Staff recommends that the City Council Approve the Execution of City Acknowledgement and Estoppel Certificates (“Estoppel Certificate”) and for the Finance Authority to Approve the Execution of the Escrow Agreement (“Escrow”) and Authorize the City Manager to Execute the Estoppel Certificate and Escrow and all related Documents.

13. Betty Ainsworth Gymnasium Roof Replacement Project (Project #23-03) - Out to Rebid
RECOMMENDED MOTION: Staff Recommends that the City Council approve the Plans and Specifications and authorize the Director of Public Works to readvertise for construction bids with a return date of August 8th, 2023.

14. Award of Contract for City of Hawthorne Owned Building Roof Rehabilitation Project (Project #23-06).

RECOMMENDED MOTION: Staff recommends that the City Council authorize the City Manager or his designee to award the project to Best Contractors Services, subject to the approval from Department of Housing and Urban Development (HUD).

15. Award of Contract for Hawthorne Jim Thorpe Park and City Hall Council Chambers Lighting Project (Project #23-07).

RECOMMENDED MOTION: Staff recommends that the City Council award contract to lowest responsive and responsible bidder, Huntington Beach Electric, Inc. of Huntington Beach, CA

16. Progress Payment #3 in the amount of $149,055.00 due to Elecnor Belco Electric of Chino, CA for Highway Safety Improvement Project Traffic Signal Upgrade and Reconstruction 120th St Improvement Project – Prairie Ave to Felton Ave (Project #21-06)
RECOMMENDED MOTION: Staff recommends that the City Council approve this Progress Payment #3 to Elecnor Belco Electric of Chino, CA

17. Agreement with Beacon Valuation Group, LLC to Value and Appraise the City of Hawthorne’s Water System.

RECOMMENDED MOTION: Staff Recommends that the City Council Waive the Formal Purchasing Procedures and Approve the Agreement with Beacon Valuation Group, LLC., Authorize the City Manager to Execute the Agreement and Any Documents Related Thereto with the Funds Appropriated from Account No. 225- 4106-408-0-0-45834.

18. Renewal of Professional Services Agreements with LDM Associates, Inc. for the administration of the CDBG & HOME and other federally funded grant programs.

RECOMMENDED MOTION: Staff recommends that the City Council:

1. Approve and renew the third year of the Professional Services Agreement with LDM Associates, Inc. (LDM) for the period of one year from 7/1/2023 to 6/30/2024 to provide professional services necessary to administer and implement the CDBG & HOME Investment Partnership and other federally funded grant programs. 2. Authorize the City Manager, or designee, to execute, amend, and keep record of documents necessary to administer the renewed Fiscal Year 2023-2024 Professional Services Agreement with LDM.

19. The Hawthorne Business Connect (HBC) 23-24 Budget.

RECOMMENDED MOTION: Staff recommends that the City Council approve the proposed budget.

20. Progress Payment #5 and Final Acceptance for the first contract year in the amount of $571,523.21 due to Martinez Landscape Company, Inc. of Sylmar, CA for General Maintenance (Project # 22-05).

RECOMMENDED MOTION: Staff recommends that the City Council approve this Progress Payment #5 and Final Acceptance for the first contract year and approve the start of the second contract year to Martinez Landscape Company, Inc. of Sylmar, CA.

21. Amendment to the Agreement/Contract Hawthorne Police Officers Association (HPOA)
RECOMMENDED MOTION: Staff recommends that the City Council approve an amendment to the Hawthorne Police Officers Association Memorandum of Understanding effective July 1, 2021 – June 30, 2024.

22. Amendment to the Agreement/Contract Hawthorne Police Management Supervisors Group (HPMSG)
RECOMMENDED MOTION: Staff recommends that the City Council approve an amendment to the Hawthorne Police Management Supervisors Group Memorandum of Understanding effective July 1, 2021 – June 30, 2024.

23. Amendment to the Agreement/Contract Hawthorne Municipal Employees Association (HMEA)
RECOMMENDED MOTION: Staff recommends that the City Council approve an amendment to the Hawthorne Municipal Employees Association Memorandum of Understanding effective July 1, 2021 – June 30, 2024.

24. Amendment to the Agreement/Contract Hawthorne Executive Group (HEG) RECOMMENDED MOTION: Staff recommends that the City Council approve an amendment to the Hawthorne Executive Group Memorandum of Understanding effective July 1, 2021 – June 30, 2024.

25. Hawthorne Memorial Center HVAC System Upgrade (Project #23-08)- Out to Bid RECOMMENDED MOTION: Staff recommends that the City Council approve the Plans and Specifications and authorize the Director of Public Works to advertise for construction bids with a return date of August 22,2023.

26. New Agreement Between the City of Hawthorne and TeleHealth Van, LLC. for the Mobile Daily Virtual Tele-health Services for the Low Income and Unhoused Residents.

RECOMMENDED MOTION: Staff Recommends that the City Council Approve the New Agreement with TeleHealth Van, LLC.

27. Claim of Tyler Wilson
RECOMMENDED MOTION: Deny the Claim of Tyler Wilson

DISCUSSION/ACTION ITEMS

28. Providing Event Stipends for the City Clerk and City Treasurer, the amount to be discussed. The current stipend for each of the City Council members are $2,000. (Patterson)

29. Join Neighboring Cities in Opposing, Unless Amended, SB 734 Property Tax:

Possessory Interests. (Patterson)

30. Los Angeles County (Holly Park) Library Update (Manning)

31. City Hall Holiday Closure December 27-28, 2023 (Manning)

ELECTED OFFICIALS REPORTS/RECOMMENDATIONS

CLOSED SESSION

32. Conference with Real Property Negotiator, Pursuant to California Government Code Section 54956.8, 54954.5(b), Properties:
• Combined two lots of approximately 19,638 square feet of land located at 11605 Hawthorne Boulevard (APN 4044-015-025) and 4416 West 116 Street (APN 4044-015-006), situated on the west side of Hawthorne th Boulevard, between 117 Street and 118 Street. City Negotiator: Vontray Norris, City Manager. Other Party: Gaw Tzu, Wu. Under Negotiation:

Price, Term of Payment of the Payment.

33. Conference with Real Property Negotiator, pursuant to California Government Code Section 54956.8, 54954.5(b): Properties:

Approximately .91 acres of land located at 13007 Yukon Ave, APN 4050-014- 002. City Negotiator: Vontray Norris, City Manager. Other Party: 13007 Yukon Avenue Hawthorne, LLC. Under Negotiation: Price and Terms of Payment.

ADJOURNMENT

CERTIFICATION

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF HAWTHORNE )
I, DIANA CUCALON, Deputy City Clerk for the City of Hawthorne, certify that a true and correct copy of the foregoing City Council Meeting Agenda was posted not less than 72 hours before the City Council Meeting to be held on Tuesday, June 27, 2023 . __________________________________

DIANA CUCALON, HAWTHORNE DEPUTY CITY CLERK
th th

AGENDA ITEM NO. 1

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Police - Administrative
City Manager: __________
Vontray Norris
Chief of Police: ___________
Gary Tomatani
SUBJECT:

Joint Presentation Between the Hawthorne School District and Hawthorne Police Department on Proposed Pilot Program for Crossing Guards
RECOMMENDED MOTION:

Staff Recommends that the City Council receive and file for future consideration a pilot program to implement “crossing guards” for Hawthorne School District sites.

DISCUSSION:

The Hawthorne School District has 12 school sites throughout the City. In the interest of increasing safety for it’s students, many of whom are Hawthorne residents, the District in interested in a pursuing a partnership with the City (Police Department) to implement a pilot program to provide for “crossing guards” via an established vendor.

FISCAL IMPACT:

None.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

None.

AGENDA ITEM NO. 4

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Licensing
City Manager: __________
Vontray Norris
Acting Revenue & A/P Mgr: ___________
Shuntell Dixon
SUBJECT:

City Treasurer requests approval of the warrants. Motion to approve the warrants.

RECOMMENDED MOTION:

Staff Recommends that the City Council approve the warrants issued for the period of 06/14/2023 to 06/27/2023 in the total of $1,355,018.80.

DISCUSSION:

Staff plans to issue checks to the vendors that provide goods and services to the City of Hawthorne.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:
.

FISCAL IMPACT:

None. Funds for these payments with the amount of $1,355,018.80 are available in the adopted Fiscal Year 2022-2023 budget.

Description of Warrants Amount
Payroll City Warrants $ 827,434.41
General City Warrants $ 501,465.60
Housing Warrants $ 1,379.93
Asset Forfeiture Warrants $ 24,738.86
Grand Total $1,355,018.80

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Council Warrants 062723
K:\Finance\COUNCIL APPROVAL OF WARRANTS\2023\Council approval of Warrants 06272023.xlsx ORIGINATING DEPARTMENT: FINANCE
The City Treasurer submits the following Payroll City Warrants for your approval:

Date Start Ending Warrant type Total $
6/8/23 18799 19090 Payroll 822,452.74
6/8/23 195577 195588 Payroll 4,981.67
* Emergency Issue - for ratification only 827,434.41
State of California, County of Los Angeles SS:

The foregoing claims/demands/warrants have been filed with me; each one bearing an endorsement of the officer or employee of the department, requiring same, that the price is correct.

City Treasurer
City Clerk

CITY OF HAWTHORNE
FOR THE MEETING OF JUNE 27, 2023
Warrant #s
ORIGINATING DEPARTMENT: FINANCE
The City Treasurer submits the following General City Warrants for your approval:

Date Start Ending Warrant type Total $
6/15/23 482249 482250 City 600.00
6/27/23 482251 482259 City 116,245.51
6/27/23 482260 482372 City 384,620.09
* Emergency Issue - for ratification only 501,465.60
State of California, County of Los Angeles SS:

The foregoing claims/demands/warrants have been filed with me; each one bearing an endorsement of the officer or employee of the department, requiring same, that the price is correct.

City Treasurer
City Clerk

CITY OF HAWTHORNE
FOR THE MEETING OF JUNE 27, 2023
Warrant #s

PAID INVOICE REPORT - INVOICE DETAIL
Vendor # Vendor Invoice Description Invoice Net
114126 CITY OF HAWTHORNE Dona061423 Donation from D. Patterson Juneteenth $500.00 123576 HOLLY PARK LITTLE LEAGUE Dona061423 Donation from D.Patterson $100.00 TOTAL $600.00

PAID INVOICE REPORT - INVOICE DETAIL
Vendor # Vendor Invoice Description Invoice Net
115390 A T & T MOBILITY MY287311965804 PHONE BILL $79.24 115783 AT&T MY9391057056 PHONE BILL $362.22
115783 AT&T MY9391026341 PHONE BILL $422.57
115783 AT&T JN9391026297 PHONE BILL $41.79
115783 AT&T JN9391026291 PHONE BILL $122.28
115783 AT&T JN9391026293 PHONE BILL $41.79
115783 AT&T JN9391026296 PHONE BILL $41.79
115783 AT&T JN9391026278 PHONE BILL $24.29
115783 AT&T JN9391026345 PHONE BILL $48.58
115783 AT&T MY9391026325 PHONE BILL $24.29
115783 AT&T MY9391026316 PHONE BILL $92.66
115783 AT&T MY9391050328 PHONE BILL $464.63
15960 AT&T JN3348410061 PHONE BILL $31.45
15960 AT&T MY3348410068 PHONE BILL $31.83
15960 AT&T MY3348410060 PHONE BILL $31.81
15960 AT&T MY3348410059 PHONE BILL $62.23
15960 AT&T MY3348410058 PHONE BILL $31.83
103177 CALIFORNIA WATER SERVICE MY3124149340 WATER BILL $48.54 103177 CALIFORNIA WATER SERVICE MY3089311111 WATER BILL $137.77 103177 CALIFORNIA WATER SERVICE MY8816940090 WATER BILL $96.81 103177 CALIFORNIA WATER SERVICE MY9004264798 WATER BILL $25.04 103177 CALIFORNIA WATER SERVICE MY3357207262 WATER BILL $31.22 103177 CALIFORNIA WATER SERVICE MY4046764921 WATER BILL $522.50 103177 CALIFORNIA WATER SERVICE MY7858758946 WATER BILL $599.08 103177 CALIFORNIA WATER SERVICE MY8717030744 WATER BILL $130.21 103177 CALIFORNIA WATER SERVICE MY4031446452 WATER BILL $50.97 103177 CALIFORNIA WATER SERVICE JN93094825003 WATER BILL $70.71 103177 CALIFORNIA WATER SERVICE MY9379311111 WATER BILL $275.88 103177 CALIFORNIA WATER SERVICE MY1072582226 WATER BILL $48.43 103177 CALIFORNIA WATER SERVICE MY8639925174 WATER BILL $48.54 103177 CALIFORNIA WATER SERVICE MY0866316861 WATER BILL $66.20 103177 CALIFORNIA WATER SERVICE MY9056440300 WATER BILL $272.84 103177 CALIFORNIA WATER SERVICE MY5297758587 WATER BILL $48.54 103177 CALIFORNIA WATER SERVICE MY6395574084 PHONE BILL $101.34 103177 CALIFORNIA WATER SERVICE MY2207311111 WATER BILL $124.01 103177 CALIFORNIA WATER SERVICE JN3406289008 WATER BILL $347.61 18100 GOLDEN STATE WATER CO. JN83957100007 WATER BILL $570.36 18100 GOLDEN STATE WATER CO. JN89950300007 WATER BILL $27.58 18100 GOLDEN STATE WATER CO. JN88950300009 WATER BILL $27.58 18100 GOLDEN STATE WATER CO. JN53542320113 WATER BILL $69.22 18100 GOLDEN STATE WATER CO. JN29950300003 WATER BILL $27.58 18100 GOLDEN STATE WATER CO. MY70019046005 WATER BILL $28.95 18100 GOLDEN STATE WATER CO. MY78588300000 WATER BILL $54.60 18100 GOLDEN STATE WATER CO. JN58378300006 WATER BILL $69.22 18100 GOLDEN STATE WATER CO. MY53247400004 WATER BILL $185.51 18100 GOLDEN STATE WATER CO. MY11946300008 WATER BILL $278.12 18100 GOLDEN STATE WATER CO. MY80946300003 WATER BILL $216.91 18100 GOLDEN STATE WATER CO. MY79588300008 WATER BILL $72.98 18100 GOLDEN STATE WATER CO. MY70946300004 WATER BILL $164.12 18100 GOLDEN STATE WATER CO. JN25440300009 WATER BILL $2,801.08 18100 GOLDEN STATE WATER CO. JN3143800007 WATER BILL $409.35 18100 GOLDEN STATE WATER CO. JN22215100003 WATER BILL $228.09 18100 GOLDEN STATE WATER CO. JN14219000008 WATER BILL $347.53 18100 GOLDEN STATE WATER CO. JN34609100002 WATER BILL $786.48 18100 GOLDEN STATE WATER CO. JN88617300004 WATER BILL $216.91 17953 SO CALIF EDISON CO MY700370247933 ELECTRIC BILL $24.89 17953 SO CALIF EDISON CO MY700413899448 ELECTRIC BILL $166.38 17953 SO CALIF EDISON CO MY700415041523 ELECTRIC BILL $95.37 17953 SO CALIF EDISON CO MY700123368078 ELECTRIC BILL $431.27 17953 SO CALIF EDISON CO MY700023530426 ELECTRIC BILL $60.16 17953 SO CALIF EDISON CO MY700412535081 ELECTRIC BILL $67.80 17953 SO CALIF EDISON CO MY700413787088 ELECTRIC BILL $56.07 17953 SO CALIF EDISON CO JN700017571996 ELECTRIC BILL $308.99 17953 SO CALIF EDISON CO MY700414028780 ELECTRIC BILL $30.58 17953 SO CALIF EDISON CO MY700414005138 ELECTRIC BILL $102.23 17953 SO CALIF EDISON CO MY700413964116 ELECTRIC BILL $103.69 17953 SO CALIF EDISON CO MY700385074482 ELECTRIC BILL $65.76 17953 SO CALIF EDISON CO MY700413762234 ELECTRIC BILL $59.03 17953 SO CALIF EDISON CO JN700415468525 ELECTRIC BILL $1,101.06 17953 SO CALIF EDISON CO MY700413948857 ELECTRIC BILL $22.30 17953 SO CALIF EDISON CO MY700412466979 ELECTRIC BILL $91.36 17953 SO CALIF EDISON CO MY700415310392 ELECTRIC BILL $54.50 17953 SO CALIF EDISON CO MY700415322318 ELECTRIC BILL $52.74 17953 SO CALIF EDISON CO MY700616837087 ELECTRIC BILL $130.90 17953 SO CALIF EDISON CO JN700413545497 ELECTRIC BILL $109.84 17953 SO CALIF EDISON CO JN700413856406 ELECTRIC BILL $195.42 17953 SO CALIF EDISON CO JN700415364047 ELECTRIC BILL $608.78 17953 SO CALIF EDISON CO JN700413563584 ELECTRIC BILL $166.14 17953 SO CALIF EDISON CO JN700413657352 ELECTRIC BILL $94.74 17953 SO CALIF EDISON CO JN700413581065 ELECTRIC BILL $387.03 17953 SO CALIF EDISON CO JN700591200088 ELECTRIC BILL $30.21 17953 SO CALIF EDISON CO JN700415497120 ELECTRIC BILL $341.82 17953 SO CALIF EDISON CO JN700599510261 ELECTRIC BILL $359.56 17953 SO CALIF EDISON CO JN700412486177 ELECTRIC BILL $1,187.32 17953 SO CALIF EDISON CO JN700415101844 ELECTRIC BILL $147.57 17953 SO CALIF EDISON CO JN700415444374 ELECTRIC BILL $91.12 17953 SO CALIF EDISON CO MY700534679101 ELECTRIC BILL $118.90 17953 SO CALIF EDISON CO JN700272148294 ELECTRIC BILL $30.72 17953 SO CALIF EDISON CO JN700203184631 ELECTRIC BILL $191.45 17953 SO CALIF EDISON CO JN700024150620 ELECTRIC BILL $96.20 17953 SO CALIF EDISON CO JN700202033664 ELECTRIC BILL $59.55 17953 SO CALIF EDISON CO JN700201940809 ELECTRIC BILL $38.72 17953 SO CALIF EDISON CO MY700413750211 ELECTRIC BILL $141.47 17953 SO CALIF EDISON CO JN700382576734 ELECTRIC BILL $274.14 17953 SO CALIF EDISON CO JN700364926774 ELECTRIC BILL $8,025.38 17953 SO CALIF EDISON CO MY700250316527 ELECTRIC BILL $2,371.58 17953 SO CALIF EDISON CO JN700364879789 ELECTRIC BILL $52,265.04 17953 SO CALIF EDISON CO MY700541838004 ELECTRIC BILL $339.33 17953 SO CALIF EDISON CO MY700413829831 ELECTRIC BILL $195.35 17953 SO CALIF EDISON CO MY700455547107 ELECTRIC BILL $62.34 17953 SO CALIF EDISON CO MY700415168330 ELECTRIC BILL $97.61 17953 SO CALIF EDISON CO MY700415157418 ELECTRIC BILL $69.87 17953 SO CALIF EDISON CO MY700415394157 ELECTRIC BILL $79.80 17953 SO CALIF EDISON CO MY700415119022 ELECTRIC BILL $58.26 17953 SO CALIF EDISON CO MY700196576305 ELECTRIC BILL $87.76 17953 SO CALIF EDISON CO MY700415109322 ELECTRIC BILL $146.69 17953 SO CALIF EDISON CO MY700413671395 ELECTRIC BILL $72.69 17953 SO CALIF EDISON CO MY700413639568 ELECTRIC BILL $66.41 17953 SO CALIF EDISON CO MY700412405547 ELECTRIC BILL $257.48 17953 SO CALIF EDISON CO MY700413595112 ELECTRIC BILL $50.20 17953 SO CALIF EDISON CO MY700015713034 ELECTRIC BILL $94.98 17953 SO CALIF EDISON CO MY700413775974 ELECTRIC BILL $52.28 17953 SO CALIF EDISON CO MY7004138/01034 ELECTRIC BILL $89.81 17953 SO CALIF EDISON CO JN700610655258 ELECTRIC BILL $770.15 17953 SO CALIF EDISON CO JN700028707802 ELECTRIC BILL $281.10 17953 SO CALIF EDISON CO MY700212888873 ELECTRIC BILL $110.04 17953 SO CALIF EDISON CO MY700415512274 ELECTRIC BILL $187.66 17953 SO CALIF EDISON CO MY700302504850 ELECTRIC BILL $98.15 17953 SO CALIF EDISON CO MY700416586752 ELECTRIC BILL $2,962.04 17953 SO CALIF EDISON CO MY700133933301 ELECTRIC BILL $75.31 17953 SO CALIF EDISON CO MY700028571901 ELECTRIC BILL $62.80 17953 SO CALIF EDISON CO MY700170837555 ELECTRIC BILL $91.34 17953 SO CALIF EDISON CO MY700602968212 ELECTRIC BILL $97.29 17953 SO CALIF EDISON CO MY700573925503 ELECTRIC BILL $350.99 17953 SO CALIF EDISON CO MY700475567297 ELECTRIC BILL $32.09 17953 SO CALIF EDISON CO MY700474337421 ELECTRIC BILL $85.49 17953 SO CALIF EDISON CO MY700474481507 ELECTRIC BILL $44.72 17953 SO CALIF EDISON CO MY700415539253 ELECTRIC BILL $27.44 17953 SO CALIF EDISON CO MY700415229055 ELECTRIC BILL $61.07 17953 SO CALIF EDISON CO MY700415521772 ELECTRIC BILL $1,382.88 17953 SO CALIF EDISON CO MY700415481861 ELECTRIC BILL $137.51 17953 SO CALIF EDISON CO MY700415350812 ELECTRIC BILL $68.50 17953 SO CALIF EDISON CO MY700415178636 ELECTRIC BILL $76.37 17953 SO CALIF EDISON CO MY700414014232 ELECTRIC BILL $143.23 17953 SO CALIF EDISON CO MY700415434270 ELECTRIC BILL $79.04 17953 SO CALIF EDISON CO MY700415337573 ELECTRIC BILL $83.89 17953 SO CALIF EDISON CO MY700415238048 ELECTRIC BILL $989.94 17953 SO CALIF EDISON CO MY700427237251 ELECTRIC BILL $284.85 17953 SO CALIF EDISON CO MY700525278787 ELECTRIC BILL $1,080.48 17953 SO CALIF EDISON CO MY700415456195 ELECTRIC BILL $150.30 18000 SO CALIF GAS CO 02130419001 GAS BILL $697.77
18000 SO CALIF GAS CO 13890410007 GAS BILL $27.50
18000 SO CALIF GAS CO 14720396127 GAS BILL $122.45
18000 SO CALIF GAS CO 09680396372 GAS BILL $472.84
18000 SO CALIF GAS CO 11580407002 GAS BILL $4,269.51
18000 SO CALIF GAS CO 16330470002 GAS BILL $24.31
18000 SO CALIF GAS CO 07510463859 GAS BILL $15.53
18000 SO CALIF GAS CO 08140463004 GAS BILL $40.19
18000 SO CALIF GAS CO 12990557006 GAS BILL $130.68
18000 SO CALIF GAS CO 09730449007 GAS BILL $87.58
112237 T-MOBILE MY960336852 WIRELESS CHARGES $6,937.05
112237 T-MOBILE MY982816099 WIRELESS CHARGES $4,387.94
113605 VERIZON WIRELESS MY470985090-1 WIRELESS CHARGES $4,300.72 113605 VERIZON WIRELESS MY470985090-4 WIRELESS CHARGES $1,154.44 TOTAL $116,245.51

PAID INVOICE REPORT - INVOICE DETAIL
Vendor # Vendor Invoice Description Invoice Net
123058 ACCESS INFORMATION INTERMEDIATE HOLDINGS I, LLC 10294597 SHREDDING SERVICES - 05/23 $214.62 120612 ACCO ENGINEERED SYSTEMS, INC 20412715 HVAC Maint. for ATC tower $776.00 120612 ACCO ENGINEERED SYSTEMS, INC 89229 Basement HVAC Upgrades $3,702.20 123672 ACCU-CUT INC. 126887 Core Drills $1,200.00
110977 ADVANTIDGE 261607 Airport gate access cards $1,116.95 116315 AFLAC 140741 Insurance premium for the month of June 2023 $6,283.36 123658 ALARCON, GIOVANNI REFUND 04/19/23 Summer Bball League- Schedule conflict $51.00 118095 ALL STAR WHOLESALE ELECTRIC 35984 Senior Center Light Bulbs $44.09 118713 AMIGOS NURSERY LLC-1 2962 Park Maint.- New trees for parkways $731.50 123642 ANGULO, ADAN NOEL 05242023 Referee for 2 Youth League Baseball Game $80.00 116977 AUTO ZONE 5387252704 AUTO PARTS: BATTERY $97.01
116977 AUTO ZONE 5387251665 AUTO PARTS: BATTERY $91.50
116977 AUTO ZONE 5387251651 AUTO PARTS: BATTERY $91.50
117329 AZUOMA, GODSPOWER SOLO JUNE 2023 Fine Arts Commissioner Check- June 2023 $25.00 114628 BALBOA, HERMINIA I JUNE 2023 Fine Arts Commissioner Check- June 2023 $25.00 123671 BLUEBIRD BUSINESS INC req#2000-114818 refund bl#27262 overpayment $500.00 123401 BRIDGEPAY NETWORK SOLUTIONS 12489 May 2023 Transactions $37.50 123556 BROWN, KELVIN JEROME 06092023 Summer 2023 Tennis Instruction Session #1 $2,268.00 119890 BRYANT, CHARLES 05252023 Referee for 6 Youth League Baseball Games $270.00 94190 CALIF POLICE CHIEF`S ASSOC. 1561 2023-2024 CPCA Retirement Dues - Ishii $50.00 94190 CALIF POLICE CHIEF`S ASSOC. 1560 2023-2024 CPCA Dues $2,188.00 94190 CALIF POLICE CHIEF`S ASSOC. 1564 2023-2024 CPCA Associate Member - Lane $155.00 105476 CDW GOVERNMENT, INC. KF49583 Blanket Purchase Order for CDW-G $2,470.80 105476 CDW GOVERNMENT, INC. KF53616 Blanket Purchase Order for CDW-G $84.01 105476 CDW GOVERNMENT, INC. KF57797 Blanket Purchase Order for CDW-G $2,078.99 114528 CINTAS FIRST AID & SAFETY 5161869121 Memorial Center First Aid Kit Refill $143.42 114528 CINTAS FIRST AID & SAFETY 5161869181 Community Services 3 AED Checks $145.40 114897 COMMUNITY VETERINARY HOSPITAL, INC. 496546 K-9 Medical Expense - Dogg $65.00 106275 CONTINENTAL COMPUTERS 199613 12 Xprotect Corp Device License $4,156.80 106275 CONTINENTAL COMPUTERS 199612 8 Axis T94A01D Pendant Kit $431.92 106275 CONTINENTAL COMPUTERS 199600 8 Axis P5655-E PTZ Network Cameras $18,100.18 99228 CONTINUING EDUCATION 363 CA Criminal Law Procedure & Practice Book 2023 $469.85 123244 COOPERATIVE PERSONNEL SERVICES TR-INV002223 Full service test rental support $764.50 123244 COOPERATIVE PERSONNEL SERVICES TR-INV002240 Full service test rental support $1,094.50 123244 COOPERATIVE PERSONNEL SERVICES TR-RTN001456 Test rental - credit from Inv#TR-INV001746 ($35.00) 123244 COOPERATIVE PERSONNEL SERVICES TR-RTN001702 Test rental - credit from Inv#TR-INV002135 ($35.00) 120978 CORODATA RECORDS MANAGEMENT, INC. RS4913719 RECORD STORAGE CARTON FOR 05/01/23 - 05/31/23 $65.02 103355 CRENSHAW WHOLESALE ELECTRIC 826726 P.D. Facility - Siemens Mag Starter $655.99 103355 CRENSHAW WHOLESALE ELECTRIC 826295 Park Maintenance- Insulated connector $20.94 103355 CRENSHAW WHOLESALE ELECTRIC 826317 Park Maintenance- Memorial park lights $33.05 121515 DEL AIR BAPTIST CHURCH 001 Bridge of Hope Community Housing Meals May 2023 $1,041.66 104971 DELL COMPUTER CORP. 10677469852 8 APC Gaming BackUPS, 5 Precision 3660 Tower $23,732.24 104971 DELL COMPUTER CORP. 10675260871 Pro Support Plus Mission Critical Tech Support $14,999.99 119887 DEWEY PEST CONTROL 15969344 Initial Fee Tiny Homes Village $450.00 116934 DONNOE & ASSOCIATES, INC. 9982 Test rental $528.00 97953 DOOLEY ENTERPRISES, INC. 65680 9mm Ammunition $2,866.15 120878 DOUSE, JUANITA JUNE 2023 Senior Citizen Commissioner Check- June 2023 $25.00 6550 EDDINGS BROTHERS INC. 896707 AUTO PARTS RETURN ($121.26) 6550 EDDINGS BROTHERS INC. 902889 AUTO PARTS:ALUM STEEL JAC, LO-PRO SERV JAC $2,025.25 123669 ESCOBEDO, AMY REFUND 05/23/23 Swim Lessons- Signed up for wrong class $55.00 94292 FEDERAL EXPRESS 8-150-35874 Shipping Charges $9.07 94292 FEDERAL EXPRESS 8-156-96481 Shipping Charges $29.83 115709 FINE LINE AUTO BODY & PAINT 15032 BODY SHOP RELATED REPAIRS TO UNIT#712 $3,048.73 115709 FINE LINE AUTO BODY & PAINT 15039 BODY SHOP RELATED REPAIRS TO UNIT#629 $2,984.79 115709 FINE LINE AUTO BODY & PAINT 15035 BODY SHOP RELATED REPAIRS TO UNIT#575 $4,197.20 115709 FINE LINE AUTO BODY & PAINT 15041 BODY SHOP RELATED REPAIRS TO UNIT#615 $1,283.59 115709 FINE LINE AUTO BODY & PAINT 15046 BODY SHOP RELATED REPAIRS TO UNIT#800 $286.43 115709 FINE LINE AUTO BODY & PAINT 15042 BODY SHOP RELATED REPAIRS TO UNIT#58 $818.54 115709 FINE LINE AUTO BODY & PAINT 15047 BODY SHOP RELATED REPAIRS TO UNIT#58 $1,818.18 115709 FINE LINE AUTO BODY & PAINT 15044 BODY SHOP RELATED REPAIRS TO UNIT#634 $1,892.48 118382 FITCH, ROBERT A. 06092023 Summer 2023 Karate Instruction May 2023 $1,948.80 120493 FLEETCOR TECHNOLOGIES, INC. NP64513591 Fuel for PD Fleet Cars $3,162.90 98543 G & S PRINTING 8591 ICRMA MANILA ENVELOPES $209.48 116618 GOLDEN STATE ELEVATOR 00167568 Elevator maint. for ATC at airport $110.68 123666 GONZALEZ, MICHAEL 1701-113035 Reimbursement overpayment of Survivor's insurance $24.83 97578 GRAINGER INDUSTRIAL SUPPLY 9708648408 P.D. - Condensate Pump Assembly $266.85 97578 GRAINGER INDUSTRIAL SUPPLY 9708648416 P.D. - Water Cooler Filters $337.26 97578 GRAINGER INDUSTRIAL SUPPLY 9712072041 P.D. - TRS, Flat Washers $166.12 97578 GRAINGER INDUSTRIAL SUPPLY 9715893088 Memorial Center Ice Machine Filter $295.26 123216 HARBOR VIEW TOURS, INC. 26 Senior Field Trip Transportation to LA County Fair $1,125.00 123559 HARRIS, ALLEN 05242023 Referee for 3 Youth Baseball Games $140.00 8950 HAWTHORNE HARDWARE 439898 LOCK DEPT MERCHANDISE $3.85 123641 HERRERA, BRANDON 05242023 Referee for 3 Youth League Baseball Game $120.00 123641 HERRERA, BRANDON 06082023 Referee for 2 Youth League Baseball Games $90.00 123007 HYAS GROUP, LLC 5630 Investment consulting services for 457(b) plans $7,500.00 108760 INDUSTRIAL LOCK & SECURITY 65521 Hawthorne Pool Safe- Service and reset $475.00 121308 JACKSON, JOSEPH N. JUNE 2023 Senior Citizen Commissioner Check- June 2023 $25.00 115272 JEREZ AUTO DETAIL INC. 191800 DETAIL ON UNIT#679 $100.00 122781 JOHNSON 225 INVESTIGATIONS 1063 Background Investigation Services $2,580.00 120879 JOHNSON, DARVIS J. JUNE 2023 Senior Citizen Commissioner Check- June 2023 $25.00 12311 KLEAN-SWEEP 157786 City Sidewalk Sweeping $730.00 122887 KOA CORPORATION JC31064-2 Traffic Impact Study- Prj# JC31064 $6,525.00 109121 KONE PASADENA 871060573 Elevator 1 & 2 Maintenance $682.82 122756 LARA, JOSE G. 44 Door & Kitchen Drawer Repair 11605 Gale Ave #4 $435.71 122756 LARA, JOSE G. 42 Vertical Blind Repair 12720 Grevillea Ave, A $224.56 122756 LARA, JOSE G. 41 Wall Heater Repair 12720 Grevillea Ave, B $125.00 122756 LARA, JOSE G. 43 Drain & Screen Window Repair 11529 Gale Ave #5 $354.62 123674 LATONA, TYLER 1701-113036 Reimbursement of erroneous deduction MHN premium $5.82 107288 LAWSON PRODUCTS, INC. 9310588602 AUTO PARTS: STUD CABLE LUG $15.21 104175 LDM ASSOCIATES, INC. 7828 120th Street Improvement Prj. #21-06 $592.25 104175 LDM ASSOCIATES, INC. 7826 CDBG-CV Administration - Apr 2023 $1,465.50 104175 LDM ASSOCIATES, INC. 7825 CDBG-RRP Inspection & Construction Mgmt - Apr 2023 $7,212.50 104175 LDM ASSOCIATES, INC. 7829 Reimbursable Expenses (Chestnut) - Apr 2023 $55.00 104175 LDM ASSOCIATES, INC. 7830 Reimbursable Expenses (Mims) - Apr 2023 $60.50 104175 LDM ASSOCIATES, INC. 7831 Reimbursable Expenses (Liechty) - Apr 2023 $55.00 104175 LDM ASSOCIATES, INC. 7822 CDBG Administration - Apr 2023 $165.25 104175 LDM ASSOCIATES, INC. 7823 HOME Administration - Apr 2023 $1,725.25 104175 LDM ASSOCIATES, INC. 7824 CDBG-CRP - Apr 2023 $2,366.50 109425 LEAD TECH ENVIRONMENTAL 15455 Lead Paint & Asbestos Testing 11812 Daphne Ave $586.00 109425 LEAD TECH ENVIRONMENTAL 15418 Lead Paint & Asbestos Testing 11934 Cimarron Ave $658.00 109425 LEAD TECH ENVIRONMENTAL 15449 Lead Paint & Asbestos Testing 11976 Oxford Ave $240.00 109425 LEAD TECH ENVIRONMENTAL 14820 Lead Screening 11976 Oxford Ave $717.00 109425 LEAD TECH ENVIRONMENTAL 14950 Lead Inspection 11537 Gale 11529 Truro $4,474.00 109425 LEAD TECH ENVIRONMENTAL 14951 Lead Inspection 12720-12726 Grevillea $4,641.00 108051 LIMBACHER, DEREK EDUC. BCJ 545, 575 Educational Reimbursement: BCJ 545, 575 $1,500.00 101286 LINCOLN AQUATICS N2758911 Hawthorne Pool Chlorine Test Strips $284.26 101286 LINCOLN AQUATICS 37717008 Hawthorne Pool Chlorine $1,285.57 106227 LITTLETON, ALICIA 06092023 Summer 2023 Dance Instruction $1,715.00 121652 LOBBY TRAFFIC SYSTEMS, INC. 75448 Repairs for Prairie gate at airport $1,036.72 123417 LOS ANGELES CENTERS FOR ALCOHOL AND DRUG ABUSE #16 (May 2023) LA CADA Grant- May 2023 $19,338.50 121276 LOTUS COMMUNICATIONS, LLC. LTC23-0071-01 City Hall Basement Camera install $3,547.00 123643 MACIAS, FRANCISCO 05242023 Referee for 2 Youth League Baseball Game $100.00 123643 MACIAS, FRANCISCO 06082023 Referee for 2 Youth League Baseball Games $90.00 123192 MALLEN, KELLY 06/02/2023 Prosecuting City Cases at Inglewood Courthouse $3,600.00 111966 MARTINEZ LANDSCAPING CO. 123186 Landscape Maint. - Proj #22-01 $29,855.59 122277 MASTON, CAROL L. JUNE 2023 Senior Citizen Commissioner Check- June 2023 $25.00 121268 MC ELECTRICAL INC. 48 Electric Vehicle (EV) Chargers at PD $4,281.75 122208 MCKESSON MEDICAL-SURGICAL 20738342 Medical Supplies - Airway Tubes $160.95 100108 MERRIMAC ENERGY GROUP 2225480 BULK FUEL PURCHASE FOR UNLEADED GASOLINE & DIESEL $15,034.86 123663 MEYERS, NATALIE REFUND 04/27/23 Little Jammers/Basketball- No longer wants to play $110.50 123575 MISSION LINEN & UNIFORM 519381301 Senior Center Towels, Mat, and Mop $58.50 123575 MISSION LINEN & UNIFORM 519466804 Senior Center Mop, Towels, and Map $88.76 123670 MUNOZ, ELIZABETH REFUND 05/16/23 Fantasia Dance- no longer able to attend $42.50 121517 NEW STAR FAMILY CENTER 10 Domestic Violence Program Apr 2023 $1,827.41 121517 NEW STAR FAMILY CENTER 11 Domestic Violence Program May 2023 $1,736.74 110271 NICHOLS, SCOTT REIMB: 06/03/23 Reimbursement - Jumperfest (Hot dogs/Buns) $86.26 123279 ODP BUSINESS SOLUTIONS, LLC 315771441001 Office supplies - labels $29.76 123279 ODP BUSINESS SOLUTIONS, LLC 315749510001 Office supplies - binder, notes, tabs, flags $740.45 123279 ODP BUSINESS SOLUTIONS, LLC 311688934001 BINDERS $54.66 104266 OFFICE DEPOT 312380835001 TOWELS, SUPPLIES $520.47 104266 OFFICE DEPOT 311688934001 BINDERS $54.66
123098 ORKIN SERVICES OF CALIFORNIA, INC 245261851 Memorial Center Pesticide spraying- June $222.99 123098 ORKIN SERVICES OF CALIFORNIA, INC 243788807 Monthly Pest Control / May $125.99 123098 ORKIN SERVICES OF CALIFORNIA, INC 243788813 Memorial Center Pesticide Spraying- May 2023 $222.99 123300 PARTY PRONTO, INC. O41596 Movies in the Park Jumpers at Holly Park $638.00 123055 PEACE OFFICERS RESEARCH ASSOCIATION OF CALIFORNIA 403185 Dues $36.00 119561 POSEY, KEVIN 05252023 Referee for 6 Youth League Baseball Games $270.00 16650 PRUDENTIAL OVERALL SUPPLY 42840833 JANITORIAL SUPPLIES: MATS $75.00 16650 PRUDENTIAL OVERALL SUPPLY 42840831 JANITORIAL SUPPLIES: MATS, COATS, TOWELS $78.46 16650 PRUDENTIAL OVERALL SUPPLY 42838784 JANITORIAL SUPPLIES: TOWELS, MATS, COATS $78.46 118908 PSYCHOLOGICAL CONSULTING ASSOC, INC. 526325 Individual Psychotherapy $137.50 118908 PSYCHOLOGICAL CONSULTING ASSOC, INC. 526341 Critical Incident Debriefing $1,540.00 118908 PSYCHOLOGICAL CONSULTING ASSOC, INC. 526387 Critical Incident Debriefing $770.00 118908 PSYCHOLOGICAL CONSULTING ASSOC, INC. 526388 Critical Incident Debriefing $385.00 123536 R & A TANK TECHNOLOGIES LLC 060623-07 DESIGNATED OPERATOR INSPECTION FOR JUNE-CITY HALL $150.00 123536 R & A TANK TECHNOLOGIES LLC 060623-06 DESIGNATED OPERATOR INSPECTION FOR JUNE-CITY YARD $150.00 123234 REECE PLUMBING S115584510.001 Memorial Center Park Maint. Metering Pillar $86.93 115776 REPUBLIC SERVICES NO.902 0902-011754427 Trash Services at 11537 Gale Ave $380.21 115776 REPUBLIC SERVICES NO.902 0902-011763720 Trash Services at 12720 Grevillea Ave $247.00 115776 REPUBLIC SERVICES NO.902 0902-011763721 Trash Services at 12726 Grevillea Ave $34.84 115776 REPUBLIC SERVICES NO.902 0902-011753010 Trash Services at 11605 Gale Ave $498.92 98822 RICHARDS, WATSON & GERSHON 242403 LOW/MOD INCOME HOUSING - 04/23 $282.40 123511 RRM DESIGN GROUP, A CALIFORNIA CORPORATION 2694-01-0523 Planning Zoning Code Amendments $22,647.48 108806 S & S WORLDWIDE, INC IN101197132 Park Program- Parachute $159.32 105961 SBPTC SECRETARY/TREASURER 060723-11 Annual Dues 23/24 $830.00 123664 SCOTT, IVETTE REFUND 05/01/23 Basketball League- Child is injured $60.00 17550 SEERS LUMBER CO INC 106571 Park Maintenance- Sawzall and markings $35.25 113893 SHELDON MECHANICAL CORPORATION 22-0360 Bi-Monthly Preventative Maintenance $3,765.00 113893 SHELDON MECHANICAL CORPORATION 22-0361 Repair Air Handler # 2 $2,492.06 17857 SOUTH BAY REGIONAL PUBLIC 04354 P.D. WATCH COMMANDERS NEW UNITS#807 & 808 $46,837.43 17857 SOUTH BAY REGIONAL PUBLIC 04351 Repair to Radio in Police Car $678.04 118526 SOUTH BAY WORKFORCE INVESTMENT 8 Teen Center Feb 2023 $7,729.42 118526 SOUTH BAY WORKFORCE INVESTMENT 9 Teen Center March 2023 $6,571.51 118526 SOUTH BAY WORKFORCE INVESTMENT 10 Teen Center Apr 2023 $13,283.52 106253 SOUTHERN CALIFORNIA EDISON CO. 7590490906 New Traffic Signal Meters $5,196.45 121450 STANTEC CONSULTING SERVS, INC. 1978894 RoadMatrix Annual Software Maint.(ASMA) $4,250.00 107314 STEPHAN T HONDA MD, INC 00155561 Prisoner Medical Expenses $1,004.40 105802 THE SAFEMART OF SO. CALIF. 94428 Park Maintenance- Duplicate Keys $51.54 118571 THE STANLEY LOUIS COMPANY 231354 Broiler and replacement footswitch for pool $733.00 121873 TRANS UNION LLC. 05311574 PD Applicants Credit Check $208.82 102318 TREASURER, CITY OF HAWTHORNE PETTY CASH Petty Cash Reimb.- Senior Center Fathers Day Lunch $38.47 115460 TRI-STAR SAFETY SERVICES INC. 7843 AUTO PARTS: WANCO ACTUATOR ELEC FOR UNIT#68 $924.75 122814 TRIPLE SEVEN GROUP INC 1250 Banner for Juneteenth Celebration $751.25 107614 U S BANK TRUST NATIONAL ASSOC. 6932492 2016 REFINANCING PROJ SERIES A/B TAXABLE $2,662.00 107614 U S BANK TRUST NATIONAL ASSOC. 6936845 CFD2004-1 FUSION 05 $2,650.00 122200 U.S. VENTURE, INC. 70-009872 COMPRESSED NATURLA GAS $23.50 112885 ULINE SHIPPING SUPPLY 164095771 P.D. - Jail Supplies $982.96 116995 VOHNE LICHE KENNELS, INC. 18863 Monthly K-9 Training Fees - May 2023 $150.00 110730 WALKER, JOYCELYN EDUC. BAM509 Educational Reimbursement: BAM 509, Book $789.37 TOTAL $384,620.09
ORIGINATING DEPARTMENT: FINANCE
The City Treasurer submits the following Housing Authority Warrants for your approval:

Date Start Ending Warrant type Total $
6/27/23 69728 69733 Housing 1,379.93
* Emergency Issue - for ratification only 1,379.93
State of California, County of Los Angeles SS:

The foregoing claims/demands/warrants have been filed with me; each one bearing an endorsement of the officer or employee of the department, requiring same, that the price is correct.

City Treasurer
City Clerk

CITY OF HAWTHORNE
FOR THE MEETING OF JUNE 27, 2023
Warrant #s

PAID INVOICE REPORT - INVOICE DETAIL
Vendor # Vendor Invoice Description Invoice Net
123058 ACCESS INFORMATION INTERMEDIATE HOLDINGS I, LLC 10294597 SHREDDING SERVICES - 05/23 (HSG'S PORTION) $35.75 122558 CARAHSOFT TECHNOLOGY CORP. IN1404505 Work Number Program Mar 2023 $10.00 122077 MARKET VISION PARTNERS, INC. 3259 3rd Qtr 2023 Rentellect System Access $750.00 123279 ODP BUSINESS SOLUTIONS, LLC 312929125001 Supplies Ordered 5/12/2023 - Miscellaneous $167.62 123279 ODP BUSINESS SOLUTIONS, LLC 312893161001 Supplies Ordered 5/12/2023 - Stamps $175.11 123279 ODP BUSINESS SOLUTIONS, LLC 304414548001 Supplies Ordered 3/22/23 - Binders $57.02 113605 VERIZON WIRELESS MY470985090-1 WIRELESS CHARGES $88.43 119597 WASHINGTON, LATITA 9282-U 9282 - Latita S. Washington $96.00 TOTAL $1,379.93
ORIGINATING DEPARTMENT: FINANCE
The City Treasurer submits the following Asset Forfeiture Warrants for your approval:

Date Start Ending Warrant type Total $
6/27/23 10896 10898 Asset Forfeiture 24,738.86
* Emergency Issue - for ratification only 24,738.86
State of California, County of Los Angeles SS:

The foregoing claims/demands/warrants have been filed with me; each one bearing an endorsement of the officer or employee of the department, requiring same, that the price is correct.

City Treasurer
City Clerk

CITY OF HAWTHORNE
FOR THE MEETING OF JUNE 27, 2023
Warrant #s

PAID INVOICE REPORT - INVOICE DETAIL
Vendor # Vendor Invoice Description Invoice Net
117149 ADVANCED AIR AIRCRAFT SVCS LLC May 2023 Air-55 Fuel / May 2023 $1,842.96 123634 ELITE FORENSIC SERVICES, LLC. 2023-04 AFIS Training $5,900.00 119913 ENFORCEMENT AVIATION SERVICES, INC. 2161658 Transponder / Install - Cessna $11,194.02 119913 ENFORCEMENT AVIATION SERVICES, INC. 2161657 Air-55 - Dimmer Control, Oil, Panel Lights $5,801.88 TOTAL $24,738.86

AGENDA ITEM NO. 5

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Finance
City Manager: __________
Vontray Norris
City Treasurer: ___________
Marie Poindexter
Hornback
SUBJECT:

RESOLUTION NO. 8421
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HAWTHORNE, CALIFORNIA, approving and adopting the City of Hawthorne’s Investment Policy.

RECOMMENDED MOTION:

Staff recommends that the City Council adopt Resolution No. 8421 approving the City of Hawthorne’s Investment Policy.

DISCUSSION:

The investment policy guides the City Treasurer and its advisors for all investment activities.

Investment activities are primarily governed by the state law (Government Code section 53600- 53610) and the City's Investment Policy. The City's policy is consistent with the state law and is more restrictive for the purpose of added safety and liquidity. Government Code section 53646 requires an annual council review and approval of the investment policy. The City of Hawthorne policy was adopted nearly five years ago and it is prudent that the City approve an updated Policy.

FISCAL IMPACT:

None.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Resolution No. 8421

2. Investment Policy
- 1 -
RESOLUTION NO. 8421

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HAWTHORNE, CALIFORNIA, APPROVING AND ADOPTING
THE CITY OF HAWTHORNE’S INVESTMENT POLICY
WHEREAS, the City of Hawthorne has adopted the Hawthorne Investment Policy ("Policy") to provide guidance for the investment of public funds; WHEREAS, the Policy also describes the investment of City funds in compliance with all Federal, State and local laws governing the investment of public monies under the control of the legislative body;
WHEREAS, the City Council of the City of Hawthorne most recently amended the Policy at the July 28, 2015 and November 13, 2018 regular meetings of the City Council; WHEREAS, it is in the City's best interest to periodically review the Policy in accordance with California State Government Code S53600 et seq.; WHEREAS, it is the desire of the City Council of the City of Hawthorne to rescind the previous Policy and adopt an updated "City of Hawthorne Investment Policy," which is attached to and incorporated herein by this reference to this Resolution as Exhibit A.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HAWTHORNE, CALIFORNIA, hereby resolves as follows:

Section 1. The City Council of the City of Hawthorne, California, hereby incorporates by reference all the recitals herein and finds that they are true and correct.

Section 2. The City Council of the City of Hawthorne, California, hereby updates the Policy adopted November 13, 2018 by the City Council of the City of Hawthorne and adopts a "City of Hawthorne Investment Policy," which is attached to and incorporated herein by this reference to this Resolution as Exhibit A.

Section 3. This resolution shall be in full force and effect immediately upon its passage and adoption thereof.

PASSED, APPROVED, and ADOPTED this 27th day of June, 2023. ______________________________
ALEX VARGAS, Mayor
City of Hawthorne, California
- 2 -
ATTEST:
______________________________
DAYNA WILLIAMS-HUNTER, City Clerk
City of Hawthorne, California
APPROVED AS TO FORM:
___________________________________
ROBERT M. KIM, City Attorney
City of Hawthorne, California
City of Hawthorne Investment Policy
1 CITY OF HAWTHORNE

INVESTMENT POLICY
A. POLICY:

The purpose of this document is to provide guidelines for the prudent investment of the City of Hawthorne's (hereinafter "City") funds and to outline the policies needed to maximize the efficiency of the City's cash management system.

The Treasurer shall invest idle public funds in a manner that recognizes that safety of principal is the top priority. The primary duty and responsibility of the Treasurer is to protect, preserve and maintain cash and investments placed in his/her trust on behalf of the citizens of the community. The second priority isliquidity. It is the duty of the Treasurer to maintain an adequate percentage of the portfolio in short-term securities which can be converted to cash if necessary to meet disbursement requirements. A high yield on investments ranks third in priority in the City's investment strategy. Yield will be considered only after the basic requirements of safety and liquidity have been met. This strategy will be carried out in conformity with state statutes, local laws, and City Council ordinances or resolutions. The Treasurer shall do the following: (1) file monthly investment reports with the City Council; and (2) seek City Council approval or ratification whenever a) the City Treasurer amends the city's investment strategy, orb) when the City Treasurer decides to invest city funds in new financial institutions, or c) the City Treasurer wants to change the types of investments from previous investments.

B. SCOPE:

This investment policy applies to the following funds which are accounted by the City's:
1) General Fund
2) Special Revenue Funds
3) Capital Project Funds
4) Proprietary Funds
5) Trust and Agency Funds
6) Any new fund created by the Council, unless specifically exempted by the Council.

All monies entrusted to the Treasurer shall be invested in accordance with California Government Code Sections 53601, 53602 and 53635.

This policy shall not apply to investments held by the administrators of the City's IRS Code Section 457 deferred compensation program and bond proceeds. These funds shall be invested in accordance with the related current contractual provisions or bond covenant.

City of Hawthorne Investment Policy
2 C. PRUDENCE:

The City Council and persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. 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, including, but not limited to, the general economic conditions and the anticipated needs of the agency, 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. Within the limitations of this policy and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law.

The authority of the City Council to invest or to reinvest municipal funds, or to sell or exchange securities so purchased, may be delegated for a one-year period by the legislative body to the City Treasurer, who shall thereafter assume full responsibility for those transactions until the delegation of authority is revoked or expires, and shall make a monthly report of those transactions to the legislative body. Subject to review, the legislative body may renew the delegation of authority pursuant to this section each year.

D. INVESTMENT OBJECTIVE:

It is the City's policy to permit selection of investments from among those authorized by the California Government Code Sections 16429.1 and 53600-53684. In selecting investments, the Treasurer shall take no actions that violate applicable law. Furthermore, when investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, the primary objective shall be to safeguard the principle of the funds. The secondary objective shall be to meet the liquidity needs of the City. The third objective shall be to achieve a return on the funds. More specifically, the following objectives shall be sought with the following priority:

1. Safety:

Safety of principal is the foremost objective of the investment program. The Treasurer shall seek to avoid capital losses for all investment transactions made. The portfolio shall be diversified to insure that potential losses on the individual securities do not exceed the income generated from the remainder of the portfolio. Additionally, the Treasurer shall insure the safety of invested funds by limiting interest and credit rate risks.

City of Hawthorne Investment Policy
3 2. Interest Rate Risk:

The risk that the market value of the portfolio securities will fall due to an increase in general interest rates:

Interest rate risk will be mitigated by:
a) Structuring the City's portfolio so that securities mature to meet the City's cash demands for ongoing operations, thereby precluding the need to sell securities on the open market prior to their maturity.
b) Investing primarily in shorter-term securities.

3. Credit risk:

The risk of loss due to the failure of the security or backer.

Credit risk will be mitigated by:
a) Limiting investments to the types of securities authorized by this policy. b) Diversifying the investment portfolio.

4. Liquidity:

An adequate percentage of the portfolio shall be maintained in liquid short-term securities that can be converted to cash if necessary to meet disbursement requirements. In accordance with Government Code Section 53601, no investment shall be made in any security that at the time of the investment has a remaining term in excess of five years unless the Council has granted express authority to make that investment.

In addition, it is the City's policy that investments with remaining terms to maturity in excess of one year shall have an active secondary market.

5. Yield:

Yield should become a consideration only after the basic requirements of safety and liquidity have been met.

City of Hawthorne Investment Policy
4 6. Return on Investment:

The investment portfolio shall be designed to attain a market-average rate of return throughout budgetary and economic cycles, taking into account the City's risk constraints, IRS arbitrage rebate requirements, the cash flow characteristics of the portfolio and State statutes, local laws, ordinances or resolutions that restrict investments. The City's portfolio management approach is one that prohibits speculation based on anticipated interest rate movements. The City's approach is to buy investments with the intention of holding the investment to maturity.

E. DELEGATION OF AUTHORITY:

The City Treasurer is designated as the investment officer of the City. The responsibility for the investment program rests with the Treasurer. The Treasurer will be responsible for all transactions undertaken and establishing a system of internal controls and standard operating procedures to regulate the activities of subordinate officers. A designee of the Treasurer(s) is responsible for these transactions in the absence of the Treasurer.

F. INVESTMENT TRAINING:

The Treasurer and Deputy Treasurer(s) may attend at least one training session within twelve months after taking office or being appointed, and at least annually thereafter. The training session should be sponsored by a professional organization, such as, but not limited to:

Government Finance Officers Association (GFOA), California Society of Municipal Finance Officers (CSMFO), Association of Public Treasurers of the United States & Canada (APT US & C), California Municipal Treasurers Association (CMTA). Attendance shall be in accordance with any other city policies or protocols for attendance of meetings or events at public expense, including the City's Reimbursement Policy and only when funds are appropriated in the City's budget. Training must include some or all of the following components: investment controls, security risks, strategy risks, market risks, and compliance with Federal, State and local laws.

City of Hawthorne Investment Policy
5 G. ETHICS & CONFLICTS OF INTERESTS:

The Treasurer shall avoid any transaction that might impair public confidence in the City's ability to govern effectively. Officers and employees involved in the investment process shall refrain from 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 Council any material financial interests in financial institutions that conduct business within this jurisdiction, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City's portfolio. Employees and officers shall subordinate their personal investment transactions to those of the City of Hawthorne, particularly with regard to the time of purchase and sales.

The City Council, the Treasurer, and any other person with investment decision making authority are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the City Council, the Treasurer, and any other person with investment decision making authority in the administrative office manager's office, budget office, auditorcontroller's office, or treasurer's office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit.

H. AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS:

In recommending financial institutions for deposits or investment of City funds, the Treasurer shall consider the credit worthiness of institutions. The Treasurer shall continue to monitor, by obtaining and reviewing currently available financial statements, financial institutions' credit characteristics and financial history throughout the period in which City funds are deposited or invested. Additionally, the Treasurer shall maintain a list of financial institutions authorized to provide investment services.

In addition, if utilized, a list will also be maintained of approved security broker/dealer selected by credit worthiness who is authorized to provide investment services in the State of California. These may include "primary" dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1. No public deposit shall be made except in a qualified public depository as established by the State of California.

City of Hawthorne Investment Policy
6 A copy of the City's Investment Policy shall be provided to each approved financial institution or broker/dealer the City conducts business with. A signed agreement from each, agreeing to abide by the City's Investment Policy, shall be maintained by the Treasurer or City Clerk Department.

A broker, dealer, or security firm shall not be selected within any consecutive 48-month period of making a campaign contribution exceeding the limitations contained in Rule G- 37 of the Municipal Securities Rulemaking Board.

I. AUTHORIZED AND SUITABLE INVESTMENTS:

1. Treasuries:

United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. There is no portfolio limit for this investment vehicle. % Authorized: 100%.

Maximum maturity: 5 years.

2. Federal Agencies and Gov't Sponsored Entities:

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. Such investments shall be limited to securities issued by the Federal Home Loan Mortgage Corporation (FHLMC) or (Freddie Mac), Government National Mortgage Association (GNMA or Ginnie Mae), Federal Land Bank and Federal Farm Credit Bank. % Authorized: 75%. Maximum maturity: 5 years. No more than 30% of the portfolio may be invested on any one issuer. (excluding the Proceeds of tax-exempt bonds).

3. Certificates of Deposit:

These instruments are placed with commercial banks or savings and loan associations. They allow the City the flexibility to select the exact amount and day of maturity. CD's are subject to collateralization requirements for any amounts in excess of FDIC Insurance.

Collateralization requirements for amounts exceeding $250,000 will be 110% of the deposit in government securities or 150% of pools of mortgage loans or, as set forth in Gov't Code Section 53652 if that requirement is greater. There is no portfolio limit for this investment vehicle as it is considered a deposit and not an investment.

City of Hawthorne Investment Policy
7 4. Negotiable Certificates of Deposits ("NCD"):

Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank. Purchases of NCD's shall not exceed 30% of the monies that may be invested pursuant to this policy. Restrictions: Maturities range from two weeks to five years.

5. Bankers Acceptances ("BA"):

Bankers' acceptances, otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers' acceptances shall not exceed 180 days' maturity or 40 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 30 percent of the agency's moneys may be invested in the bankers' acceptances of any one commercial bank.

6. Commercial Paper ("CP"):

Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2):
(1) The entity meets the following criteria:
(A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated in a rating category of "A" or its equivalent or higher by an NRSRO.
(2) The entity meets the following criteria:
(A) Is organized within the United States as a special purpose corporation, trust, or limited liability company.
(B) Has program wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond. (C) Has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO.

Eligible commercial paper shall have a maximum maturity of 270 days or less. No more than 25% of the City's investments may be in commercial paper, and the City may purchase no more than 10% of the outstanding commercial paper of any single issuer.

City of Hawthorne Investment Policy
8 7. Local Agency Investment Fund (LAIF) Demand Deposits:

Demand Deposits with the Local Agency Investment Fund managed by the State Treasurer.

LAIF is a special fund in the State Treasury created by Assembly Bill 3107, passed in 1977. This law permits a local government official, with the consent of the governing body of that agency, to remit or invest money in its treasury not required for its immediate need, to the State Treasurer for deposit in this fund. Principal may be withdrawn on a oneday notice. Interest earned is paid quarterly. The fees charged are limited to one-quarter of one percent of the earnings of the fund.

8. Passbook Savings Account:

These accounts pay a low rate of interest, compounded daily on their balances. This account allows the transfer of money from checking to savings and earn short-term on odd amounts of money that are not available for longer investments.

9. Mutual Funds:

Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations otherwise authorized by Gov't Code Section 53601 and the investment restrictions set forth in Gov't Code Section 53600 et seq. and 53630 et seq.

However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily.

The company must have met at least one of the following criteria:
(A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs.
(B) 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 subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000).

The purchase price of shares of beneficial interest purchased shall not include commission that the companies may charge and shall not (in combination with investments in Money Market Funds) exceed 20 percent of the City's investments. However, no more than 10 percent of the agency's funds may be invested in shares of beneficial interest of any one mutual fund.

City of Hawthorne Investment Policy
9 10. Money Market Funds
Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.).

The company shall have met at least one of the following criteria:
(A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs.
(B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000).

The purchase price of shares of beneficial interest purchased shall not include commission that the companies may charge and shall not (in combination with investments in Mutual Funds) exceed 20 percent of the City's investments.

11. Medium Term Notes:

Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, 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. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by an NRSRO. Purchases of medium-term notes pursuant to this paragraph shall not exceed 30 percent of the City's investments No more than 5% of the portfolio may be invested in any one issuer.

12. Certain Asset-Backed Securities:

A mortgage pass through security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-backed certificate, consumer receivable pass through certificate, or consumer receivable-backed bond of a maximum of five years' maturity. Securities eligible for investment under this subdivision shall be issued by an issuer rated in a rating category of "A" or its equivalent or better for the issuer's debt as provided by an NRSRO and rated in a rating category of "AA" or its equivalent or better by an NRSRO. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section.

City of Hawthorne Investment Policy
10 13. Local Government Investment Pools
Shares of beneficial interest issued by a joint powers authority organized pursuant to Gov't Code Section 6509.7 that invests in the securities and obligations otherwise authorized pursuant to Gov't Code Section 4601. Each share must represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria:
(1) The adviser is registered or exempt from registration with the Securities and Exchange Commission.
(2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000).

14. Supranationals
United States 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, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated "AA" or better by an NRSRO and shall not exceed 30 percent of the City's investments.

J. INELIGIBLE INVESTMENTS AND PROHIBITED TRANSACTIONS:

1. Borrowing for investment purposes (or leverage).

2. Reverse Repurchase Agreements, as defined by California Government Code Sections 5360l(i) and 53635(i).

3. Investments known as structured notes (e.g. inverse floaters, averaged floaters, structured certificates of deposit, equity-linked securities).

4. Investment in any instrument that is commonly considered a "derivative" instrument City of Hawthorne Investment Policy
11 (e.g. options, futures, swaps, caps, floors, collars). No investment prohibited by Government Code Sections 53601.6 or 53631.5 shall be permitted.

5. All investments shall be in U.S. dollar denominated.

6. Securities that are downgraded below the minimum acceptable rating levels must be reviewed for possible sale within a reasonable amount of time.

K. COLLATERALIZATION:

Collateralization will be required on two types of investments:
(1) Certificates of deposits (2) Repurchase agreements. Reverse repurchase agreement investments must have Council approval. By state law, any bank or savings and loan doing business with a government agency must provide dedicated collateral for any governmental deposits it holds in excess of $100,000 insured by The Federal Deposit Insurance Corporation or Federal Savings & Loan Insurance Corporation. The collateralization process requires that the securities that serve as collateral be placed in a safekeeping account established with the Federal Home Loan Bank or bank's trust department approved by the Administrator of Local Agencies (A State of California Official). The collateral must consist only of the following securities:
i. Governmental Securities
Federal, State, or Local government obligations with a market value of at least 10% in excess of the deposits being secured.
ii. Mortgage Loans
These mortgage loans must have a market value of at least 150% of the value of the deposits being secured.

Collateral will always be held by an independent third party with whom the City has a current custodial agreement. A clearly marked evidence of ownership, safekeeping receipt, must be supplied to the City and retained by the Treasurer.

L. SAFEKEEPING:

All security transactions, including collateral agreements, entered into by the City shall be conducted on a delivery-versus-payment (DVP) basis. Securities will be held by a third- City of Hawthorne Investment Policy
12 party custodian designated by the Treasurer.

Repurchase agreements may be entered into on a safekeeping basis only if a master agreement with the bank or trust department providing the safekeeping is first obtained and it very clearly establishes that the bank/trust is acting as third-party agent for the Treasurer, not the financial institution arranging the repurchase agreements. Such third-party safekeeping arrangements will be documented with a signed agreement between the Treasurer and that the financial institution does not have access to them under any circumstances.

All securities owned by the City will be held by a third party except the collateral for time deposits in banks and savings and loans. Collateral for time deposits in banks should be held in the City's name in the bank's Trust Department, or alternately in the Federal Reserve Bank.

Collateral for time deposits in savings and loans is held by the Federal Home Loan Bank or an approved Agent of Depository.

M. DIVERSIFICATION:

It is the policy of the City to diversify its investment portfolio to avoid incurring unreasonable and avoidable risks or loss resulting from over concentration of assets in a specific maturity, insurer, or class of securities, with the exception of U.S. Treasury Securities and authorized pools. No more than 50% of the City's total investment portfolio will be invested in a single security type or with a single financial institution, with the exception of U.S. Treasury Securities and authorized pools.

N. MAXIMUM MATURITIES:

California Government Code Section 53601 prohibits investments in securities that at the time of investment have a term of maturity in excess of five years unless the Council has granted authority.

To the extent possible, the Treasurer will attempt to match its investments with anticipated cash flow requirements.

O. INTERNAL CONTROL:

The City Treasurer shall establish appropriate procedures designed to provide proper control over investments and the deposit of cash received from other departments. The City's independent auditors shall review annually the City's investment internal controls.

City of Hawthorne Investment Policy
13 The auditor will review those controls designed to prevent loss of public funds arising from fraud, employee error, misrepresentation of third parties, unanticipated changes in financial markets, or imprudent actions by employees and/or officers of the City.

P. Controls Deemed Most Important - Include:
1) Control of collusion
2) Separation of duties
3) Separating transaction authority from accounting and recordkeeping 4) Custodial safekeeping
5) Clear delegation of authority
6) Specific limitations regarding securities losses and remedial action 7) Written confirmation of telephone transactions
8) Minimizing the number of authorized investment officials 9) Documentation of transactions and strategies
10) Code of ethics and standards
Q. REPORTING:

The Treasurer shall submit a quarterly investment report to the Council. This report shall disclose the following:
• Purpose of report
• Investments by totals
• Date of purchase
• Description of investment(s)
• Coupon, if applicable.
• Maturity date
• Market yield, if sold early.
• Market price
• Par value
• Cost basis
• Market value
• Issuer Name
• Statement of compliance with investment policy.

City of Hawthorne Investment Policy
14 R. INVESTMENT PROCEDURES and POLICY REVIEW:
• The Treasurer shall make investments using investment strategies that preserve the cash flow requirements of the City.
• The Treasurer shall regularly review the Investment Policy and shall incorporate any State of California Legislative actions that impacts allowable investment type, maturities, or per-cent allocation.
• The Treasurer shall regularly review banking procedures related to investments. • The Treasurer shall regularly review investment reports submitted to the City by the Local Agency Investment Fund (LAIF), Trustees, and any other entities engaged to invest funds on behalf of the City.
• The Treasurer shall submit the Investment Portfolio and Investment Policy to the California Debt and Investment Advisory Commission for review and evaluation of City investment practices.

City of Hawthorne Investment Policy
15 INVESTMENT POLICY ADOPTION
The City's investment policy shall be adopted by resolution of the Council and any modifications made thereto must be approved by the City Council.

This Investment Policy and its guidelines supersede any previous Investment Policy.

Marie Poindexter-Hornback
City Treasurer
This policy was duly affirmed by the authority of the City Council of the City of Hawthorne on the day of ,2023.

Mayor,
ATTEST:

City Clerk,

AGENDA ITEM NO. 6

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Public Hearing and Resolution No. 8422 - A resolution of the City Council of the City of Hawthorne, California, Consenting to a Water Rate Increase Proposed by California Water Service Company.

RECOMMENDED MOTION:

Staff recommends that the City Council: 1. Open and conduct a public hearing and receive comments on the proposed water rate increase by California Water Service Company. 2. Close the public hearing. 3. Adopt Resolution No. 8422 - A resolution of the City Council of the City of Hawthorne, California, Consenting to a Water Rate Increase Proposed by California Water Service Company.

DISCUSSION:

On August 12, 2011, The City Council approved Resolution No. 7386 (an “Agreement for Lease, Operation and Maintenance of Real Property [Water System] and Lease of Groundwater” (the “Lease Agreement”) with California Water Service Company (“Cal Water”). By the Lease Agreement, the City leased its water system (the “Water System”) to Cal Water and Cal Water agreed to operate and maintain the Water System and Cal Water is permitted to own, keep and retain as its sole property all such collected rate proceeds. The Lease Agreement requires that any rate charged by Cal Water to Customers served by the Water System must be reasonable.

Cal water has informed the City that it desires to increase its water rates in order to recover costs associated with operating the water system. Cal Water has proposed to increase its water rates for all General Services, Private Fire Protection and Recycled Water customers in the City of Hawthorne. Before Cal Water can implement this change to its water rates, it must first obtain the consent of the Hawthorne City Council. To encourage public participation and input into the consent proceedings, the City Council has chosen to conduct a public hearing in the manner set

fourth in Section 6 of Article XIII D of the California Constitution. Cal water has indicated that there are three primary reasons for its rate proposal. The first is Cal Water continues to make infrastructure improvements to provide safe and reliable water services, Second Cal Water experienced a significant increase in its costs for purchased water necessary to provide a dependable supply of water. Third, increases in cost of service due to inflation.

Water rates for Hawthorne customers consists of two components: (i) a monthly base rate, which is determined by the size of the customers meter connection and (ii) a quantity charge, which is based on the customers actual metered water consumption, To mitigate the rate impact to Hawthorne customers, Cal Water is proposing a rate increase phased- over four (4) years, from 2023 through 2026 and the proposed increases are 1.5% in 2023, 1.9% in 2024, 1.6% in 2025 and 2.3% in 2026.

The majority of residential single-family customers have a 5/8 x ¾ in meter. No change is proposed to the qualification for the Senior Service. Proposed fire protection and recycled water rates are shown on the California Water Service Report. The typical residential General Service customer who uses 13 hundred cubic feet (Ccf)[1] of water per month will see an increase in the monthly bill from $99.40 to $100.91 or $1.51/1.5% per month effective July 1, 2023, an additional increase of $1.89/1.9% per month effective January 1, 2024, an additional increase of $1.68/1.6% per month effective January 1, 2025, and an additional increase of $2.37/2.3% per month effective January 1, 2026. The typical Senior Service customer who uses 10 hundred cubic feet of water will see an increase in the monthly bill from $65.59 to $66.58 or $1.01/1.5% per month effective July 1, 2023, an additional increase of $1.24/1.9% per month effective January 1, 2024, an additional increase of $1.11/1.6% per month effective January 1, 2025, and an additional increase of $1.56/2.3% per month effective January 1, 2026.

On May 9,2023, the City Council approved Resolution No. 8408, establishing a procedure for the consideration of Cal Water’s request and called a public hearing on June 27, 2023 at 6:00 p.m (the “Hearing”). The notice if the Hearing was mailed by Cal Water to each of its customers on May 9,2023, which is at least 45 days prior to the hearing. The notice and the USPS Mailing Statement is attached as Exhibit “A”.

At the public hearing, the City Council will consider whether the: (i) the proposed rate increase is reasonable; (ii) notice of the Hearing was given to Cal Water’s customers in the matter set forth in Article XIID, Section 6(a)(1) of the California Constitution; and (iii) no majority protest, as that term is defined in Resolution 8408, exists with respect to the proposed rates. After the public hearing is closed, the City Council will vote on whether it consents to the proposed rates as set forth as Exhibit “A” to this Resolution.

The City Council notes that any rates charged by Cal Water to its customers served by the Water System constitutes a private transaction between Cal Water and its customer. While pursuant to the Lease Agreement, the City retains certain authority to regulate the amount of these rates, such rates are not imposed by the City and the City does not collect the rates or manage the expenditures of rate proceeds.

[1] 1 Ccf = 748 gallons
FISCAL IMPACT:

None.

NOTICING PROCEDURES:

The City Council adopted Resolution No. 8408 on May 9, 2023, setting June 27,2023 as the public hearing for the proposed water rate increase. Written notice was mailed via USPS on or about May 9, 2023, which is at least 45 days prior to the Public Hearing. Also, 72 hours posted notice was provided pursuant to the Ralph M. Brown Act.

ATTACHMENT(S):

1. Resolution No. 8422

2. Notice of Public Hearing Regarding Proposed Rate Increase RIM:MyDocs/WPDocs/Resolutions/CalWater/8422 Resolution
RESOLUTION NO. 8422

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF HAWTHORNE, CALIFORNIA

CONSENTING TO A WATER RATE INCREASE

PROPOSED BY CALIFORNIA WATER SERVICE
COMPANY.

WHEREAS, by its Resolution No. 7386, adopted on August 12, 2011, the City Council approved an “Agreement for Lease, Operation and Maintenance of Real Property (Water System) and Lease of Groundwater” (the “Lease Agreement”) with California Water Service Company (“Cal Water”); and
WHEREAS, by the Lease Agreement, the City leased its water system (the “Water System”) to Cal Water and Cal Water agreed to operate and maintain the Water System; and WHEREAS, pursuant to the Lease Agreement, Cal Water is permitted to bill and collect water rates from customers served by the Water System and Cal Water is permitted to own, keep and retain as its sole property all such collected rate proceeds; and WHEREAS, the Lease Agreement requires that any rates charged by Cal Water to customers served by the Water System must be reasonable; and WHEREAS, Cal Water has informed the City that it desires to increase its water rates; and
WHEREAS, by its Resolution No. 8408, adopted on May 9, 2023, the City Council established a procedure for the consideration of Cal Water’s request and called a public hearing with respect to the request for June 27,2023 at 6:00 p.m. (the “Hearing”); and WHEREAS, notice of the Hearing was mailed by Cal Water to each of its customers on May 9,2023, which is at least 45 days prior to the Hearing. The notice and the USPS Mailing Statement is attached as Exhibit “A”; and
WHEREAS, at the hearing the City Council considered oral and written testimony and protests from all persons wishing to provide such testimony; and WHEREAS, the City Clerk has tabulated the written protests received by the city with respect to the proposed rates; and
WHEREAS, the City Council now desires to consent to the request of Cal Water.

RIM:MyDocs/WPDocs/Resolutions/CalWater/8422 Resolution

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HAWTHORNE, CALIFORNIA, does resolve, declare, determine and order as follows:

SECTION 1. The City Council determines that: (i) the proposed rate increase is reasonable; (ii) notice of the Hearing was given to Cal Water’s customers in the manner set forth in Article XIIID, Section 6(a)(1) of the California Constitution; and (iii) no majority protest, as that term is defined in Resolution No. 8408, exists with respect to the proposed rates.

SECTION 2. The City Council consents to the proposed rates as set forth as Exhibit “A” to this Resolution, which is incorporated herein by reference.

SECTION 3. The City Council notes that any rates charged by Cal Water to its customers served by the Water System constitute a private transaction between Cal Water and its customers. While, pursuant to the Lease Agreement, the City retains certain authority to regulate the amount of these rates, such rates are not imposed by the City and the City does not collect the rates or manage the expenditure of rate proceeds.

SECTION 4. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED this 27th day of June, 2023.

ALEX VARGAS,
Mayor
ATTEST: City of Hawthorne, California
DAYNA S. WILLIAMSHUNTER,
City Clerk
City of Hawthorne, California
APPROVED AS TO FORM:

ROBERT KIM,
City Attorney
City Of Hawthorne, California
EXHIBIT “A”
United States Postal Service
Postage Statement -- First-Class Mail
Processed By: SS1 on 05/09/23 12:40:35 PM
Transaction Number:
202312914403534 M0
CAPS / EPS Transaction Number: Postage Statement Number:
543986087
Mailing Group ID
410962097
Mailing Job Number
37285A
Open Date
05-09-2023
Preparer

STAR MAILING SERVICE
Origin
Mail.dat
Close Date
Job Description
CALIF WATER DIST. RANCHO DOMIN
Permit Holder's Name and Address and Email Address, if Any

STAR MAILING SERVICE
3050 ROSSLYN ST
LOS ANGELES, CA 90065-1409
Contact Name: ROSA FRANCO
(818)502-9966
[email protected]
CRID: 3398831
Name and Address of Mailing Agent
(If other than permit holder)

STAR MAILING SERVICE
3050 ROSSLYN ST
LOS ANGELES, CA 90065-1409
CRID: 3398831
Name and Address of Individual or
Organization for Which Mailing is Prepared
(If other than permit holder)

CALIFORNIA WATER SERVICE

CO/RANCHO DOMINGUEZ
2632 W 237TH ST
TORRANCE, CA 90505-5230
CRID: 5651870
Post Office of Mailing
LOS ANGELES CA 90052-
9998
Processing
Category
Letters
(may
include
Cards)
Parcels Only
Hold For Pickup
(HFPU):

No. of Pieces
0 Mailer's Mailing Date
05/08/23
Federal Agency Cost Code Statement Seq. No. No. & type of Containers Sacks: 0
1 ft. Letter Trays: 3
2 ft. Letter Trays: 0
EMM Letter Trays: 5
Flat Trays: 0
Pallets: 0
Other: 0
Type of Postage
Permit Imprint
Weight of a Single Piece

0.0128 lbs.

Combined Mailing
[ ]Single Class
SSF Transaction ID #
_____________________
Total Pieces
5,515
Permit #
3828
For Mail Enclosed Within Another Class
[ ]Marketing Mail [ ]Bound Printed Matter [ ]Library Mail [ ]Media Mail
[ ]Periodicals
[ ]Parcel Post
Customer Generated
Electronic Labels
[ ] SigCon
For Automation Rate Pieces, Enter Date of
Address Matching and Coding
05/05/23
Move Update Method:

NCOALink
Total Weight

70.5920 lbs.

Letter-size mailpieces contain:
[ ]Round Trip Only: One DVD/CD or other disk Parts Completed A, B This is a Political Mailing
No
This is Official Election Mail
No
Subtotal Postage (Add parts totals) $2,635.49
Complete if the mailing includes pieces bearing metered/PC Postage or precanceled stamps.

Rate at Which Postage Affixed (Check one)
[ ]Correct [ ]Lowest [ ]Neither
_____ pcs. x $ ____.____ = Postage Affixed $0.000
Incentive/Discount Flat Dollar Amount $-16.43
Fee ____________ $0.00
Net Postage Due $2,635.49
For USPS Use Only: Additonal Postage Payment (State reason) Total USPS Adjusted Postage $2,635.49
Incentive/Discount Claimed: N/A Type of Fee: N/A
The mailer certifies acceptance of liability for and agreement to pay any revenue deficiencies assessed on this mailing, subject to appeal. If an agent certifies that he or she is authorized on behalf of the mailer then that mailer is bound by the certification and agrees to pay any deficiencies. In addition, agents may be liable for any deficiencies resulting from matters within their responsibility, knowledge, or control. The mailer hereby certifies that all information furnished on this form is accurate, truthful, and complete; that the mail and the supporting documentation comply with all postal standards and the mailing qualifies for the prices and fees claimed; and that the mailing does not contain any matter prohibited by law or postal regulation. I understand that anyone who furnishes false or misleading information on this form or who omits information requested on this form may be subject to criminal and/or civil penalties, including fines and imprisonment.

Privacy Notice: For information regarding our Privacy Policy visit www.usps.com Mailing Group Mailer Mailing Postage Certification
PS Form 3600-FCM Jan 2023 (Page 1 of 2)
This postage statement was verified and accepted under the PostalOne! program. No postal signature or round stamp is required.

Part A
Automation Prices
Letters
Price No. of Pieces Subtotal
Postage
Discount
Total*
Fee Total Total Postage
A4 5-Digit $0.471 4,306 $2,028.126
0 $-12.9180 $0.0000 $2,015.2080
A5 AADC $0.507 873 $442.6110 $-2.6190 $0.0000 $439.9920 A6 Mixed AADC $0.531 296 $157.1760 $-0.8880 $0.0000 $156.2880 A11 Part A Total(Add lines A1-A10) $2,611.49
A13 DISPLAY ONLY Letters - Number of pieces that comply 5475.0 x 0.003 = $16.4250 * May contain both Full Service Intelligent Mail and other discounts. ______________________________________________________________________________________ Part B
Nonautomation Prices
Machinable Letters
Price No. of Pieces Subtotal
Postage
Discount
Total
Fee Total Total Postage
B6 Nonpresorted/Sing
le-Piece*
$0.600 40 $24.0000 $0.0000 $0.0000 $24.0000
B22 Part B Total(Add lines B1-B21) $24.00
______________________________________________________________________________________ PS Form 3600-FCM Jan 2023 (Page 2 of 2)
This postage statement was verified and accepted under the PostalOne! program. No postal signature or round stamp is required. “CALIFORNIA WATER REPORT”
Notice of Public Hearing
Regarding Proposed Rate Increase
(Before the City Council of the City of Hawthorne)
June 27, 2023 @ 6:00 p.m.

Hawthorne City Council Chambers
4455 West 126th Street
Hawthorne, CA 90250
(310) 349–2915
Background
Under the terms of a lease agreement, California Water Service Company (Cal Water) operates the City of Hawthorne’s water treatment and distribution system. Cal Water recovers the costs associated with this activity through water rates.

Cal Water has proposed to increase its water rates for all General Service, Senior Service, Private Fire Protection and Recycled Water customers in the City of Hawthorne. Before Cal Water can implement this change to its water rates, it must obtain the consent of the City Council of the City of Hawthorne. To encourage public participation and input into the consent proceedings, the City Council has chosen to conduct a noticed public hearing in the manner set forth in Section 6 of Article XIII D of the California Constitution.

Cal Water has indicated to the City that there are three primary reasons for its rate proposal. The first is Cal Water continues to make infrastructure improvements to provide safe and reliable service. Second, the increased costs of purchased water necessary to provide a dependable supply of water. Third, Cal Water experienced increases in its costs of service due to inflation. The proposed revenue increases are 1.5% in 2023, 1.9% in 2024, 1.6% in 2025 and 2.3% in 2026.

The Rate Proposal
Water rates for Hawthorne customers consist of two components: (i) a monthly base rate, which is determined by the size of the customer’s meter connection and (ii) a quantity charge, which is based on the customer’s actual metered water consumption.

Cal Water is proposing a rate increase phased-in over four (4) years, from 2023 through 2026. Below is a table of present and proposed rates.

Most residential single-family customers have a 5/8 x 3/4-inch meter. No change is proposed to the qualifications for the Senior Service. Proposed fire protection and recycled water rates are shown at the end of this notice. If you have any questions about which rates apply to you, please call Cal Water at (310) 257–1400.

The typical residential General Service customer who uses 13 hundred cubic feet (Ccf)1 of water per month will see an increase in the monthly bill from $99.40 to $100.91 or $1.51/1.5% per month effective July 1, 2023, an additional increase of $1.89/1.9% per month effective January 1, 2024, an additional increase of $1.68/1.6% per month effective January 1, 2025, and an additional increase of $2.37/2.3% per month effective January 1, 2026.

The typical Senior Service customer who uses 10 hundred cubic feet of water will see an increase in the monthly bill from $65.59 to $66.58 or $1.01/1.5% per month effective July 1, 2023, an additional increase of $1.24/1.9% per month effective January 1, 2024, an additional increase of $1.11/1.6% per month effective January 1, 2025, and an additional increase of $1.56/2.3% per month effective January 1, 2026.

1 1 Ccf = 748 gallons
General Service Senior Service
Present
2023
Proposed
2023
Proposed
2024
Proposed
2025
Proposed
2026
Present
2023
Proposed
2023
Proposed
2024
Proposed
2025
Proposed
2026
Quantity Rates Quantity Rates
Price per Ccf $ 5.8117 $ 5.8999 $ 6.0102 $ 6.1082 $ 6.2468 Tier 1: Price per Ccf (0-10 ccf) $ 4.6494 $ 4.7199 $ 4.8081 $ 4.8865 $ 4.9975 Tier 2: Price per Ccf for 10+ ccf $ 5.8117 $ 5.8999 $ 6.0102 $ 6.1082 $ 6.2468 Monthly Metered Service Charge Monthly Metered Service Charge 5/8-inch $ 23.85 $ 24.21 $ 24.67 $ 25.07 $ 25.64 5/8-inch $ 19.09 $ 19.38 $ 19.75 $ 20.07 $ 20.52 3/4-inch $ 23.85 $ 24.21 $ 24.67 $ 25.07 $ 25.64 3/4-inch $ 19.09 $ 19.38 $ 19.75 $ 20.07 $ 20.52 1-inch $ 48.54 $ 49.28 $ 50.20 $ 51.02 $ 52.17 1-inch $ 48.54 $ 49.28 $ 50.20 $ 51.02 $ 52.17 Rates for Services Not Commonly Used By Single Family Residential Customers The Recycled water user-customer who uses 151 hundred cubic feet (Ccf) of water per month will see an increase in the monthly bill from $525.04 to $533.01 or $7.97/1.5% per month effective July 1, 2023, an additional increase of $9.96/1.97% per month effective January 1, 2024, an additional increase of $8.85/1.6% per month effective January 1, 2025, and an additional increase of $12.53/2.23% per month effective January 1, 2026.

Additionally, Cal Water also requests to establish a Full Cost Balancing Account (FCBA) as a mechanism to track and offset the difference between adopted water production cost and actual water production cost. Difference in water production cost may result from non-controllable changes in water production cost due to inflation, unknown reasons by wholesale suppliers of water, power and pump taxes or availability of water sources. The FCBA mechanism works such that it tracks the balance owed to customers when actual water production costs are below adopted water production costs and balances owed to company when actual water production exceed adopted water production costs. It is designed to neutralize fluctuations in water production costs. This request is consistent with the 2011 lease agreement between Cal Water and the City of Hawthorne adopted by resolution no. 7386. Specifically, page 3, Section 8 of the 2011 lease agreement. Cal Water shall amortize the account balances at the end of each year for the balances of the prior calendar year or period. Balances will be amortized over 12 months. Surplus balances will be passed on to Hawthorne Customers through sur-credits on monthly service charges.

Overage balances will be passed on to the Hawthorne customers through volumetric surcharges. Residual balances remaining after the annual sur-credit or surcharge will be incorporated into the following years FCBA balances.

Your Opportunity To Get Involved
You are encouraged to provide oral or written testimony to the City Council at the public hearing. You may also file a written protest against the proposed increase. Such a protest must be signed and must contain a description of your service location (such as a street address or account number). If the City Council receives protests with respect to a majority of the parcels or service locations subject to the proposed increase, it will not consent to the proposed increase. Protests must be received by the City Clerk of the City prior to the close of the public input portion of the public hearing. Protests may be mailed or delivered to the City Clerk at 4455 West 126th Street, Hawthorne, CA 90250. They may also be delivered to the City Clerk at the public hearing. Protests will be tabulated pursuant to procedures adopted by the City Council, which are available in the Office of the City Clerk for public inspection.

Questions?
Further information about the rate proposal may be obtained from the Cal Water’s local offices by calling (310) 257–1400. You may also contact the Cal Water’s headquarters at 1720 North First Street, San Jose, CA 95112, or by calling (408) 367–8200.

For questions about the public hearing or the protest proceeding, you may contact the City Clerk at (310) 349–2915.

Recycled Metered Service Private Fire Protection
Present 2023
Proposed
2023
Proposed
2024
Proposed
2025
Proposed
2026 Present 2023
Proposed
2023
Proposed
2024
Proposed
2025
Proposed
2026
Quantity Rates Monthly Metered Service Charge
Price per Ccf $3.3650 $3.4160 $3.4799 $3.5366 $3.6169 1-1/2 inch $25.24 $25.63 $26.11 $26.53 $27.13 2-inch $33.66 $34.17 $34.81 $35.38 $36.18
3-inch $50.50 $51.27 $52.23 $53.08 $54.28
Monthly Metered Service Charge 4-inch $67.34 $68.36 $69.64 $70.78 $72.38 5/8-inch $16.94 $17.19 $17.51 $17.80 $18.20 6-inch $101.00 $102.54 $104.45 $106.16 $108.57 1-inch $46.12 $46.82 $47.69 $48.47 $49.57 8-inch $134.67 $136.71 $139.27 $141.54 $144.75 1-1/2 inch $63.05 $64.01 $65.21 $66.27 $67.78 10-inch $168.33 $170.89 $174.08 $176.92 $180.93 2-inch $89.13 $90.49 $92.18 $93.68 $95.81 12-inch $202.01 $205.07 $208.91 $212.31 $217.13 3-inch $137.77 $139.86 $142.48 $144.80 $148.09 14-inch $235.67 $239.25 $243.72 $247.69 $253.32 4-inch $215.31 $218.58 $222.67 $226.30 $231.43
6-inch $347.25 $352.52 $359.11 $364.97 $373.25
8-inch $514.19 $522.00 $531.75 $540.42 $552.69
10-inch $639.44 $649.14 $661.28 $672.06 $687.31

AGENDA ITEM NO. 7

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Finance
City Manager: __________
Vontray Norris
City Treasurer: ___________
Marie Poindexter
Hornback
SUBJECT:

City of Hawthorne’s Investment Report for the quarter ended March 31, 2023.

RECOMMENDED MOTION:

Staff recommends that the City Council receive, approve and file the City of Hawthorne’s Investment Report for the quarter ended March 31, 2023 of FY 22-23.

DISCUSSION:

Investment Report for the quarter ended March 31, 2023 is attached. This report indicates the cash and investments held by the reporting entity and the rate of return on the investments.

Because of the seasonal nature of the city’s revenues (thus making short-term availability and liquidity of funds being extremely important), the city has for many years invested its funds with the State of CA administered Local Agency Investment Fund (LAIF). In October 2021, Council approved the investment of an additional $3 million with Multi Bank Securities (MBS) into CD’s using a ladder strategy. This brought the total amount invested with MBS to $9 million. The City Treasurer shall continue this strategy, reinvesting funds that come due into new 3-5 year CD’s.

Cash held by the fiscal agents are for future debt service on bonds, and these funds are invested pursuant to investment agreements entered into when the bonds were originally issued.

Investment report summary March 31, 2023
• Funds held at LAIF $71 million with a rate of return @ 2.74% • Funds held at BOW $50.1 million with rate of return @ 2.62% - 4.57% • Funds held at MBS totaled $9.1 million with yields of 0.30% - 4.96% • Funds held by the fiscal agents totaled $3 million

Investment report summary December 31, 2022
• Funds held at LAIF $70.6 million with a rate of return @ 2.07% • Funds held at BOW $28.5 million with rate of return @ 2.35% -3.90% • Funds held at MBS totaled $9.1 million with yields of 0.30% - 4.73% • Funds held by the fiscal agents totaled $2.3 million
Investment report summary September 30, 2022
• Funds held at LAIF $70.4 million with a rate of return @ 1.35% • Funds held at BOW $32.3 million with rate of return @ 1.45% - 2.34% • Funds held at MBS totaled $8.8 million with yields of 0.31% - 3.41% • Funds held by the fiscal agents totaled $3.7 million
Investment report summary June 30, 2022
• Funds held at LAIF $70.3 million with a rate of return @ 0.75% • Funds held at BOW $36.6 million with rate of return @ 0.00% - 0.62% • Funds held at MBS totaled $9 million with yields of 0.30% - 3.27% • Funds held by the fiscal agents totaled $4.7 million
Investment report summary March 31, 2022
• Funds held at LAIF $70.2 million with a rate of return @ 0.32% • Funds held at BOW $25.1 million with rate of return @ 0.08% - 0.14% • Funds held at MBS totaled $9.2 million with yields of 0.30% - 2.39% • Funds held by the fiscal agents totaled $4.1 million
Investment report summary December 31, 2021
• Funds held at LAIF $13.2 million with a rate of return @ 0.23% • Funds held at BOW $70 million with rate of return @ 0.01% - 0.10% • Funds held at MBS totaled $8.7 million with yields of 0.30% - 2.38% • Funds held by the fiscal agents totaled $3.2 million
Investment report summary September 30, 2021
• Funds held at LAIF $13.2 million with a rate of return @ 0.24% • Funds held at BOW $67.5 million with rate of return @ 0.01% - 0.10% • Funds held at MBS totaled $7 million with yields of 0.30% - 2.36% • Funds held by the fiscal agents totaled $4 million
Investment report summary June 30, 2021
• Funds held at LAIF $13.2 million with a rate of return @ 0.33% • Funds held at BOW $57.8 million with rate of return @ 0.01% - 0.10% • Funds held at MBS totaled $7.1 million with yields of 0.63% - 2.99% • Funds held by the fiscal agents totaled $4.1 million

Investment report summary March 31, 2021
• Funds held at LAIF $13.2 million with a rate of return @ 0.44% • Funds held at BOW $52.3 million with rate of return @ 0.01% - 0.10% • Funds held at MBS totaled $7.1 million with yields of 0.63% - 2.97% • Funds held by the fiscal agents totaled $3.5 million
Investment report summary December 31, 2020
• Funds held at LAIF $13.1 million with a rate of return @ 0.63% • Funds held at BOW $39.3 million with rate of return @ 0.01% - 0.15% • Funds held at MBS totaled $7.1 million with yields of 0.64% - 2.95% • Funds held by the fiscal agents totaled $3.1 million
FISCAL IMPACT:

None. The report describes the City’s investments and rate of return on these investments as of March 31, 2023.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Investment Report March 31, 2023

2. Bank Statements
Printed 5/10/2023 at 9:17 AM

CITY OF HAWTHORNE

INVESTMENT REPORT
Current Quarter Prior Quarter Quarter Change
3/31/2023 12/31/2022
Investment Type Issuer Cost Market Value Rate Cost Market Value Rate Change % Change State investment pool State of California - LAIF 71,011,121 71,011,121 2.74% 70,642,089 70,642,089 2.07% 369,032 0.52% Certificates of deposit/U.S Bonds Multi-Bank Securities, Inc. 9,125,770 9,125,770 0.30% to 4.96% 9,077,326 9,077,326 0.30% to 4.73% 48,444 0.53% Commercial money market Bank of the West 48,045,168 48,045,168 2.62% 24,307,823 24,307,823 2.35% 23,737,344 97.65% Fidelity money market Bank of the West 2,076,411 2,076,411 4.57% 4,185,154 4,185,154 3.90% -2,108,744 -50.39% Total Held by City 130,258,469 130,258,469 108,212,393 108,212,393 22,046,077 20.37% Funds Held by Fiscal Agent:

Money market funds U.S. Bank 2,786,872 2,786,872 0.00% to 4.25% 2,191,642 2,191,642 0.00% to 3.74% 595,230 27.16% Money market funds - Mogul Partne Wells Fargo Bank 250,837 250,837 0.02% 147,476 147,476 0.04% 103,361 70.09% Total Held by Fiscal Agent 3,037,709 3,037,709 2,339,117 2,339,117 698,591 29.87% In accordance with California Government Code Section 53646, the Treasurer of the City of Hawthorne hereby certifies that the investments reported above comply with the City's adopted Investment Policy and that sufficient investment liquidity and anticipated revenues are available to meet the City's budgeted expenditures for the six months.

Printed 5/10/2023 at 9:17 AM
Date of Accrued Cash/Bank Estimated
Purchase Maturity Date Quantity Market Price Market Value Interest Deposits Yield HSBC Bank Nat'l Association 5/7/2020 5/7/2025 247,000 92.8050 229,228.35 1,266.81 1.40% Flagstar Bank, Troy, MICH 5/29/2020 5/9/2025 247,000 91.5970 226,244.59 660.47 0.87% Kemba Finl Credit Union, SH 10/18/2019 10/18/2024 247,000 95.1310 234,973.57 153.95 1.83% Sallie Mae Bank, Salt Lake City, UT 7/8/2021 7/8/2026 247,000 88.3170 218,142.99 554.90 1.13% Texas Exchange Bk, SSB Crowley 10/29/2021 10/29/2026 247,000 87.5140 216,159.58 14.89 1.25% BMW Bk North Amer, Salt Lake City, UT 12/17/2021 12/18/2023 249,000 96.8680 241,201.32 461.16 0.67% Beal Bk USA, Las Vegas, NV 12/22/2021 12/20/2023 249,000 96.7710 240,959.79 405.22 0.62% Capital One Bk, Glenn Allen, VA 11/24/2021 11/25/2024 221,000 93.4070 206,429.47 615.17 0.85% Wells Fargo Bk, West Las Vegas, Nev 1/17/2020 1/17/2023 0 0.0000 0.00 0.00 0.00% Morgan Stanley Private Bk, Pur, NY 8/1/2019 8/1/2023 247,000 99.0270 244,596.69 843.86 2.17% Merrick Bk, South Jordan, UT 1/31/2020 1/31/2024 247,000 97.2450 240,195.15 0.00 1.79% Capital One Bank , McLean, VA 7/31/2019 7/31/2024 247,000 96.4080 238,127.76 898.34 2.33% Live Oak Bkg Co., Wilmington, NC 1/24/2020 1/20/2025 247,000 94.6050 233,674.35 375.58 1.95% State Bk India, New York, NY 1/22/2020 1/22/2025 247,000 94.8890 234,375.83 920.33 2.10% Enerbank USA, Salt Lake City, UT 3/13/2020 3/13/2025 247,000 92.8340 229,299.98 133.99 1.18% Morgan Stanley, Salt Lake City, UT 6/19/2020 6/19/2025 247,000 91.3060 225,525.82 52.78 0.71% Bank Baroda, NY 7/22/2020 7/22/2025 247,000 90.8460 224,389.62 322.12 0.77% GreenState Cr Un, Iowa SH 3/30/2021 3/30/2026 249,000 88.5830 220,571.67 163.73 0.90% Pentagon Fed Cr Un, Tyson Crn, VA 9/1/2021 9/1/2023 100,000 98.0420 98,042.00 24.66 0.30% UBS Bank Salt Lake City, UT 7/8/2021 7/8/2026 247,000 87.9160 217,152.52 140.08 1.02% Toyota Finl Svgs Bank, Hend, NV 7/22/2021 7/22/2026 247,000 88.0360 217,448.92 437.16 1.07% Medallion Bk, Salt Lake City, UT 8/30/2021 8/31/2026 100,000 87.2620 87,262.00 0.00 0.97% Industrial & Coml Bk China 1/13/2022 1/12/2024 249,000 96.5330 240,367.17 341.44 0.67% Beal Bk Plano, Texas 1/19/2022 1/17/2024 249,000 96.5150 240,322.35 339.05 0.72% Barclays Bk Del Retail 3/16/2022 3/18/2024 125,000 96.6510 120,813.75 79.62 1.60% Bank Vy Bellwood Neb 1/27/2022 1/27/2026 249,000 89.9720 224,030.28 30.02 1.22% Dept of Comm Fed Cr Un, Wash, DC 5/13/2022 5/13/2027 247,000 93.8450 231,797.15 395.88 3.46% First Natl Bank Amer East Lansing, MICH 5/17/2022 5/17/2027 245,000 93.4590 228,974.55 296.01 3.37% Mountain Amer Fed Cr Un, West Jordan, UT 10/14/2022 10/15/2024 248,000 99.5960 246,998.08 968.22 4.76% Discover Bk, Greenwood Del 3/22/2023 3/21/2028 243,000 100.6650 244,615.95 299.59 4.96% Total Certificates of Deposit 6,728,000 6,301,921 11,195 Federal National MTG Assn 7/15/2020 7/15/2025 247,000 92.6150 228,759.05 380.65 0.78% Federal Home LN Bks Cons 1/22/2021 1/22/2026 245,000 90.7860 222,425.70 293.49 0.68% Bank of America Corp 10/30/2020 10/30/2025 500,000 87.2840 436,420.00 625.00 0.85% Federal Home LN Bks Tranche 9/17/2021 9/17/2026 1,000,000 90.2730 902,730.00 408.33 1.16% Federal Home LN Bks 12/10/2021 12/10/2024 500,000 94.7210 473,605.00 1,695.83 1.16% Federal Home LN Bks Cons 12/30/2021 12/30/2024 500,000 94.2920 471,460.00 1,375.00 1.16% 3/31/2023
Multi - Bank Securities, Inc.

Current Quarter
Printed 5/10/2023 at 9:17 AM
Date of Accrued Cash/Bank Estimated
Purchase Maturity Date Quantity Market Price Market Value Interest Deposits Yield 3/31/2023
Multi - Bank Securities, Inc.

Current Quarter
Total U.S Gov't and Corporate Bonds 2,992,000 2,735,400 4,778 Total Portfolio Holdings 9,720,000.00 9,037,321.00 15,973.33 88,448.82 Printed 5/10/2023 at 9:17 AM
Summary of Cash with Fiscal Agent
Date of Maturity Investment
Purchase Date Coupon Cost Market Value Agreement Rate
City 2016 Certificates of Participation
Money Market Various Daily liquid 0.00% 0.94 0.94 0.00% Total 0.94 0.94 0.00
City 2019 Pension Obligation Bond
Money Market Various Daily liquid 0.00% 1.86 1.86 0.00% Money Market Various Daily liquid 0.00% 0.27 0.27 0.00% Money Market Various Daily liquid 0.00% 3.00 3.00 0.00% Total 5.13 5.13 0.00
S.A 2016 Tax Allocation Refunding Bonds
Money Market Various Daily liquid 4.19% 359.96 359.96 4.19% Money Market Various Daily liquid 4.19% 506.55 506.55 4.19% 866.51 866.51 0.00
CFD 1999-12000 Gateway Center Special Fund
Money Market Various Daily liquid 4.25% 30,272.60 30,272.60 4.25% Money Market Various Daily liquid 0.00% 0.03 0.03 0.00% Money Market Various Daily liquid 4.25% 515,298.54 515,298.54 4.25% Money Market Various Daily liquid 4.25% 225,441.17 225,441.17 4.25% Money Market Various Daily liquid 4.25% 167,360.69 167,360.69 4.25% Money Market Various Daily liquid 0.00% 0.00 0.00 0.00% Money Market Various Daily liquid 0.00% 0.05 0.05 0.00% Money Market Various Daily liquid 4.25% 122,078.35 122,078.35 4.25% Money Market Various Daily liquid 4.25% 2,133.75 2,133.75 4.25% Total 1,062,585.18 1,062,585.18 0.00
CFD 1999-12010 Gateway Center
Money Market Various Daily liquid 4.25% 125,582.43 125,582.43 4.25% Money Market Various Daily liquid 4.25% 6,328.73 6,328.73 4.25% Money Market - Reserve Fund Various Daily liquid 4.25% 1,295,393.76 1,295,393.76 4.25% Total 1,427,304.92 1,427,304.92 0.00
Current Quarter
3/31/2023
Printed 5/10/2023 at 9:17 AM
Summary of Cash with Fiscal Agent
Date of Maturity Investment
Purchase Date Coupon Cost Market Value Agreement Rate
Current Quarter
3/31/2023
CFD 2004-12005 Fusion at South Bay
Money Market Various Daily liquid 4.25% 17,281.05 17,281.05 4.25% Money Market - Reserve Fund Various Daily liquid 4.25% 253,827.03 253,827.03 4.25% Total 271,108.08 271,108.08 0.00
CFD 2006-12020 360 Degrees at South Bay
Money Market Various Daily liquid 0.00% 0.76 0.76 0.00% Money Market Various Daily liquid 3.40% 25,000.10 25,000.10 3.40% Money Market Various Daily liquid 0.00% 0.05 0.05 0.00% Total 25,000.91 25,000.91 0.00
Total 2,786,872 2,786,872 0
Printed 5/10/2023 at 9:17 AM
Wells Fargo Bank - Mogul Partners
Current Quarter
3/31/2023
Unrealized Accrued Net Interest Ending Market Estimated Cost Value Market Value Gain/Loss Income Collected Value Yield Wells Fargo Bank - Money Market 250,837.23 250,837.23 0.00 98.44 54.84 250,837.23 Total Cash Investments 250,837.23 250,837.23 0.00 98.44 54.84 250,837.23 0.02%

AGENDA ITEM NO. 8

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Human Resources
City Manager: __________
Vontray Norris
Mgr. of Human Resources: ___________
Erika Lampkin
SUBJECT:

Amendment to the Agreement/Contract Hawthorne Executive Group (HEG) Special Pays RECOMMENDED MOTION:

Staff recommends that the City Council approve an amendment to the Hawthorne Executive Group Memorandum of Understanding effective July 1, 2012 – June 30, 2024.

DISCUSSION:

Staff recommends added language to the Memorandum of Understanding for the Hawthorne Executive Group (HEG) effective July 1, 2012 – June 30, 2024 as a result of a CalPERS audit of how holiday pays, premium pays and/or special pays are calculated. The audit suggests that sample calculation be included as standard language in the Memorandum of Understandings going back to July 1, 2012 for the purpose of properly calculating retirement benefits.

FISCAL IMPACT:

None.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Sample Language Calculation

2. Side Letter Agreement

City of Hawthorne Finance Department
HOLIDAY PAY FORMULA is HOURLY RATE + (HOURLY RATE OF EACH PREMIUM (SPECIAL COMPENSATION)) HOURLY RATE + HOURLY RATE OF PERCENTAGE PREMIUM
EXAMPLE: Employee earning regular rate plus longevity premium, which is by percentage Hourly rate: $37.73
Longevity percentage: 5%
Calculation: $37.73 + (37.73 * 5%) =

37.73 + 1.887 = $39.62 Holiday Pay hourly Rate
HOURLY RATE + HOURLY RATE OF FLAT RATE PREMIUM
EXAMPLE: Employee earning regular rate plus Bilingual premium, which is $50.00 per pay period Hourly Rate: $35.18
Bilingual Premium: $50.00 (hourly rate = premium amount divided by hours per pay period ($50/80= .625)) Calculation: $35.18 + ($50/80 hours per pay period) =

35.18 + .625 = $35.81 Holiday Pay hourly Rate

SIDE LETTER AGREEMENT
TO THE 2021 – 2024 MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF HAWTHORNE

AND THE HAWTHORNE EXECUTIVE GROUP
WHEREAS, the City of Hawthorne (“City”) and the Hawthorne Executive Group (“HEG”) have entered into a Memorandum of Understanding (“MOU”) covering the periods of July 1, 2012 – June 2024.

WHEREAS, the City of Hawthorne (“City”) and the Hawthorne Executive Group (“HEG”) have met and conferred in good faith.

NOW, THEREFORE, THE PARTIES do hereby agree as follows:

1. On June 7, 2023, the parties agreed to amend the language for holiday pay, premium pays, and/or specialty pays to include sample calculation language.

CITY OF HAWTHORNE HAWTHORNE EXECUTIVE
GROUP
_________________________ ____________________________
Erika Lampkin HEG
Director of Human Resources
___________________________
Vontray Norris
City Manager

AGENDA ITEM NO. 9

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Construction of Speed Humps on Darlene Love Street (formerly W 116th Street) between Haas Avenue and Tarron Avenue.

RECOMMENDED MOTION:

Staff Recommends that the City Council approve installation of speed humps on Darlene Love Street (formerly W 116th Street) between Haas Avenue and Tarron Avenue.

DISCUSSION:

Per the direction of the Mayor, Staff has prepared an agenda bill to install speed humps on Darlene Love Street between Haas Avenue and Tarron Avenue.

Darlene Love Street is adjacent to Cimarron Ave Elementary School, which has a high volume of students walking to and from the school. Additionally, the traffic data demonstrates that drivers are using Darlene Love Street to access Van Ness Ave and Imperial Hwy. Speed hump installation is recommended for this location to reduce speed and collisions and increase safety.

The work will consist of cold-planing, asphalt paving, construction of speed humps, pavement markings, and installation of warning signs.

FISCAL IMPACT:

None. Funds for the construction and installation of two speed humps in the amount of $6,000 are available in the adopted Fiscal Year 2022-2023 budget and will be paid for with approved and allocated Gas Tax Funds.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act

ATTACHMENT(S):

1. Map

AGENDA ITEM NO. 10

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Progress Payment #2 and Final Acceptance in the amount of $136,855.10 due to Insituform Technologies, LLC of Chesterfield, MO for Sewer Pipe Rehabilitation Project 2023 (Project # 23- 02).

RECOMMENDED MOTION:

Staff recommends that the City Council approve this Progress Payment #2 and Final Acceptance to Insituform Technologies, LLC of Chesterfield, MO.

DISCUSSION:

This sewer improvement project includes CCTV inspection services, existing pipe cured-in-place pipe lining and other appertunances. It also includes rehabilitation of existing manholes and lateral connections by various “trenchless” rehablitation techniques, traffic control, and all other work necessary to complete the improvements according to the Plans and Specifications.

FISCAL IMPACT:

None. Funds for this payment in the amount of $136,855.10 are available in the adopted Fiscal Year 2022-2023 budget and will be paid for with approved and allocated Special Sewer Funds and the American Rescue Plan Act fund. The five percent (5%) retention amount of $28,769.75 will be paid thirty-five (35) days following the Final Acceptance of the Contract.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Progress Payment #2 and Final Acceptance

AGENDA ITEM NO. 11

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Finance
City Manager: __________
Vontray Norris
Dir. of Finance: ___________
Felice Lopez
SUBJECT:

Approval of United Way Emergency Food and Shelter Program Allocation for the FY 23-24 Budget
RECOMMENDED MOTION:

Staff recommends that the City Council approve the United Way Emergency Food and Shelter Program Allocation in the amount of $11,250, for the FY 23-24 Budget.

DISCUSSION:

The Emergency Food and Shelter Program (EFSP) is a federal program administered by FEMA and administered by the United Way of Greater Los Angeles. This program is managed by a board of staff and leadership from local social service and government organizations. The program’s purpose is to help organizations combat food and housing insecurity in Los Angeles through shelter services, rental assistance, meal programs, and other nutrition assistance. United Way LA fights against poverty and homelessness in the Los Angeles County.

City Clerk staff applied for and were awarded these funds to provide nutrition assistance, in the form of gift cards, to the Hawthorne community in conjunction with their current efforts of monthly produce distribution to Hawthorne families. The produce giveaways have been taking place every other Saturday since May of 2021. They serve about 500-600 families every two weeks.

FISCAL IMPACT:

None.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. None

AGENDA ITEM NO. 12

CITY OF HAWTHORNE

CITY COUNCIL & FINANCE AUTHORITY

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: City Manager
City Manager:___________________
Vontray Norris
SUBJECT:

Authorizing and Approving the Executions of “City Acknowledgement and Estoppel Certificates” and “Escrow Agreement” as Required for the Refinancing Arrangement of the Marriott Development by Mogul Hospitality Partners.

RECOMMENDED MOTION:

Staff recommends that the City Council Approve the Execution of City Acknowledgement and Estoppel Certificates (“Estoppel Certificate”) and for the Finance Authority to Approve the Execution of the Escrow Agreement (“Escrow”) and Authorize the City Manager to Execute the Estoppel Certificate and Escrow and all related Documents.

DISCUSSION:

In 2016, Resolution No. 7838 and Finance Authority Resolution No. 1 was approved which authorized the complex finance arrangement for the purpose of the development of the Marriott hotel by Mogul Hospitality Partners (“Mogul”). A part of the arrangement was that up to $2.5 Million in Transient Occupancy Tax (“TOT”) generated from the hotel was to be put into an escrow account with Wells Fargo Bank. The agreement then allowed Mogul to withdraw from the TOT escrow account of an amount that would give them an annual 9 percent return on their cost of development.

Mogul is currently refinancing their outstanding debt from the development of the hotel with Western Alliance Bank (“WAB”) and will transfer the escrow account from Wells Fargo Bank to WAB. The refinance requires the City to execute the Estoppel Certificate and for the Finance Authority to execute Escrow, both of which the City is required to cooperate under the original financing arrangements under Resolution No. 7838 and Finance Authority Resolution No. 1. The execution of the Estoppel Certificate and Escrow will have no effect on the City with respect to

the original arrangement for the development of the Marriott Courtyard Hotel.

FISCAL IMPACT:

None.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. City Acknowledgment and Estoppel Certificate

2. Escrow Agreement - Mogul Hospitality Partners
4857-1294-1404.1

CITY ACKNOWLEDGEMENT AND ESTOPPEL CERTIFICATES
This City Acknowledgment and Estoppel Certificate dated this ____ day of __________, 2023 (this “Agreement”), is made by the CITY OF HAWTHORNE (the “City”) to and for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation (“WAB”), and MOGUL HOSPITALITY PARTNERS – HAWTHORNE, LLC, a Delaware limited liability company (“Developer”).

RECITALS
A. The City sold to Developer that certain real property consisting of nine (9) parcels of real property containing approximately 4.2 acres (the “Developer Property”) for the construction and operation of a hotel and related amenities (the “Project”); B. In connection with the sale of the Developer Property from the City to Developer, the City and the Developer entered into: (i) the Public Parking and Utility Easements and Covenants, Conditions and Restrictions dated December 14, 2017, and recorded in the Official Records Recorder’s Office, Los Angeles County, California (the “Land Records”) on January 13, 2018 as Instrument No. 2018006162 (the “Public Parking Easement”), and (ii) the Hotel Parking Lot Easement and Covenants, Conditions and Restrictions dated December 14, 2017, and recorded in the Land Records on January 3, 2018 as Instrument No. 20180006163 (the “Hotel Parking Easement”).

C. In order to incentivize Developer to construct the Project, the Developer asked, and the City agreed, to apply a portion of transient occupancy tax revenues to be received by the City that will be generated by the Project and the Developer Property, which may be paid into an escrow account and released by an escrow agent, which is not the City, the Finance Authority of Hawthorne, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”) or the Developer or any affiliate thereof, to Developer or if applicable, a Lender as permitted herein.

D. Since transient occupancy tax revenues are general fund revenues of the City, the City is unable to directly pledge any of such amounts, however the City may apply such revenues if payments are structured through a lease financing that satisfies the lease exception to the constitutional debt limitation.

E. The City entered into a lease financing, payable from the City’s general fund, to assist in the financing of the Project, but limited to a portion of the transient occupancy tax revenues to be received by the City that will be generated by the Project and the Developer Property.

F. Pursuant to that certain Site and Facility Lease, dated as of August 30, 2016 (the “Site and Facility Lease”), the City leased certain facilities more particularly described therein (collectively, the “Property”) to the Authority.

G. Pursuant to that certain Lease Agreement, dated as of August 30, 2016 (as amended, the “Lease Agreement”), the Authority leased the Property back to the City. 2 4857-1294-1404.1
H. Pursuant to that. certain Assignment Agreement dated August 30, 2016 (the “Assignment Agreement”), the Authority assigned its rights to enforce the lease payments under the Leased Agreement to Developer, and the Assignment Agreement requires that such payments be deposited in an escrow account and held by an escrow agent.

I. The Developer, Authority, and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”) previously executed the Escrow Agreement dated October 16, 2018, naming Wells Fargo as escrow agent thereunder (the “Original Escrow Agreement”), which is being terminated by the parties thereto.

J. Western Alliance Bank, an Arizona corporation, as lender, (“Lender”) has made a loan or loans to Developer for the refinancing of the Project and other purposes (collectively, the “Loan”), and Developer has executed and delivered to Lender that certain Collateral Assignment of Assignment Agreement and Escrow Agreement dated March 31, 2023, and recorded in the Land Records on April 7, 2023, as Instrument No. 20230222751, assigning Developer’s rights in and to the Assignment Agreement and the Original Escrow Agreement in connection therewith, among other loan documents evidencing and securing the Loan (collectively, the “Loan Documents”).

K. In connection with the Loan, the parties have requested that Wells Fargo transfer the existing Escrow Property (defined in the Original Escrow Agreement) to WAB, as escrow agent, effective approximately on the date hereof.

L. The parties have requested that WAB, as escrow agent, hold and disburse the Lease Payments (defined in the Lease Agreement) in accordance with that certain Escrow Agreement, by and among WAB, as escrow agent, the Authority, and Developer (the “Escrow Agreement”).

NOW, THEREFORE, the City agrees as follows:

1. City Acknowledgement. City acknowledges and consents to: (i) the termination of the Original Escrow Agreement, (ii) execution of the Escrow Agreement and transfer of the escrowed funds from Wells Fargo to WAB, as escrow agent, and (iii) the collateral assignment of Developer’s rights in and to the Original Escrow Agreement and the Escrow Agreement, respectively.

2. Lease Payments. The City shall deposit Lease Payments (as defined in the Lease Agreement) into the account referenced on Exhibit A to the Escrow Agreement, in accordance with and as required by the Lease Agreement.

3. Estoppel Certificates. The City certifies the following with the understanding that WAB, as lender, is relying on the certifications contained herein. (a) Each of the Public Parking Easement and Hotel Parking Easement (collectively, the “Easements”) are in full force and effect and have not been modified or amended in any way, and no Easement nor any interest in an Easement has been assigned by the City.
3 4857-1294-1404.1
(b) City not given Developer notice of any uncured violation of any Easement and City is not, and to City's knowledge Developer is not, in default under any of the terms, conditions, provisions or agreements of any Easement.
(c) Any construction or other work required to be completed by the City, and to the City’s knowledge, by Developer, has been completed. (d) City has no right of first offer, right of first refusal or other right to purchase the fee interest in the Project from the Developer.

4. Notices. Any notices to be sent by the City to WAB, as escrow agent under the Escrow Agreement, or as “Lender” under the Lease Agreement, shall be delivered to the address below, in accordance with Section 4.3 of the Escrow Agreement:

Bridge Bank, a division of Western Alliance Bank
Attention: Daren Di Nicola
3601 Minnesota Drive, Suite 800
Edina, Minnesota 55435
Phone: (323) 559-8096
Email: [email protected]; [email protected] With a copy to: [email protected] for claims related correspondence.

With a copy to:

Western Alliance Bank
Attention: Legal Department
1 E. Washington Street, Suite 1400
Phoenix, AZ 85004
Email: [email protected]

5. General Provisions.
(a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns.
(b) Controlling Law. This Agreement is made and entered into under, and shall be construed according to, the laws of the State of California. (c) WAIVER OF JURY TRIAL. EACH PARTY, TO THE MAXIMUM

EXTENT PERMITTED BY LAW, WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY

ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR

RELATING TO, THIS AGREEMENT AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY

ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. Each party to this Agreement intends and agrees that the immediately preceding provision, in which such party waives their rights to a jury trial (the “Jury Waiver”), is valid and shall be given effect. If, however, notwithstanding the submission 4 4857-1294-1404.1
to jurisdiction set forth in the Loan Documents (and without intending hereby to waive such submission to jurisdiction or to agree or otherwise consent to the application of the laws of the State of California to any matter arising out of, in connection with or relating to this Agreement and the other Loan Documents), any action or proceeding is filed and maintained in a court of the State of California by or against any such party in connection with any of the transactions contemplated by this Agreement or any document related hereto, and if, in that action or proceeding the Jury Waiver is held to be invalid or unenforceable for any reason, each party to this Agreement agrees that, pursuant to California Code of Civil Procedure Section 638, et seq. (collectively, “Section 638”) the following shall apply as the sole method for dispute resolution: (a) such party shall move the court to appoint one referee to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at WAB’s option, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court; (b) such party shall base the request upon the fact that they are parties to a written contract that provides that any controversy arising therefrom shall be heard by a referee, and such party intends that this Section create a reference agreement within the meaning of Section 638; (c) such party shall confer in good faith and seek to agree with the other parties upon a referee and move that such person be appointed, and if the parties are unable to agree upon the person who shall serve as referee within 30 days following the filing of the complaint, then each party shall submit to the court within 30 days thereafter up to three nominees for appointment as referee and shall move the court to appoint one person from among the nominees against whom there is no legal objection; provided, that each person nominated by a party must either be (i) a former or retired judge with experience adjudicating commercial cases, or (ii) an attorney with at least 10 years of experience litigating commercial disputes; and (d) Developer shall be responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (d) Execution and Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart thereof.
(e) Authority. The City has authority to enter into this Agreement and has taken all necessary actions to authorize its execution.
(SIGNATURES ON FOLLOWING PAGES)
4857-1294-1404.2
CITY:

CITY OF HAWTHORNE,
a California municipal corporation
By: ________________________________
VONTRAY NORRIS, City Manager
4878-6370-7738.3

ESCROW AGREEMENT
This Escrow Agreement dated this ____ day of __________, 2023 (this “Escrow Agreement”), is entered into by and among MOGUL HOSPITALITY PARTNERS – HAWTHORNE, LLC, a Delaware limited liability company (“Developer”), the FINANCE AUTHORITY OF HAWTHORNE, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California, as assignor (the “Authority”), and WESTERN ALLIANCE BANK, an Arizona corporation, as escrow agent (the “Escrow Agent”). Developer and the Authority are referred to herein as the “Parties,” and each individually, a “Party.”

RECITALS
A. The City of Hawthorne (the “City”) sold to Developer that certain real property consisting of nine (9) parcels of real property containing approximately 4.2 acres (the “Developer Property”) for the construction and operation of a hotel and related amenities (the “Project”); B. In order to incentivize Developer to construct the Project, the Developer asked, and the City agreed, to apply a portion of transient occupancy tax revenues to be received by the City that will be generated by the Project and the Developer Property which may be paid into an escrow account and released by an escrow agent, which is not the City, the Authority or the Developer or any affiliate thereof, to Developer; and if applicable, a Lender as permitted herein.

C. Since transient occupancy tax revenues are general fund revenues of the City, the City is unable to directly pledge any of such amounts, however the City may apply such revenues if payments are structured through a lease financing that satisfies the lease exception to the constitutional debt limitation.

D. The City entered into a lease financing, payable from the City’s general fund, to assist in the financing of the Project, but limited to a portion of the transient occupancy tax revenues to be received by the City that will be generated by the Project and the Developer Property.

E. Pursuant to that certain Site and Facility Lease, dated as of August 30, 2016 (the “Site and Facility Lease”), the City leased certain facilities more particularly described therein (collectively, the “Property”), to the Authority.

F. Pursuant to that certain Lease Agreement, dated as of August 30, 2016 (as amended, the “Lease Agreement”), the Authority leased the Property back to the City.

G. Pursuant to that. certain Assignment Agreement dated August 30, 2016 (the “Assignment Agreement”), the Authority assigned its rights to enforce the lease payments under the Leased Agreement to Developer, and the Assignment Agreement requires that such payments be deposited in an escrow account and held by an escrow agent.

H. The Developer, Authority, and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”) previously executed the Escrow Agreement dated October 2 4878-6370-7738.3
16, 2018, naming Wells Fargo as escrow agent thereunder, which is being terminated as of the date hereof.

I. Western Alliance Bank, an Arizona corporation, as lender, (“Lender”) has made a loan or loans to Developer for the refinancing of the Project (collectively, the “Loan”), and Developer has executed and delivered to Lender that certain Collateral Assignment of Assignment Agreement and Escrow Agreement in connection therewith, among other loan documents evidencing and securing the Loan (collectively, the “Loan Documents”).

J. In connection with the Loan, the Parties have requested that Wells Fargo transfer the existing Escrow Property (defined below) to Escrow Agent effective as of the date hereof.

K. The Parties have requested that Escrow Agent hold and disburse the lease payments in accordance with this Escrow Agreement.

In consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:

ARTICLE 1

ESCROW DEPOSIT
Section 1.1. Lease Payments. On each Lease Payment Date (as defined in the Lease Agreement), the Authority will cause the City to make the Lease Payments into the account set forth on Exhibit A attached hereto (the “Escrow Account”) in accordance with the requirements of the Lease Agreement in immediately available funds. The Parties shall notify the Escrow Agent of the timing of the Escrow Payments made into the Escrow Account. Escrow Agent shall not be responsible for determining whether or not such payment is proper under the Lease Agreement.

Amounts deposited into the Escrow Account from time to time are referred to herein as the “Escrow Property.” The Escrow Property will be held in trust by Escrow Agent and shall only be disbursed as provided in this Escrow Agreement.

Section 1.2. Investments.
(a) The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any investment income thereon as set forth in Exhibit B hereto, or as set forth in any subsequent written instruction signed by Developer and the Authority. Any investment earnings and income on the Escrow Property shall become part of the Escrow Property, and shall be disbursed in accordance with Section 1.3 of this Escrow Agreement. (b) The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss that may result from any investment or sale of investment made pursuant to this Escrow Agreement.

The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third 3 4878-6370-7738.3
person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (c) The Parties agree that the confirmations of permitted investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Parties may obtain confirmations at no additional cost upon written request.
(d) Notwithstanding the foregoing, in lieu of paper statements, such reports may be made available to Developer and Authority through the Bridge Bank Gateway Portal (“Gateway”) to the persons specified on Exhibit C-1 or Exhibit C-2 to this Agreement, subject to acceptance of the standard Gateway terms and conditions of usage. Delivery of any report or other statement by Escrow Agent via Gateway in lieu of physical delivery shall be deemed to constitute compliance with the delivery requirements hereunder.

Section 1.3. Disbursements. The Escrow Agent shall disburse the amounts from time-to-time on deposit in the Escrow Property as follows:
(a) Escrow Claims.
(1) Developer shall deliver a written request to the City and the Escrow Agent for a disbursement of funds from the Escrow Account in the amount of the NOI Shortfall (as defined in the Lease Agreement) which request shall include (i) Developer’s calculation of the NOI Shortfall, together with financial statements supporting such calculation, and (ii) a certification that the Developer has met the conditions set forth in Section 5 of the Assignment Agreement in the form attached as Exhibit D (the “Withdrawal Notice”). A Withdrawal Notice may be delivered at any time after the date hereof and may be delivered on monthly intervals. (2) Within ten business (10) days of the delivery of the Withdrawal Notice, Escrow Agent shall distribute to Developer an amount equal to the lesser of (A) the amount of the Escrow Property, and (B) the amount of NOI Shortfall specified in the Withdrawal Notice, unless, within such ten (10) business day period, the City shall have delivered written notice to Escrow Agent and Developer that the City disputes the calculation of the NOI Shortfall and/or the satisfaction of one or more of the conditions to the disbursement thereof set forth in the Assignment Agreement, which notice shall include a reasonably detailed description of the City’s reasoning for such dispute (the “Authority Objection Notice”). In the event the City disputes the amount of the NOI Shortfall, the City shall include in the Authority Objection Notice the Authority’s calculation of the NOI Shortfall and the amount calculated by the City (the “City Shortfall Amount”) shall, unless the City has identified in the Authority Objection Notice additional conditions which the City disputes as having been satisfied, be distributed to Developer. (3) The difference between the NOI Shortfall specified in the Withdrawal Notice and the City Shortfall Amount, or the entire NOI Shortfall if the City indicates conditions for disbursement under the Assignment Agreement are not met, is referred to herein as the “Disputed Amount.” Escrow Agent shall not distribute the Disputed Amount until Escrow Agent receives Joint Direction from the Authority and Developer. For the purpose of this Escrow 4 4878-6370-7738.3
Agreement, a “Joint Direction” means written instructions executed by Developer and the Authority directing the Escrow Agent to disburse all or a portion of the Escrow Property or to take or refrain from taking an action pursuant to this Escrow Agreement. (4) Escrow Agent shall also distribute the Escrow Property pursuant to any Joint Direction given by the Parties.

Section 1.4. Security Procedure For Funds Transfers. The Escrow Agent may confirm wire instructions set forth on a Withdrawal Notice or otherwise provided by the Parties by telephone call-back to an Authorized Person specified on Exhibit E-1 or Exhibit E-2 at the telephone number for such Authorized Person, or such individual(s) designated by an Authorized Person specifically to confirm funds transfer instructions or payment information via telephone call-back (“Authorized Confirmation Individual”) specified on Exhibit E-1 or Exhibit E-2 at the telephone number for such Authorized Confirmation Individual. Once delivered to the Escrow Agent, Exhibit E-1 or Exhibit E-2 may be revised or rescinded only by a writing signed by an Authorized Person of the delivering Party. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Exhibit E-1 or Exhibit E-2 or a rescission of an existing Exhibit E-1 or Exhibit E-2 is delivered to the Escrow Agent by an entity that is a successor-in-interest to such Party, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the Authorized Person under this Escrow Agreement.

The Parties understand that the Escrow Agent’s inability to receive or confirm funds transfer instructions pursuant to the security procedure set forth in this Section 1.4 may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay.

Section 1.5. Income Tax Allocation and Reporting.
(a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as income of the Authority, whether or not such income was disbursed during such calendar year.
(b) Prior to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers, if applicable, by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property.
(c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from interest and other income from the investment of the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the 5 4878-6370-7738.3
Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
(d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and /or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

ARTICLE 2

DUTIES OF THE ESCROW AGENT
Section 2.1. Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement except for the Escrow Agent’s breach of this Agreement or own willful misconduct or gross negligence. The Escrow Agent shall neither he responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

Section 2.2. Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed by Developer as set forth in Section 3.1 for any and all reasonable and documented compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

Section 2.3. Reliance. The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of the Parties or their respective agents, 6 4878-6370-7738.3
representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this Escrow Agreement, the Parties shall deliver to the Escrow Agent Exhibit E-1 and Exhibit E-2, which contain authorized signer designations in Part I thereof (each such person an “Authorized Person”).

Section 2.4. Right Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.

Section 2.5. No Financial Obligation. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

ARTICLE 3

PROVISIONS CONCERNING THE ESCROW AGENT
Section 3.1. Indemnification. The Parties, severally and not jointly, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable and documented attorneys’ fees and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the breach of this Agreement or willful misconduct or gross negligence of the Escrow Agent, in which case the Escrow Agent shall repay all amounts previously paid to it pursuant to this Section 3.1 with respect to the applicable loss, liability, cost, damage, or expense. The provisions of this Section 3.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. The Parties agree that any amount due to Escrow Agent as provided in this Escrow Agreement will be paid by Developer.

Section 3.2. Limitation of Liability. THE ESCROW AGENT SHALL NOT BE LIABLE.

DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING

OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES

OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL

MISCONDUCT, OR (II) SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL

DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT

LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

Section 3.3. Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and 7 4878-6370-7738.3
expenses to which the Escrow Agent is entitled through the date of removal. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.

Section 3.4. Compensation. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid by Developer. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, nonreimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, nonreimbursed expenses and unsatisfied indemnification rights from the Escrow Property.

Section 3.5. Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the Parties concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. Any such court order or arbitration decision shall be accompanied by a written instrument of the presenting Party certifying that such court order or arbitration decision is final, non-appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent shall be entitled to conclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.
8 4878-6370-7738.3
Section 3.6. Merger or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

Section 3.7. Attachment of Escrow Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Section 3.8. Force Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

ARTICLE 4

MISCELLANEOUS
Section 4.1. Successors and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld); provided, in the event Developer’s interest in the Developer Property is transferred to a third party, and the rights under the Assignment Agreement are transferred in connection therewith, Developer’s rights and obligations under this Agreement will also be transferred to such third party without the consent of any other party.

Section 4.2. Escheat. The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow 9 4878-6370-7738.3
Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.

Section 4.3. Notices. All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) on the day of transmission if sent by electronic mail (“e-mail”) to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five (5) Business Days after the date such notice is deposited in the United States mail. For the purpose of this Escrow Agreement, “Business Day” shall mean any day other than a Saturday, a Sunday, a federal or state holiday, and any other day on which the Escrow Agent is closed. If notice is given to a party, it shall be given at the address for such party set forth below.

It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

If to Developer:

Mogul Hospitality Partners - Hawthorne, LLC
210 East Main Street, Suite 109
Midway, Utah 84049
Attention: Brad Wagstaff
Facsimile: [____________]
Email: [email protected]
If to the Authority:

Finance Authority of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250-4404
Attention: Executive Director
Facsimile: [____________]
Email: [____________________]
If to the Escrow Agent:

Bridge Bank, a division of Western Alliance Bank
Attention: Daren Di Nicola
3601 Minnesota Drive, Suite 800
Edina, Minnesota 55435
Phone: (323) 559-8096
Email: [email protected]; [email protected] With a copy to: [email protected] for claims related correspondence. 10 4878-6370-7738.3
With a copy to:

Western Alliance Bank
Attention: Legal Department
1 E. Washington Street, Suite 1400
Phoenix, AZ 85004
Email: [email protected]
Section 4.4. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 4.5. Entire Agreement. This Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to the Escrow Property.

Section 4.6. Amendment. This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.

Section 4.7. Waivers. The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

Section 4.8. Headings. Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

Section 4.9. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The exchange of copies of this Escrow Agreement and of signature pages by facsimile or by electronic image scan transmission in .pdf format shall constitute effective execution and delivery of this Escrow Agreement as the Parties and the Escrow Agent and may be used in lieu of the original Escrow Agreement for all purposes.

Section 4.10. Trial by Jury. EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY

LAW, WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR

PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS

AGREEMENT AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. Each party to this Escrow Agreement intends and agrees that the immediately preceding provision, in which such party waives their rights to a jury trial (the “Jury Waiver”), is valid and shall be given effect. If, however, notwithstanding the submission to jurisdiction set forth in the Loan Documents (and 11 4878-6370-7738.3
without intending hereby to waive such submission to jurisdiction or to agree or otherwise consent to the application of the laws of the State of California to any matter arising out of, in connection with or relating to this Escrow Agreement and the other Loan Documents), any action or proceeding is filed and maintained in a court of the State of California by or against any such party in connection with any of the transactions contemplated by this Escrow Agreement or any document related hereto, and if, in that action or proceeding the Jury Waiver is held to be invalid or unenforceable for any reason, each party to this Escrow Agreement agrees that, pursuant to California Code of Civil Procedure Section 638, et seq. (collectively, “Section 638”) the following shall apply as the sole method for dispute resolution: (a) such party shall move the court to appoint one referee to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at Escrow Agent’s option, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court; (b) such party shall base the request upon the fact that they are parties to a written contract that provides that any controversy arising therefrom shall be heard by a referee, and such party intends that this Section create a reference agreement within the meaning of Section 638; (c) such party shall confer in good faith and seek to agree with the other parties upon a referee and move that such person be appointed, and if the parties are unable to agree upon the person who shall serve as referee within 30 days following the filing of the complaint, then each party shall submit to the court within 30 days thereafter up to three nominees for appointment as referee and shall move the court to appoint one person from among the nominees against whom there is no legal objection; provided, that each person nominated by a party must either be (i) a former or retired judge with experience adjudicating commercial cases, or (ii) an attorney with at least 10 years of experience litigating commercial disputes; and (d) Developer shall be responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

Section 4.11. Publication; Disclosure. By executing this Escrow Agreement, the Parties and the Escrow Agent acknowledge that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that such information needs to be protected from improper disclosure, including the publication or dissemination of this Escrow Agreement and related information to individuals or entities not a party to this Escrow Agreement. The Parties further agree to take reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained therein, including, without limitation, the redaction of the manual signatures of the signatories to this Escrow Agreement, or, in the alternative, publishing a conformed copy of this Escrow Agreement.

If a Party must disclose or publish this Escrow Agreement or information contained therein pursuant to any regulatory, statutory, or governmental requirement, as well as any judicial, or administrative order, subpoena or discovery request, it shall notify in writing the other Party and the Escrow Agent at the time of execution of this Escrow Agreement of the legal requirement to do so; it being acknowledged that the Authority is required to make disclosures under applicable law (including the California Records Act) and any Party would be subject to disclosure as required by a future court order. If any Party becomes aware of any threatened or actual unauthorized disclosure, publication or use of this Escrow Agreement, that Party shall promptly notify in writing the other Parties and the Escrow Agent and shall be liable for any unauthorized release or disclosure.
12 4878-6370-7738.3
ARTICLE 5

QUALIFIED MORTGAGEE
Section 5.1. Mortgagee Provisions. From and after the time that the Loan has been repaid in full and Lender is no longer a Qualified Mortgagee (as defined below), Developer may assign its right, title and interest under this Agreement, including, without limitation, the respective rights, if any, to receive the Escrow Property, to another third party mortgage lender (the “Qualified Mortgagee”) which has made a loan to Developer in connection with the Project and has provided notice of such loans to the Authority and Escrow Agent. Each party acknowledges as of the date hereof, that Lender is a Qualified Mortgagee, is entitled to the benefits of this Article 5, and the rights of Qualified Mortgagee under this Article 5 are exclusive to Lender until the Loan is repaid.

Section 5.2. Notices. Upon delivering any notice, demand or other communication pursuant to the provisions of this Escrow Agreement, the Authority and Escrow Agent, as applicable, shall simultaneously deliver copies of such notice to the Qualified Mortgagee at the address specified in a written notice from such Qualified Mortgagee. No notice delivered to Escrow Agent, the Authority or Developer shall be effective unless a copy of such notice has been received by the Qualified Mortgagee in accordance with the immediately preceding sentence. The Qualified Mortgagee shall have the right to remedy a default, or cause the same to be remedied within such time as may be reasonably required provided that the Qualified Mortgagee promptly commences such cure and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, so long as Lender is a Qualified Mortgagee, Escrow Agent’s requirement to deliver notice to Lender, as Qualified Mortgagee under this Section 5.2, shall be waived.

Section 5.3. Right to Cure. The Qualified Mortgagee shall have the right to act for and in the place of Developer, to the extent permitted by the applicable mortgage or otherwise agreed to by Developer, in writing. The Authority or Escrow Agent, as applicable, shall accept performance by or on behalf of the Qualified Mortgagee as if Developer, as applicable, had performed the same.

The Qualified Mortgagee shall have the right to appear in a legal action or proceeding on behalf of Developer in connection with this Escrow Agreement.

Section 5.4. Recognition. If requested by Developer, the Authority and Escrow Agent each agrees to execute, acknowledge and deliver to a Qualified Mortgagee, an instrument stating that a third party lender is a “Qualified Mortgagee” entitled to the benefits of this Article 5.

Section 5.5. Amendment. This Escrow Agreement may not be amended, restated, supplemented or otherwise modified without the written consent of the Qualified Mortgagee.

Section 5.6. Collateral. From and after the time that Lender is no longer a Qualified Mortgagee, Developer may pledge its interest in this Agreement and the Assignment Agreement on the terms provided in the Assignment Agreement.
[The remainder of this page left intentionally blank.]
S-1
4878-6370-7738.3
IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.

DEVELOPER:

MOGUL HOSPITALITY PARTNERS -
HAWTHORNE, LLC, a Delaware limited
liability company
By: Mogul Capital, LLC, a Utah limited liability
company, its Manager
By:

Bradley Wagstaff
Its: Manager
[Signature Pages Continue on Following Pages]
S-1
4878-6370-7738.3
AUTHORITY:

FINANCE AUTHORITY OF
HAWTHORNE, as Lessee
By:

Print Name:

Title:

Attest:
_____________ Secretary
[Signature Pages Continue on Following Page]
S-1
4878-6370-7738.3
ESCROW AGENT:

WESTERN ALLIANCE BANK, an Arizona
corporation
By:

Daren Di Nicola, Senior Vice President
4878-6370-7738.3
EXHIBIT A-1

ESCROW ACCOUNT & WIRE INSTRUCTIONS
ABA/Routing Number:

Bank Name:

Account Name: Western Alliance Bank as Escrow Agent for

Account Number:
4878-6370-7738.3

EXHIBIT B

INVESTMENT DIRECTION
(Please select one option below)
[ ] The Parties authorize and direct the Escrow Agent to invest the Escrow Fund, pursuant to this Escrow Agreement, into a Western Alliance Interest Bearing Account (“Interest Bearing Account”).
[ ] The Parties authorize and direct the Escrow Agent to hold un-invested the Escrow Fund pursuant to this Escrow Agreement, into a Western Alliance Non Interest Bearing Deposit Account.

Both the Interest Bearing Account and the Non Interest bearing Account are insured by the Federal Deposit Insurance Corporation, to the standard maximum deposit insurance amount, (including principal and interest), for all deposits held in the same ownership capacity with the Escrow Agent.

The Interest-Bearing Account has monthly withdrawal/disbursement restrictions of a maximum of six (6) per month and in the event the maximum is reached in any one calendar month, the funds will be moved to a Western Alliance non-interest bearing deposit option until the beginning of the following month. Deposits shall in all instances be subject to the Escrow Agent’s standard funds availability policy.

EXHIBIT C-1
GATEWAY ACCESS:

The Developer instructs the Escrow Agent to grant certain authorized individuals access to information through Gateway as further detailed below. Each authorized individual must agree to comply with the Gateway terms and conditions and any other provisions required by the Escrow Agent to access Gateway. Developer must provide written notice to Escrow Agent to change or remove any access previously authorized or granted. All authorized individuals will be granted full access to Gateway unless partial access (e.g. access to statements and payment reports) is specifically requested below.

List of authorized individuals:

Name Title Email Address
Contact Phone
Number
If partial
access,
specify below
4878-6370-7738.3
EXHIBIT C-2
GATEWAY ACCESS:

The Authority instructs the Escrow Agent to grant certain authorized individuals access to information through Gateway as further detailed below. Each authorized individual must agree to comply with the Gateway terms and conditions and any other provisions required by the Escrow Agent to access Gateway. Authority must provide written notice to Escrow Agent to change or remove any access previously authorized or granted. All authorized individuals will be granted full access to Gateway unless partial access (e.g. access to statements and payment reports) is specifically requested below.

List of authorized individuals:

Name Title Email Address
Contact Phone
Number
If partial
access,
specify below
4878-6370-7738.3

EXHIBIT D

FORM WITHDRAWAL NOTICE
The undersigned Developer hereby acknowledges and agrees that all of the conditions of Section 5 of that certain Assignment Agreement, dated August 30, 2016, by and between the undersigned and the Authority, are satisfied, and the Developer further authorizes and instructs Western Alliance Bank, as Escrow Agent, to wire [$X] from the Escrow Funds to [X] in accordance with the wire instructions set forth below. Capitalized terms not defined herein shall have the meanings set forth in the Escrow Agreement dated [_____________, 2023] by and among the Parties and Western Alliance Bank, as Escrow Agent.

Beneficiaries Name: _________________________________
Beneficiaries Address: ________________________________ Receiving Bank ABA: _________________________________
Beneficiaries Account #: ________________________________ DEVELOPER:

MOGUL HOSPITALITY PARTNERS -
HAWTHORNE, LLC, a Delaware limited
liability company
By: Mogul Capital, LLC, a Utah limited
liability company, its Manager
By: _____________________________
Bradley Wagstaff, Manager
4878-6370-7738.3
EXHIBIT E-1
Developer certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit E-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Developer.

NOTICE: The security procedure contained in Section 1.4 of the Escrow Agreement will not be used to detect errors in the funds transfer instructions given by Developer. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account number, payment may be made on the basis of the account number even if it identifies a person different from the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important that Developer take such steps as it deems prudent to ensure that there are no such inconsistencies in the funds transfer instructions it sends to the Escrow Agent.

Part I
Name, Title, Telephone Number, Electronic Mail (“e-mail”) Address and specimen signatures shown below are the specimen signatures of Developer under the Escrow Agreement to which this Exhibit is attached, who are authorized to initiate and approve transactions of all types for the abovementioned account on behalf of Developer (“Authorized Persons”).

Name Title Email Address Signature Contact
Number
4878-6370-7738.3
Part II
The below are the persons designated to confirm funds transfer instructions (“Authorized Confirmation Individuals”) as designated by an Authorized Person of Developer under the Escrow Agreement to which this Exhibit is attached, who are authorized to confirm funds transfer instructions or payment information updates:

Name Title Call Back Number
Dated this _____ day of _________________, 20______.

By
Name:

Title:
4878-6370-7738.3
EXHIBIT E-2
The Authority certify that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit E-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of the Authority.

NOTICE: The security procedure contained in Section 1.4 of the Escrow Agreement will not be used to detect errors in the funds transfer instructions given by the Authority. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account number, payment may be made on the basis of the account number• even if it identifies a person different from the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important that the Authority take such steps as they deem prudent to ensure that there are no such inconsistencies in the funds transfer instructions either may send to the Escrow Agent.

Part I
Name, Title, Telephone Number, Electronic Mail (“e-mail”) Address and specimen signatures shown below are the specimen signatures of Authority under the Escrow Agreement to which this Exhibit is attached, who are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Authority (“Authorized Persons”).

Name Title Email Address Signature Contact
Number
4878-6370-7738.3
Part II
The below are the persons designated to confirm funds transfer instructions (“Authorized Confirmation Individuals”) as designated by an Authorized Person of Authority under the Escrow Agreement to which this Exhibit is attached, who are authorized to confirm funds transfer instructions or payment information updates:

Name Title Call Back Number
Dated this _____ day of _________________, 20______.

By
Name:

Title:
4878-6370-7738.3

EXHIBIT F

FEES OF ESCROW AGENT
Acceptance fee Waived
A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing.

Annual administration fee $3,500.00
An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; cash management transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the parties. The administration fee is payable annually in advance per escrow account established. The first installment of the administrative fee is payable at closing.

Out-of-pocket expenses At cost
Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Western Alliance Bank.

Extraordinary services Standard rate
The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Western Alliance Bank’s rates for such services in effect at the time the expense is incurred. The review of complex tax forms, including by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services.

Assumptions
This proposal is based upon the following assumptions with respect to the role of escrow agent:
• Number of escrow accounts to be established: One (1)
• Amount of escrow: $2,500,000.00
• Term of escrow: Approximately forty (40) years
• Number of tax reporting parties: One (1)
• Number of parties to the transaction: Three (3) including the Escrow Agent • Number of cash transactions (deposits/disbursements): No more than twelve (12) deposits per calendar year
• There will be a $100 fee per disbursement from the escrow account • Fees quoted assume all transaction account balances will be held uninvested or invested in select Western Alliance Bank deposit products.
4878-6370-7738.3
• Disbursements shall be made only to the parties specified in the agreement. Any payments to other parties are at the sole discretion and subject to the requirements of Western Alliance Bank and shall be considered extraordinary services.

Terms and conditions
• The recipient acknowledges and agrees that this proposal does not commit or bind Western Alliance Bank to enter into a contract or any other business arrangement, and that acceptance of the appointment described in this proposal is expressly conditioned on (1) compliance with the requirements of the USA Patriot Act of 2001, described below, (2) satisfactory completion of Western Alliance Bank’s internal account acceptance procedures, (3) Western Alliance Bank’s review of all applicable governing documents and its confirmation that all terms and conditions pertaining to its role are satisfactory to it and (4) execution of the governing documents by all applicable parties.
• Should this transaction fail to close or if Western Alliance Bank determines not to participate in the transaction, any acceptance fee and any legal fees and expenses may be due and payable. • Legal counsel fees and expenses, any acceptance fee and any first year annual administrative fee are payable at closing.
• Any annual fee covers a full year or any part thereof and will not be prorated or refunded in a year of early termination.
• Should any of the assumptions, duties or responsibilities of Western Alliance Bank change, Western Alliance Bank reserves the right to affirm, modify or rescind this proposal. • The fees described in this proposal are subject to periodic review and adjustment by Western Alliance Bank.
• Invoices outstanding for over 30 days are subject to a 1.5% per month late payment penalty. • This fee proposal is good for 90 days.

Important information about identifying our customers
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual, corporation, partnership, trust, estate or other entity recognized as a legal person)for whom we open an account.

What this means for you: Before we open an account, we will ask for your name, address, date of birth (for individuals), TIN/EIN or other information that will allow us to identify you or your company. For individuals, this could mean identifying documents such as a driver’s license. For a corporation, partnership, trust, estate or other entity recognized as a legal person, this could mean identifying documents such as a Certificate of Formation from the issuing state agency.

AGENDA ITEM NO. 13

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Betty Ainsworth Gymnasium Roof Replacement Project (Project #23-03) - Out to Rebid RECOMMENDED MOTION:

Staff Recommends that the City Council approve the Plans and Specifications and authorize the Director of Public Works to re-advertise for construction bids with a return date of August 8th, 2023.

DISCUSSION:

The project includes providing all required services, labor, materials, permits, insurance, tools, and equipment necessary to successfully and safely replace the roof over the Gymnasium at the Betty Ainsworth Sports Center. This project specifically focuses on replacing the roof system, which encompasses approximately 13,200 square feet of metal roof. The scope of work includes the removal and disposal of the current roofing system, which may involve removing or replacing existing sheet metal, metal trim, siding, insulation, and the gutter system. Additionally, the project entails inspecting and making any necessary repairs to the deck. Other tasks involve cutting, caulking, sealing, patching, and cleaning as needed.

The project was initially approved for advertisement during the City Council meeting on April 25th, 2023.

However, no bids were received by May 23rd, 2023. In light of this, the Public Works department will reassess the bid proposal, make any necessary modifications, and advertise the project again, with a new deadline of August 8th, 2023.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

This roof rehabilitation project at our community center gym can contribute to our economic strategic plan in several ways. For example, a functional and well-maintained roof ensures the uninterrupted use of the community center gym for various activities such as dance classes, youth sports, karate, gymnastics,

and non-profit meetings. This contributes to the continuity of these services, which are essential for the community's well-being and engagement. By maintaining a reliable facility, the community center can continue to attract participants and generate revenue from program fees or facility rentals.

A roof rehabilitation project demonstrates the commitment to maintaining a safe and inviting space for activities. This can enhance the overall appeal of the community center gym, potentially increasing its utilization. As more individuals and groups utilize the facility, it can lead to increased participation and revenue generation. The increased footfall can also have a positive impact on local businesses, such as nearby restaurants, cafes, or shops, as visitors may utilize these services before or after their activities at the community center.

By investing in a roof rehabilitation project at a community center gym, the city can contribute to its economic strategic plan by ensuring the continuity of services, increasing facility utilization, enhancing reputation, supporting non-profit organizations, and fostering partnerships. These efforts can have a positive impact on revenue generation, community engagement, and the overall economic well-being of our City.

FISCAL IMPACT:

None. The project cost will be funded through a Specified Grant from the Budget Act of 2022 from the State of California Department of Parks and Recreation NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Notice of Inviting Bids
i

CITY OF HAWTHORNE

NOTICE INVITING BIDS
(A Cash Contract)
Pursuant to statute and to the authorization by the City Council of the City of Hawthorne, California, and on file in the office of the City Clerk of said city, notice is hereby given that sealed proposals will be received by the City Clerk of the City of Hawthorne, California in the City Clerk’s office in City Hall, 4455 W. 126th Street, Hawthorne, CA 90250, until 4:00 P.M. on TUESDAY, AUGUST 8TH, 2023.

Proposals will be publicly opened and recorded on a Bid List at 4:10 P.M. of the same day in the City Clerk's office.

Bidders, as well as the general public, are invited to view this proceeding.

Proposals will be read at a meeting of the City Council at 6:00 P.M. on TUESDAY, AUGUST 8TH, 2023 for the following:

BETTY AINSWORTH GYMNASIUM ROOF REPLACEMENT PROJECT
(Project # 23-03)
3851 EL SEGUNDO BOULEVARD, HAWTHORNE, CA 90250

SCOPE OF WORK
Provide all services, labor, materials, permits, insurance, tools and equipment needed, in accordance with the Plan, Technical Provisions, and Specifications to successfully and safely complete the replacement of the roof over the Gymnasium at Betty Ainsworth Sports Center located at 3851 W. El Segundo Blvd., Hawthorne, CA 90250.

BASE BID

APPROXIMATE

ITEM QUANTITY DESCRIPTION

1. Betty Ainsworth Installation of specified roof replacement system, plus Lump Sum all aspects of the Project as specified, including warranty and service agreement, for the Betty Ainsworth Gym with an estimated square footage of 13,200 S.F.

CLASSIFICATION CONTRACTORS
Contractors bidding this project must possess a valid State of California "C39” Contractors' License on file with the California Department of Consumer Affairs. The successful bidder shall be licensed as required by law, and consistent with the contract documents, at the time the contract is awarded.

PRE-BID JOB WALK
A pre-bod job walk will be conducted at the Betty Ainsworth Sports Center on WEDNESDAY, July 19th, 2023, at 9:00 a.m. All Bidders shall sign a Sign-In sheet at the job walk. All Bidders’ questions will be answered at this time or by addenda. In addition, Bidders will have the opportunity to tour the proposed improvement and have an opportunity to talk to the City’s Consultant and City’s staff concerning any aspect of the job or the site.

SUBMISSION OF PROPOSALS
ii
Original proposals must be submitted on the blank forms prepared and furnished for that purpose, which may be obtained at the Department of Public Works, Engineering Division (2nd Floor), Hawthorne City Hall, 4455 West 126th Street, Hawthorne, CA 90250, phone (310) 349-2980. Bidders may also obtain copies of the Plans and Specifications for the contemplated work at this same location.

No bid will be considered unless it conforms to the Proposal Requirements and Conditions. The City Council of the City of Hawthorne, also referred to as the City, reserves the right to reject any and all proposals. Bids must be returned in the special envelopes provided, marked "SEALED BIDS," and addressed to the City Clerk.

Each bid shall be accompanied by bid security in the form of a bid bond, cashier’s check, certified check, or in the amount of 10% of the total bid amount. All cashier’s checks or certified checks must be drawn on a responsible bank doing business in the State of California and shall be made payable to the City of Hawthorne. Bid bonds must be issued by an admitted surety insurer licensed to do business in the State of California. Bids not accompanied by the required bid security will be rejected. Personal or company checks are not acceptable unless certified. The City shall return bid security of unsuccessful bidders when the successful bidder (“Contractor”) enters into the Contract with the City.

A list of subcontractors shall be submitted with the bid on the form provided by the City.

Each bidder must supply all information required by the bid documents and specifications.

WAGES AND EQUAL EMPLOYMENT OPPORTUNITY
Pursuant to the provision of Section 1770 through 1780, inclusive, of the Labor Code of the State of California, the City Council has ascertained the general prevailing rate of per diem wages for each craft or type of worker needed to execute the proposed contract, and it will be required that not less than said rates be paid to all such workers employed or engaged in the work.

In addition to the Contractor’s obligations as to minimum wages rates, the Contractor shall abide by all other provisions and requirements stipulated in Sections 1770-1780, inclusive, of the Labor Code of the State of California, including, but not limited to, those dealing with the employment of registered apprentices. The responsibility of compliance with Section 1777.5 of the Labor Code shall be with the prime contractor.

NONDISCRIMINATION
In performance of the terms of this contract, the Contractor shall not engage in, nor permit such subcontractors as he may employ from engaging in, discrimination in employment of persons because of the race, color, place of national origin or ancestry, sex, age, sexual orientation, or religion of such persons.

PERFORMANCE RETENTIONS
The successful bidder will be required to provide for performance security as provided by law. Requirements for performance retentions may be satisfied by deposit or securities specified in Section 16430 of the Government Code, and in accordance with Section 223001 of the Public Contract Code.

DBE REQUIREMENTS
The bidder shall make good faith efforts, as defined in Title 49 of the Code of Federal Regulations, Part 26, and the State of California, Department of Transportation Disadvantaged Business Enterprise (DBE) Program Plan.

The City of Hawthorne established an AADPL of 8.0%. The contractor or subcontractor shall not discriminate on the iii
basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate.

PROJECT INFORMATION
Plans and Specifications are available for purchase at Hawthorne City Hall, Department of Public Works, Engineering Division (second floor), 4455 West 126th Street, Hawthorne, CA 90250 (310) 349-2980
NOTE TO PROSPECTIVE BIDDERS: THE COST OF PLANS AND SPECIFICATIONS IS $50.00 (non-refundable). AN ADDITIONAL $25.00 WILL BE CHARGED IF MAILING IS NECESSARY, OR $50.00 IF FEDERAL EXPRESS MAILING OPTION IS REQUIRED.

If you have questions and/or need clarification regarding this project, please contact German Franco, in the Department of Public Works, Engineering Division, at telephone number (310) 349-2980 or at telephone number (310) 349-2997 or send email to [email protected]

THE CITY OF HAWTHORNE RESERVES THE RIGHT TO REJECT ANY BID OR ALL BIDS AND TO WAIVE ANY INFORMALITY OR IRREGULARITY IN ANY BID. ANY CONTRACT AWARDED WILL BE LET TO THE LOWEST, QUALIFIED, RESPONSIVE AND RESPONSIBLE BIDDER.

AGENDA ITEM NO. 14

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Award of Contract for City of Hawthorne Owned Building Roof Rehabilitation Project (Project #23-06).

RECOMMENDED MOTION:

Staff recommends that the City Council authorize the City Manager or his designee to award the project to Best Contractors Services, subject to the approval from Department of Housing and Urban Development (HUD).

DISCUSSION:

City of Hawthorne Owned Building Roof Rehabilitation Project consist of replacing the roof system to six (6) city owned housing building: 11529 Gale Ave, 11537 Gale Ave, 11605 Gale Ave, 12720-12726 Grevillea Ave and 12529 Truro Ave. The work consists of replacing the plywood deck, replacing fascia boards, replacing rafter tail, replacing existing rain gutters and downspouts through all dwellings. The work also consists of preparing all building’s exterior plaster surfaces to receive a fresh new coat of paint. This may include but is not limited to power washing all exterior plaster surfaces, repair, patch and caulk all void cracks and holes and apply surface fillers, conditioners, etc.

The City's Public Works staff sought proposals for Construction Services to provide all services, labor, materials, permits, insurance, tools and equipment necessary to successfully and safely complete the roof rehabilitation project. Staff received one bid submittal on May 23rd, 2023. After receiving the proposal, the team carefully evaluated the proposal received from Best Contractors Services to determine if they meet not only the city requirements but also meet the requirements and obtain the approve from HUD.

Best Contractors Services was determined to meet all qualifications for this project, possessing the necessary experience, track record, and expertise for roofing projects. This company stood out due to its prior experience with large roofing projects and municipalities within the last five (5) years.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Implementing this roof rehabilitation project on city-owned properties contributes to our economic strategic plan in several ways. For example by stimulating local economy. Roof rehabilitation projects require hiring contractors, suppliers, and laborers, which injects money into the local economy and creating job opportunities. This project will also increasing property value. By having well-maintained properties with functional and aesthetically pleasing roofs tend to have higher market value. By investing in roof rehabilitation, the city can improve the condition of its properties and attract potential tenants.

City-owned properties with well-maintained roofs contribute to the overall livability and attractiveness of the community. This can help attract businesses, residents, and investors, boosting economic growth and revitalizing neighborhoods. A visually appealing and structurally sound roof can create a positive impression of the city's commitment to infrastructure maintenance and development.

In addition, by addressing roof issues promptly, the City can avoid more extensive repairs or even complete roof replacements, which can be significantly costlier. This proactive approach to maintenance helps save public funds and ensures efficient use of resources. By investing in roof rehabilitation on cityowned properties, we contribute to our economic strategic plan by fostering economic activity, increasing property values, saving costs, and attracting investment.

FISCAL IMPACT:

None. The approximate cost of $1,495,580.00 will be funded through the allocated and approved Home Funds, PLHA Grant and Maxine Waters Grant.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Bid List

AGENDA ITEM NO. 15

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Award of Contract for Hawthorne Jim Thorpe Park and City Hall Council Chambers Lighting Project (Project #23-07).

RECOMMENDED MOTION:

Staff recommends that the City Council award contract to lowest responsive and responsible bidder, Huntington Beach Electric, Inc. of Huntington Beach, CA DISCUSSION:

The City's Public Works staff sought proposals for Construction Services to provide all services, labor, materials, permits, insurance, tools and equipment necessary to successfully and safely complete the lighting retrofit at Jim Thorpe Park and City Council Chambers. The scope of this project involves the replacement of lighting fixtures at the baseball and futsal courts in Jim Thorpe Park, along with the upgrade of the electrical panel. Additionally, the work for the City Council chambers includes the installation of a new lighting dimming system, the upgrade of visual monitors, and the implementation of a new electronic voting system.

Staff received two bid submittals on June 13th, 2023. After receiving the proposals, the team carefully evaluated each proposal to identify the most qualified candidate. Huntington Beach Electric, Inc. emerged as the most qualified proposer for this project, possessing the necessary experience, track record, and expertise for led lighting projects. This company stood out due to its prior experience with retrofit led lighting projects and working with several municipalities within the last five (5) years.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Upgrading lighting to LED on sport fields and electrical upgrades at the City Council Chambers can contribute to economic development strategic plans in several ways. For example energy efficiency, by upgrading lighting to LED the city can reduce energy consumption and lower utility costs. This allows the city to allocate the saved funds towards other economic development initiatives or community projects.

This project will provide bright and uniform illumination, improving visibility on baseball fields. This creates a safer environment for players and spectators, reducing the risk of accidents or injuries. Enhanced safety can attract more visitors to the park, leading to increased foot traffic and potential revenue generation from increased participation in sporting events, concessions, and other related activities.

As part of this project, the City will be remodeling the City Council Chambers where community meetings are held which fosters a sense of community engagement and participation. A comfortable meeting space can attract more residents to attend meetings, voice their opinions, and contribute to discussions on local policies and initiatives. Increased community involvement can lead to a stronger and more vibrant local economy as residents become more invested in the growth and development of their city.

Overall, these upgrades and renovations contribute to economic development by saving costs, improving safety, enhancing community engagement, and attracting events and visitors. They create a foundation for growth and prosperity by optimizing resources, fostering a vibrant community, and positioning the city as an attractive destination for various activities and opportunities.

FISCAL IMPACT:

None. The approximate cost of $444,000.00 will be funded through the Energy Efficiency & Conservation Block Grant (EECBG) Program.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Bid List

AGENDA ITEM NO. 16

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Progress Payment #3 in the amount of $149,055.00 due to Elecnor Belco Electric of Chino, CA for Highway Safety Improvement Project Traffic Signal Upgrade and Reconstruction 120th St Improvement Project – Prairie Ave to Felton Ave (Project #21-06) RECOMMENDED MOTION:

Staff recommends that the City Council approve this Progress Payment #3 to Elecnor Belco Electric of Chino, CA
DISCUSSION:

This project includes upgrading the existing traffic signals at nine different locations on 120th St between Prairie Ave and Felton Ave, at the intersections of: Prairie Ave, York Ave, Freeman Ave, Birch Ave, Grevillea Ave, Ramona Ave, Eucalyptus Ave, Inglewood Ave and Felton Ave.

The work consists of traffic signal upgrades, trenching and installing conduits, construction of curb and gutter, sidewalks, and ADA ramps, striping and adjustment utilities and all other work necessary to complete the improvements in accordance with the Plans and Specifications.

Utility potholing, underground conduit placement, traffic control and utility pull box placement are currently taking place.

FISCAL IMPACT:

None. Funds for this progress payment in the amount of $149,055.00 are available in the adopted Fiscal Year 2022-2023 budget and will be paid for with approved and allocated Highway Safety Improvement Program (HSIP) Grant and Measure R.

NOTICING PROCEDURES:

72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Progress Payment #3

AGENDA ITEM NO. 17

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Agreement with Beacon Valuation Group, LLC to Value and Appraise the City of Hawthorne’s Water System.

RECOMMENDED MOTION:

Staff Recommends that the City Council Waive the Formal Purchasing Procedures and Approve the Agreement with Beacon Valuation Group, LLC., Authorize the City Manager to Execute the Agreement and Any Documents Related Thereto with the Funds Appropriated from Account No. 225-4106-408-0-0-45834.

DISCUSSION:

The City’s Water System.

The City of Hawthorne owns the water system serving approximately one-half of the City with the other half owned by Golden State Water Company. The City-owned portion includes the treatment plant, four wells, four reservoirs, high water tank and water rights, which since 1996 were leased to California Water Service Company (“Cal Waters”).

During the 27 year period, the City approved six rate increases. Cal Waters explained that the rate increases since 2008 were largely due to the rising cost to purchase water from Metropolitan Water District and West Basin Municipal Water District.

Lease with Cal Waters.

The 1996 lease agreement with Cal Waters required Cal Waters to pay an initial lump sum of $6.515 Million, plus an annual payments of $100,000. This lease expired in February 2011.

In July 2011, the City Council approved Resolution No. 7386, which authorized a new 15 year

lease to Cal Waters. Pursuant to the terms of the lease, Cal Waters paid an annual payment of $940,000 to the City. This lease will expire in 2026. In anticipation of the need to renegotiate a new lease with Cal Waters, the staff has initiated a study of the current water system managed by Cal Waters.

Negotiation with Cal Waters for a New Lease.

Although the City can opt to terminate the lease with Cal Waters when the lease expires in 2026, the staff recommends that the City renegotiate with Cal Waters for a new lease. The water system related utility is a specialized field that would require staff expertise. The creation of an in-house water utilities department requires high upfront cost and potential risk mitigation from shortage of water availabilities, environmental regulations and infrastructure maintenance and improvements.

Beacon Valuation Group, LLC.

The current lease with Cal Waters, approved through Resolution No. 7386, was negotiated after Beacon Valuation Group, LLC (“Beacon”) completed the appraisal of the City owned water system. Due to this prior work, Beacon has the familiarity with the City’s system and possess the understanding of pertinent data. Beacon’s experience and knowledge will streamline the process and reduce the time and cost associated with the negotiations with Cal Waters. Beacon’s appraisal service will be in compliance with the Uniform Standards of Professional Appraisal Practice.

State Law and the City’s Purchasing Policy Allows Beacon Contract Without the RFP Process.

Beacon’s service of appraising the City’s water system is a specialized service which requires a specific training and expertise. Such service is not one that can be performed by the current staff. The service qualifies as “Professional Services” and “Special Services” pursuant to Section XII of the City’s Purchasing Policy. It also qualifies as “Special Services” in both “financial” and “economic” matters under Government Code section 53060.

Due to the aforesaid specific professional special service qualifying as exempt from the formal bidding process under state law, pursuant to HMC section 3.20.150, the City Council can waive the bidding requirements. Additionally, under the City’s Purchasing Policy (Resolution No. 8114), the Purchasing Offer (Director of Public Works) may waive the requirements for solicitation of multiple proposals where only one firm can reasonably provide the professional service, and it is in the best interests of the City to waive the requirement. (Section XII [C][1]). The Director of Public Works, Mr. Farokhi, has determined that only Beacon can reasonably provide the service in the best interest of the City due to its expertise and knowledge of the specific City water system combined with their prior work described above.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:
.

An appraisal plays a crucial role in determining the fair market value of a City property. By assessing its market worth, the City can ensure it receives fair and reasonable compensation for the use of its land, especially during lease negotiations. This fair valuation strengthens the City's economic position and allows for securing appropriate financial terms that align with the property's market value. By maximizing the benefits obtained from the lease agreement, the City establishes a consistent and reliable revenue stream, enabling effective planning and resource allocation. This, in turn, supports long-term economic development initiatives and encourages investment in other areas of the community.

Overall, appraising this City property leased by Cal Water for lease negotiations contributes to economic development by ensuring fair market valuation, leveraging negotiation power, and promoting financial stability, all of which create a favorable economic environment.

FISCAL IMPACT:
$34,000 from non-general fund.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Beacon Invoice

2. Beacon Letter/Contract

3. Blanket Purchase Order
Invoice for Valuation Services
Mr. Akbar Farokhi
Director of Public Works
City of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250
Invoice Date: June 13, 2023
For professional services (to be) rendered in connection with Beacon's valuation of the Hawthorne Water System.

Pursuant to Engagement Letter dated 6/13/2023.

Total Fee For Engagement: $34,000.00
Fees
Retainer $17,000.00
Expenses:

Travel $0.00
Research $0.00
Delivery $0.00
Total Expenses $0.00
Total Professional Fees and Expenses $17,000.00
Less: Retainer Paid $0.00
Total Amount Due and Outstanding $17,000.00
Please remit your payment by wiring the balance above to our bank account:

Account Holder: Beacon Valuation Group LLC
Banking Institution: Bank of America
Address of Bank: 2200 Chestnut Street
San Francisco, CA 94123-2608
(P) 650-615-4700
Account Holder Address: Beacon Valuation Group LLC
350 Bay Street, Suite 100-366
San Francisco, CA 94133
(P) 415-357-1227
Account Information
Account Number: 17796 07735
Bank Routing Number: 121 000 358
Swift: BOFAUS3N
ABA: 026009593
Business and Intangible Asset Appraisers
Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
June 13, 2023
Mr. Akbar Farokhi
Director of Public Works
City of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250
Dear Mr. Farokhi:

Beacon Valuation Group, LLC (“Beacon”), an independent valuation firm, is pleased to submit this Agreement to provide the City of Hawthorne (the “Client”) with our opinion of the fair market value of that portion of the Hawthorne District of the California Water Service (“Cal Water”) which is owned by the City of Hawthorne (“Hawthorne Water System” or “HWS” or the “Company”), as of April 30, 2023 (the “Valuation Date”).

BACKGROUND AND PURPOSE OF VALUATION
It is our understanding that Cal Water is an investor-owned water utility company and the largest subsidiary of the California Water Service Group (“CWSG”), a publicly traded company. The Client is hereby defined as the City of Hawthorne.

This valuation engagement is being conducted for purposes of internal planning. Our report is not to be used in connection with any other matters without our prior written consent.

Our valuation is intended to be made in conformity with and is subject in all respects to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice (“USPAP”) promulgated by The Appraisal Foundation, as adopted by the American Society of Appraisers; the Principles of Appraisal Practice, Code of Ethics, and Business Valuation Standards as promulgated by the American Society of Appraisers; and the Business Appraisal Standards and Code of Ethics of The Institute of Business Appraisers, Inc. Our valuation and the scope of our engagement are limited in all respects by the assumptions and limitations set forth on Exhibit I hereto which exhibit is hereby incorporated herein by reference and made a part hereof, and by the other assumptions and limitations set forth herein.

SCOPE OF ENGAGEMENT
Beacon will value the Company as a going concern. We will first identify and collect data and information necessary to complete our valuation. This data and information will be obtained through discussions with, and information and documentation delivered to us by, the following persons and entities: (i) you, your agents and representatives, (ii) the Company, members of its management and its agents and representatives, and (iii) such other sources as we deem appropriate. You agree that you will instruct your accountant and other advisors (if relevant) to cooperate with us in connection with this valuation engagement and to deliver to us such information and documentation as we may reasonably request. You hereby represent and warrant that such statements, representations, data and information made or delivered to Beacon fairly represent the Company’s status, financial activities and financial position as of the Valuation Date. The foregoing representation and warranty shall apply to and shall be deemed repeated and made at each time during the term of this engagement that such statements are made or such information or data is delivered to Beacon.

Once we obtain sufficient data and information, we will analyze such data and information and consider such factors as we deem relevant to our determination of the fair market value of the Company. Such factors may include, among other things:
• the nature of the Company’s business, the apparent risks to which it is subject and its historical patterns of growth;
Business Valuation Engagement
HWS
June 13, 2023

Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
• the general economic outlook, the position of the Company’s industry in the existing economy, and the position of the Company within such industry;
• the book value and general financial condition of the Company; • the earnings history and earnings capacity of the Company; • the dividend-paying capacity of the Company;
• the existence of undervalued tangible and intangible assets; • any recent sales of the Company’s assets (if applicable); • the pricing of privately-held stock of target companies purchased within a comparable industry; • the market price of stocks of companies engaged in related activities where such stocks are traded on an exchange or over-the-counter; and
• other facts and circumstances which we deem in our judgment to be relevant to our valuation.

For purposes of this Agreement, the term “fair market value” shall mean: The price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. All references in our valuation to the value of any specific assets of the business are estimates of fair market value, based upon the use of those assets as elements in a going concern business, and not as used items valued for orderly or forced liquidation, unless specifically stated as such. Although we believe the information and assumptions used in our analysis provide a reasonable basis for the preparation of our valuation report, the ultimate determination of the amounts at which an equity interest may change hands would rest with the parties to such a transfer based on their own individual evaluation of factors involved.

While our engagement hereunder does not include any appraisal of real estate or other tangible assets individually, and we will render no opinion as to such matters, if requested by you, Beacon will, in rendering its valuation, rely upon and assume to be true and accurate, the opinions of other specialists engaged by you concerning value of real estate and special equipment used in the trade or business, or any other tangible assets or liabilities.

The Client acknowledges that, in connection with any business valuation, there is no one formula or rule of thumb that can be relied upon every time to reach a definitive conclusion of value. Each company and each situation have unique characteristics that must be carefully considered. The valuation process combines the objective analysis of hard data with the informed judgment of experienced professionals to arrive at a reasonable conclusion. Beacon’s determination of fair market value is not a finding of fact. It is a finding of opinion based on the facts known to us as of the Valuation Date. It is supported by Beacon’s research, review and analysis of the documentation and information provided to us and by our informed and unbiased opinion. Failure of Beacon’s opinion to be accepted by any person or entity (governmental or otherwise) shall not constitute a breach of any of Beacon’s duties under this agreement, give rise to any claim or cause of action by the Client or any third parties, nor relieve the Company of any duties hereunder.

REPORT TO BE ISSUED
We will issue a “summary” report which will document our opinion of value at the Valuation Date, the methodologies we considered and utilized, and any conditions or limitations to our valuation. This summary report will provide abbreviated analysis intended to be sufficient for the informed reader to understand, in general, how we arrived at our valuation. The summary report will also include select exhibits showing our calculations under each methodology.

Although typically in excess of 30 pages in length, this summary report will not contain all of the required disclosures of a full, self-contained report. Therefore, only those individuals who have complete knowledge about the subject of our valuation may be aware of all of the facts and circumstances that are not contained herein. You agree that you will not use, and you will cause your attorneys, agents or representatives to not use, the summary report as an expert report (in situations such as a litigation). In the event of a trial, Beacon will likely need to complete a full, selfcontained report relating to our valuation. The full, self-contained report will provide more detailed analysis sufficient for the reader to be able to understand how we arrived at our valuation. It will include narrative descriptions and financial exhibits presenting and explaining all major calculations and assumptions used in our analysis.

Business Valuation Engagement
HWS
June 13, 2023

Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
In accordance with USPAP, we will maintain orderly workpapers related to this assignment for up to five years following the date of our report. You agree that Beacon shall have no responsibility to maintain any file or data related to this assignment beyond five years following the date of our report, unless we make arrangements otherwise at the outset of this engagement.

We plan to discuss with you the status of our analysis prior to finalizing the results in our report. However, should we rely on any forecasts provided by Company management or any of its advisors in determining our opinion of value, these forecasts cannot be modified once our preliminary opinion of value is released either verbally or in writing.

In performing our work, we shall be independent. By this we mean that we shall determine our valuation opinion impartially based solely on the information known to us, and not as an advocate for the Client (or any of its partners) or with reference to the Client’s desired result. If, in the reasonable judgment of Beacon, at any time during our engagement hereunder, any attempt is made by the Client, or the Client’s attorneys, accountants, brokers or other representatives to unduly influence Beacon or the valuation, or if Beacon is instructed to limit work or employ methods with which we disagree, Beacon shall have the absolute right to terminate the engagement without incurring any liability to the Client or the Client’s attorneys, accountants, brokers or other representatives and upon such termination, the Client shall immediately pay to Beacon all fees and costs incurred by it up to and including the date of such termination.

USE OF REPORT
Possession of our report, or a copy, does not carry with it the right of publication. Client shall use our report solely for the purposes, and in connection with the matter(s), outlined on page 1 of this Agreement and, in connection therewith, may provide a copy of the report only to: (i) Client’s appropriate legal and financial advisors providing services to the Client in connection with such purposes or matters, (ii) appropriate governmental entities, and (iii) other parties who have been disclosed to Beacon and consented to by Beacon in advance, in writing. Further, prior to disclosing our report to such parties, you shall require each such party to covenant that he, she or it will not disclose our report or any portions thereof (including without limitation any conclusions as to value, the identity of Beacon or any individuals signing or associated with the report, or the professional associations or organizations with which they are affiliated) to any third parties and will use our report solely for such purposes or matters.

In the event that the Client provides, or discloses the results of, our report to any third party, with or without Beacon’s consent, the Client shall indemnify, save, hold harmless, and defend Beacon against any and all claims whatsoever made by any such third party against Beacon.

TIMING
Based on our current understanding of the scope of the valuation and our current projection of staff availability, we expect to be able to provide our opinion of value (including report) within approximately six weeks after receiving your authorization to proceed, retainer check, and all key information outlined in our information request list. We will strive to shorten the above delivery time frame, as the specifics of the engagement allow. It is important to note that we will not commence work until we receive your retainer check (discussed below), and any delay in our receipt of this check will postpone the above-mentioned projected delivery dates. This timetable assumes that management interviews (either over the phone or in person) can be arranged and all necessary information outlined on our request list can be provided to us by in conjunction with the time estimates above. This timetable further assumes that all our outstanding invoices will have been paid by the projected delivery dates.

FEES
Based on our experience in performing similar studies, we estimate our professional fees for determining our opinion of value, excluding expenses, will be $34,000, barring any unforeseen circumstances.

This fee includes the issuance of an appraisal report. These fees do not include time spent consulting outside the scope of determining our opinion of fair market value or in negotiations, mediation, arbitration, depositions or testifying Business Valuation Engagement
HWS
June 13, 2023

Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
before any regulatory or judicial forum and/or preparing for such hearings. Such time, with the exception of time related to testimony, will be billed at our standard hourly rates then in effect (currently, $250 for the undersigned).

Time spent for testimony is billed on a $2,500 per diem basis. Our professional fees for this engagement are in no way contingent upon our reported conclusion. They are based on the estimated time spent on the engagement. Any other expenses we incur, such as computer and research charges, travel, delivery, and report production, are not included in our professional fees, but will also be billed by Beacon and paid by the Client promptly. These expenses are not expected to exceed $500. Please note that the fees referenced above are merely our good faith estimate of the fees the Client may ultimately incur as a result of our engagement hereunder. The estimated fees and time to complete this engagement are predicated on the assumption we will receive the full cooperation of management of the Company and that the information we may request will be provided to us on a timely basis reasonably sufficient to meet delivery dates as proposed. Our fees may ultimately be more or less than such amounts depending on the actual amount of time we end up spending on this engagement. Nevertheless, should Beacon determine at any time during the engagement that the requirements of the engagement will cause its professional fees to exceed the estimate by more than ten percent (10%), Beacon will so inform the Client and obtain the Client’s permission to proceed.

It is our policy to require a retainer, which in this case is $17,000, which we will require you to pay to us prior to our starting the engagement. This retainer is due and payable upon execution of this Agreement (invoice and wiring/transmittal instructions on last page of this letter) and will be applied without the Client’s express permission.

Typically, the retainer is applied to the final bill. Upon the issuance of our draft report, we will require the remainder, or $17,000 (plus expenses). Since it is considered unethical for an appraiser to perform these services on a contingency basis, it is important to us that our fees are paid promptly. The issue of independence is of considerable importance for our firm to maintain its credibility, and for you in order to present an unbiased, independent valuation. Therefore, we reserve the right to suspend work at any time that there is a balance due to us beyond 30 days. In the event that we continue to provide services under such circumstances, such continuation shall not constitute a waiver of our right to stop work at any later date. In addition, the Client will have no right to, and we will not release our opinion of value either verbally or in writing until we receive payment for all bills rendered hereunder. By signing this Agreement, you hereby waive any right you might otherwise have to sue or otherwise make a claim against Beacon, its agents or representatives for any losses, liabilities, claims or damages suffered by you as a result of our refusing to release our opinion in accordance with the forgoing sentence. Interest at the rate of 1.2 percent per month will be charged on any balances outstanding beyond 30 days.

You may terminate this engagement at any time, in which case you will be charged only for fees and expenses in excess of the non-refundable portion of the retainer incurred through the date of termination. Should there be a change in the nature or scope of the engagement, or if the information we need is either unavailable or requires unanticipated additional work by us, we may wish to discuss a change in our fee with you and revise our estimate. We reserve the right to cease all work if any bill goes unpaid for 30 days or if there is an outstanding balance on the scheduled date of a court appearance, without regard to the status of our services or any related proceedings. In any such case, Beacon reserves the right not to make a court appearance in this matter and the Client agrees that Beacon shall be permitted to refuse to make a court appearance. The Client shall have no right to claim losses or damages whether direct or indirect from Beacon based on our ceasing work or refusing to appear in court in accordance with the foregoing sentences. We understand that both our report and our invoices are to be addressed to you.

Under no circumstances shall any employee of Beacon have any personal liability to the Client or the Company.

Payment of all fees billed by Beacon shall be a mandatory condition precedent to suit by the Client or the Company.

DISPUTE RESOLUTION
Any controversy arising out of or relating to this engagement shall be settled by binding arbitration before a single arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration hearings shall be held at the AAA offices in San Francisco, California, or at such other place as the parties mutually agree. In the event an arbitration (including, but not limited to, any proceeding to compel arbitration) is initiated to resolve or settle any dispute or claim between the parties, the losing party shall, at the conclusion of such Business Valuation Engagement
HWS
June 13, 2023

Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
arbitration, pay to the prevailing party, in addition to the award rendered, the prevailing party’s reasonable costs, including, but not limited to, reasonable attorneys’ fees and all other fees and expenses incurred by the prevailing party in connection with the arbitration. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without reference to the conflicts of law provisions thereof).

CONFIDENTIALITY
Inherent in all professional services we offer our clients, we understand that we are subject to the utmost confidentiality in connection with all information pertaining to the Company and its rights, properties, interests, condition or affairs, including without limitation information consisting of or pertaining to the financial condition, business, services, properties, trade secrets, clients, contractual arrangements, pricing terms, plans, strategies, technologies or affairs of the Company, or any non-public information of or pertaining to the Company that is of competitive value to it.

Notwithstanding the foregoing, the Client grants Beacon the right to discuss this valuation matter with the Client’s attorneys, accountants, other individuals designated by the Client, including relevant Company management, as well as Beacon’s attorneys, accountants and professional colleagues from whom professional information is sought by Beacon from time to time. Our commitment to maintain the confidentiality of the Client’s (and the Company’s) information shall not extend to such information as shall (i) be generally known to the public, (ii) be otherwise disclosed publicly by any party through no fault of Beacon, or (iii) be required by a court of competent jurisdiction to be disclosed.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter set forth herein.

Its terms may not be contradicted by evidence of any prior or contemporaneous agreement, whether written or oral.

This Agreement may not be modified or amended except by a writing signed on behalf of both parties.

Beacon appreciates the opportunity to be of service to you. If the terms set forth above are acceptable, please sign the enclosed copy of this Agreement where indicated below and return the signed copy to us with your retainer check whereupon this Agreement shall become a binding agreement between us. We will strive to keep the lines of communication open and to keep you fully informed throughout this engagement. As such, please feel free to call me at (415) 357-1227 or contact me by e-mail at [email protected] if you have any further questions.

Very truly yours,

BEACON VALUATION GROUP LLC
By: René Hlousek, ASA-BV/IA, CEIV, MRICS
President and Managing Director
RH/md
cc: HWS.file

ACCEPTED AND AGREED:

By: _______________________________________________
(Authorized Representative of the Client) Dated: _______________, 2023 Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services

EXHIBIT I

ASSUMPTIONS AND LIMITING CONDITIONS
Our valuation analysis is subject to certain overall assumptions and limiting conditions, many of which may have a significant influence on the valuation conclusion, including without limitation, the following:

1. We shall rely solely and fully, without independent verification, on all data and information (including any statements or representations, whether written or oral) provided to us or made by the Client, members of Company management, or the Client’s other representatives or agents. We will assume, with the Client’s permission (hereby given), that all such data and information is true, correct, complete and accurate in all respects and reflects the Company’s status and prospects at the Valuation Date from both an operating and a financial point of view.

However, there is no guarantee that all relevant information will be disclosed to us. Beacon may also, but shall not be required to, rely on information from third parties or from publicly available data and sources that we will not audit or verify but which we will deem true, correct and complete.

2. Our valuation will assume the Company will continue to operate as it is presently configured, as a going concern and in the ordinary course, without material adjustments to its capital structure, product lines, services offered, and the like, and is based on past and existing results of operations. Any incorrectness of this assumption could have a material effect upon the value of the Company. Beacon shall not be liable to the Company or to any other person in the event such assumption ultimately proves to have been incorrect.

3. Our report will contain an opinion of the fair market value of HWS based on company, industry and general market conditions known to us at the Valuation Date. Events and conditions subsequent to that date may have a material effect upon the value of the Company. Beacon shall not be held responsible for changes in market conditions and shall not be obligated to revise its report to reflect events or conditions that occur subsequent to the Valuation Date, unless separate arrangements are made.

4. Our services cannot be relied on to disclose any errors, irregularities, or illegal acts, including fraud or defalcations, which may exist. The scope of our valuation excludes forensic accounting, and more than a reasonable inquiry into the quality of management. We will assume, for example, that there is no underreporting of income or other misrepresentations of the financial condition of the Company. We will also assume that all required licenses, certificates of occupancy, consents or legislative or administrative authority from any Federal, state or local government, private entity or organization have been or can be obtained or renewed for any use on which the opinion contained in our valuation report is based. No investigation of title to the business or its assets will be made. Ownership claims to the business and its assets are assumed to be valid. We assume no hidden or unexpected conditions to the subject assets, properties or business interests, except as stated in our report. Except as otherwise stated in our report, we assume full compliance with all applicable Federal, state and local laws and regulations and that there are no Federal or state laws or regulations that would alter the valuation process. Any significant errors or omissions in the information provided to us could have a material effect on the analysis and/or the resulting conclusions.

5. Beacon is not a law firm and none of its employees or consultants are licensed to practice law in any jurisdiction.

Issues we consider and documents we review in the course of our valuation that may have legal ramifications are considered from a layperson’s perspective using the reasoning expressed or implied within the report.

Accordingly, our report does not constitute a legal opinion nor may it be relied upon by any party as such. Should legal ramifications of our report be material to any users of our report, proper legal counsel should be obtained by such persons or entities.

6. We will rely in our analysis on, among other things, financial statements of the Company for the last five fiscal years (or three if available only), as well as financial information updated to reflect activity through the Valuation Date. We will neither audit nor review any of the historic, current or forecasted financial information furnished to us in accordance with the rules of the AICPA and other like professional organizations. In rendering our opinion we will assume such financial statements are true, correct and complete and fairly and accurately reflect the financial position of the Company as of the dates therein referenced. Beacon expresses no opinion or any other form of assurance on and will take no steps to determine if the Company’s financial statements or accounting Beacon Valuation Group LLC
Business and Intangible Asset Valuation Services
generally departs from Generally Accepted Accounting Principles (“GAAP”) or tax reporting requirements or the existence, in connection therewith, of any fraud, misrepresentation, errors or irregularities.

7. The Client acknowledges that some of our assumptions inevitably will turn out to be incorrect, and unanticipated events and circumstances may occur affecting the accuracy of our valuation. No projections can anticipate economic, socioeconomic, or political factors or acts of God that may impact on the expected growth of the Company. Therefore, the actual performance of the Company in the areas that are estimated, forecasted or projected, will vary from the estimates, forecasts, and projections we use in formulating our opinion, and such variation may be material. While developed in good faith and as a non-advocate, Beacon does not express any opinion or form of assurance on the likelihood of the Company achieving such estimates, forecasts or projections or on the reasonableness of the assumptions we use in conducting our valuation.

8. We express no opinion as to the tax consequences of our valuation. We express no opinion as to: (i) the tax consequences of any transaction that may take into account or use our valuation result, (ii) the tax consequences of any net value received or to be received as a result of such a transaction, or (iii) the possible impact on the fair market value resulting from any need to effect a transaction to pay taxes. The Client is urged to contact its own tax advisor(s) with respect to such impacts or consequences.

9. Our report gives no consideration to any contingent assets or liabilities other than those specified, if any, within this report.

10. Neither Beacon nor any individual signing or associated with our report shall be required by reason of such signing or association to give testimony or appear in court or other legal proceedings, unless all conditions to such testimony or appearances contained in this Agreement have been satisfied.

11. Neither our opinion of value nor our report constitutes advice for any specific action.

12. If material changes, other than those specified in this Agreement, occur in the ownership of the Company or if the Company contemplates becoming a party to any outside financing, sale transaction or public offering, the impact upon value could be significant and some of the assumptions inherent in our valuation could be invalid.

13. Beacon is not qualified to render opinions pertaining to the value of real estate (including the value of any rental or lease obligations) or special equipment used in the trade or business, or any other tangible assets or liabilities and therefore expresses no opinion or any other form of assurance on the underlying value of such real estate or other assets or liabilities. With your permission (hereby given) Beacon will rely solely and fully, without further analysis or inquiry, upon the conclusions of any other appraiser(s) with respect to the valuation of any tangible assets or liabilities. In no event may our report be deemed an acceptance or endorsement of such conclusions.

14. Beacon is not qualified to render opinions pertaining to liability associated with environmental contamination.

Accordingly, we render no such opinion hereunder. We will assume there are no liens or encumbrances, title problems, licensing violations, and hazardous materials associated with the subject assets, properties and/or business interests being appraised. Hazardous substances, if present, can introduce an actual or potential liability that will adversely affect the marketability and value of a business. Such liability may be in the form of immediate recognition of existing hazardous conditions, or future liability that could stem from the release of currently nonhazardous contaminants. In the development of the opinion of value, no consideration was given to such liability or its impact on value. We have not taken into account any and all future environmental considerations and potential liability.

It is possible that additional contingent and limiting conditions specific to this engagement will be required, and the Client agrees that all reasonable conditions disclosed by Beacon will be accepted as incorporated into our report.

Invoice for Valuation Services
Mr. Akbar Farokhi
Director of Public Works
City of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250
Invoice Date: June 13, 2023
For professional services (to be) rendered in connection with Beacon's valuation of the Hawthorne Water System.

Pursuant to Engagement Letter dated 6/13/2023.

Total Fee For Engagement: $34,000.00
Fees
Retainer $17,000.00
Expenses:

Travel $0.00
Research $0.00
Delivery $0.00
Total Expenses $0.00
Total Professional Fees and Expenses $17,000.00
Less: Retainer Paid $0.00
Total Amount Due and Outstanding $17,000.00
Please remit your payment by wiring the balance above to our bank account:

Account Holder: Beacon Valuation Group LLC
Banking Institution: Bank of America
Address of Bank: 2200 Chestnut Street
San Francisco, CA 94123-2608
(P) 650-615-4700
Account Holder Address: Beacon Valuation Group LLC
350 Bay Street, Suite 100-366
San Francisco, CA 94133
(P) 415-357-1227
Account Information
Account Number: 17796 07735
Bank Routing Number: 121 000 358
Swift: BOFAUS3N
ABA: 026009593

PUBLIC WORKS DEPARTMENT
Vendor Name Agreement 2023 Amounts Account Number Description Beacon Valuation Group LLC Yes $34,000.00 225-4106-408-0-0-45834 Valutation of the Hawthorne Water System Total: $34,000.00

AGENDA ITEM NO. 18

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Housing
City Manager: __________
Vontray Norris
Dir. of Housing: ___________
Kimberly Mack
SUBJECT:

Renewal of Professional Services Agreements with LDM Associates, Inc. for the administration of the CDBG & HOME and other federally funded grant programs.

RECOMMENDED MOTION:

Staff recommends that the City Council:

1. Approve and renew the third year of the Professional Services Agreement with LDM Associates, Inc. (LDM) for the period of one year from 7/1/2023 to 6/30/2024 to provide professional services necessary to administer and implement the CDBG & HOME Investment Partnership and other federally funded grant programs.

2. Authorize the City Manager, or designee, to execute, amend, and keep record of documents necessary to administer the renewed Fiscal Year 2023-2024 Professional Services Agreement with LDM.

DISCUSSION:

The retention of contractual services is necessary for the City to carry out the functions of the CDBG and HOME programs and to assist with ongoing programs created due to the COVID-19 pandemic. The City has partnered with LDM for Community Project Funding, Davis Bacon Labor Compliance Monitoring, Commercial Façade Rehab, Owner – Occupied Housing Rehabilitation and Rental Rehabilitation Programs. These programs are at various stages and LDM is needed to continue forward progress. Also, these contract services are necessary to ensure that all reporting deadlines and policy requirements are met.

In accordance with the 5-year schedule previously approved by City Council on November 9,

2021, the City and LDM and Associates, Inc. mutually agree to establish a Professional Services Agreement for the third year not to exceed twelve (12) months from July 1, 2023 through June 30, 2024. The City continues to reserve the option to renew in one (1) year increments for a total of five (5) years as previously approved, unless sooner terminated.

Due to the specialized scope of work, number of staff required to administer the programs, unresolved past years audit findings and COVID relief programs created, staff recommends that the City’s agreement with LDM be established and the scope of work, fees and insurance requirements for these services be accepted.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Goal 3.2: Hire impartial consultant to review development processes and recommend best practices to improve processes.

FISCAL IMPACT:

None. Funds are available in the adopted Fiscal Year 2023-2024 budget for this purpose. The Professional Services Agreements with LDM will cost an estimated $202,000 of CDBG and HOME funds with an option for an additional $239,000 in services made allowable through administrative fees as written in the United States Department of Housing and Urban Development (HUD) guidelines. These services do not affect the general fund in any way.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. 23-24 LDM CDBG & HOME Administration/ Construction Management Agreement

PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 1st day of July 2023 ("Effective Date"), by and between THE CITY OF HAWTHORNE, a California municipal corporation ("City"), and LDM ASSOCIATES, INC., a California Corporation ("CONSULTANT"). This agreement is made with reference to the following:

I. Recitals
(i) CITY requested a proposal for professional services with respect to providing CDBG & HOME Investment Partnership Program Consulting Services. (ii) CONSULTANT submitted a proposal for the performance of such services, a full, true and correct copy of which proposal is attached hereto as Exhibit "A" and by this reference made a part hereof.
(iii) CITY desires for CONSULTANT to provide professional services necessary to administer and implement the CDBG &HOME Investment Partnership Programs. (iv) CONSULTANT represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this AGREEMENT in a thorough, competent and professional manner. CONSULTANT shall at all times faithfully, competently, and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this AGREEMENT, CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of CONSULTANT under this AGREEMENT.

NOW, THEREFORE, it is agreed by and between CITY and CONSULTANT as follows:

II. Agreement

1. Definitions: The following definitions shall apply to the following terms, except where the context of this AGREEMENT otherwise requires:
(a) Project: Provide CDBG and HOME Investment Partnership Program Consulting Services.
(b) Services: CONSULTANT shall provide professional services for the project as described in Exhibit "A" attached herein.
(c) Duration: The third term of this AGREEMENT shall be effective from July 1, 2023 to June 30, 2024. Parties to this AGREEMENT shall have the option to renew in one (1) year increments for a total of five (5) years, unless sooner terminated as provided in Section 6 herein. Options to renew are contingent upon the City Manager’s approval, subject to pricing review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in writing by the CITY.
(d) Completion of Project: CONSULTANT shall complete all tasks as noted in Exhibit "A" for a period as noted in the agreement with a period not to exceed 12 months.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

All work shall be conducted in a manner consistent with the U.S. Department of Housing and Urban Development (HUD) requirements.
(e) Consultant: LDM Associates, 10722 Arrow Route, Suite 822, Rancho Cucamonga, California, 91730.
(f) City: 4455 West 126th Street, Hawthorne, California, 90250.

2. Scope of Services: CONSULTANT agrees as follows:
(a) CONSULTANT shall forthwith undertake and complete the project in accordance with Exhibit "A" hereto and all in accordance with Federal, State and CITY statues, regulations, ordinances and guidelines, all to the reasonable satisfaction of CITY. (b) CONSULTANT shall, at CONSULTANT'S sole cost and expense, secure and hire such other persons as may, in the opinion of CONSULTANT, be necessary to comply with the terms of this Agreement. In the event any such other persons are retained by CONSULTANT; CONSULTANT hereby warrants that such persons shall be fully qualified to perform services required hereunder. CONSULTANT further agrees that no subcontractor shall be retained by CONSULTANT except upon the prior written approval of CITY. (c) The amount of compensation paid by CITY to CONSULTANT for the work identified in Exhibit “A” shall not exceed Four Hundred Forty-One Thousand Dollars ($441,000). No additional compensation shall be paid for any other expenses incurred for tasks identified in Exhibit “A”, unless first approved in writing by the Director of Housing.

3. Compensation, Method of Payment, and Additional Services. (a) CITY shall pay CONSULTANT on an hourly basis for the administration of the CDBG and HOME Investment Partnership Programs. Payment to CONSULTANT, by CITY, shall be made in accordance with the schedule set forth in Exhibit "A" attached hereto. (b) Payments to CONSULTANT shall be made by CITY in accordance with the invoices submitted by CONSULTANT, on a monthly basis, and such invoices shall be paid within thirty (30) days after said invoices are received by CITY. Each invoice shall detail work performed and charges. All charges shall be in accordance with CONSULTANT's proposal either with respect to hourly rates (Exhibit "A").
(c) CITY Requested Additional services: Payments for additional services requested, in writing, by CITY, and not included in CONSULTANT's proposal as set forth in Exhibit "A" hereof, shall be paid on a reimbursement basis in accordance with the fee schedule set forth in said Exhibit "A" or in amounts and manner agreed to by CITY. Charges for additional services shall be invoiced on a monthly basis and shall be paid by CITY within thirty (30) days after said invoices are received by CITY.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

(d) Payment to CONSULTANT for work performed pursuant to this AGREEMENT shall not be deemed to waive any defects in work performed by CONSULTANT.

4. CITY Assistance and Availability of CITY Records:
(a) Information and assistance as set forth in Exhibit "A" hereto. (b) Photographically reproducible copies of maps and other information, if available, which CONSULTANT considers necessary in order to complete the project. project.
(c) Such information as is generally available from CITY files applicable to the (d) Assistance, if necessary, in obtaining information from other governmental agencies and/or private parties. However, it shall be CONSULTANT's responsibility to make all initial contact with respect to the gathering of such information.

5. CONSULTANT's Books and Records:
(a) CONSULTANT shall maintain any and all documents and records demonstrating or relating to CONSULTANT's performance of services pursuant to this AGREEMENT. CONSULTANT shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to CITY pursuant to this AGREEMENT. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by CONSULTANT pursuant to this AGREEMENT. Any and all such documents or records shall be maintained for five (5) years from the date of execution of this AGREEMENT and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying at any time during regular business hours, upon written request by the CITY OR CITY's designated representative.

Copies of such documents or records shall be provided directly to the requesting party for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon. Such documents and records shall be made available at CONSULTANT's address indicated for receipt of notices in this AGREEMENT.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

(c) Where CITY or CONSULTANT has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of CONSULTANT's business, the CITY may, by written request, require that custody of such documents or records be given to the requesting party and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to all parties to this AGREEMENT, as well as to their successors-in-interest and authorized representatives.

6. Termination of Agreement: This AGREEMENT may be terminated without cause by CITY upon the giving of a written "Notice of Termination" to CONSULTANT upon thirty (30) days prior written notice or the CONSULTANT may terminate this contract upon thirty (30) days prior written notice. In the event this Agreement is so terminated, CONSULTANT shall be compensated at CONSULTANT's applicable hourly rates as set forth in Exhibit "A", on a pro-rata basis with respect to the percentage of the project completed as of the date of termination. In no event, however, shall CONSULTANT receive more than the maximum specified in paragraph 3(a), above. CONSULTANT shall provide to CITY any and all documents, data, studies, surveys, drawings, maps, models, photographs and reports, whether in draft or final form, prepared by CONSULTANT as of the date of termination.

CONSULTANT may not terminate this Agreement except for cause.

7. Notices and Designated Representatives: Any and all notices, demands, invoices and written communications between the parties hereto shall be addressed as set forth in this paragraph. The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the parties under this Agreement:

TO CITY OF HAWTHORNE
Attn: Vontray Norris
4455 West 126th Street,
Hawthorne, CA 90250
TO LDM Associates, Inc.

Attn: Rudy Munoz
10722 Arrow Route, Suite 822
Rancho Cucamonga, CA 91730
Any such notices, demands, invoices and written communications, by mail, shall be deemed to have been received by the addressee forty-eight (48) hours after deposit thereof in the United States mail, postage prepaid and properly addressed as set forth above.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

8. Continuity of Personnel: CONSULTANT shall make every reasonable effort to maintain the stability and continuity of CONSULTANT's staff assigned to perform the services required under this AGREEMENT, CONSULTANT shall notify CITY of any changes in CONSULTANT's staff assigned to perform the services required under this AGREEMENT, prior to any such performance. CITY shall not be responsible for time and costs associated with CONSULTANT's turnover or reassignment of staff.

9. Status of Consultant: The parties hereto agree that CONSULTANT and its employers, officers and agents are independent contractors under this Agreement and shall not be construed for any purpose to be employees of CITY.
(a) CONSULTANT shall have no authority to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against CITY, whether by contract or otherwise, unless such authority is expressly conferred under this AGREEMENT or is otherwise expressly conferred in writing by CITY. (b) The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees or agents, except as set forth in this AGREEMENT.

CONSULTANT shall not at any time or in any manner represent that CONSULTANT or any of CONSULTANT's officers, employees or agents are in any manner officials, officers, employees or agents of CITY.
(c) The CONSULTANT or any o f CONSULTANT's officers, employees or agents, shall not obtain any rights to retirement, health care or any other benefits which may otherwise accrue to CITY employees. CONSULTANT expressly waives any claim CONSULTANT may have to any such rights.

10. Compliance with Applicable Laws; Permits and Licenses:
(a) CONSULTANT shall keep itself informed of and comply with all applicable federal, state, and local statues, codes, ordinances, regulations and rules in effect during the term of this AGREEMENT including but not limited to:
i. Prohibition against discrimination on the basis of age [Age Discriminations Act of 1975] or with respect to an otherwise qualified handicapped individual [Rehabilitation Act of 1973, Section 504].
ii. Provisions that provide opportunities for training low- and moderate income persons residing within the community where the project is located and contracts awarded to local businesses therein, to the greatest extent feasible [Section 3 of the Housing and Urban Development Act of 1968].
(b) CONSULTANT shall obtain any and all licenses and authorizations necessary to perform the services set forth in this AGREEMENT.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

11. Non-discrimination: CONSULTANT shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this AGREEMENT.

12. Unauthorized Aliens: CONSULTANT hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act. 8 U.S.C.A. 1101. et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONSULTANT so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should any liability or sanctions be imposed against CITY for ·such use of unauthorized aliens, CONSULTANT hereby agrees to and shall reimburse CITY for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney's fees, incurred by CITY in connection therewith.

13. Conflict of Interest:
(a) CONSULTANT represents that neither it nor any of its officers or principles of its firm has been retained, employed or compensated by any other interested party, or done any act, in such a manner so as to constitute a conflict of interest with respect to the consultant's duties under the agreement with the CITY. CONSULTANT covenants that neither it, nor any officer or principal of its fi1m has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT's performance of services under this AGREEMENT. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, expect as provided for by this Section. At all times, CONSULTANT agrees to avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of CITY in the performance of this AGREEMENT.
(b) The CITY may waive at its discretion any conflict or potential conflict of interest in writing, provided the consultant has made a full written disclosure of all facts regarding or pertaining to the conflict. Provided further that the conflict affects a third party, the consultant must provide to the CITY a written waiver of the conflict from the affected party.

14. Confidential Information; Release of Information: All information gained or work product produced by CONSULTANT in performance of this AGREEMENT shall be considered confidential, unless information is in the public domain or already known to CONSULTANT. CONSULTANT shall not release or disclose any such information or work product to persons or entities other than CITY without prior written authorization from the CITY, except as may be required by law.

15. Authority to Execute: The person or persons executing this AGREEMENT on behalf of CONSULTANT represents and warrants that he/she/they has/have the authority to so execute this AGREEMENT and to bind CONSULTANT to the performance of its Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

obligations hereunder.

16. Binding Effect: This AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.

17. Modification of Agreement: No amendment to or modification of this AGREEMENT shall be valid unless made in writing and approved by the CONSULTANT and by the CITY.

The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

18. Waiver: Waiver by any party to this AGREEMENT of any term, condition, or covenant of this AGREEMENT shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this AGREEMENT shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this AGREEMENT. Acceptance by CITY of any work or services by CONSULTANT shall not constitute a waiver of any of the provisions of this AGREEMENT.

19. Law to Govern; Venue: This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.

20. Attorneys Fees, Costs and Expenses: In the event litigation or other proceeding is required to enforce or interpret any provision of this AGREEMENT, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

21. Entire Agreement: This AGREEMENT, including the attached EXHIBITS "A", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between CONSULTANT and CITY prior to the execution of this AGREEMENT. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this AGREEMENT shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

22. Severability: If a term, condition or covenant of this AGREEMENT is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this AGREEMENT shall not be affected thereby and the AGREEMENT shall be read and construed without the invalid, void or unenforceable provision(s).

23. Insurance: During the term of this AGREEMENT, CONSULTANT shall, at its own expense, secure and maintain the following types of insurance issued by companies which are admitted and authorized to do business in California as insurance carriers, in amounts, form Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

and content satisfactory to CITY. CONSULTANT shall cause CITY, its officials and employees to be named on all liability policies described below as additional insured.

CONSULTANT shall furnish certificates of Insurance evidencing the required coverage. If CONSULTANT fails to maintain insurance at any time as required under this AGREEMENT, CITY may obtain such insurance in the CONSULTANT’s name or as agent of CONSULTANT and shall be compensated by CONSULTANT for the cost of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid.
a) CONSULTANT shall maintain Comprehensive General Liability insurance, with minimum limits of liability of $1,000,000 for each occurrence and $2,000,000 in the aggregate, combined single limit coverage, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts or omissions by the named insured. b) CONSULTANT shall also maintain in-force Professional Liability Insurance (and/or Errors & Omissions Insurance) with minimum limits of liability of $1,000,000 combined single limit coverage against an injury, death, loss or damages because of wrongful or negligent acts or omissions by the named insured.
c) CONSULTANT represents to CITY that CONSULTANT owns, operates or utilizes one or more personal vehicles and that the nature of the consulting services to be accomplished under this AGREEMENT does not require use of any such vehicle for other than CONSULTANT’S personal transportation only (with no passengers, hazardous materials or valuables greater than $5,000).

24. Indemnification. CONSULTANT shall indemnify, defend, save and hold harmless, to the maximum extent permitted by law, CITY and its elected officials, officers, agents, employees and representatives, from and against any liability, claims, suits, actions, proceedings, judgments, losses, liens, damages, injuries (whether in contract or in tort), costs or expenses, which in whole or in part arise out of, pertain to, or relate to negligence, recklessness, or willful misconduct of CONSULTANT or other parties acting for them in the execution of the services enumerated in the Agreement. Said hold harmless assumption by CONSULTANT shall include all reasonable costs necessary to defend a lawsuit including attorney fees, investigators, filing fees, transcripts, court reporters and other reasonable costs of investigation and defense.

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

CONSULTANT:

By: ___________________________________________
Title: Rudy Munoz, Senior Executive Vice President
Date:

CITY:

By: ___________________________________________
Title: Vontray Norris, City Manager
Date:

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

Exhibit "A"

SCOPE OF SERVICES (PY)
CDBG Program Planning and Administration Budget Proposal (Annual Cost) LDM shall perform the CDBG Program Planning and Administration Services for a not-to-exceed contract price of $120,000. The CDBG proposed budget listed is inclusive of the preparation of the HUD required annual reports which include the Action Plan and Consolidated Annual Performance Report (CAPER). Each of these documents will be billed on a Lump-sum basis of $7,000 each.

Davis-Bacon Labor Compliance Budget Proposal (Specified Task Costs - Activity Delivery Costs) LDM shall perform the Davis-Bacon labor compliance monitoring for one capital improvement project per program year not to exceed the contract price of $19,000. Budgeted funds not billed in the program may require that they be carried over where projects extend beyond one program year to cover the costs to finalize the labor compliance monitoring for the project.

Housing/Commercial Rehab Budget Proposal (Specified Task Costs-Activity Delivery Costs) LDM shall perform the Housing and Commercial Rehab Program administration for approximately 10 projects (approximately 4 major and 6 minor) for a not-to-exceed contract price of $69,000. The costs are broken down as follows:
• Development of Program Guidelines and Program Forms- $3,000 • Program Marketing - $2,000
• Application Intake Review – 11,500
• Construction Management - $52,500

HOME PROGRAMS
LDM shall perform the overall HOME grant funded scope of services comprised of the following tasks and costs:

HOME Program Planning and Administration Budget Proposal (Annual Cost) LDM shall perform the HOME Program Planning and Administration Services for a not-to-exceed contract price of $32,000.

CHDO Project Budget Proposal
Should the City fund a Community Housing development Organization (CHDO) project during the program year, LDM shall perform the CHDO project administration services for not-to-exceed contract price of $35,000.

Acquisition, Rehabilitation, Rental/Resale Program Budget Proposal Should the City fund an Acquisition, Rehabilitation, Rental/Resale (ARR) Program during the program year, LDM shall perform the program administration services for not-to-exceed contract price of $66,000. The costs are broken down as follows:

Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

• Development of Program Guidelines and Program Forms- $3,000 • Preparation of Policies and Procedures $5,000
• Program Marketing / Workshops - $4,000
• Application Intake Review – $11,500
• Project Management - $42,500
CARES, AMERICAN RESCUE PLAN, and Community Project Funding LDM shall provide the City with technical assistance for the administration and implementation of the CARES Act and American Rescue Plan (ARP) funds, comprised of the following:

CARES Act - Emergency Rental and Business Assistance Program Budget Proposal LDM shall perform the program technical assistance services for not-to-exceed contract price of $25,000. The costs include, but is not limited to, the preparation of program guidelines and related implementation forms; providing capacity building/training of staff on the requirements and implementation of the funding source to comply with funding regulations; and prepare any HUD/Treasury required reports and Action Plan Amendments.

American Rescue Plan Program Funds Budget Proposal
LDM shall perform the program technical assistance services for not-to-exceed contract price of $25,000. The costs include, but is not limited to, the preparation of program guidelines and related implementation forms; providing capacity building/training of staff on the requirements and implementation of the funding source to comply with funding regulations; and prepare any HUD required reports and Action Plan Amendments.

Community Project Funding (“CPF”)
LDM shall perform the CPF Program Planning and Administration Services for a not-to-exceed contract price of $50,000, including: Assist the City with assembling and submitting to HUD all information necessary to enter into a grant agreement, including a completed project narrative, line-item project budget, and required forms before the December 31, 2022 deadline established in the FY2022 Community Project Funding Grant Guide (“CPF Grant Guide"), Prepare required National Environmental Policy Act (NEPA) reviews, Incorporate language into project documents as required to comply with the requirements of the Build America, Buy America (BABA) Act, Assist the City to comply with the requirements of 2 CFR Part 200 applicable to the CPF award, including suspension and debarment, financial management, program income, record retention and access, cost principles, and audit requirements, Monitor contractor compliance with the Davis-Bacon and Related Acts, Minority and Women-owned Business, and Section 3 requirements, Prepare and facilitate submission of all required CPF reports.

FIVE-YEAR CONSOLIDATED PLAN DOCUMENTS (to be prepared in 2024-2025 PY) LDM shall prepare the following HUD mandated documents for a lump sum costs per document as noted below. The documents would be prepared during the 2024-2025 program year with a completion date of no later than May 15, 2025, in accordance with HUD requirements.
• Five-Year Consolidated Plan - $26,000
• Five-Year Analysis of Impediments to Fair Housing Choice – $18,500 • Update to Limited English Proficiency Plan (LEP) - $2,000 • Update to Citizen Participation Plan (CPP) - $3,000
Professional Service Agreement
CDBG & HOME Programs Consulting Services
City of Hawthorne I LDM Assoc. Inc.

COST ESTIMATE
(PY)
Program Title/Description Not to Exceed
Annual Program
CDBG Program Planning and Administration:

Perform the CDBG Program Planning and Administration Services, inclusive of the preparation of the Action Plan and Consolidated Annual Performance Report (CAPER), billed on a Lump-sum basis of $7,000 each.
$120,000.00
HOME Administration:

Implementation of the day-to-day HOME program functions. $32,000.00 Cares Act – CDBG-CV Technical Assistance:

Perform technical assistance services including: preparation of program guidelines and related implementation forms; providing capacity building/training of staff on the requirements and implementation of the funding source to comply with funding regulations; and prepare HUD required reports and Action Plan Amendments. $25,000.00
American Rescue Plan – HOME-ARP Technical Assistance:

Perform technical assistance services including: preparation of program guidelines and related implementation forms; providing capacity building/training of staff on the requirements and implementation of the funding source to comply with funding regulations; and prepare HUD required reports and Action Plan Amendments. $25,000.00
Sub Total: $202,000.00
Optional Tasks: Should City Implement Activity/Program
Community Project Funding – Technical Assistance:

Perform the CPF Program Planning and Administration Services for a not-toexceed contract price of $50,000. Funds not billed in program year to be carried over where projects extend beyond one program year.
$50,000.00
Davis Bacon Labor Compliance Monitoring:

Perform the Davis-Bacon labor compliance monitoring for one capital improvement project per program year. Funds not billed in program year to be carried over where projects extend beyond one program year. $19,000.00
Commercial Rehabilitation:

Perform the Commercial Rehab Program administration for approximately 3 projects (approximately 1 major and 2 minor). Funds not billed in previous program year to be carried over where projects extend beyond one program year. $35,000.00
Owner-Occupied Housing Rehabilitation:

Perform the Housing Rehab Program administration for approximately 10 projects (approximately 4 major and 6 minor). Funds not billed in previous program year to be carried over where projects extend beyond one program year. $69,000.00
Rental Rehabilitation Program:

Perform the program administration services as follows:
• Development of Program Guidelines and Program Forms- $3,000 • Preparation of Policies and Procedures $5,000
• Program Marketing / Workshops - $4,000
• Application Intake Review – $11,500
• Project Management - $42,500
$66,000.00
Sub Total: $239,000.00
Total $441,000.00

RATE SCHEDULE
Schedule Of Hourly Billing Rates
Rates effective as of July 1, 2021
Title
PY
2021-2022
PY
2022-2023
PY
2023-2024
PY
2024-2025
PY
2025-2026
President/Senior Vice President $121.00 $124.50 $128.00 $131.00 $134.00 Vice President $116.00 $119.00 $122.00 $125.00 $128.00
Director $111.00 $114.00 $117.00 $120.00 $123.00
Manager $105.50 $108.50 $111.50 $114.50 $117.50
Senior Associate $100.00 $102.50 $105.50 $108.00 $111.00 Associate $90.00 $92.50 $95.00 $97.50 $100.00
Senior Analyst $74.00 $76.00 $78.00 $80.00 $82.00
Program Analyst $69.00 $71.00 $73.00 $75.00 $77.00
Secretary $48.00 $49.50 $51.00 $52.50 $54.00

REIMBURSABLE ITEMS
Project Supplies At Cost plus 10% surcharge (when applicable) Prints/Reproductions At Cost plus 10% surcharge (when applicable) Postage and Delivery At Cost plus 10% surcharge (when applicable) Property Profile Requests $25.00 each
Policy of Insurance Record Title (PIRT) At Cost plus 10% surcharge Recordation of Required Loan Documents
and Notice of Completion
At Cost plus 10% surcharge

AGENDA ITEM NO. 19

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Housing
City Manager: __________
Vontray Norris
Dir. of Housing: ___________
Kimberly Mack
SUBJECT:

The Hawthorne Business Connect (HBC) 23-24 Budget.

RECOMMENDED MOTION:

Staff recommends that the City Council approve the proposed budget.

DISCUSSION:

On December 13, 2022, staff was directed to establish an internal business collaborative division to engage with Hawthorne businesses to provide support, outreach, engagement, speaker series, and grand opening support. On January 10, 2023, staff returned to the council for more direction.

January 24, 2023, Hawthorne Business Connect (HBC) was introduced to the City by a presentation created by multiple City departments who could offer the greatest services to businesses. On March 14, 2023, staff returned to council with a timeline of the potential rollout for the business collaborative program and was authorized to move forward with the goals of this project. As of today, HBC has created a web page with resources for local businesses including available grants and an online application for the Ribbon-cutting Ceremony.

HBC hosted a booth at the 2023 Business Expo. Additionally, the first of 3 scheduled social events was held on May 8, 2023 and the next will be on August 7, 2023. These events offer opportunities for entrepreneurs to meet Hawthorne staff and have their questions answered while establishing a working relationship with the City and neighboring businesses. HBC has also created an explainer video for the Business Licensing process, which has been made available at various locations on the City’s website.

There is so much more to offer, however funding is required in order for HBC to continue to be a benefit to local businesses. Staff is requesting the approval of a budget of $5,000 for the 23-24 Fiscal Year.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Goal 1.3.

Develop a business support and development collaborative that interfaces directly with existing small and large businesses (support and retention), identifies key sectors (tech, hotels, restaurants) and energetically recruits new businesses in those sectors (attraction), and coordinates resources to assist growing businesses (expansion). Establish partnerships with entities that can work toward City goals and objectives. Create a database of businesses in the City to track interactions.

Goal 1.9
Develop a strategy to successfully obtain recognition as a business friendly city.

FISCAL IMPACT:
$5000.00, Funds for this item are made available by the American Rescue Plan Act.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

None

AGENDA ITEM NO. 20

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:

Progress Payment #5 and Final Acceptance for the first contract year in the amount of $571,523.21 due to Martinez Landscape Company, Inc. of Sylmar, CA for General Maintenance (Project # 22-05).

RECOMMENDED MOTION:

Staff recommends that the City Council approve this Progress Payment #5 and Final Acceptance for the first contract year and approve the start of the second contract year to Martinez Landscape Company, Inc. of Sylmar, CA.

DISCUSSION:

This contract encompasses various crucial maintenance activities, including the City's Weed Abatement Project, landscape and general maintenance needs, and specific tasks such as concrete and asphalt replacement, sidewalk, curb, and gutter replacements. Additionally, it includes essential tree planting, removal, and maintenance services for the medians along Hawthorne Blvd, Prairie Ave, Inglewood Ave, and Imperial Hwy. These contract maintenance activities are designed to complement the work performed by City Staff as required.

Furthermore, the contract incorporates regular debris maintenance on Caltrans right of way, ensuring that roads and adjacent areas remain free from obstructions. This work plays a vital role in preserving safe and accessible roadways, while also preventing the accumulation of trash, plastic, and other debris from being washed into our storm drains by rainwater. By effectively managing debris, the contract helps to safeguard the cleanliness and functionality of the surrounding environment.

Lastly, the contract addresses City Council asbestos removal, which is of utmost importance in ensuring the protection of workers, the public, and the environment. By conducting asbestos removal activities in strict adherence to regulations, the City Council takes proactive measures to mitigate the potential health

risks associated with asbestos exposure. This responsible approach demonstrates the City's commitment to maintaining a safe and healthy living and working environment for its residents and visitors.

In summary, this comprehensive contract encompasses a wide range of maintenance activities that are vital for maintaining safe and accessible infrastructure, preserving the cleanliness of public spaces, and safeguarding public health. Through these efforts, the City Council aims to provide a high standard of living for its community, while also fulfilling its environmental responsibilities and regulatory obligations.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Overall, a citywide general maintenance contract serves as a foundation for economic development by improving infrastructure, enhancing aesthetics, promoting safety, demonstrating environmental stewardship, and optimizing efficiency. These factors collectively contribute to attracting businesses, encouraging investment, and fostering a vibrant and prosperous local economy.

FISCAL IMPACT:

None. Funds for this payment in the amount of $571,523.21 are available in the adopted Fiscal Year 2022-2023 budget and will be paid for with approved and allocated funds from Proposition C, Measure R and Non-Gas Tax Funds. The five percent (5%) retention of the amount of $171,537.73 will be paid thirty-five (35) days following the Final Acceptance of this first contract year.

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Progress Payment #5 and Final

AGENDA ITEM NO. 21

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of June 27, 2023
Originating Department: Human Resources
City Manager: __________
Vontray Norris
Dir. of Human Resources: ___________
Erika Lampkin
SUBJECT:

Amendment to the Agreement/Contract Hawthorne Police Officers Association (HPOA) RECOMMENDED MOTION:

Staff recommends that the City Council approve an amendment to the Hawthorne Police Officers Association Memorandum of Understanding effective July 1, 2021 – June 30, 2024.

DISCUSSION:

As a part of this unit’s bargained benefits, members are entitled to an Employee Assistance Program serviced by Managed Health Network (MHN). The parent company for MHN, Centene Corporation, has decided to leave the Employee Assistance Program business. The agreement will end June 30, 2023. The Human Resources Department conducted a search for comparable Employee Assistance Programs in an effort to find a replacement with comparable benefits and services and has subsequently partnered with Reliance Standard, ACI’s Specialty Benefits at no additional cost to the City or the employees.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:
.

FISCAL IMPACT:

NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):

1. Side Letter Agreement - HPOA

2. MHN Cancellation Notice

3. Reliance Standard - ACI - EAP Flyer

SIDE LETTER AGREEMENT
TO THE 2021 – 2024 MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF HAWTHORNE

AND THE HAWTHORNE POLICE OFFICERS ASSOCIATION
WHEREAS, the City of Hawthorne (“City”) and the Hawthorne Police Officers Association (“HPOA”) have entered into a Memorandum of Understanding (“MOU”) covering the periods of July 1, 2021 – June 2024.

WHEREAS, the City of Hawthorne (“City”) and the Hawthorne Police Officers Association (“HPOA”) have met and conferred in good faith.

NOW, THEREFORE, THE PARTIES do hereby agree as follows:

1. On June 7, 2023, the parties agreed to amend the language in Article 17.4 Entitled Managed Health Network to no longer include Managed Health Network (MHN) as the carrier of the Employee Assistance Program.

2. Parties agree in Article 17.4 that the City shall make the outpatient element of the MHN network available to all employees and qualified dependents at City cost.

3. Parties agree that the City will replace Managed Health Network (MHN) with a carrier that offers the equivalent benefit(s) of MHN.

CITY OF HAWTHORNE HAWTHORNE POLICE OFFICERS

ASSOCIATION
_________________________ ____________________________
Erika Lampkin HPOA
Director of Human Resources
___________________________
Vontray Norris
City Manager
Dear Felice Lopez,
I am writing to inform you of upcoming changes to MHN’s EAP services. As you may know, on January 4, 2022, MHN’s parent company, Centene Corporation, acquired Magellan Healthcare, which provides comprehensive behavioral health and EAP services, along with best-in-class technology. Taking into consideration the needs of our customers, market conditions, and regulatory restrictions, MHN has made the difficult decision to leave the EAP market effective June 30, 2023.

We understand that EAP services are an important part of your company’s benefits package and would be pleased to help facilitate a transfer to our sister company, Magellan Healthcare. This move is strictly voluntary, and if you would like to learn more, please contact your Account Manager as soon as possible for assistance.

I would like to take this opportunity to personally thank you for being a valued EAP customer. We appreciate our collaboration and your trust in MHN. If you have any questions, please do not hesitate to contact your Account Manager, Monica Andrade ([email protected]).

Sincerely,
Devan J. Cross
MHN President & CEO
Enclosed:

Notification of Cancellation, Rescission, or Nonrenewal MHNEAPER11082022
January 27, 2023
City of Hawthorne
Group # 002799
4455 West 126th Street
Hawthorne, CA 90250
Notice of Cancellation, Rescission, or Nonrenewal
Notice of Cancellation of your Employee Assistance Program Combined Evidence of Coverage and Disclosure Form
From Managed Health Network
Dear Felice Lopez,
Thank you for being a valued Managed Health Network (“MHN”) customer, enrolled in the Employee Assistance Program (“EAP Program”). We are writing to notify you about a change in your EAP coverage. MHN’s EAP Program is being discontinued and coverage under MHN will no longer be available after June 30, 2023, meaning your EAP Program coverage under your Agreement with MHN will be cancelled effective July 1, 2023. This withdrawal and cancellation is being done in accordance with California Health and Safety Code §1365 and California Code of Regulations, title 28, § 1300.65.

The California Department of Managed Health Care is responsible for regulating health care service plans. If you have a grievance against your health plan, you should first telephone your health plan and use your health plan’s grievance process before contacting the department. Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be available to you. If you need help with a grievance involving an emergency, a grievance that has not been satisfactorily resolved by your health plan, or a grievance that has remained unresolved for more than 30 days, you may call the department for assistance.

You may also be eligible for an Independent Medical Review (IMR). If you are eligible for IMR, the IMR process will provide an impartial review of medical decisions made by a health plan related to the medical necessity of a proposed service or treatment, coverage decisions for treatments that are experimental or investigational in nature and payment disputes for emergency or urgent medical services. The department also has a toll-free telephone number (1-888-HMO-2219) and a TDD line (1-877-688-9891) for the hearing and speech impaired. The department’s Internet Web site https://www.hmohelp.ca.gov has complaint forms, IMR application forms and instructions online.

RIGHT TO SUBMIT GRIEVANCE REGARDING CANCELLATION, RESCISSION, OR NONRENEWAL OF YOUR PLAN ENROLLMENT, SUBSCRIPTION, OR CONTRACT.

MHNEAPER11082022
If you believe your health care coverage has been, or will be, improperly cancelled, rescinded, or not renewed, you have the right to file a grievance with the plan and/or the Department of Managed Health Care.

OPTION (1) - YOU MAY SUBMIT A GRIEVANCE TO YOUR PLAN.
* You may submit a grievance to MHN by calling 1-800-327-0010 online at www.mhn.com, or by mailing your written grievance to:

MHN
Quality Management Department
PO Box 10697
San Rafael, CA 94912
* You may want to submit your grievance to MHN first if you believe your cancellation, rescission, or nonrenewal is the result of a mistake. Grievances should be submitted as soon as possible. * MHN will resolve your grievance or provide a pending status within three (3) calendar days. If you do not receive a response from the plan within three (3) calendar days, or if you are not satisfied in any way with the plan's response, you may submit a grievance to the Department of Managed Health Care as detailed under Option 2 below.

OPTION (2) - YOU MAY SUBMIT A GRIEVANCE DIRECTLY TO THE DEPARTMENT OF MANAGED HEALTH CARE. * You may submit a grievance to the Department of Managed Health Care without first submitting it to the plan or after you have received the plan's decision on your grievance. * You may submit a grievance to the Department of Managed Health Care online at:

WWW.HEALTHHELP.CA.GOV
* You may submit a grievance to the Department of Managed Health Care by mailing your written grievance to:

HELP CENTER

DEPARTMENT OF MANAGED HEALTH CARE
980 NINTH STREET, SUITE 500
SACRAMENTO, CALIFORNIA 95814-2725
* You may contact the Department of Managed Health Care for more information on filing a grievance at:

PHONE: 1-888-466-2219
TDD: 1-877-688-9891
FAX: 1-916-255-5241
If you have any questions or concerns, please contact your MHN Account Manager.

Sincerely,
Managed Health Network
MHNBHER11082022

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