The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
4. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to the Underwriter that, as of the Closing Date:
(a) The Successor Agency is a public entity existing under the laws of the State, including the Dissolution Act, and is authorized, among other things, (i) to issue the Bonds, and (ii) to secure the Bonds in the manner contemplated by the Indenture. (b) The Successor Agency has the full right, power and authority (i) to enter into the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate (defined below), and this Bond Purchase Agreement (collectively, the “Successor Agency Documents”), (ii) to 4 issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents, and the Successor Agency has complied with all provisions of applicable law in all matters relating to such transactions.
(c) The Successor Agency has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance by the Successor Agency of the Successor Agency Documents, (ii) the distribution and use of the “deemed final” Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Successor Agency to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Successor Agency in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.
(d) The information contained in the Preliminary Official Statement (excluding therefrom any information relating to the Insurer, the Insurance Policy, the Reserve Policy, The Depository Trust Company (“DTC”) and its book-entry system included therein, information provided by the Underwriter and the information therein under the caption “UNDERWRITING”) is true and correct in all material respects, and did not as of its date contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) The information contained in the Official Statement (excluding therefrom any information relating to the Insurer, the Insurance Policy, the Reserve Policy, DTC and its bookentry system included therein, information provided by the Underwriter and the information therein under the caption “UNDERWRITING”) is true and correct in all material respects, and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) Neither the execution and delivery by the Successor Agency of the Successor Agency Documents and of the Bonds nor the consummation of the transactions on the part of the Successor Agency contemplated herein or therein or the compliance with the provisions hereof or thereof will, in any material way, conflict with, or constitute on the part of the Successor Agency a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, note or other agreement or instrument to which the Successor Agency is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Successor Agency (or the Board members of the Successor Agency or any of its officers in their respective capacities as such) is subject.
(g) The Successor Agency has never been in default at any time, as to principal of or interest on any obligation which it has issued except as otherwise specifically disclosed in the Official Statement; and the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on Tax Revenues (senior to or on a parity with the pledge thereof under the Indenture), except as is specifically disclosed in the Preliminary Official Statement and the Official Statement. 5 (h) Except as will be specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the Successor Agency or, to the knowledge of the Successor Agency, threatened, which in any way questions the powers of the Successor Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Successor Agency Documents, or which, in any way, could adversely affect the validity or enforceability of the Successor Agency Documents or the Bonds or, to the knowledge of the Successor Agency, which in any way questions the exclusion from gross income of the recipients thereof the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under federal or state tax laws or regulations or which in any way could materially adversely affect the availability of Tax Revenues to pay the debt service on the Bonds.
(i) Any written certificate signed by any official of the Successor Agency and delivered to the Underwriter in connection with the offer or sale of the Bonds shall be deemed a representation and warranty by the Successor Agency to the Underwriter as to the truth of the statements therein contained.
(j) The Successor Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon.
(k) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Successor Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification or determination in any jurisdiction. (l) All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Successor Agency of, its obligations under the Indenture and the Escrow Agreements has been duly obtained or made and are in full force and effect.
(m) Between the date of this Bond Purchase Agreement and the Closing Date, the Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed money secured by a pledge of or lien on Tax Revenues on a basis senior to or on a parity with the Bonds except as previously disclosed in writing to the Underwriter. 6 (n) The Successor Agency will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Preliminary Official Statement and the Official Statement. (o) Except as otherwise described in the Official Statement, as of the Closing Date, the Successor Agency will not have outstanding any indebtedness which indebtedness is secured by a lien on Tax Revenues on a parity with or senior to the lien provided for in the Indenture on Tax Revenues.
(p) Except as described in the Preliminary Official Statement and the Official Statement and based upon a review of their previous undertakings, the Successor Agency has not failed, within the last five years, to comply in all material respects with any undertaking of the Successor Agency pursuant to Rule 15c2-12.
(q) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading, the Successor Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Successor Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Successor Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Successor Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Successor Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the Successor Agency may assume that the “End of the Underwriting Period” is the Closing Date.
(r) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (q) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make the information therein in the light of the circumstances under which it was presented, not misleading.
(s) To the best of the Successor’s Agency knowledge, the Oversight Board has duly adopted the Oversight Board Resolution and no further Oversight Board approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement.
7 (t) The Department of Finance of the State (the “Department of Finance”) has issued a letter, dated _______, 2025, approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement. The Successor Agency has received its Finding of Completion from the Department of Finance pursuant to section 34179.7 of the Dissolution Act. Except as disclosed in the Official Statement, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor-Controller to deduct unpaid unencumbered funds from future allocations to the Successor Agency pursuant to Section 34183 of the Dissolution Act. (u) As of the time of acceptance hereof and as of the Closing Date, the Successor Agency has complied with the filing of all Recognized Obligation Payment Schedules as required by law.
5. Covenants of the Successor Agency. The Successor Agency covenants with the Underwriter as of the Closing Date as follows:
(a) The Successor Agency covenants and agrees that it will execute a continuing disclosure certificate, constituting an undertaking to provide ongoing disclosure about the Successor Agency, for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Rule 15c2-12, substantially in the form attached to the Official Statement (the “Continuing Disclosure Certificate”).
(b) The Successor Agency agrees to cooperate with the Underwriter in the preparation of any supplement or amendment to the Official Statement deemed necessary by the Underwriter to comply with Rule 15c2-12 and any applicable rule of the MSRB. (c) If at any time prior to the Closing Date, any event occurs with respect to the Successor Agency as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Successor Agency shall promptly notify the Underwriter in writing of such event. Any information supplied by the Successor Agency for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any such fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Successor Agency will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Indenture or which would cause the interest on the Bonds to be includable in gross income of the owners of the Bonds for federal income tax purposes.
6. Closing. On [Closing Date], or at such other date and times as shall have been mutually agreed upon by the Successor Agency and the Underwriter (the “Closing Date”), the Successor Agency will deliver or cause to be delivered the Bonds to the Underwriter, and the Successor Agency shall deliver or cause to be delivered to the Underwriter the certificates, opinions and documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The activities relating to the execution and delivery of the Bonds, opinions and other instruments as described in Section 8 of 8 this Bond Purchase Agreement shall occur on the Closing Date, unless otherwise specified herein. The delivery of the certificates, opinions and documents as described herein shall be made at the offices Nossaman LLP, in Los Angeles, California (“Bond Counsel”), or at such other place as shall have been mutually agreed upon by the Successor Agency and the Underwriter. Such delivery is herein called the “Closing.”
The Bonds will be prepared and physically delivered to the Trustee on the Closing Date in the form of a separate single fully registered bond for each of the maturities of the Bonds. The Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee for DTC, New York, New York. The Bonds will be authenticated by the Trustee in accordance with the terms and provisions of the Indenture and shall be delivered to DTC prior to the Closing Date as required by DTC to assure delivery of the Bonds on the Closing Date. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Bond Purchase Agreement.
At or before 8:30 a.m., Pacific Standard time, on the Closing Date, the Successor Agency will deliver, or cause to be delivered, the Bonds to DTC, in definitive form duly executed and authenticated by the Trustee, and the Underwriter will pay the Purchase Price of the Bonds by delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal funds of the Purchase Price payable to the order of the Trustee, less the amounts remitted by the Underwriter to the Insurer as described in the third paragraph of Section 1(a).
7. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Successor Agency in establishing the issue price of the Bonds and shall execute and deliver to the Successor Agency at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Successor Agency and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Exhibit A attached hereto, the Successor Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Successor Agency the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Successor Agency the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Successor Agency or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering 9 price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution 10 agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Successor Agency acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Successor Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as 11 applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) “sale date” means the date of execution of this Bond Purchase Agreement by all parties.
8. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions:
(a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date; (b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency since June 30, 2024; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Escrow Agreements and the Indenture shall be in full force and effect;
(d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter:
(i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee;
(ii) a copy of the Continuing Disclosure Certificate, as duly executed and delivered by the Successor Agency;
(iii) a copy of the Escrow Agreement, as duly executed and delivered by the Successor Agency and the Escrow Bank;
(iv) the opinion of Bond Counsel, dated the Closing Date and addressed to the Successor Agency, in the form attached as Appendix B to the Official Statement and a reliance letter, dated the Closing Date and addressed to the Underwriter which shall include a statement that the opinion substantially in the form attached as Appendix B to the Official Statement may be relied upon by the Underwriter to the same extent as if such opinion was addressed to them;
(v) a certificate, dated the Closing Date, of the Successor Agency executed by its Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Executive Director, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency’s participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by the Escrow Agreements, this Bond Purchase Agreement, the Continuing Disclosure Certificate or 12 the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied, in all material respects, with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) to the best knowledge of such officer, no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the Audited Financial Statements of the City for the Fiscal Year End June 30, 2024, as Appendix E to the Official Statement;
(vi) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date, addressed to the Underwriter and the Successor Agency, in form and substance acceptable to each of them, dated the date of the Closing, to the following effect:
(A) The Successor Agency is a public entity, duly organized and validly existing under the laws of the State;
(B) The execution and delivery of the Indenture, the Continuing Disclosure Certificate, the Escrow Agreements, and this Bond Purchase Agreement have been duly approved by the Successor Agency Resolutions adopted by the Agency Board at meetings duly called and held in accordance pursuant to law and with all public notice required by law and at each of which a quorum of the members of the Successor Agency was continuously present, and the Successor Resolutions are in full force and effect and have not been modified, amended or rescinded;
(C) Except as described in the Official Statement, there is no litigation pending against the Successor Agency and notice of which has been served on the Successor Agency, or to the best of such counsel’s knowledge after due inquiry, threatened against the Successor Agency, which: (1) challenges the right or title of any member or officer of the Successor Agency to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (2) challenges the validity or enforceability of the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate, or the Bond Purchase Agreement; (c) seeks to restrain or enjoin the issuance and sale of the Bonds, the adoption or effectiveness of the Resolution and Indenture, or the execution and delivery by the Successor Agency of, or the performance by the Successor Agency of its obligations under the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate, or the Bond Purchase Agreement; or (d) if determined adversely to the Successor Agency or its interests, would have a material and adverse effect upon the financial condition, assets, properties or operations of the Successor Agency; and
13 (D) The execution and delivery by the Successor Agency of, and the performance by the Successor Agency of its obligations under, the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate, and the Bond Purchase Agreement, do not in any material respect conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Successor Agency is a party or by which it is bound.
(vii) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that:
(A) The Trustee is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture; (B) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; and (C) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery by the Trustee of the Indenture or the consummation of the transactions on the part of the Trustee contemplated by the Indenture;
(viii) an opinion of counsel to the Escrow Bank, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that:
(A) The Escrow Bank is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer its obligations created under the Escrow Agreement;
(B) The Escrow Agreement has been duly authorized, executed and delivered by the Escrow Bank and the Escrow Agreement constitutes the legal, valid and binding obligations of the Escrow Bank enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; and
(C) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Escrow Bank that has not been obtained is or will be required for the execution and delivery by the Escrow Bank of the Escrow Agreement or the consummation of the 14 transactions on the part of the Escrow Bank contemplated by the Escrow Agreement;
(ix) a certificate, dated the Closing Date, of the Trustee, signed by a duly authorized officer of the Trustee, to the effect that (A) the Trustee is duly organized and validly existing as a national banking association, with full corporate power to undertake the obligations of the Indenture; (B) the Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of the trust of the Indenture; and (C) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the knowledge of the Trustee threatened against the Trustee which would restrain or enjoin the execution or delivery of the Indenture, or which would affect the validity or enforceability of the Indenture, or the Trustee’s participation in, or in any way contesting the powers or the authority of the Trustee with respect to, the transactions contemplated by the Indenture, or any other agreement, document or certificate related to such transactions;
(x) a certificate, dated the Closing Date, of the Escrow Bank, signed by a duly authorized officer of the Escrow Bank, to the effect that (A) the Escrow Bank is duly organized and validly existing as a national banking association, with full corporate power to undertake of its obligations under the Escrow Agreement; (B) the Escrow Bank has duly authorized, executed and delivered the Escrow Agreement and by all proper corporate action has authorized the acceptance of the obligations of the Escrow Bank under the Escrow Agreement; and (C) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Escrow Bank (either in state or federal courts), or to the knowledge of the Escrow Bank threatened against the Escrow Bank which would restrain or enjoin the execution or delivery of the Escrow Agreements, or which would affect the validity or enforceability of the Escrow Agreement or the Escrow Bank’s participation in, or in any way contesting the powers or the authority of the Escrow Bank with respect to, the transactions contemplated by the Escrow Agreement, or any other agreement, document or certificate related to such transactions; (xi) a supplemental opinion of Bond Counsel addressed to the Underwriter, in form and substance acceptable to each of them, dated the date of Closing, to the following effect:
(A) this Bond Purchase Agreement has been duly authorized, executed and delivered by the Successor Agency, and assuming the valid execution and delivery by the other party thereto, is valid and binding upon the Successor Agency, subject to the laws relating to bankruptcy, insolvency, reorganization of creditors’ rights generally and to the application of equitable principles;
(B) the statements contained in the Official Statement under the captions “THE BONDS”, “SECURITY FOR THE BONDS,” “TAX MATTERS” “APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE and “APPENDIX B—FORM OF OPINION OF BOND
15 COUNSEL” thereto are accurate insofar as such statements purport to expressly summarize certain provisions of the Bonds, the Indenture and Bond Counsel’s opinion concerning federal tax matters relating to the Bonds; provided, that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to DTC or the bookentry system in which the Bonds are initially delivered; and (C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; (xii) the opinion of Kutak Rock LLP, counsel to the Underwriter, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter;
(xiii) a Tax Certificate in the form satisfactory to Bond Counsel; (xiv) the final Official Statement executed by an authorized officer of the Successor Agency;
(xv) certified copies of the Successor Agency Resolutions and the Oversight Board Resolution;
(xvi) specimen Bonds;
(xvii) evidence that the federal tax information form 8038-G with respect to the Bonds has been prepared by Bond Counsel for filing; (xviii) a verification report of ________, as to the sufficiency to pay in full the redemption price of the Refunded Bonds of the moneys in the escrow account created under the Escrow Agreement;
(xix) a copy of the Insurance Policy and a copy of the Reserve Policy; (xx) an opinion of counsel to the Insurer, addressed to the Successor Agency and the Underwriter to the effect that:
(A) the descriptions of the Insurer, the Insurance Policy and the Reserve Policy included in the Official Statement are accurate; (B) the Insurance Policy and the Reserve Policy constitute the legal, valid and binding obligations of the Insurer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the Successor Agency or the Underwriter may reasonably request;
16 (xxi) a certificate of the Insurer, signed by an authorized officer of the Insurer, to the effect that:
(A) the information contained in the Official Statement relating to the Insurer, the Insurance Policy, and the Reserve Policy is true and accurate and
(B) as to such other matters as the Successor Agency or the Underwriter may reasonably request;
(xxii) satisfactory evidence that the Bonds have been assigned the ratings as set forth in the Official Statement;
(xxiii) a certificate of an officer of Harris & Associates (the “Fiscal Consultant”), dated the Closing Date, addressed to the Successor Agency and the Underwriter, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information contained in the Official Statement, including such firm’s Fiscal Consultant’s Report attached thereto as APPENDIX G, are presented fairly and accurately, and consenting to the use of their report as APPENDIX G to the Preliminary Official Statement and the Official Statement;
(xxiv) evidence of required filings with the California Debt and Investment Advisory Commission;
(xxv) a defeasance opinion of Bond Counsel with respect to the Refunded Bonds, dated the Closing Date and addressed to the Successor Agency, the Trustee, the Insurer and the Underwriter, in form and substance satisfactory to the Underwriter; (xxvi) a letter of Nossaman LLP, Disclosure Counsel to the Successor Agency, dated the date of Closing and addressed to the Successor Agency and the Underwriter to the effect that based upon their participation in the preparation of the Official Statement as Disclosure Counsel to the Successor Agency and without having undertaken to determine independently the accuracy or completeness of the contents in the Official Statement, such counsel has no reason to believe that the Preliminary Official Statement (except for the completion of pricing information and any other matters or terms of the Bonds relating thereto) as of its date or as of the date of this Bond Purchase Agreement or the Official Statement as of its date or as of the date of the Closing (except that no opinion need be expressed as to any financial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, any information about feasibility, valuation, appraisals, assessed values, market absorption, real estate, ownership, environmental or archaeological matters, Appendices A, B, C, E, F, G or H thereto, or any information about the book-entry, The Depository Trust Company, debt service requirements or tax exemption included or referred to therein, which may be expressly excluded from the scope of the opinions), contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
17 (xxvii) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing Date of the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement and the due performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency pursuant to this Bond Purchase Agreement.
9. Termination. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the Closing Date:
(a) a decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or offering circular by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Bonds, including causing interest on the Bonds to be included in gross income of the owners of the Bonds for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the Successor Agency or by any similar body under the Indenture or similar documents or upon interest received on obligations of the general character of the Bonds which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(b) legislation shall have been enacted, or considered for enactment with an effective date prior to the Closing Date, or a decision by a court of the United States shall have been rendered, the effect of which is that of the Bonds, including any underlying obligations, or the Indenture, as the case may be, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or
(c) a stop order, ruling, regulation or offering circular by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations, or the delivery or performance of the Indenture, the Escrow Agreement or the Continuing Disclosure Certificate, as contemplated hereby or by the Official Statement, is or would be in violation of any provisions of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or 18 (d) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(e) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or
(f) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(g) a general banking moratorium shall have been declared by federal, New York or California authorities; or
(h) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Successor Agency or the Former Agency; or (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or
(j) the New York Stock Exchange or other national securities exchange, or any governmental or regulatory authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter; or
(k) there shall exist any event which in the reasonable opinion of the Underwriter that either: (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement; or (ii) is not reflected in the Official Statement but should be reflected therein to make the statements and information contained therein not misleading in any material respect; or
(l) there shall have occurred or any notice shall have been given of any intended downgrade, suspension, withdrawal or negative change in credit watch status by any national credit agency of the Insurer; or
(m) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(n) any rating of the Bonds shall have been downgraded, suspended or withdrawn or placed on negative outlook or negative watch by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market 19 price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds.
10. Contingency of Obligations. The obligations of the Successor Agency hereunder are subject to the performance by the Underwriter of its obligations hereunder.
11. Duration of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants of the Successor Agency shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Successor Agency and shall survive the Closing Date.
12. Expenses. Except as set forth below and only upon the issuance of the Bonds, the Successor Agency will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, execution and delivery of the Bonds, costs of printing the Bonds, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Successor Agency, the fees and expenses of the Successor Agency’s accountants, fees of the Municipal Advisor, fees of the Fiscal Consultant, any fees charged by rating agencies for the rating of the Bonds and fees of the Trustee and the Escrow Bank. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be paid, all of the expenses specified above.
(a) The Underwriter shall pay the fees and expenses of its counsel, all advertising expenses incurred in connection with the public offering of the Bonds, fees of the California Debt and Investment Advisory Commission, CUSIP fees and all other expenses incurred by it in connection with the public offering and distribution of the Bonds (including out-of-pocket expenses and related regulatory expenses).
13. Notices. Any notice or other communication to be given to the Successor Agency under this Bond Purchase Agreement may be given by delivering the same in writing to the Executive Director at the address referenced above and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Samuel A. Ramirez & Co., Inc., 12130 Millennium Drive, Suite 300, Los Angeles, California 90094; Attention: Public Finance.
14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Successor Agency and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof.
15. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.
16. Headings. The headings of the paragraphs of this Bond Purchase Agreement are inserted for convenience of reference only and shall not be deemed to be a part hereof. 20 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
18. Effectiveness. This Bond Purchase Agreement shall become effective upon its acceptance hereof by the Successor Agency.
S-1
19. Counterparts. This Bond Purchase Agreement may be executed in several counterparts which together shall constitute one and the same instrument.
Very truly yours,
SAMUEL A. RAMIREZ & CO., INC., as
Underwriter
By
Authorized Representative
The foregoing is hereby agreed to and accepted as
of the date first above written:
SUCCESSOR AGENCY TO THE
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF HAWTHORNE
By
Authorized Officer
Time of Execution: _____________ p.m.
California time
A-1
EXHIBIT A TO THE
BOND PURCHASE AGREEMENT
$__________
SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF HAWTHORNE
TAX ALLOCATION REFUNDING BONDS, SERIES 2025
MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOfferingPrice Rule
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
_________________
* At the time of execution of this Bond Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement.
A-2
REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing on or after September 1, 20__, are subject to redemption, at the option of the Successor Agency, on any date on or after September 1, 20___, in whole or in part, among such maturities as shall be determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium.
B-1
EXHIBIT B
FORM OF ISSUE PRICE CERTIFICATE
$__________
SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF HAWTHORNE
TAX ALLOCATION REFUNDING BONDS, SERIES 2025
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Samuel A. Ramirez & Co., Inc. (“Ramirez”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Ramirez offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [BPA Date], by and between Ramirez and the Issuer, Ramirez has agreed in writing that, (i) for each Maturity of the Holdthe-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” B-2
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Ramirez has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-theOffering-Price Maturity. (d) Issuer means the Successor Agency to the Community Redevelopment Agency of the City of Hawthorne.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents Ramirez’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nossaman LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: [Closing Date] SAMUEL A. RAMIREZ & CO., INC.
By:
Authorized Officer
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(to be attached)
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
AGENDA ITEM NO. 12.
CITY OF HAWTHORNE
Successor Agency
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: Finance
Exec. Director: Legal Counsel:
SUBJECT:
RESOLUTION NO. 2025-04
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE HAWTHORNE REDEVELOPMENT
AGENCY, APPROVING AN AMENDMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY
AND HARRIS & ASSOCIATES TO PROVIDE THE SUCCESSOR AGENCY WITH VARIOUS SERVICES ASSOCIATED WITH SUCCESSOR AGENCY REPORTING REQUIREMENTS.
RECOMMENDED MOTION:
Staff recommends the Adoption of Resolution No. 2025-04, approving an Amendment Agreement between the Successor Agency and Harris & Associates to provide the Successor Agency with various services associated with Successor Agency reporting requirements.
DISCUSSION:
Staff is recommending that the Successor Agency enter into an amendment agreement with Harris & Associates to provide various services. Specifically, Harris & Associates has proposed providing services related to tax revenue sharing reporting to the Successor Agency.
Regulation 1808, adopted by the California Department of Tax and Fee Administration ("CDTFA"), requires every local agency to electronically complete and submit a tax revenue sharing agreement reporting form to the CDTFA by April 30 of each year to report the tax revenue sharing agreement information required to be reported by Revenue and Taxation Code ("RTC") section 7213 for the immediately preceding fiscal year. Harris identified this reporting to apply to:
1) The Gateway Center Disposition and Development Agreement ("DDA"). The DDA requires rebates of tax increment, sales tax, and transient occupancy tax revenues used for payment of debt service on the CFD 1999-1 2010 Special Tax Refunding Bonds and for repayment of the Agency Note debt assumed by the Hawthorne Community Redevelopment Agency to incentivize private improvements to public infrastructure in the Gateway development. 2) The Oceangate Owner Participation Agreement ("OPA"). The Hawthorne Community Redevelopment Agency entered the OPA, which requires sales tax and tax increment rebates to property owners in the OPA project area, to redevelop certain parcels for commercial purposes and fund public improvements.
The successful completion of this work will ensure compliance with the CDTFA's Regulation 1808.
The Successor Agency and Harris & Associates originally entered into an agreement effective April 7, 2025, for Harris to provide reporting services to the Successor Agency. That agreement established a contract term of April 7, 2025, through June 30, 2025, and a total compensation of a fee not to exceed $10,000.
Harris & Associates is proposing an amendment to extend the contract term from June 30, 2025 to June 30, 2030. This will align the contract year more closely with the schedule for the scope of work while avoiding any gaps in service.
Harris & Associates proposes an annual flat fee between $7,500 and $8,800 for services provided between Fiscal Years 2025-26 and 2029-30, as detailed in Exhibit A. The total contract amount would increase to $50,600, of which $40,600 corresponds to services provided between Fiscal Years 2025-26 and 2029-30. The City's General Fund will not be responsible for any of the costs associated with this reporting requirement and associated services.
Health & Safety Code Section 34177(j)(3) requires proposals for arrangements for administrative and operations services provided by a city, county, or other entity to be submitted to the oversight board for its approval.
Staff recommends approval of Resolution No. 2025-04 approving the agreement between the Successor Agency and Harris & Associates and further authorizing the Executive Director to execute said agreement and any amendments thereto
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
.
FISCAL IMPACT:
None to the General Fund.
NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act
ATTACHMENTS
Resolution No. 2025-04
Tax Sharing Amendment Agmt
Exhibit A:Proposal May 8, 2025
Exhibit B:Contract April 7, 2025
RESOLUTION NO. 2025-04
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE
HAWTHORNE REDEVELOPMENT AGENCY APPROVING AN
AMENDMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY
TO THE HAWTHORNE REDEVELOPMENT AGENCY AND HARRIS &
ASSOCIATES TO PROVIDE THE SUCCESSOR AGENCY WITH
VARIOUS SERVICES ASSOCIATED WITH SUCCESSOR AGENCY
REPORTING REQUIREMENTS.
WHEREAS, the Hawthorne Redevelopment Agency (“Agency”) was established as a redevelopment agency that was previously organized and existing under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (“CRL”), and previously authorized to transact business and exercise powers of a redevelopment agency pursuant to action of the City Council of the City of Hawthorne (“City”);
WHEREAS, Assembly Bill x1 26, chaptered and effective on June 27, 2011, added Parts
1.8 and 1.85 to Division 24 of the California Health & Safety Code, which caused the dissolution of all redevelopment agencies and required the wind down of the affairs of former agencies, including as such laws were amended by Assembly Bill 1484, chaptered and effective on June 27, 2012, and Senate Bill 107, chaptered and effective on September 22, 2015 (together, the “Dissolution Law”); and
WHEREAS, as of February 1, 2012, the Agency was dissolved pursuant to the Dissolution Law, and as a separate public entity, corporate and politic, the City of Hawthorne (“City”) elected to serve as the Successor Agency to the Hawthorne Redevelopment Agency (“Successor Agency”) to administer the enforceable obligations of the former Agency and otherwise unwind the former Agency’s affairs, all subject to the review and approval by an oversight board (“Oversight Board”); and
WHEREAS, the Successor Agency desires to enter into an amendment agreement with Harris & Associates to provide services related to tax revenue sharing reporting to the Successor Agency, as detailed in the proposal dated May 8, 2025, for a term beginning April 7, 2025, and ending June June 30, 2030; and
WHEREAS, the Harris & Associates Successor Agency Consulting Contract is to be funded by the administrative cost allowance pursuant to Health & Safety Code Section 34171(b); and
WHEREAS, Health & Safety Code Section 34177(j)(3) requires proposals for arrangements for administrative and operations services provided by a city, county, or other entity to be submitted to the oversight board for its approval; and WHEREAS, Health & Safety Code Section 34177.3(b) states that successor agencies may create enforceable obligations to conduct the work of winding down the redevelopment agency, including acquiring necessary professional administrative services; and WHEREAS, Successor Agency staff has reviewed and approved the proposed Harris & Associates Successor Agency Consulting Contract and recommends its approval. 2 NOW, THEREFORE, the Successor Agency to the Hawthorne Redevelopment Agency does hereby resolve as follows:
Section 1. The above recitals are true and correct and are a substantive part of this Resolution, incorporated herein by this reference.
Section 2. The Agency hereby approves the Harris & Associates Successor Agency Consulting Contract substantially in the form attached hereto and incorporated herein as Exhibit A and further authorizes the Executive Director to sign said agreement and any amendments thereto, with any minor, non-substantive changes to be made by Agency Counsel.
Section 3. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and any such actions previously taken by such officers and staff are hereby ratified and confirmed.
PASSED AND ADOPTED by the Successor Agency at a meeting held on the 27th day of May 2025.
________________________________
ALEX VARGAS,
CHAIR, SUCCESSOR AGENCY TO THE
HAWTHORNE REDEVELOPMENT AGENCY
ATTEST:
______________________________
DAYNA S. WILLIAMS-HUNTER
SECRETARY, SUCCESSOR AGENCY
APPROVED AS TO FORM:
________________________________
ROBERT M. KIM
LEGAL COUNSEL
EXHIBIT A
HARRIS & ASSOCIATES SUCCESSOR AGENCY CONSULTING CONTRACT 1 FIRST AMENDMENT
TO AGREEMENT BETWEEN THE CITY OF HAWTHORNE IN ITS ROLE AS THE SUCCESSOR AGENCY AND HARRIS & ASSOCIATES, INC.
This First Amendment to the Professional Services Agreement for Services Related to Tax Share Revenue Reporting First made and effective as of July 1, 2025, by and between the City of Hawthorne in its role as the Successor Agency to the former Hawthorne Community Redevelopment Agency ("Successor Agency") and Harris & Associates, Inc. Successor Agency and Consultant are sometimes
RECITALS
WHEREAS, the Parties entered into an Agreement effective April 7, 2025 pursuant to which Consultant agreed to provide certain professional services to Successor Agency. The Agreement established a contract term of April 7, 2025, through June 30, 2025, and a compensation of a fee not to exceed $10,000.00.
WHEREAS, the Parties desire to end from June 30, 2025, to June 30, 2030.
WHEREAS, the Parties desire to increase the Agreement compensation amount by $40,600, increasing the total compensation to the amount not to exceed $50,600.
NOW, THEREFORE, in consideration of the foregoing Recitals, the Agreement of the Parties as set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:
1. TERM. Section 1, TERM of the Agreement is amended to extend the term to June 30, 2030.
2. COMPENSATION. Section 5.0 COMPENSATION of the Agreement is amended to increase the compensation amount by $40,600, increasing the total compensation to the amount not to exceed $50,600.
The Successor Agency agrees to pay Consultant in accordance with the payment rates, terms, and schedule of payment based upon flat fees as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full.
3. EFFECT. Except as otherwise specifically amended herein in this First Amendment, all other terms and conditions contained in the original Agreement shall remain in full force and effect.
4. This First Amendment may be executed in counterparts.
SIGNATURES ON FOLLOWING PAGE.
2 IN WITNESS WHEREOF, this First Amendment to the Agreement has been executed by their duly authorized representatives.
SUCCESSOR AGENCY CONSULTANT
By: ________________________ By: ________________________ Vontray Norris, City Manager Dima Galkin, Director
Successor Agency Harris & Associates
APPROVED AS TO FORM:
By: ________________________
Robert M. Kim, General Counsel
Successor Agency
3 EXHIBIT A
First Amendment: Tax Revenue Sharing Agreement Reporting
Director Project Manager
3 EXHIBIT B
Contract 04/7/25: Tax Revenue Sharing Agreement Reporting
AGENDA ITEM NO. 13.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: Planning
City Manager: Department Head:
SUBJECT:
ORDINANCE NO. 2257 (2nd READING). AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HAWTHORNE, CALIFORNIA, AMENDING CHAPTER 17.76 (SALE OF ALCOHOLIC BEVERAGES), AND ADDING SECTION 17.76.030 (OPERATIONAL STANDARDS), OF CHAPTER 17.76 (SALE OF ALCOHOLIC BEVERAGES), OF TITLE 17 (ZONING) OF THE HAWTHORNE MUNICIPAL CODE, AND MAKING A FINDING OF EXEMPTION IN COMPLIANCE WITH CEQA IN CONNECTION THEREWITH.
RECOMMENDED MOTION:
Staff Recommends that City Council adopt Ordinance No. 2257 DISCUSSION:
The State of California's Department of Alcoholic Beverage Control (ABC) issues various types of alcoholic beverage licenses, but defers to the local jurisdictions for land use approvals. In Hawthorne, this historically meant that all businesses intending to sell alcohol were required to obtain a conditional use permit (CUP) from the City prior to being issued an alcohol license by ABC. The City's intention when creating a CUP requirement was to minimize the potentially harmful impacts to the community that the sale of alcohol may have in certain locations and circumstances. However, over the years, alcohol sales in conjunction with restaurants have been uniformly approved by the Planning Commission without any modification to the conditions of approval, and none have been denied. In situations where all of a particular type of application are routinely approved with essentially identical conditions, it is legitimate to ask if the applications can be managed in a less time-consuming and expensive way. In the case of alcohol sales, Staff believes the appropriate response is to codify the standard conditions of approval as operational standards in the chapter on alcohol sales, and make certain types of alcohol licenses administrative approvals.
One of the City's economic development goals is to encourage restaurants to open in the City, and this amendment will lower the cost of establishing a restaurant here. Certain other types of alcohol permits are also proposed to be exempt from the CUP requirement. These include wholesale alcohol sales, industrial alcohol, California winegrowers' agents, out-of-state shippers, temporary daily permits, at theaters, controlled access cabinets (such as in a hotel), and wine sales to the public through mail, telephone, or online. These types share the characteristics of either not providing sales to the general public, or under such conditions that are very unlikely to create negative impacts on the community.
One important addition to the chapter is a statement that indicates an exemption from the CUP requirement does not diminish the City's ability to address nuisances that may be related to the sale of alcohol.
The CUP requirement remains unchanged for bars, taverns, liquor stores, convenience stores, grocery stores, and all other businesses selling alcohol at retail or for on-site consumption.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
Goal 3: Improve development processing and customer service operations.
Goal 4: Update the zoning code for the 21st century.
FISCAL IMPACT:
Loss of conditional use permit application fees should be offset by increased restaurant sales tax and business license revenue.
NOTICING PROCEDURE:
The public hearing notice was published in the Hawthorne Press Tribune on April 24, 2025.
ATTACHMENTS
Ord. No. 2257
ORDINANCE NO. 2257
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
HAWTHORNE, CALIFORNIA, AMENDING CHAPTER 17.76
(SALE OF ALCOHOLIC BEVERAGES), AND ADDING
SECTION 17.76.030 (OPERATIONAL STANDARDS), OF
CHAPTER 17.76 (SALE OF ALCOHOLIC BEVERAGES), OF
TITLE 17 (ZONING) OF THE HAWTHORNE MUNICIPAL
CODE, AND MAKING A FINDING OF EXEMPTION IN
COMPLIANCE WITH CEQA IN CONNECTION THEREWITH
WHEREAS, the State of California’s Department of Alcoholic Beverage Control (ABC) issues various types of alcoholic beverage licenses; and WHEREAS, the City’s intention when creating a Conditional Use Permit (CUP) requirement for alcohol sales was to minimize potentially harmful impacts to the community that the sale of alcohol may have in certain locations and circumstances; and WHEREAS, the City’s Economic Development Strategic Plan calls for the improvement of “customer service operations” (Goal 3, in part) and updating the “Zoning Code for the 21st Century” (Goal 4), and
WHEREAS, the City has determined that creating unnecessary hurdles for new businesses in the City is counterproductive to economic development; and WHEREAS, restaurants within the City are a vital part of the City’s economic footprint and they derive a significant portion of their revenue from the sale of alcoholic beverages; and
WHEREAS, dine-in restaurants are especially reliant on alcohol beverage sales to boost their profitability; and
WHEREAS, every alcohol CUP issued by the City has nearly identical conditions of approval; and
WHEREAS, when every application for alcohol sales is approved by the Planning Commission or the City Council, and all have the same general applicable conditions, and planning best practices suggest that such applications should be administratively processed rather than require a discretionary permit, such as a CUP; and WHEREAS, the administrative approval processes are handled by Staff, who are required to approve applications that meet all of the standards and requirements of the Municipal Code, and are not permitted to use discretion in making the determination to approve or not; and
2 WHEREAS, the CUP application fee is over $4,000, and there are other expenses necessary for an application to be complete. Additionally, the time from application to approval is 2-3 months, at a minimum; and
WHEREAS, the cost and time required for dine-in restaurants to obtain a CUP for alcohol sales is especially burdensome for start-ups, creating an impediment to their success. Additionally, the alternative of forgoing the alcohol CUP is also an impediment to the dine-in restaurants’ success; and
WHEREAS, enabling the alcohol approval process for dine-in restaurants as an administrative approval will be an economic boost to the City’s local restaurants; and WHEREAS, the change of alcohol approval process for dine-in restaurants has no bearing on ABC’s licensing and application processes; and WHEREAS, many ABC license types have very low to no propensity to becoming a nuisance to the community due to the specific nature of their operations and ABC restrictions; as a result, they should also be processed as administrative applications; and WHEREAS, a Type 17 license is for beer and wine wholesalers, generally. This permits incidental sales to other supplier-type licensees. However, to qualify as a bona fide wholesaler, a licensee must sell alcoholic beverages to retailers. (B&P Code § 23779); and
WHEREAS, a Type 18 license is for distilled spirits wholesalers, generally. “Wholesale sale” or “sale at retail” means the sale by any on- or off-sale licensee for the purposes of resale (B&P Code § 23027). This permits incidental sales to other suppliertype licensees. However, to qualify as a bona fide wholesaler, a licensee must sell to retailers. (B&P Code § 23779, CCR § 28); and
WHEREAS, a Type 19 license is for an industrial alcohol dealer, which sells alcohol for use in the trades, professions, and industries, but not for beverage use. They may sell to non-licensees, only if they have a use permit issued by the Alcohol and Tobacco Tax and Trade Bureau. B&P Code § 23380 authorizes a dealer to sell undenatured ethyl alcohol in packages of more than one gallon for use in the trades, professions, or industries and not for beverage consumption. It also authorizes the importation and exportation of undenatured ethyl alcohol. Undenatured ethyl alcohol is alcohol that is fit for beverage purposes as differentiated from denatured alcohol which is not fit for beverage purposes; and
WHEREAS, a Type 27 license is for a California winegrower’s agent, which acts as the sole representative for a California winegrower or brandy manufacturer (B&P Code § 23373.2). This license authorizes the holder to possess wine and brandy produced in this State in public and private warehouses; to sell only to wholesalers for his/her own account or to solicit and make sales of wine or brandy made in California only to wholesalers for his/her principal, and to invoice and collect payments for orders solicited by them (B&P Code § 23373). This license does not authorize the holder to represent an out-of-state winegrower or brandy manufacturer; and
3 WHEREAS, a Type 28 license authorizes the shipment of distilled spirits manufactured outside California to licensed importers in this state. A licensed importer may obtain distilled spirits only from the holder of an active out-of-state distilled spirits shipper’s certificate. This certificate has no sale privilege within California; and WHEREAS, a Type 31 license is issued as a temporary daily license for OnSale/Off-Sale General or On-Sale/Off-Sale Beer and Wine issued to a valid non-profit 501(c)(3) or other qualified organizations to sell alcoholic beverages via auction or online raffle for fundraising events. Alcoholic beverages can be obtained via donation or purchased from a licensee as specified by law. License duration varies in length. Law enforcement approval may be required (B&P Code §§ 24045.2, 24045.3, 24045.4, 24045.6, 24045.8, 24045.9, 25600). This license type is subject to Responsible Beverage Service (RBS) requirements and requires at least one person to be RBS trained and certified. This person must be present at the event and actively oversee the alcohol service for the entire duration of the event; and
WHEREAS, a Type 34 license is issued as a temporary daily license for On-Sale Beer and Wine issued to a valid non-profit 501(c)(3) or other qualified organizations for fundraising events. This license allows on-site consumption to the general public. Sale of alcoholic beverages for off-sale is prohibited. Law enforcement approval may be required (B&P Code § 24045, CCR § 59). This license type is subject to Responsible Beverage Service (RBS) requirements and requires at least one person to be RBS trained and certified. This person must be present at the event and actively oversee the alcohol service for the entire duration of the event; and
WHEREAS, a Type 37 license is issued as a temporary daily license for On-Sale General issued to a valid non-profit 501(c)(3) or other qualified organizations for fundraising events. License allows on-site consumption to the general public. Sale of alcoholic beverages for off-sale is prohibited. Beer and wine may be purchased from a retailer or wholesaler. Law enforcement approval may be required (B&P Code § 24045.1, CCR § 59.5). This license type is subject to RBS requirements and requires at least one person to be RBS trained and certified. This person must be present at the event and actively oversee the alcohol service for the entire duration of the event; and WHEREAS, a Type 41 license is issued to restaurants. It authorizes the sale of beer and wine for consumption on or off the premises where sold. Distilled spirits may not be on the premises (except brandy, rum, or liqueurs for use solely for cooking purposes).
Must operate and maintain the licensed premises as a bona fide eating place. Must maintain suitable kitchen facilities and must make actual and substantial sales of meals for consumption on the premises. Minors are allowed on the premises. This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and
WHEREAS, a Type 47 license is issued to restaurants. It authorizes the sale of beer, wine, and distilled spirits for consumption on the licensed premises. It also authorizes the sale of beer and wine for consumption off the licensed premises. The Licensee must operate and maintain the licensed premises as a bona fide eating place. 4 The Licensee must also maintain suitable kitchen facilities and must make actual and substantial sales of meals for consumption on the premises. Minors are allowed on the premises. This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and WHEREAS, a Type 64 license may be issued to certain non-profit theater companies as specified in B&P Code § 24045.7. Theater companies holding this license may sell and serve alcoholic beverages to ticketholders from two hours before to one hour after a bona fide theater performance of the company. This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and
WHEREAS, a Type 66 license is issued to licensed hotels or motels and allows for the sale of packaged distilled spirits in guestrooms. The distilled spirits sold pursuant to these permits shall be in containers of 50 milliliters or less and must be secured in a locked cabinet. This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and WHEREAS, a Type 69 license allows qualified non-profit theater companies to sell and serve beer and wine to ticket holders. Sales and service of beer and wine may only occur during and up to two hours prior to a bona fide theater performance of the company.
This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and
WHEREAS, a Type 85 license allows for the sale of wine to consumers for consumption off the licensed premises. Sales are restricted to those solicited and accepted via direct mail, telephone, or the Internet and may not be conducted from retail premises open to the public; and
WHEREAS, a Type 90 license authorizes the sale of beer, wine, and distilled spirits at retail for consumption on the premises in a music entertainment facility, as defined in B&P Code § 23550. Sale, service, and consumption of alcoholic beverages are limited to the time period from two hours before a live performance until one hour after the live performance. Minors are allowed on the premises. This license type is subject to RBS requirements and requires alcohol servers and managers of alcohol servers to be RBS certified; and
WHEREAS, on April 16, 2025, the Planning Commission of the City of Hawthorne considered the zone text amendment and addition and, after a duly noticed public hearing where all persons in support and in opposition were heard, adopted Resolution No. PC 2025-04, recommending approval of this ordinance to the City Council; and WHEREAS, on May 13, 2025, the City Council of the City of Hawthorne considered the zone text amendment and addition and, after a duly noticed public hearing where all persons in support and in opposition were heard, introduced this ordinance; and WHEREAS, the City Council of the City of Hawthorne wishes to now adopt this ordinance in furtherance of the City’s objective pursuant to the Economic Development 5 Strategic Plan adopted by the City Council on April 25, 2023, to update and clarify Title 17 of the Hawthorne Municipal Code.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HAWTHORNE DOES ORDAIN AS FOLLOWS:
SECTION 1. The City Council of the City of Hawthorne hereby incorporates by reference all the recitals herein.
SECTION 2. Section 17.76.020 (Conditional Use Permit Required), of Chapter
17.76 (Sale of Alcoholic Beverages), of Title 17 (Zoning) of the City of Hawthorne Municipal Code is hereby amended and Section 17.76.030 (Operational Standards), of Chapter 17.76 (Sale of Alcoholic Beverages), to Title 17 (Zoning) is hereby added as follows (in bold):
Chapter 17.76 SALE OF ALCOHOLIC BEVERAGES
§ 17.76.010 Purpose.
Due to the special role that alcohol plays in American culture, including both benefits and negative impacts to a community, the following provisions are intended to ensure that the occurrence of alcoholic beverage outlets does not adversely impact the public health, safety, and general welfare of the cCity while providing economic benefits to the hospitality and dining establishments in the cCity.
§ 17.76.020 Conditional Use Permit Required.
All Alcohol sales, for both on-site and off-site consumption, except those associated with temporary licenses issued by the Department of Alcoholic Beverage Control, listed below, shall require a CUP conditional use permit and shall be subject to reasonable and appropriate conditions as determined by the pPlanning cCommission or cCity cCouncil based upon the location, surrounding uses, and type of license sought.
A. Exempt from conditional use permit.
1. The following types of alcohol licenses issued by the Department of Alcoholic Beverage Control (ABC) are exempt from the requirement for a conditional use permit but are subject to the operational standards in Section 17.76.030.
Type 17: Beer and wine wholesaler
Type 18: Distilled spirits wholesaler
Type 19: Industrial alcohol dealer
Type 27: California winegrower’s agent
6 Type 28: Out-of-state distilled spirits shipper’s certificate Type 31: Special daily (beer, wine, distilled spirits)
Type 34: Daily beer and wine
Type 37: Daily general
Type 41: On-sale beer and wine—eating place
Type 47: On-sale general eating place
Type 64: Special on-sale general for theater company
Type 66: Controlled access cabinet permits
Type 69: Special on-sale beer and wine theater
Type 85: Limited off-sale—wine license
Type 90: On-sale general for special use
2. Exemption from requiring a conditional use permit in no way diminishes the City’s ability to address nuisances as defined in Titles 8, 9, 12, and elsewhere in this Municipal Code that may be related to the presence of alcohol.
AB. In addition to all submittal requirements for a conditional use permit described elsewhere in this title, CUP conditional use permit applicants for alcohol sales shall also be required to submit the following:
1. A map and listing of all properties partially or entirely within a radius of three hundred 300 feet drawn from the property lines where the license is sought. The list shall include the following:
a. Addresses and land uses of each property;
b. Any known sensitive uses, including, but not limited to, residential properties, schools, treatment and recovery centers, day care (including adult), preschools, parks, and playgrounds; and
c. Any establishments that are licensed to sell alcohol, both onsale and off-sale, and the type of license if known.
2. For any sensitive uses listed pursuant to the above requirement, a written statement by the applicant concerning how they intend to ensure that their business will not operate in a manner that will directly or indirectly cause a nuisance or recurring violation of any local, state or federal laws shall be required.
3. For any applications related to a request for a license at a bona fide eating establishment, evidence to support the determination that the 7 establishment is a bona fide eating establishment shall be required.
Evidence may include a menu, floor plans, or photographs. See definitions (definitions chapter) for qualifications.
C. CUPs Conditional use permits for alcohol sales are subject to the same regulations and limitations as conditional use permits generally in the cCity.
The pPlanning cCommission may exercise its discretion to approve with conditions, modify and approve, or deny any CUP conditional use permit application if it finds it necessary to protect the health, safety, and general welfare of the community. Planning cCommission decisions are appealable to the cCity cCouncil pursuant to processes described elsewhere in this title (administrative chapter).
CD. Any legally established alcohol sales prior to the adoption of Ordinance 1553 (1993) or made nonconforming by the adoption of this chapter, shall be subject to the limitations and benefits as described in the chapter within this title dealing with nonconforming uses.
§ 17.76.030 Operational standards.
A. Exempt licenses. The standards listed below are applicable to the extent they are relevant to each license type held:
1. The applicant must obtain and maintain an appropriate alcohol license from ABC prior to operation of the business.
2. Prior to issuance of a business license, signs shall be posted on the site per Penal Code Sections 552 through 555.5 and 11532 to prohibit loitering on the property.
3. Before issuance of a business license, a security plan must be approved by the Police Department. If there are multiple law enforcement actions or complaints related to the site or its operations, the Police Department shall review and revise the security plan to address the issues. Any revisions must be implemented within 60 days or upon renewal of the business license, whichever is sooner.
4. The operator of an alcohol business shall comply with all applicable requirements and provisions set forth by the Building Code, Fire Code, and Municipal Code.
B. Non-exempt licenses.
The following conditions of approval shall be attached to all resolutions for alcohol conditional use permits. The conditions may be modified, new conditions added, and inapplicable conditions removed to suit the site or operational characteristics of the business:
8 1. The applicant must obtain and maintain an appropriate alcohol license from ABC and abide by all local, state, and federal regulations prior to operation of the business. The surrender, lapse, termination, suspension, or payment of a fine in lieu of suspension or termination, of the alcoholic license issued for the site by ABC shall be grounds for revocation of the conditional use permit.
2. Signs shall be posted on the site per Penal Code Sections 552 through 555.5 and 11532 to prohibit loitering on the property. These signs shall be installed prior to issuance of a business license.
3. Alcohol service can occur only within designated areas on the floor or site plan attached.
4. In order to control the areas where alcohol is permitted, signs shall be posted inside the business and on the wall near the exits stating “No alcohol allowed past this point." These signs shall be installed prior to issuance of business license.
5. In order to help reinforce the minimum drinking age, the applicant shall post a prominent, permanent sign or signs stating, "No person under 21 will be served alcoholic beverages" and "Valid ID is required to purchase alcoholic beverages." These signs shall be installed prior to issuance of business license.
6. Display of alcoholic beverages shall not be located outside of the building or within five feet of any public entrance to the building.
7. The applicant shall ensure all pertinent employees obtain LEAD Certificates and copies of such certificates shall be kept on site and available for inspection upon request by a city official.
8. Applicant must have an approved security plan at all times during operation. Before issuance of a business license or prior to any alcohol service, a security plan must be approved by the Police Department. If there are multiple law enforcement actions or complaints, the Police Department shall review and may revise the security plan. This may include hiring a security guard and limiting hours of alcohol service. The applicant shall implement those changes within a reasonable time period acceptable to the Chief of Police.
9. Failure of the applicant to comply with conditions as set forth shall be cause for the Planning Commission to institute a public hearing for revocation purposes.
10. The applicant shall comply with all applicable requirements and provisions set forth in the municipal, building, and fire codes, and any 9 additional conditions included herein from the Fire, Building Safety, Public Works, and Planning Departments.
11. The applicant must conform to all business license regulations and maintain a current city license at all times.
12. All signs on the property shall comply with the regulations in the Hawthorne Municipal Code chapter dealing with signs.
13. The maximum occupancy, as determined by the Fire Department, shall not be exceeded. Signs indicating the occupant load shall be posted in a conspicuous place on an approved sign near the main exit and the exit of rooms designated for public gathering.
14. Emergency fire facilities shall be kept free and unobstructed at all times.
15. Per Section 8.22.050 of the Hawthorne Municipal Code, any graffiti painted or marked upon the premises or any adjacent area under the control of the permittee shall be removed or painted over within 24 hours of being applied.
SECTION 3. Any provision of the City of Hawthorne Municipal Code or appendices there inconsistent with the provisions of this Chapter, to the extent such inconsistencies and no further, are hereby repealed or modified to the extent necessary to affect the provisions of this Chapter.
SECTION 4. CEQA. The City Council hereby concurs with staff’s determination and hereby finds that the adoption of this ordinance is a type of organizational activity involving the administration of the City that does not have the possibility to have a direct or indirect effect on the environment and is therefore exempt from review under the California Environmental Quality Act (CEQA), pursuant to Title 14, California Code of Regulations, Section 15379(b)(5). In addition, the actions taken by this ordinance are not a “project” under CEQA because the ordinance does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment to a specific project, which may result in a potentially significant physical impact on the environment and is also exempt from CEQA pursuant to the “common sense” exemption because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. (Title 14, California Code of Regulations, Section 15061(b)(3).
SECTION 5. SEVERABILITY. If any section, subsection, phrase or clause of this ordinance is for any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance.
SECTION 6. City Clerk. The City Clerk shall attest to the adoption of this ordinance and shall cause this ordinance to be posted in the manner required by law. 10 SECTION 7. EFFECTIVE DATE. This ordinance shall take effect 30 days after passage thereof.
SECTION 8. Publication. The City Clerk is directed to forward a copy of this ordinance to General Code, LLC, 781 Elmgrove Road, Rochester, NY 14824.
PASSED, APPROVED AND ADOPTED this 27th day of May, 2025.
ALEX VARGAS, Mayor
City of Hawthorne, California
ATTEST:
DAYNA WILLIAMS-HUNTER, City Clerk
City of Hawthorne, California
APPROVED AS TO FORM:
ROBERT KIM, City Attorney
City of Hawthorne, California
AGENDA ITEM NO. 14.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: Public Works
City Manager: Department Head:
SUBJECT:
Resurfacing of Runway 7-25 and Resurfacing of Taxiways and Trench Drain Extension for Hawthorne Municipal Airport (Project # 25-06) - Reject and Out to Bid RECOMMENDED MOTION:
Staff recommends that the City Council reject the bid received on the May 13, 2025 bid opening date and authorize the Director of Public Works to re-advertise for construction bids with a return date of June 24, 2025.
DISCUSSION:
This project was first approved for advertisement at the April 8, 2025 City Council Meeting. On May 13, 2025 one bid was received but rejected due to an incomplete bid submittal package. As there were no remaining responsive and responsible bidders, the project will be re-advertised with a return date of June 24, 2025.
The project will provide all services, labor, materials, permit, insurance, tools and equipment needed in accordance with the Plan(s), Technical Provisions, and Specifications to successfully and safely complete the Resurfacing of Runway 7-25 and Resurfacing of Taxiways and Trench Drain Extension for Hawthorne Municipal Airport located at 12101 Crenshaw Blvd., Hawthorne, CA 90250.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
This project is a result of the City working closely with funding and regulatory agencies to support and improve our infrastructure.
FISCAL IMPACT:
None. The project will be funded through FAA AIP Grant, Caltrans Aeronautics Matching Grant and Airport fund.
NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act.
ATTACHMENTS
Notice Inviting Bids
projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project i
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, June 24th, 2025.
Proposals will be publicly opened and recorded on a Bid List at 4:15 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, June 24th, 2025 for the following:
RESURFACING OF THE RUNWAY 7-25 AND RESURFACING OF
TAXIWAYS AND TRENCH DRAIN EXTENSION FOR HAWTHORNE
MUNICIPAL AIRPORT PROJECT
(Project #25-06)
AIP Project No: 3-06-0101-024-2025
SCOPE OF WORK
The work consists of resurfacing the Runway 7-25 and resurfacing of Taxiway and Extension of Drain and all other work necessary to complete the improvements in accordance with the Plans and Specifications for Hawthorne Airport located at 12101 Crenshaw Blvd., Hawthorne, CA 90250
ESTIMATED QUANTITIES
BASE BID
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 C-105 Mobilization (6%) LS 1
2 C-106 Safety, Security and Maintenance of Traffic LS 1 3 P-101 Crack Repair LF 400
projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project ii
4 P-101 Crack Seal LF 50,000
5 P-608 Emulsified Asphalt Seal Coat SY 106,720
6 P-620 Pavement Marking (Yellow Reflectorized) SF 47,100 7 P-620 Pavement Marking (White) SF 92,200
8 P-620 Surface Painted Taxiway Location Sign EA 14
BID ALTERNATE NO. 1
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 C-105 Mobilization (6%) LS 1
2 C-106 Safety, Security and Maintenance of Traffic LS 1 3 P-101 Pavement Removal SY 330
4 P-153 Controlled Low-Strength Material (Slurry 18”) CY 167 5 P-403 Asphalt Surface Course (6”) TON 116
BID ALTERNATE NO. 2
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 C-105 Mobilization (6%) LS 1
projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project iii
2 P-101 Diamond Grind Pavement SY 90
3 P-608 Emulsified Asphalt Seal Coat SY 90
BID ALTERNATE NO. 3
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 C-105 Mobilization (6%) LS 1
2 C-106 Safety, Security and Maintenance of Traffic LS 1 3 D-702 Trench Drain LF 485
4 P-101 Pavement Removal SY 1,555
5 P-153 Controlled Low-Strength Material (Slurry 18”) CY 780 6 P-403 Asphalt Surface Course (6”) TON 542
BID ALTERNATE NO. 4
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 P-101 Pavement Removal SY 1
2 P-610 Concrete Fill CF 9
BID ALTERNATE NO. 5
ITEM
#
FAA
SPEC
NO.
DESCRIPTION UNIT APPROX
QTY
1 C-105 Mobilization (6%) LS 1
2 C-106 Safety, Security and Maintenance of Traffic LS 1 3 P-101 Pavement Removal SY 180
4 P-153 Controlled Low-Strength Material (Slurry 18”) CY 90 projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project iv
5 P-403 Asphalt Surface Course (6”) TON 65
TIME OF COMPLETION
Time of completion for this project will be 20 working days.
BID PROPOSAL, SPECIFICATIONS, AND PLANS
All proposal forms, specifications and plans can be purchased through the City of Hawthorne’s Citizen self-service: https://hawthorneca-energovweb.tylerhost.net/apps/selfservice#/home.
All contractors will need to create a free account. Once they have created an account then they will need to apply for the Public Works Bid Plans and Specifications. Fill in all necessary information and once the application is submitted the Contractor will receive an invoice (see project information section below for price). Once all fees have been paid the Contractor will then receive three (3) PDFs: 1) general information/provisions PDF, 2) bid proposal forms PDF (see SUBMISSION OF PROPOSALS section below for instructions on how to submit all proposals) and 3) specifications/plans PDF.
NOTE TO PROSPECTIVE BIDDERS: THE COST OF PLANS AND SPECIFICATIONS IS $150.00 (non-refundable).
CLASSIFICATION OF CONTRACTORS
Contractors bidding this project must possess a valid State of California A and must meet minimum requirements set forth in the Specifications. The Contractor must be able to document five (5) years of satisfactory experience on project of similar complexity and dollar value and must provide a list of related construction projects at airports using FAA-specified materials.
MANDATORY PRE-BID JOB WALK
A mandatory pre-bid meeting job walk will be conducted at the Hawthorne Airport located at 12101 Crenshaw Blvd., Hawthorne, CA 90250 on Monday, June 16th, 2025, at 10:00 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. BIDS WILL BE NULL AND VOID IF CONTRACTOR DOES NOT ATTEND THIS PRE-BID JOB WALK.
SUBMISSION OF PROPOSALS
Original proposals must be submitted on the blank forms prepared and furnished for that purpose, See BID PROPOSAL SPECIFICATION, AND PLANS section above for instruction on how to obtain all needed forms, specifications and plans. All proposals must be physically submitted to the City Clerk’s office located on the first floor of City of Hawthorne City Hall no later than 4:00 projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project v
PM on Tuesday June 24th , 2025. Plans and specifications prepared and furnished for that purpose, which may be obtained through the City of Hawthorne’s Citizen self-service:
http://hawthorneca-energovweb.tylerhost.net/apps/selfservice#home.
No bid will be considered unless it conforms with 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 submitted proposals. Bids must be submitted in the special envelopes provided marked "Sealed Bid", and addressed to the City Clerk, and bearing on the outside the name of the bidder, address, and the name of the project for which the bid is submitted. It is the sole responsibility of the bidder to see that its bid is delivered to the proper place and received at the proper time. Any bid received after the scheduled closing time for receipt of bids will be returned to the bidder unopened.
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.
NONDISCRIMINATION
Any contract entered into pursuant to this notice will incorporate the provisions of the State Labor Code. Labor Code Section 1735 requires that no discrimination be made in the employment of persons upon Public Works because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons, expect as provided in Government Code Section 12940. Affirmative action to ensure against discrimination in employment practices on the basis of race, color, national origin, ancestry, sex, or religion will also be required.
PERFORMANCE RETENTION
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 22300 of the Public Contract Code.
CONTRACTOR REGISTRATION
A contractor or subcontractor shall not be qualified to bid on, be listed a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for Public Works, unless currently registered and qualified to perform Public Work pursuant to Labor Code Section 1725.5. An unregistered contractor may only submit a bid if authorized by projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project vi
Section 7029.1 of the Business and Professions Code or by Section 10164 0r 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work at the time the contract is awarded.
WAGES AND EQUAL EMPLOYMENT OPPORTUNITIES
This proposed Contract is under and subject to Executive Order 11246, as amended, of September 24, 1965, and to the Equal Employment Opportunity (EEO) and Federal Labor Provisions. The EEO requirement, labor provisions, and wage rates are included in the Specifications and Bid documents and are available for inspection at the City Clerk’s Office, City Hall, City of Hawthorne.
NOTICE IS FURTHER GIVEN that pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general federal prevailing rate of per diem wages in accordance with the law to be paid for the construction of the above entitled Works and Improvements and General Prevailing rate for holiday and overtime work in this locality for each craft. The schedule has been obtained from the U.S. Department for Housing and Urban Development for Community Block Grant Programs of the type and nature proposed by the City, and reference is hereby made to copies thereof on file in the Office of the City Engineer, which said copies are available to any interested party upon request. Further, a copy shall be posted at the job site during the course of construction. All Contractors submitting bids must conform to current federal minimum prevailing wages.
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.
AMERICANS WITH DISABILITIES ACT:
By signing this Grant Agreement, Grantee assures State that it complies with the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C., 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA.
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 8.2%. The contractor or subcontractor shall not discriminate on the 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.
projects/specs/25-06 Hawthorne Airport Runway 7-25Resurfacing and Taxiway Resurfacing and Trench Drain Extension Project vii
PROJECT INFORMATION
Plans and specifications prepared and furnished for that purpose, which may be obtained through the City of Hawthorne’s Citizen self-service:
http://hawthorneca-energovweb.tylerhost.net/apps/selfservice#home.
All contractors will need to create a free account. Once they have created an account then they will need to apply for the Public Works Bid Plans and Specifications. Fill in all necessary information once the application is submitted the Contractor will receive an invoice (see project information section).
NOTE TO PROSPECTIVE BIDDERS: THE COST OF PLANS AND
SPECIFICATIONS IS $150.00 (non-refundable).
If you have any questions regarding this project, please contact Guido Fernandez, Airport Manager, at 310-349-1636 or David Esfandi Senior Engineer, Department of Public Works, at telephone number (310) 349-2984.
CERTIFICATION OF OFFEROR/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction.
Certification of Lower Tier Contractors Regarding Debarment The successful bidder, by administrating each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction “under the project is not presently debarred or otherwise disqualified from participation in this assisted project, The bidder is to provide a Data Universal Numbering System (DUNS) number. The bidder will accomplish this by:
1. Checking the system for Award Management at website: http://www.sam.gov
2. Collecting a certification statement similar to the Certification of Offeror/Bidder Regarding Debarment, above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract The Contractor is required to obtain an “Active Status”. If the City of Hawthorne later determines that a lower tier participation failed to disclose a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the City of Hawthorne may pursue any available remedies, including suspension and debarments of the noncompliant participant.
AGENDA ITEM NO. 15.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: City Attorney
City Manager: Department Head:
SUBJECT:
Sublease Non-Disturbance & Attornment Agreements Re. Terminal Building and T-Hangars Assignments from Willow Vista Rentals, LLC to 395 Park Place, LLC.
RECOMMENDED MOTION:
Staff recommends that the city council approve the Sublease Non-Disturbance & Attornment Agreements for the Assignments of T-Hangars and Terminal Building from Willow Vista Rentals, LLC to 395 Park Place, LLC and authorize the City Manager to execute the Agreements and make minor amendments thereto.
DISCUSSION:
The City of Hawthorne is the Master Landlord of the Airport Ground Lease with Hawthorne Airport, LLC.
The Ground Lease provides for the City to not unreasonably withhold the assignments of subleases.
Hawthorne Airport, LLC has approved the assignments of certain T-Hangars and Terminal Building from Willow Vista Rentals, LLC to 395 Park Place, LLC. The Assignment and Assumption Agreements for the T-Hangars and Terminal Building are attached hereto.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
N/A
FISCAL IMPACT:
None
NOTICING PROCEDURE:
72 hours posted notice pursuant to Ralph M. Brown Act.
ATTACHMENTS
Sublease Non-Disturbance & Attornment Agreement (T-Hangars) Sublease Non-Disturbance & Attornment Agreement (Terminal Building) Assignment &assumption Agreement (T-Hangars)
Assignment & Assumption Agreement (Terminal Building)
1 SUBLEASE NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This SUBLEASE NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“SNDA”) dated as of ______________is made by and between THE CITY OF HAWTHORNE, a municipal corporation ("MASTER LANDLORD"), and 395 PARK PLACE, LLC, a California limited liability company (“ASSIGNEE”), who agree as follows:
1. Background.
A. SUBLEASED PREMISES. MASTER LANDLORD is the owner of the municipal airport commonly known as the "Hawthorne Municipal Airport- Jack Northrup Field", including the portion commonly known as "T-HANGARS", which consists of two buildings totaling approximately fifty thousand four hundred eighty-one (50,481) square feet of space (the “SUBLEASED PREMISES”). The SUBLEASED PREMISES is subject to (1) a certain Master Ground Lease and its subsequent amendments thereto (hereinafter referred to as the “MGL”) between the MASTER LANDLORD, as landlord, and Hawthorne Airport, LLC, a Delaware limited liability company (the “MASTER TENANT”), as tenant, and (2) a certain Ground Sublease (hereafter referred to as the “SUBLEASE”) between the Airport, on the one hand, and, on the other, Willow Vista Rentals, LLC, a California limited liability company (“ASSIGNOR”).
B. Purchase & Sale and Assignment of the SUBLEASE. ASSIGNOR and ASSIGNEE have contemporaneously entered into (i) an Agreement for Purchase and Sale of the T-Hangars Interests (the “PSA”) and (ii) an Agreement for Assignment and Assumption of Sublease and T-Hangars Leases (the “ASSIGNMENT”), which incorporate the MGL and the SUBLEASE as part of the transaction.
C. Purpose. The MASTER LANDLORD and ASSIGNEE desire to assure ASSIGNEE’S possession of the SUBLEASED PREMISES upon the terms and conditions therein mentioned, irrespective of a termination of the MGL.
2. Consent. MASTER LANDLORD consents to the execution and delivery of the ASSIGNMENT in the form attached hereto as Exhibit ”1”. The Parties to this SNDA agree and acknowledge that MASTER LANDLORD’s consent is not a condition precedent to the effectiveness of either the PSA or the ASSIGNMENT.
3. Continuation of Sublease.
A. Continuation. If the current term of the MGL shall terminate before the expiration of the Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 2 term of the SUBLEASE, for any reason other than condemnation, fire or other damage to the SUBLEASED PREMISES, then, subject to the conditions set forth in Section 3.B below, the SUBLEASE, if then in existence, shall continue as a lease between MASTER LANDLORD as landlord, and ASSIGNEE, as tenant, with the same force and effect as if MASTER LANDLORD, as landlord, and ASSIGNEE, as tenant, had entered into a lease as of the date of the termination of the MGL, containing the same terms, covenants and conditions as those contained in the SUBLEASE for a term equal to the unexpired term of the SUBLEASE.
B. Conditions. As provided in Section 16.2.2 of the MGL, the continuation of the SUBLEASE shall occur only if at the time of the termination of the MGL: (i) not more than two months' rent under the SUBLEASE shall have been prepaid and (ii) no default shall exist under the SUBLEASE which at such time would then permit the ASSIGNEE or MASTER LANDLORD under the SUBLEASE to terminate or to terminate any dispossession remedy under the SUBLEASE, the MGL, or the ASSIGNMENT.
C. Rights Limited to ASSIGNEE and ASSIGNEE’s Assignee. The rights under this Section 3 shall inure to the benefit of ASSIGNEE and any assignee of ASSIGNEE who assumes the obligations of ASSIGNEE under the SUBLEASE.
D. Curing MASTER TENANT Default. Any option which shall be or become vested in ASSIGNEE to cancel the SUBLEASE, because of default of MASTER TENANT, shall be ineffective unless ASSIGNEE shall give MASTER LANDLORD notice of such default, and MASTER LANDLORD shall fail to cure such default within the time and in the manner MASTER TENANT would have been authorized to do had MASTER TENANT simultaneously received such notice. The provisions of this paragraph shall apply to any default occurring before or after the termination of the MGL.
4. Attornment. From and after any termination of the MGL:
A. ASSIGNEE will attorn to MASTER LANDLORD, and MASTER LANDLORD will accept such attornment.
B. MASTER LANDLORD will have the same remedies by entry, action or otherwise of the nonperformance of any agreement contained in the SUBLEASE for the recovery of rent, for the commission of any waste or for any cause of forfeiture which MASTER TENANT had or would have had if the MGL had not been terminated.
C. From and after the time of such attornment, ASSIGNEE shall have the same remedies Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3 against MASTER LANDLORD for the breach of an agreement contained in the SUBLEASE that ASSIGNEE might have had against MASTER TENANT if the MGL had not been terminated, except that MASTER LANDLORD shall not be (i) liable for any act or omission of MASTER TENANT, (ii) subject to any offsets or defenses which ASSIGNEE might have against MASTER TENANT, or (iii) bound by any rent or additional rent which ASSIGNEE might have paid in advance to MASTER TENANT.
5. Amendments. Neither ASSIGNEE nor its successors or assigns shall enter into any agreement with shall modify, surrender, or merge the SUBLEASE without MASTER LANDLORD's consent. Any agreement made in contravention to the provisions of this Section 5 shall be of no force or effect as to MASTER LANDLORD.
6. Definition of MASTER LANDLORD. The term "MASTER LANDLORD" as used in this Agreement means only the owner for the time being of the SUBLEASED PREMISES, so that in the event of any sale or other transfer of an interest in the SUBLEASED PREMISES, MASTER LANDLORD shall be and thereby is entirely freed and relieved of all covenants and obligations of the MASTER LANDLORD under this AGREEMENT. The provisions of this AGREEMENT, however, shall bind any subsequent owner of the SUBLEASED PREMISES.
7. Notices. Any notices relating to this AGREEMENT shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally by generally recognized overnight courier service by fax (provided that sender retains a printed confirmation of delivery to the fax number provide below), or three days after deposit in the United States mail certified or registered return receipt requested, with postage prepaid addressed as follows:
MASTER LANDLORD: The City of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250
Attn: City Manager and City Attorney
Fax: (310) 970-7058
ASSIGNEE: 395 Park Place, LLC
12101 Crenshaw Blvd., STE 100
Hawthorne, CA 90250
Attn: Robert Frerichs
Email: [email protected]
Either party and its respective successors in interest taking the benefit of this Agreement may designate by notice in writing a new or other address to which such notice or demand shall thereafter be so given made or mailed.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the day and year first above written.
The parties have agreed as set forth above as of the date indicated next to their signature.
ASSIGNEE:
395 PARK PLACE, LLC, a California limited liability
company
Date:
By:______________________________________
Gregory Geiser, Manager
Date:
By:______________________________________
David R. Wehrly, Manager
Date:
By:______________________________________
Robert Frerichs, Manager
MASTER LANDLORD
CITY OF HAWTHORNE, a municipal corporation
Date:
By:______________________________________
Printed Name: ____________________________
Title: ___________________________________
MASTER TENANT CONSENT
The undersigned hereby consents to the execution and delivery of the foregoing NonDisturbance and Attornment Agreement and agrees that neither the execution of the same nor anything done pursuant to the provisions thereof shall be deemed or taken to modify the Master Lease referred to therein.
HAWTHORNE AIRPORT, LLC, a Delaware limited
liability company
By: VR HOLDINGS, LLC
Its: Manager
Date:
By:______________________________________
David R. Wehrly, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3/31/2025
3/31/2025
3/26/2025
3/26/2025
5 Date:
By:______________________________________
Gregory Geiser, Manager
Date:
By:______________________________________
Darin Puhl, Manager
Date:
By:______________________________________
Wade Brandenberger, Manager
Date:
By:______________________________________
Martin Howard, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4/4/2025
3/26/2025
4/7/2025
4/2/2025
1 SUBLEASE NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This SUBLEASE NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“SNDA”) dated as of ______________is made by and between THE CITY OF HAWTHORNE, a municipal corporation ("MASTER LANDLORD"), and 395 PARK PLACE, LLC, a California limited liability company (“ASSIGNEE”), who agree as follows:
1. Background.
A. SUBLEASED PREMISES. MASTER LANDLORD is the owner of the municipal airport commonly known as the "Hawthorne Municipal Airport- Jack Northrup Field" generally, including the portion commonly referred to as Terminal Building, (the “SUBLEASED PREMISES”), including (i) the approximate 14,550 square foot “Terminal Building” having an address of 12101 Crenshaw Boulevard, Hawthorne, California 90250 and (ii) the north and west ramp areas located adjacent to the Terminal Building located in the City of Hawthorne, County of Los Angeles, California. The SUBLEASED PREMISES is subject to (1) a certain Master Ground Lease and its subsequent amendments thereto (hereinafter referred to as the “MGL”) between the MASTER LANDLORD, as landlord, and Hawthorne Airport, LLC, a Delaware limited liability company (the “MASTER TENANT”), as tenant, and (2) a certain Ground Sublease (hereafter referred to as the “SUBLEASE”) between the Airport, on the one hand, and, on the other, Willow Vista Rentals, LLC, a California limited liability company and Terminal Building, LLC, a California limited liability company (collectively, “ASSIGNORS”).
B. Purchase & Sale and Assignment of the SUBLEASE. ASSIGNORS and ASSIGNEE have contemporaneously entered into (i) an Agreement for Purchase and Sale of the Terminal Building and Ramp Areas Interests (the “PSA”) and (ii) an Agreement for Assignment and Assumption of Sublease and Terminal Building Leases (the “ASSIGNMENT”), which incorporate the MGL and the SUBLEASE as part of the transaction.
C. Purpose. The MASTER LANDLORD and ASSIGNEE desire to assure ASSIGNEE’S possession of the SUBLEASED PREMISES upon the terms and conditions therein mentioned, irrespective of a termination of the MGL.
2. Consent. MASTER LANDLORD consents to the execution and delivery of the ASSIGNMENT in the form attached hereto as Exhibit ”1”. The Parties to this SNDA agree and acknowledge that MASTER LANDLORD’s consent is not a condition precedent to the effectiveness of either the PSA or the ASSIGNMENT.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 2 3. Continuation of Sublease.
A. Continuation. If the current term of the MGL shall terminate before the expiration of the term of the SUBLEASE, for any reason other than condemnation, fire or other damage to the SUBLEASED PREMISES, then, subject to the conditions set forth in Section 3.B below, the SUBLEASE, if then in existence, shall continue as a lease between MASTER LANDLORD as landlord, and ASSIGNEE, as tenant, with the same force and effect as if MASTER LANDLORD, as landlord, and ASSIGNEE, as tenant, had entered into a lease as of the date of the termination of the MGL, containing the same terms, covenants and conditions as those contained in the SUBLEASE for a term equal to the unexpired term of the SUBLEASE.
B. Conditions. As provided in Section 16.2.2 of the MGL, the continuation of the SUBLEASE shall occur only if at the time of the termination of the MGL: (i) not more than two months' rent under the SUBLEASE shall have been prepaid and (ii) no default shall exist under the SUBLEASE which at such time would then permit the ASSIGNEE or MASTER LANDLORD under the SUBLEASE to terminate or to terminate any dispossession remedy under the SUBLEASE, the MGL, or the ASSIGNMENT.
C. Rights Limited to ASSIGNEE and ASSIGNEE’s Assignee. The rights under this Section 3 shall inure to the benefit of ASSIGNEE and any assignee of ASSIGNEE who assumes the obligations of ASSIGNEE under the SUBLEASE.
D. Curing MASTER TENANT Default. Any option which shall be or become vested in ASSIGNEE to cancel the SUBLEASE, because of default of MASTER TENANT, shall be ineffective unless ASSIGNEE shall give MASTER LANDLORD notice of such default, and MASTER LANDLORD shall fail to cure such default within the time and in the manner MASTER TENANT would have been authorized to do had MASTER TENANT simultaneously received such notice. The provisions of this paragraph shall apply to any default occurring before or after the termination of the MGL.
4. Attornment. From and after any termination of the MGL:
A. ASSIGNEE will attorn to MASTER LANDLORD, and MASTER LANDLORD will accept such attornment.
B. MASTER LANDLORD will have the same remedies by entry, action or otherwise of the nonperformance of any agreement contained in the SUBLEASE for the recovery of rent, for the commission of any waste or for any cause of forfeiture which MASTER TENANT Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3 had or would have had if the MGL had not been terminated.
C. From and after the time of such attornment, ASSIGNEE shall have the same remedies against MASTER LANDLORD for the breach of an agreement contained in the SUBLEASE that ASSIGNEE might have had against MASTER TENANT if the MGL had not been terminated, except that MASTER LANDLORD shall not be (i) liable for any act or omission of MASTER TENANT, (ii) subject to any offsets or defenses which ASSIGNEE might have against MASTER TENANT, or (iii) bound by any rent or additional rent which ASSIGNEE might have paid in advance to MASTER TENANT.
5. Amendments. Neither ASSIGNEE nor its successors or assigns shall enter into any agreement with shall modify, surrender, or merge the SUBLEASE without MASTER LANDLORD's consent. Any agreement made in contravention to the provisions of this Section 5 shall be of no force or effect as to MASTER LANDLORD.
6. Definition of MASTER LANDLORD. The term "MASTER LANDLORD" as used in this Agreement means only the owner for the time being of the SUBLEASED PREMISES, so that in the event of any sale or other transfer of an interest in the SUBLEASED PREMISES, MASTER LANDLORD shall be and thereby is entirely freed and relieved of all covenants and obligations of the MASTER LANDLORD under this AGREEMENT. The provisions of this AGREEMENT, however, shall bind any subsequent owner of the SUBLEASED PREMISES.
7. Notices. Any notices relating to this AGREEMENT shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally by generally recognized overnight courier service by fax (provided that sender retains a printed confirmation of delivery to the fax number provide below), or three days after deposit in the United States mail certified or registered return receipt requested, with postage prepaid addressed as follows:
MASTER LANDLORD: The City of Hawthorne
4455 West 126th Street
Hawthorne, CA 90250
Attn: City Manager and City Attorney
Fax: (310) 970-7058
ASSIGNEE: 395 Park Place, LLC
12101 Crenshaw Blvd., STE 100
Hawthorne, CA 90250
Attn: Robert Frerichs
Email: [email protected]
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4 Either party and its respective successors in interest taking the benefit of this Agreement may designate by notice in writing a new or other address to which such notice or demand shall thereafter be so given made or mailed.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the day and year first above written.
The parties have agreed as set forth above as of the date indicated next to their signature.
ASSIGNEE:
395 PARK PLACE, LLC, a California limited liability
company
Date:
By:______________________________________
Gregory Geiser, Manager
Date:
By:______________________________________
David R. Wehrly, Manager
Date:
By:______________________________________
Robert Frerichs, Manager
MASTER LANDLORD
CITY OF HAWTHORNE, a municipal corporation
Date:
By:______________________________________
Printed Name: ____________________________
Title: ___________________________________
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3/31/2025
3/26/2025
3/26/2025
5 MASTER TENANT CONSENT
The undersigned hereby consents to the execution and delivery of the foregoing NonDisturbance and Attornment Agreement and agrees that neither the execution of the same nor anything done pursuant to the provisions thereof shall be deemed or taken to modify the Master Lease referred to therein.
HAWTHORNE AIRPORT, LLC, a Delaware limited
liability company
By: VR HOLDINGS, LLC
Its: Manager
Date:
By:______________________________________
David R. Wehrly, Manager
Date:
By:______________________________________
Gregory Geiser, Manager
Date:
By:______________________________________
Darin Puhl, Manager
Date:
By:______________________________________
Wade Brandenberger, Manager
Date:
By:______________________________________
Martin Howard, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4/4/2025
3/31/2025
3/26/2025
4/7/2025
4/2/2025
1 AGREEMENT FOR ASSIGNMENT AND ASSUMPTION OF
SUBLEASE AND T-HANGARS LEASES
This AGREEMENT FOR ASSIGNMENT, AND ASSUMPTION OF SUBLEASE AND THANGARS LEASES (“ASSIGNMENT”) is entered into by and between Willow Vista Rentals, LLC, a California limited liability company (“ASSIGNOR”), on the one hand, and 395 Park Place, LLC, a California limited liability company (“ASSIGNEE”), on the other hand. Hawthorne Airport, LLC, a Delaware Limited Liability Company (“SUBLANDLORD”) is additionally a party to this ASSIGNMENT for the limited purpose of confirming its consent to the assignment and the release of ASSIGNOR as described in Section 2 below.
RECITALS
A. SUBLANDLORD and The City of Hawthorne, a municipal corporation (the "MASTER LANDLORD"), are parties to (i) that certain Ground Lease dated as of January 3, 2005, (ii) that certain First Amendment to Ground Lease dated as of November 22, 2005 and (iii) that certain Second Amendment to Ground Lease dated as of June 13, 2006; (iv) that certain Third Amendment to Ground Lease dated as of June 28, 2017; and (v) that certain Fourth Amendment to Ground Lease dated as of January 24, 2024 (collectively the “Master Ground Lease” or “MGL”) concerning certain real property located in the City of Hawthorne, Los Angeles, California (more particularly described in the MGL) at the municipal airport commonly known as "Hawthorne Municipal Airport - Jack Northrop Field" (the "AIRPORT"). A true and correct copy of the MGL is attached hereto as Exhibit “A”.
B. ASSIGNOR and SUBLANDLORD are parties to that certain written ground sublease dated as of July 1, 2010 ("SUBLEASE"), for that certain portion of the AIRPORT, commonly known as "T-HANGARS", which consists of two buildings totaling approximately fifty thousand four hundred eighty-one (50,481) square feet of space (the “SUBLEASED PREMISES”), and more particularly described in the SUBLEASE attached hereto as “Exhibit B.”.
C. ASSIGNOR desires by this ASSIGNMENT, and with the approval of SUBLANDLORD, to assign all of its rights, title and interest in and to the SUBLEASE to ASSIGNEE subject to and in accordance with the terms, provisions and conditions of the SUBLEASE and this ASSIGNMENT, and ASSIGNEE desires to accept such assignment and to assume and perform all of ASSIGNOR’s duties, obligations and covenants under the SUBLEASE.
NOW THEREFORE, for valuable consideration as described below, the sufficiency of which is hereby acknowledged, together with the mutual agreements set forth in this ASSIGNMENT, the parties agree as follows:
1. Effective Date. This ASSIGNMENT shall be deemed effective as of March 31, 2025 (the “EFFECTIVE DATE”).
2. Assignment and Assumption.
a. ASSIGNOR hereby assigns to ASSIGNEE all of its right, title and interest in the SUBLEASE and the SUBLEASE PREMISES as of EFFECTIVE DATE.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 2 ASSIGNEE hereby accepts such assignment and assumes and agrees to be bound by and perform all covenants, conditions, obligations and duties of the ASSIGNOR under the SUBLEASE arising from and after the EFFECTIVE DATE. ASSIGNEE agrees to indemnify, defend and hold harmless ASSIGNOR with respect to any claims or demands arising under the SUBLEASE that first accrues, from and after the EFFECTIVE DATE.
b. By virtue of this ASSIGNMENT, ASSIGNOR further assigns all rights and obligations arising with respect to the current tenants of the T-HANGARS (the “THANGARS LEASES”). Such assignment shall also include the assignment and transfer of all security deposits and operating account funds directly relating to the T-HANGARS LEASES. ASSIGNEE hereby accepts such assignment and assumes and agrees to be bound by and perform all covenants, conditions, obligations and duties of ASSIGNOR under the T-HANGARS LEASES arising from and after the EFFECTIVE DATE. ASSIGNEE agrees to indemnify, defend and hold harmless ASSIGNOR with respect to any claims or demands arising under the T-HANGARS LEASES that first accrue, from and after the EFFECTIVE DATE. ASSIGNEE agrees to promptly notify the tenants of the T-HANGARS LEASES of this ASSIGNMENT, and provide such tenants with all information necessary for remittance of future lease payments.
3. Price. As described in the Purchase & Sale Agreement, ASSIGNEE shall pay the sum of Two Million Dollars ($2,000,000) (the “ASSIGNMENT PRICE”) for the assignment of the SUBLEASE and possession of the SUBLEASE PREMISES.
4. Release of ASSIGNOR. SUBLANDLORD hereby releases ASSIGNOR from any and all obligations and liabilities under the SUBLEASE that first accrue on or after the EFFECTIVE DATE. In no event shall ASSIGNOR be released from any of its obligations under the SUBLEASE that first accrued prior to the EFFECTIVE DATE.
5. ASSIGNOR Warranties:
A. ASSIGNOR warrants that the SUBLEASE is in full force and effect; B. ASSIGNOR warrants that ASSIGNOR has paid to SUBLANDLORD all rents and other sums and charges payable by ASSIGNOR to SUBLANDLORD prior to the EFFECTIVE DATE;
C. ASSIGNOR warrants that it has fully performed all covenants and obligations under the SUBLEASE required to be performed by to the EFFECTIVE DATE; D. ASSIGNOR warrants that it has not executed any sublease and/or prior assignment of any of its rights under the SUBLEASE which has not been terminated as of the EFFECTIVE DATE;
E. ASSIGNOR warrants that it has provided PURCHASER with a full, complete, and accurate accounting of the T-HANGAR LEASES and all related security deposits, past and current tenant balances, and current operating account funds; F. ASSIGNOR warrants that, to its actual knowledge, SUBLANDLORD has fully Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3 performed all of the covenants and obligations on its part to be performed and observed under the SUBLEASE, and that SUBLANDLORD has not done or permitted any act or acts in violation of any of the covenants, provisions or terms thereof.
6. Notices. All notices, consents, waivers, payments or other communications which this ASSIGNMENT requires or permits either party to give to the other shall be in writing and shall be deemed given when actually received or refused by the party to whom sent if delivered personally or on the day of actual delivery or refusal as shown on the addressee's registered or certified mail receipt if forwarded by registered or certified mail, postage prepaid, or upon confirmation of receipt if given by facsimile or email, to the parties at their respective addresses as follows:
To ASSIGNOR:
Willow Vista Rentals, LLC
2015 Manhattan Beach Blvd., STE 100
Redondo Beach, CA 90278
Attn: Wade Brandenberger
Email: [email protected]
To ASSIGNEE:
395 Park Place, LLC
12101 Crenshaw Blvd., STE 100
Hawthorne, CA 90250
Attn: Robert Frerichs
Email: [email protected]
To SUBLANDLORD:
Hawthorne Airport, LLC
12101 Crenshaw Blvd., Suite 100
Hawthorne, CA 90250
Attn: Levi Stockton
Email: [email protected]
7. SUBLEASE Remains in Full Force. Except as expressly modified hereby, all other terms and provisions of the SUBLEASE (a) shall remain in full force and effect and are hereby ratified; (b) are incorporated herein by this reference; and (c) shall govern the conduct of the parties hereto; provided, however, to the extent of any inconsistency between the provisions of the SUBLEASE and the provisions of this ASSIGNMENT, the provisions of this ASSIGNMENT shall control. ASSIGNEE understands, acknowledges, and agrees that ASSIGNEE, by entering into this ASSIGNMENT, shall be responsible for paying rent, taxes, operating expenses, and all other amounts due on and after the EFFECTIVE DATE.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4 8. Gate Card Access to the AIRPORT. ASSIGNEE acknowledges that ASSIGNOR does not have authority to issue or grant ASSIGNEE, or any other person, a gate card for access to the AIRPORT.
9. Subleased Premises Being Acquired As-Is. Except for any representations and warranties expressly made by ASSIGNOR herein, ASSIGNEE acknowledges and agrees that it is (i) entering into this ASSIGNMENT and assuming the SUBLEASE of the SUBLEASE PREMISES solely upon ASSIGNEE’s inspection and investigation of the SUBLEASE PREMISES and all documents related thereto, or its opportunity to do so, and (ii) assuming the SUBLEASE of the SUBLEASE PREMISES in an "AS IS, WHERE IS" condition, in each case without relying upon any representations or warranties, express, implied or statutory, of any kind. Without limiting the above, ASSIGNEE acknowledges that, except as expressly contained in this ASSIGNMENT, neither ASSIGNOR nor any other party has made any representations or warranties, express or implied, on which ASSIGNEE is relying as to any matters, directly or indirectly, concerning the SUBLEASE PREMISES, including, but not limited to, the AIRPORT, the square footage of the SUBLEASE PREMISES, improvements and infrastructure, if any, development rights and exactions, expenses associated with the SUBLEASE PREMISES, taxes, assessments, bonds, permissible uses, title exceptions, water or water rights, topography, utilities, zoning of the SUBLEASE PREMISES, soil, subsoil, the purposes for which the SUBLEASE PREMISES is to be used, drainage, environmental or building laws, rules or regulations, Hazardous Material or any other matters affecting or relating to the SUBLEASE PREMISES. ASSIGNEE’s execution of this ASSIGNMENT shall be conclusive evidence that (a) ASSIGNEE has fully and completely inspected (or has caused to be fully and completely inspected) the SUBLEASE PREMISES; and (b) ASSIGNEE accepts the SUBLEASE PREMISES as being in good and satisfactory condition and suitable for ASSIGNEE’s purposes, subject to the express representations and warranties of ASSIGNOR made herein.
10. Subsequent Actions In Furtherance Of This ASSIGNMENT. The parties agree that they will each do whatever is reasonably necessary to effect the purpose of this ASSIGNMENT, including, but not limited to, executing, acknowledging, and delivering all further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and all further instruments and documents as may be necessary, expedient, or proper to complete any conveyances, transfers, sales, and agreements covered by this ASSIGNMENT, and to do all other acts and to execute, acknowledge, and deliver all requested documents to carry out the intent and purpose of this ASSIGNMENT.
11. Sub-Sublease of Subleased Premises. ASSIGNEE’s right, if any, to subsublease the SUBLEASE PREMISES shall be governed by the SUBLEASE.
12. Assignment By ASSIGNOR. ASSIGNOR shall be allowed to assign the rights under this ASSIGNMENT without approval from ASSIGNEE. However, ASSIGNOR shall notify ASSIGNEE within seven (7) calendar days of making such assignment and provide a new contact address.
13. Litigation Costs. If any legal action or other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this ASSIGNMENT or because Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 5 of an alleged dispute, breach, default, or misrepresentation in connection with this ASSIGNMENT, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which the party may be entitle. The prevailing party shall be determined by the arbitrator or court. If neither party is found to be the prevailing party or if the arbitrator or court does not make such a determination, each party shall bear their own attorneys’ fees and costs.
14. Successors. This ASSIGNMENT shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assignees of the parties to this ASSIGNMENT.
15. Subordination. This ASSIGNMENT and the rights granted to ASSIGNEE hereunder are and shall, at all times, be subject and subordinate to: (i) the underlying MGL and SUBLEASE, including the terms thereof affecting all or any part of the SUBLEASE PREMISES now or later existing, and all amendments, renewals, modifications, supplements and extensions thereof, and (ii) all deeds of trust or mortgages now or later affecting or encumbering all or any part of the SUBLEASE PREMISES and/or any ground or underlying leasehold estate.
16. Construction. Section headings are solely for the convenience of the parties and are not a part of and shall not be used to interpret this ASSIGNMENT The singular form shall include the plural and vice versa. This ASSIGNMENT shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this ASSIGNMENT.
17. Integration. This ASSIGNMENT contains the entire agreement between the parties, and expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties respecting the assignment of the SUBLEASE from ASSIGNOR to ASSIGNEE.
18. Written Amendment Required. This ASSIGNMENT may not be amended or altered except by a written instrument executed by ASSIGNOR and ASSIGNEE and SUBLANDLORD, as applicable.
19. Partial Invalidity. Any provision of this ASSIGNMENT that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforceability of this ASSIGNMENT shall be of no effect, but all the remaining provisions of this ASSIGNMENT shall remain in full force.
20. Exhibits. All attached exhibits are incorporated in this ASSIGNMENT by this reference.
21. Governing Law. The validity, meaning, and effect of this ASSIGNMENT shall be determined in accordance with California laws.
22. Non-Disturbance And Attornment. Concurrently with the ASSIGNMENT, ASSIGNEE and MASTER LANDLORD are entering into a Non-Disturbance And Attornment Agreement, a true and correct copy of which is attached hereto as Exhibit “C”.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 6 23. Authority. Each signatory of this ASSIGNMENT on behalf of ASSIGNOR, ASSIGNEE and SUBLANDLORD represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
24. Counterparts. Separate copies of this ASSIGNMENT may be signed by the parties hereto, with the same effect as though all of the parties had signed one copy of this ASSIGNMENT. Signatures received by pdf, facsimile any other electronic transmission system shall be accepted as original signatures.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized representatives as of the Effective Date.
ASSIGNOR:
WILLOW VISTA RENTALS, LLC, a California
limited liability company
By: WEDGEWOOD
Its: Manager
By: ___________________________________
Lisa Ishizaki-Wehrly, its President.
ASSIGNEE:
395 PARK PLACE, LLC, a California limited
liability company
By:______________________________________
Gregory Geiser, Manager
By:______________________________________
David R. Wehrly, Manager
By:______________________________________
Robert Frerichs, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 7 APPROVAL BY SUBLANDLORD:
HAWTHORNE AIRPORT, LLC, a Delaware limited
liability company
By: VR HOLDINGS, LLC
Its: Manager
By:______________________________________
David R. Wehrly, Manager
By:______________________________________
Gregory Geiser, Manager
By:______________________________________
Darin Puhl, Manager
By:______________________________________
Wade Brandenberger, Manager
By:______________________________________
Martin Howard, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “A”
Master Ground Lease and
Amendments
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Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 24 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “B”
Ground Sublease
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “C”
Sublease Non-Disturbance
and Attornment Agreement
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 1 AGREEMENT FOR ASSIGNMENT AND ASSUMPTION OF
SUBLEASE AND TERMINAL BUILDING LEASES
This AGREEMENT FOR ASSIGNMENT, AND ASSUMPTION OF SUBLEASE AND TERMINAL BUILDING LEASES (“ASSIGNMENT”) is entered into by and between Willow Vista Rentals, LLC, a California limited liability company (“WILLOW VISTA”), and Terminal Building, LLC, a California limited liability company (“TB”) (collectively, “ASSIGNORS”), on the one hand, and 395 Park Place, LLC, a California limited liability company (“ASSIGNEE”), on the other hand. Hawthorne Airport, LLC, a Delaware Limited Liability Company (“SUBLANDLORD”) is additionally a party to this ASSIGNMENT for the limited purpose of confirming its consent to the assignment and the release of ASSIGNORS as described in Section 2 below.
RECITALS
A. SUBLANDLORD and The City of Hawthorne, a municipal corporation (the "MASTER LANDLORD"), are parties to (i) that certain Ground Lease dated as of January 3, 2005, (ii) that certain First Amendment to Ground Lease dated as of November 22, 2005 and (iii) that certain Second Amendment to Ground Lease dated as of June 13, 2006; (iv) that certain Third Amendment to Ground Lease dated as of June 28, 2017; and (v) that certain Fourth Amendment to Ground Lease dated as of January 24, 2024 (collectively the “Master Ground Lease” or “MGL”) concerning certain real property located in the City of Hawthorne, Los Angeles, California (more particularly described in the MGL) at the municipal airport commonly known as "Hawthorne Municipal Airport - Jack Northrop Field" (the "AIRPORT"). A true and correct copy of the MGL is attached hereto as Exhibit “A”.
B. SUBLANDLORD and ASSIGNORS are parties to: (i) that certain Ground Sublease, dated as of July 1, 2011; (ii) that certain First Amendment to Ground Sublease dated as of September 1, 2011; and (iii) that certain Second Amendment to Ground Sublease dated as of January 1, 2018 (collectively, the “SUBLEASE”), for that portion of the AIRPORT, and consisting of (i) the approximate 14,550 square foot "TERMINAL BUILDING" having an address of 12101 Crenshaw Boulevard, Hawthorne, California 90250 and (ii) the north and west ramp areas (such areas being referred to collectively as the "RAMP AREAS") located adjacent to the Terminal Building (the TERMINAL BUILDING and the RAMP AREAS being referred to collectively as the "SUBLEASED PREMISES"), and more particularly described in the SUBLEASE attached hereto as “Exhibit B.”.
C. ASSIGNORS desire by this ASSIGNMENT, and with the approval of SUBLANDLORD, to assign all of their rights, title and interest in and to the SUBLEASE to ASSIGNEE subject to and in accordance with the terms, provisions and conditions of the SUBLEASE and this ASSIGNMENT, and ASSIGNEE desires to accept such assignment and to assume and perform all of ASSIGNORS’ duties, obligations and covenants under the SUBLEASE.
NOW THEREFORE, for valuable consideration as described below, the sufficiency of which is hereby acknowledged, together with the mutual agreements set forth in this ASSIGNMENT, the parties agree as follows:
1. Effective Date. This ASSIGNMENT shall be deemed effective as of March Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 2 31, 2025 (the “EFFECTIVE DATE”).
2. Assignment and Assumption.
a. ASSIGNORS hereby assign to ASSIGNEE all of their right, title and interest in the SUBLEASE and the SUBLEASE PREMISES as of EFFECTIVE DATE.
ASSIGNEE hereby accepts such assignment and assumes and agrees to be bound by and perform all covenants, conditions, obligations and duties of the ASSIGNORS under the SUBLEASE arising from and after the EFFECTIVE DATE. ASSIGNEE agrees to indemnify, defend and hold harmless ASSIGNORS with respect to any claims or demands arising under the SUBLEASE that first accrues, from and after the EFFECTIVE DATE.
b. By virtue of this ASSIGNMENT, ASSIGNORS further assign all rights and obligations arising with respect to the current commercial tenants of the TERMINAL BUILDING (the “TERMINAL BUILDING LEASES”). Such assignment shall also include the assignment and transfer of all security deposits and operating account funds directly relating to the TERMINAL BUILDING LEASES. ASSIGNEE hereby accepts such assignment and assumes and agrees to be bound by and perform all covenants, conditions, obligations and duties of the ASSIGNORS under the TERMINAL BUILDING LEASES arising from and after the EFFECTIVE DATE. ASSIGNEE agrees to indemnify, defend and hold harmless ASSIGNORS with respect to any claims or demands arising under the TERMINAL BUILDING LEASES that first accrue, from and after the EFFECTIVE DATE. ASSIGNEE agrees to promptly notify the tenants of the TERMINAL BUILDING LEASES of this ASSIGNMENT, and provide such tenants with all information necessary for remittance of future lease payments.
3. Price. As described in the Purchase & Sale Agreement, ASSIGNEE shall pay the sum of Three Million Dollars ($3,000,000) (the “ASSIGNMENT PRICE”) for the assignment of the SUBLEASE and possession of the SUBLEASE PREMISES.
4. Release of ASSIGNORS. SUBLANDLORD hereby releases ASSIGNORS from any and all obligations and liabilities under the SUBLEASE that first accrue on or after the EFFECTIVE DATE. In no event shall ASSIGNORS be released from any of its obligations under the SUBLEASE that first accrued prior to the EFFECTIVE DATE.
5. ASSIGNORS’ Warranties:
A. ASSIGNORS warrant that the SUBLEASE is in full force and effect; B. ASSIGNORS warrant that ASSIGNORS have paid to SUBLANDLORD all rents and other sums and charges payable by ASSIGNORS to SUBLANDLORD prior to the EFFECTIVE DATE;
C. ASSIGNORS warrant that they have fully performed all covenants and obligations under the SUBLEASE required to be performed by to the EFFECTIVE DATE; D. ASSIGNORS warrant that they have not executed any sublease and/or prior assignment of any of its rights under the SUBLEASE which has not been terminated Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 3 as of the EFFECTIVE DATE;
E. ASSIGNORS warrant that they have provided PURCHASER with a full, complete, and accurate accounting of the TERMINAL BUILDING LEASES and all related security deposits, past and current tenant balances, and current operating account funds;
F. ASSIGNORS warrant that, to their actual knowledge, SUBLANDLORD has fully performed all of the covenants and obligations on its part to be performed and observed under the SUBLEASE, and that SUBLANDLORD has not done or permitted any act or acts in violation of any of the covenants, provisions or terms thereof.
6. Notices. All notices, consents, waivers, payments or other communications which this ASSIGNMENT requires or permits either party to give to the other shall be in writing and shall be deemed given when actually received or refused by the party to whom sent if delivered personally or on the day of actual delivery or refusal as shown on the addressee's registered or certified mail receipt if forwarded by registered or certified mail, postage prepaid, or upon confirmation of receipt if given by facsimile or email, to the parties at their respective addresses as follows:
To ASSIGNORS:
Willow Vista Rentals, LLC
2015 Manhattan Beach Blvd., STE 100
Redondo Beach, CA 90278
Attn: Wade Brandenberger
Email: [email protected]
Terminal Building, LLC
12101 Crenshaw Blvd., STE 100
Hawthorne, CA 90250
Attn: Levi Stockton
Email: [email protected]
To ASSIGNEE:
395 Park Place, LLC
12101 Crenshaw Blvd., STE 100
Hawthorne, CA 90250
Attn: Robert Frerichs
Email: [email protected]
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 4 To SUBLANDLORD:
Hawthorne Airport, LLC
12101 Crenshaw Blvd., Suite 100
Hawthorne, CA 90250
Attn: Levi Stockton
Email: [email protected]
7. SUBLEASE Remains in Full Force. Except as expressly modified hereby, all other terms and provisions of the SUBLEASE (a) shall remain in full force and effect and are hereby ratified; (b) are incorporated herein by this reference; and (c) shall govern the conduct of the parties hereto; provided, however, to the extent of any inconsistency between the provisions of the SUBLEASE and the provisions of this ASSIGNMENT, the provisions of this ASSIGNMENT shall control. ASSIGNEE understands, acknowledges, and agrees that ASSIGNEE, by entering into this ASSIGNMENT, shall be responsible for paying rent, taxes, operating expenses, and all other amounts due on and after the EFFECTIVE DATE.
8. Gate Card Access to the AIRPORT. ASSIGNEE acknowledges that ASSIGNORS do not have authority to issue or grant ASSIGNEE, or any other person, a gate card for access to the AIRPORT.
9. Subleased Premises Being Acquired As-Is. Except for any representations and warranties expressly made by ASSIGNORS herein, ASSIGNEE acknowledges and agrees that it is (i) entering into this ASSIGNMENT and assuming the SUBLEASE of the SUBLEASE PREMISES solely upon ASSIGNEE’s inspection and investigation of the SUBLEASE PREMISES and all documents related thereto, or its opportunity to do so, and (ii) assuming the SUBLEASE of the SUBLEASE PREMISES in an "AS IS, WHERE IS" condition, in each case without relying upon any representations or warranties, express, implied or statutory, of any kind. Without limiting the above, ASSIGNEE acknowledges that, except as expressly contained in this ASSIGNMENT, neither ASSIGNORS nor any other party has made any representations or warranties, express or implied, on which ASSIGNEE is relying as to any matters, directly or indirectly, concerning the SUBLEASE PREMISES, including, but not limited to, the AIRPORT, the square footage of the SUBLEASE PREMISES, improvements and infrastructure, if any, development rights and exactions, expenses associated with the SUBLEASE PREMISES, taxes, assessments, bonds, permissible uses, title exceptions, water or water rights, topography, utilities, zoning of the SUBLEASE PREMISES, soil, subsoil, the purposes for which the SUBLEASE PREMISES is to be used, drainage, environmental or building laws, rules or regulations, Hazardous Material or any other matters affecting or relating to the SUBLEASE PREMISES. ASSIGNEE’s execution of this ASSIGNMENT shall be conclusive evidence that (a) ASSIGNEE has fully and completely inspected (or has caused to be fully and completely inspected) the SUBLEASE PREMISES; and (b) ASSIGNEE accepts the SUBLEASE PREMISES as being in good and satisfactory condition and suitable for ASSIGNEE’s purposes, subject to the express representations and warranties of ASSIGNORS made herein.
10. Subsequent Actions In Furtherance Of This ASSIGNMENT. The parties agree that they will each do whatever is reasonably necessary to effect the purpose of this ASSIGNMENT, including, but not limited to, executing, acknowledging, and delivering all Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 5 further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and all further instruments and documents as may be necessary, expedient, or proper to complete any conveyances, transfers, sales, and agreements covered by this ASSIGNMENT, and to do all other acts and to execute, acknowledge, and deliver all requested documents to carry out the intent and purpose of this ASSIGNMENT.
11. Sub-Sublease of Subleased Premises. ASSIGNEE’s right, if any, to subsublease the SUBLEASE PREMISES shall be governed by the SUBLEASE.
12. Assignment By ASSIGNORS. ASSIGNORS shall be allowed to assign the rights under this ASSIGNMENT without approval from ASSIGNEE. However, ASSIGNORS shall notify ASSIGNEE within seven (7) calendar days of making such assignment and provide a new contact address.
13. Litigation Costs. If any legal action or other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this ASSIGNMENT or because of an alleged dispute, breach, default, or misrepresentation in connection with this ASSIGNMENT, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which the party may be entitle. The prevailing party shall be determined by the arbitrator or court. If neither party is found to be the prevailing party or if the arbitrator or court does not make such a determination, each party shall bear their own attorneys’ fees and costs.
14. Successors. This ASSIGNMENT shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assignees of the parties to this ASSIGNMENT.
15. Subordination. This ASSIGNMENT and the rights granted to ASSIGNEE hereunder are and shall, at all times, be subject and subordinate to: (i) the underlying MGL and SUBLEASE, including the terms thereof affecting all or any part of the SUBLEASE PREMISES now or later existing, and all amendments, renewals, modifications, supplements and extensions thereof, and (ii) all deeds of trust or mortgages now or later affecting or encumbering all or any part of the SUBLEASE PREMISES and/or any ground or underlying leasehold estate.
16. Construction. Section headings are solely for the convenience of the parties and are not a part of and shall not be used to interpret this ASSIGNMENT The singular form shall include the plural and vice versa. This ASSIGNMENT shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this ASSIGNMENT.
17. Integration. This ASSIGNMENT contains the entire agreement between the parties, and expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties respecting the assignment of the SUBLEASE from ASSIGNORS to ASSIGNEE.
18. Written Amendment Required. This ASSIGNMENT may not be amended Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 6 or altered except by a written instrument executed by ASSIGNORS and ASSIGNEE and SUBLANDLORD, as applicable.
19. Partial Invalidity. Any provision of this ASSIGNMENT that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforceability of this ASSIGNMENT shall be of no effect, but all the remaining provisions of this ASSIGNMENT shall remain in full force.
20. Exhibits. All attached exhibits are incorporated in this ASSIGNMENT by this reference.
21. Governing Law. The validity, meaning, and effect of this ASSIGNMENT shall be determined in accordance with California laws.
22. Non Disturbance And Attornment. Concurrently with the ASSIGNMENT, ASSIGNEE and MASTER LANDLORD are entering into a Non-Disturbance And Attornment Agreement, a true and correct copy of which is attached hereto as Exhibit “C”.
23. Authority. Each signatory of this ASSIGNMENT on behalf of ASSIGNORS, ASSIGNEE and SUBLANDLORD represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
24. Counterparts. Separate copies of this ASSIGNMENT may be signed by the parties hereto, with the same effect as though all of the parties had signed one copy of this ASSIGNMENT. Signatures received by pdf, facsimile any other electronic transmission system shall be accepted as original signatures.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized representatives as of the Effective Date.
ASSIGNORS:
WILLOW VISTA RENTALS, LLC, a California
limited liability company
By: WEDGEWOOD
Its: Manager
By: ___________________________________
Lisa Ishizaki-Wehrly, its President.
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 7 TERMINAL BUILDING, LLC, a California limited
liability company
By:______________________________________
Levi Stockton, Manager
By:______________________________________
Martin Howard, Manager
By:______________________________________
Robert Frerichs, Manager
ASSIGNEE:
395 PARK PLACE, LLC, a California limited
liability company
By:______________________________________
Gregory Geiser, Manager
By:______________________________________
David R. Wehrly, Manager
By:______________________________________
Robert Frerichs, Manager
APPROVAL BY SUBLANDLORD:
HAWTHORNE AIRPORT, LLC, a Delaware limited
liability company
By: VR HOLDINGS, LLC
Its: Manager
By:______________________________________
David R. Wehrly, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 8 By:______________________________________
Gregory Geiser, Manager
By:______________________________________
Darin Puhl, Manager
By:______________________________________
Wade Brandenberger, Manager
By:______________________________________
Martin Howard, Manager
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “A”
Master Ground Lease and
Amendments
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Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 24 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “B”
Ground Sublease
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7
SECOND AMENDMENT TO GROUND SUBLEASE
This SECOND AMENDMENT TO GROUND SUBLEASE (this "Amendment"), dated as of January 1, 2018 (the “Effective Date”), is made by and among HAWTHORNE AIRPORT, LLC, a Delaware limited liability company (hereafter referred to as “Sublandlord), TERMINAL BUILDING, LLC, a California limited liability company (“Terminal Building”) and WEST RIDGE RENTALS, LLC, a California limited liability company (“West Ridge”; and together with Terminal Building (each hereafter referred to as “Original Subtenant” and collectively the “Original Subtenants”) and WILLOW VISTA RENTALS, LLC, a California limited liability company (“Willow Vista”). Sublandlord, Terminal Building, West Ridge and Willow Vista are sometimes hereinafter referred to, collectively, as the “Parties” or, individually, as a “Party”.
RECITALS:
A. Sublandlord and Original Subtenants are parties to that certain Ground Sublease, dated July 1, 2011 (said sublease, as heretofore amended by a First Amendment to Ground Sublease, dated as of September 1, 2011 whereby West Ridge was joined as Subtenant, the “Sublease”), covering certain premises located at the municipal airport commonly known as “Hawthorne Municipal Airport – Jack Northrop Field (the “Airport”), having an address of 12101 Crenshaw Boulevard, Hawthorne, California 90250 and as more particularly described in the Sublease (the “Subleased Premises”).
B. The Parities now wish to amend certain terms and conditions of the Sublease and to make certain other agreements, as provided in this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT:
1. Defined Terms; Effective Date. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have their respective meanings as set forth or provided for in the Sublease. On the Effective Date, references in the Sublease to “this Sublease” and similar references shall mean the Sublease, as amended and modified hereby.
2. Withdrawal of West Ridge as a Subtenant. As of the Effective Date, West Ridge is hereby removed and released as a Subtenant to the Sublease and all of its obligations as a “Subtenant” are hereby terminated.
3. Addition of Willow Vista as a Subtenant. As of the Effective Date, the Sublease is hereby amended to add Willow Vista as a party thereto as a “Subtenant” in place and instead of West Ridge and thereafter, all references to “Subtentant” in the Sublease shall include Willow Vista and Terminal Building as co-Subtenants as the context shall require.
4. Consent to Transaction. Sublandlord consents to the withdrawal of West Ridge as a Subtenant and the addition of Willow Vista as a Subtenant subject to receipt by Sublandlord of this Amendment as fully executed and acknowledged by Terminal Building, West Ridge and Willow Vista.
5. Notice Addresses; Rent Payment Address. On the Effective Date, Section 21 of the Sublease is hereby amended to replace Sublandlord’s and Subtenant’s notice information with the following:
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 2 Subtenant: Willow Vista Rentals, LLC,
2015 Manhattan Beach Blvd., Suite 100
Redondo Beach, CA 90278
Attention: Wade Brandenberger
Telephone: (310)640-3070
Email: [email protected]
Terminal Building, LLC,
2015 Manhattan Beach Blvd., Suite 101
Redondo Beach, CA 90250
Attention: Levi Stockton
Email: [email protected]
Telephone: (310) 664-3344
Sublandlord: Hawthorne Airport, LLC
12101 Crenshaw Blvd., Suite 100
Hawthorne, CA 90250.
Attention: Levi Stockton
Email: [email protected]
Telephone: (310) 664-3344
6. Continuing Effect. Except as specifically provided in this Amendment, the provisions of the Sublease shall remain unchanged and in full force and effect. In the event of a conflict between the Sublease and this Amendment, this Amendment shall control.
7. Authority. Each person executing this Amendment on behalf of a Party represents, warrants and agrees that it has the full power, authority and legal right to execute and deliver this Amendment on behalf of such Party, that the Sublease remains in full force and effect and that each of this Amendment and the Sublease, as amended hereby, constitutes the legal, valid and binding obligations of such Party, its heirs, representatives, successors and assigns, enforceable against such Party or Parties in accordance with its terms. Each Party acknowledges and agrees that the information contained in the Recitals of this Amendment is true and complete in all material respects.
8. Counterparts – Severability. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute but one and the same instrument. If any one or more of the provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
9. Further Assurances. Willow Vista, Terminal Building and West Ridge each agree to cooperate with Sublandlord and prepare, execute and deliver any additional documents, writings or records, and to take any other actions, as Sublandlord may from time to time reasonably request (such as the filing and recordation of a memorandum of lease or the correction of typographical, factual or computational errors contained in this Amendment or the Sublease, as amended and modified and in effect from time to time, or other documents relating thereto) to evidence or effect Willow Vista, Terminal Building and West Ridge’s agreements and obligations under this Amendment and the Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 EXHIBIT “C”
Sublease Non-Disturbance
and Attornment Agreement
Docusign Envelope ID: 5F7311CF-5852-4C26-AC14-9B40DCD80CE7 AGENDA ITEM NO. 16.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: Public Works
City Manager: Department Head:
SUBJECT:
Progress Payment #5 in the amount of $188,100.00 due to Pardess Air Inc of Los Angeles, CA for Hawthorne Memorial Center HVAC System Upgrade (Project #23-08).
RECOMMENDED MOTION:
Staff recommends that the City Council approve this Progress Payment #5 to Pardess Air Inc of Los Angeles, CA
DISCUSSION:
This project includes providing all services, labor, materials, permits, insurance, tools and equipment needed, in accordance with the Plan and Specifications to successfully and safely complete the HVAC system upgrade at City of Hawthorne Memorial Center located at 3901 W El Segundo Blvd, Hawthorne, CA 90250
The work consists of engineering, designing, procuring, permitting and installing: a new chiller (127 TR), chilled water pumps and piping, new VAV AHUs, new DDC controls system, new emergency generator and fuel storage, 5-year maintenance contract and properly remove/dispose of all existing equipment.
As of May 1st, 2025, 90% of the work has been completed. The new chiller, water pumps/piping, new VAV AHUs, new control system and emergency generator has been installed. A new perimeter fence with privacy screen has been installed along with a new double door entry gate. The remaining work to finalize this project is testing/trouble shooting of individual equipment and testing/trouble shooting of the new HVAC system. This is scheduled to be completed by end of June 2025.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
This HVAC system upgrade can contribute to our economic strategic plan in several ways. For example, the new HVAC system will be one large centralized unit instead of the existing 3-unit individual systems.
This will help better cool/heat the community center and be more energy efficient. This project will improve the City's infrastructure and allow the Community Service Department to provide a better environment for all visitors, class attendees and/or organizations that hold their events at the Memorial Center.
FISCAL IMPACT:
None. Funds for this progress payment in the amount of $188,100.00 will be paid for with funds through a Specified Grant from the Budget Act of 2022 from the State of California Department of Parks and Recreation and through the American Rescue Plan Act Fund.
NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act
ATTACHMENTS
PP#5 Proj. #23-08
27-May-25
Honorable Mayor and City Council Council Date
City of Hawthorne
Hawthorne, CA 90250
The following is a detailed breakdown of Progress Payment No.5 due to PARDESS AIR Inc, 1769 KELTON AVE, LOS ANGELES, CA, 90024 for work done on the subject project through April 2025.
Contract Unit Contract Qty or % Qty or % Amount Total Qty Total Amount Quantity Price Amount Previous This estimate This Estimate or % to Date to Date 1 Procure and install new chiller (127 TR), chilled water pumps and piping. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. 1 LS $626,000.00 $ 626,000.00 0.90 0.00 $ - 0.90 $ 563,400.00 2 Procure and install new customized VAV AHUs. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. 1 LS $626,000.00 $ 626,000.00 0.90 0.00 $ - 0.90 $ 563,400.00 3 Procure and install new hot water boiler (900 MBTUH), hot water pumps and piping. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. 1 LS $262,000.00 $ 262,000.00 0.90 0.00 $ - 0.90 $ 235,800.00 4 Procure and install new DDC controls system. Plus, all other Lump Sum aspects of the Project as specified, including hardware, wiring, warranty, permits, as-built drawings, etc. 1 LS $260,000.00 $ 260,000.00 0.75 0.15 $ 39,000.00 0.90 $ 234,000.00 5 Procure and install new emergency generator (250 kW) and fuel storage (equivalent to 24-hour duration).
Plus, all other Lump Sum aspects of the Project as specified, including interconnection, wiring, fencing enclosure, concrete pad, warranty, permits, as-built drawings, etc 1 LS $200,000.00 $ 200,000.00 0.20 0.60 $ 120,000.00 0.80 $ 160,000.00 6 Engineer and design new HVAC system, DDC Controls, Emergency Generator. Plus, all other Lump Sum aspects of the Project as specified, including mechanical, electrical, structural and civil design drawings, permits, bill of materials, equipment and material specification sheets, etc. 1 LS $260,000.00 $ 260,000.00 0.85 0.15 $ 39,000.00 1.00 $ 260,000.00 7 Remove and dispose of all existing equipment. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. 1 LS $101,000.00 $ 101,000.00 1.00 0.00 $ - 1.00 $ 101,000.00 8 5-year maintenance program covering HVAC system and Emergency Generator. Plus, all other Lump Sum aspects of the Project as specified, including, warranty, parts, labor, etc. 1 LS $91,000.00 $ 91,000.00 0.00 0.00 $ - 0.00 $ - 9 CO #5:REPLACEMENT OF EXISITING SWITCHBOARD WITH NEW SWITCHBOARD 1 LS $3,609.64 $ 3,609.64 1.00 0.00 $ - 1.00 $ 3,609.64 10 CO #6: VFD AND NEW MOTOR FOR RF1 & RF2 1 LS $29,112.36 $ 29,112.36 1.00 0.00 $ - 1.00 $ 29,112.36 11 CO #7: SAW CUTTING BROKEN WALL AND REMOVAL/DISPOSAL 1 LS $6,544.66 $ 6,544.66 1.00 0.00 $ - 1.00 $ 6,544.66 12 CO #8: REMOVAL OR BROCK WALL ON TOP OF FOOTING AND REMOVAL OF EXTRA SOIL ON THE BOTTOM OF CONCRETE PLATFORM AND ADDITIONAL BASE/COMPACTION 1 LS $6,313.38 $ 6,313.38 1.00 0.00 $ - 1.00 $ 6,313.38 13 CO #9: EXTRA ELECTRICAL CONDUIT FOR FUTURE CITY USE 1 LS $4,406.09 $ 4,406.09 1.00 0.00 $ - 1.00 $ 4,406.09 14 CO #10: PATCHING HOLES IN MEHCNICAL ROOM CEILING (NOT PART ORIGINAL SCOPE OF WORK) 1 LS $6,161.86 $ 6,161.86 1.00 0.00 $ - 1.00 $ 6,161.86 RE: PROGRESS PAYMENT NO. 5 FOR HAWTHORNE MEMORIAL CENTER HVAC SYSTEM UPGRADE (Project#23-08) Description
Unit
K:\Engineering\WPDOCS\PROJECTS\SPECS\23-08 Hawthorne Memorial Center HVAC System Upgrade\payments\PP#5\pardess PP#5 Page1 15 CO #11: REPLACEMENT OF CORRODED PORTABLE WATER PIPE(S) 1 LS $5,260.76 $ 5,260.76 1.00 0.00 $ - 1.00 $ 5,260.76 16 CO #12: ADDITION OF (2) 6" TEES AND (2) 6" VALVES FOR CLEANING AND FLUSHING 1 LS $4,723.97 $ 4,723.97 1.00 0.00 $ - 1.00 $ 4,723.97 17 CO #13: UPGRADE THE EMERGENCY GENERATOR FROM 250KW TO 400KW 1 LS $179,947.16 $ 179,947.16 1.00 0.00 $ - 1.00 $ 179,947.16 18 CO#14: DEMO RUSTED HEATING AND COOLING PIPE. REPLACE WITH NEW COPPER PIPING BETWEEN ROOM 124 AND 125 1 LS $6,723.64 $ 6,723.64 1.00 0.00 $ - 1.00 $ 6,723.64 19 CO#15: EXTRA NEW INSULATION FOR EXISTING PIPES THAT ABADMENT COMPANY REMOVED THE INSULATION TO. 1 LS $7,917.92 $ 7,917.92 1.00 0.00 $ - 1.00 $ 7,917.92 20 CO #16: EDISON NEW 800A MAIN BOARD DESIGN/APPROVAL 1 LS $2,911.00 $ 2,911.00 1.00 0.00 $ - 1.00 $ 2,911.00 21 CO #17: ADDITIONAL 45A CIRCUIT BREAKER TO MAIN SWITCH BOARD FOR SC 1 LS $4,762.40 $ 4,762.40 1.00 0.00 $ - 1.00 $ 4,762.40 22 CO #18: NEW DUCT WORK FOR MAIN OFFICE ROOM 109 1 LS $9,395.81 $ 9,395.81 1.00 0.00 $ - 1.00 $ 9,395.81 Total Contract Price $ 2,703,790.65
TOTAL $ 198,000.00 $ 2,395,390.65
LESS RETENTION $ 9,900.00 $ 119,769.53
LESS PREVIOUSLY PAID $ - $ 2,087,521.12
TOTAL AMOUNT DUE $ 188,100.00 $ 188,100.00
TOTAL AMOUNT DUE THIS 5TH PROGRESS PAYMENT:
Accout#
$ 188,100.00
Project Engineer
180-1150-138-0-0-40514
German Franco
German Franco
K:\Engineering\WPDOCS\PROJECTS\SPECS\23-08 Hawthorne Memorial Center HVAC System Upgrade\payments\PP#5\pardess PP#5 Page2 APPLICATION AND CERTIFICATE FOR PAYMENT Page 1 of 2
TO: German APPLICATION NO: 5 DISTRIBUTION TO:
Project: Hawthorne Memorial Center HVAC System Upgrade APPLICATION DATE: 1/1/2025 OWNER PERIOD TO: 5/1/2025 ARCHITECT
CONTRACTOR
FROM:Pardess Air Inc. CONST. MNGR
1769 Kelton Ave.
LOS ANGELES, CA 90024
CONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor certifies that to the best of the Contractor's knowledge, information Application is made for payment, as shown below, in connection with the Contract. and belief the Work covered by this Application for payment has been completed in accordance Continuation Sheet, Schedule of Values, is attached. with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates of Payment were issued and payments received from the Owner,
1. ORIGINAL CONTRACT SUM $2,426,000.00 and that current payment shown herein is now due.
2. Net change by Change Orders $277,790.65
3. CONTRACT SUM TO DATE (Line 1+2) $2,703,790.65 CONTRACTOR: Pardess Air Inc
4. TOTAL COMPLETED & STORED TO DATE $2,117,600.00
(Column G on G703) By: Daniel Shaye Date: 05/02/25
5. RETAINAGE
a. 5% of completed work $105,880.00
(Columns D+E on SOV)
b. 10% of Stored Material $0.00
(Column F on SOV)
Total Retainage (Line 5a+5b or
Total in Column I of G703) $105,880.00
6. TOTAL EARNED LESS RETAINAGE
(Line 4 less Line 5 Total) $2,011,720.00 In accordance with the Contract Documents, based on on-site observations and the data
7. LESS PREVIOUS CERTIFICATES FOR PAYMENT comprising this application, the signatories certify to the Owner that to the best of their (Line 6 from prior Certificate) $1,823,620.00 knowledge, information and belief the Work has progressed as indicated, the quality of the Work, is in accordance with the Contract Documents, and the Contractor is entitled to
8. CURRENT PAYMENT DUE $188,100.00 payment in the AMOUNT CERTIFIED.
9. BALANCE TO FINISH, INCLUDING RETAINAGE
(Line 3 less Line 6) $692,070.65
ADDITIONS DEDUCTIONS By: Date
Total changes approved prior
to this Month $0.00
Total changes approved this
Month 0
$0.00 $0.00
TOTALS $0.00 $0.00 By: Date:
NET CHANGES by Change Order $0.00 OWNER
CHANGE ORDER SUMMARY
This certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contract under this contract. 1/2
Application No 5
Application Date 5/2/2025
Contractor : Pardess Air inc Period From 1/1/2025
Job Name: Hawthorne Memorial Center HVAC System Upgrade To 5/1/2025
A B C D E F G H
ITEM # DESCRIPTION OF WORK ACTIVITY SCHEDULED % TOTALS Amount of RETAINAGE VALUE To This TO DATE This Application 5%
Date (CXD) (E-F)
1 Procure and and install new chiller (127 TR), chilled water pumps and piping.
Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc.
$ 626,000 90.00% $ 563,400.00 $ 563,400.00 $ - $28,170.00 2 Procure and install new customized VAV AHUs. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. $ 626,000 90.00% $ 563,400.00 $ 563,400.00 $ - $28,170.00 3 Procure and install new hot water boiler (900 MBTUH), hot water pumps and piping. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. $ 262,000 90.00% $ 235,800.00 $ 235,800.00 $ - $11,790.00 4 Procure and install new DDC controls system. Plus, all other Lump Sum aspects of the Project as specified, including hardware, wiring, warranty, permits , as-built drawings, etc.
$ 260,000 90.00% $ 234,000.00 $ 195,000.00 $ 39,000.00 $11,700.00 5 Procure and install new emergency generator (250 kW) and fuel storage. Plus, all other Lump Sum aspects of the Project as specified, including interconnection, wiring, fencing enclosure, concrete pad, warranty, permits, as-built drawings, etc. $ 200,000 80.00% $ 160,000.00 $ 40,000.00 $ 120,000.00 $8,000.00 6 Engineer and design new HVAC,DDC Controls ,Emergency Generator plus all other lump sum $ 260,000 100.00% $ 260,000.00 $ 221,000.00 $ 39,000.00 $13,000.00 7 Remove and dispose of all existing equipment. Plus, all other Lump Sum aspects of the Project as specified, including hardware, warranty, permits, as-built drawings, etc. $ 101,000 100.00% $ 101,000.00 $ 101,000.00 $ - $5,050.00 8 5 years maintenece program covering HVAC system and Emergency Generator .plus all aother lum sum aspects of the project as a specified including warranty $ 91,000 0.00% $ - $ - $0.00 8 Change Orders $ 277,790.65 100.00% $ 277,790.65 $0.00 Sub Total $ 2,703,791 $ 2,117,600.00 $ - $ 198,000.00 $105,880.00
SCHEDULE OF VALUES
Total Amount
Completed On Prior
App.
AGENDA ITEM NO. 17.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: Police Department
City Manager: Department Head:
SUBJECT:
Agreement between the City of Hawthorne and Sharp Performance, Inc., for professional coaching services.
RECOMMENDED MOTION:
Staff recommends that the City Council approve the agreement with Sharp Performance, Inc. for professional coaching services in the amount of $224,996.25, and authorize the City Manager to execute the agreement and make minor amendments thereto.
DISCUSSION:
The City has identified a need for professional development and executive coaching services to enhance the leadership and management skills of City department heads and City staff. Sharp Performance, Inc. has been identified as a qualified and experienced provider of such services. Their coaching programs have a proven track record of improving individual and organizational performance.
Sharp Performance, Inc. is a leading provider of leadership development and coaching services, with a strong reputation for transforming individuals and organizations. Their team of experienced coaches work with clients to develop customized solutions that drive performance and achieve measurable results. Sharp Performance, Inc. specializes in areas such as leadership development, team building, organizational effectiveness, and personal development, all of which are crucial for the City of Hawthorne's administrative growth.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
N/A
FISCAL IMPACT:
$224,996.25 over three (3) years to be paid from the General Fund and Asset Forfeiture.
NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act.
ATTACHMENTS
Agreement with Sharp Performance, Inc
Master SaaS and Services Agreement
This Master SaaS and Services Agreement (this “Agreement”) is entered into effective this 1 day of July 2025, until 30 June of 2028 by and between Sharp Performance Inc., a Delaware corporation (“Sharp Performance”) with a place of business at 2659 State Street #100, Carlsbad, CA 92008, and The City of Hawthorne and the Hawthorne Police Department, a municipal corporation (“The Customer”). Sharp Performance and the Customer are sometimes referred to herein jointly as the “Parties” or singularly as a “Party.”
RECITALS:
WHEREAS, The Customer desires to obtain access to the Services (as defined below) with respect to certain of its information technology needs, for use by its Employees and Sharp Performance desires to provide the Services to the Customer, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SERVICES.
1.1 Purpose. This Agreement sets forth the terms and conditions under which Sharp Performance agrees to provide (i) certain hosted “software as a service” (the “Subscription Services”) for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a “Platform”) to Authorized Users, as further set forth and described on each order form (the “Order Form”) attached hereto as Schedule A-1 and Schedule A-2, and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (collectively the “Professional Services”, and together with the Subscription Services, referred to herein as the “Services”) related to the Customer’s access to, and use of, such Subscription Services and each Platform, as further set forth and described on each statement of services (the “Statement of Work”) attached hereto as Schedule B, issued hereunder (Order Forms and Statements of Professional Services are sometimes referred to jointly as a “Statement of Services”).
1.2 The Services; Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Sharp Performance shall use commercially reasonable efforts to provide (i) the Customer and Authorized Users access to each Platform, and (ii) the Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, Sharp Performance hereby grants the Customer and Authorized Users a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 16 herein), worldwide license to access and use
each Platform, solely for internal business purposes in connection with the Customer’s use of the Services as set forth herein.
1.3 Subscription Services. Each applicable Order Form shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions.
1.4 Professional Services. Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions.
1.5 Changes to Platform. Sharp Performance may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Sharp Performance’s products or services to its the s, (b) the competitive strength of, or market for, Sharp Performance’s products or services, (c) such Platform’s cost efficiency or performance, or (ii) to comply with applicable law.
2. PLATFORM ACCESS AND AUTHORIZED USER
2.1 Administrative Users. During the configuration and set-up process for each Platform, the Customer will identify an administrative username and password for the Customer’s Sharp Performance accounts. Each member will receive their own individual account with its own unique username and password. Sharp Performance reserves the right to refuse registration of, or cancel usernames and passwords it deems inappropriate.
2.2 Authorized Users. the Customer may allow such number of the Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of the Customer as “the Customer Users.” Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to a new Authorized User replacing former Authorized Users who no longer require ongoing use of the applicable Platform.
2.3 Authorized User Conditions to Use. As a condition to access and use of a Platform (i) each Authorized User shall agree to abide by the terms of Sharp Performance’s end-user terms of use which it may adopt from time to time, (ii) the Customer Users shall agree to abide by the terms of this Agreement, and (iii) Vendor Users shall agree to abide by the terms of the then-current Sharp Performance Vendor Terms of Service applicable to such Platform, and, in each case, the Customer shall ensure such compliance. The Customer shall immediately notify Sharp Performance of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User as provided herein.
2.4 Account Responsibility. With respect to Sharp Performance only the Customer will be responsible for (i) all uses of any account that the Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of the Customer’s knowledge of such use, and (ii) securing its Sharp Performance account, passwords (including but not limited to administrative and user passwords) and files. Sharp Performance is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
2.5 Use Restrictions. the Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Platform; (v) use the Services or Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, or (vi) input, upload, transmit, or otherwise provide any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code.
2.6 Reservation of Rights. Sharp Performance reserves all rights not expressly granted to the Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party any intellectual property rights or other right, title, or interest in or to the intellectual property of Sharp Performance.
3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
3.1 Software Restrictions. The Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform (“Software”); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of Sharp Performance, and the Customer will comply with Section 4 with respect thereto.
3.2 The Customer Compliance. The Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, Sharp Performance’s end-user terms of use and all applicable laws and regulations. The Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other
policies relating to a Platform provided by Sharp Performance, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. Sharp Performance may suspend the Customer’s account and access to each Platform and performance of the Services at any time and without notice if Sharp Performance believes that the Customer is in violation of this Agreement. Although Sharp Performance has no obligation to monitor the Customer’s use of a Platform, Sharp Performance may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing.
3.3 Cooperation. The Customer shall provide all cooperation and assistance as Sharp Performance may reasonably request to enable Sharp Performance to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Sharp Performance with such access to the Customer’s premises and its information technology infrastructure as is necessary for Sharp Performance to perform the Services in accordance with this Agreement.
3.4 Training and Education. The Customer shall use commercially reasonable efforts to cause the Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such the Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by Sharp Performance from time to time.
3.5 The Customer Systems. The Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
3.6 Restrictions on Export. The Customer may not remove or export from the United States or allow the export or re- export of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority.
4. CONFIDENTIALITY.
4.1 Confidential Information. Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Sharp Performance includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of the Customer includes non-public data provided by the Customer to Sharp Performance to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for the Customer (“ The Customer Data”),. The terms and conditions of this Agreement, including individual account pricing are Sharp Performance’s Confidential Information. The total cost of the contract is disclosable by The Customer.
4.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
4.3 Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality and prevent the unauthorized use or disclosure of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement.
4.4 Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however, that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.
4.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
5. PROPRIETARY RIGHTS
5.1 Ownership. The Customer shall own all rights, title and interest in and to the Customer Data. Sharp Performance shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent the Customer acquires any right, title or interest in any Services IP, the Customer hereby assigns all of its right, title and interest in such Services IP to Sharp Performance.
5.2 The Customer Data and Vendor Information License. The Customer hereby grants to Sharp Performance a non- exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit the Customer Data to provide the Services to the Customer
hereunder and as necessary or useful to monitor and improve a Platform, Software and the Services, both during and after the Term. “For the avoidance of doubt, Sharp Performance may use, reproduce and disclose Platform-, Software- and Services-related information, data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to the Customer for product improvement and other lawful, all of which information, data and material will available to Sharp Performance through the existence of the license of Consumer Data. It is the Customer’s sole responsibility to back-up the Customer Data during the Term, and the Customer acknowledges that Sharp Performance will not have access to the Customer Data through Sharp Performance or any Platform following the expiration or termination of this Agreement.
5.3 No Other Rights. No rights or licenses are granted except as expressly set forth herein.
6. FEES & PAYMENT
6.1 Fees. The Customer shall pay Sharp Performance the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through the Customer’s use of a Platform exceeding a services capacity parameter specified on an Order Form.
6.2 Renewal Fees. Upon the commencement of each Renewal Term, (i) the Customer shall be liable to Sharp Performance for payment of a Renewal Fee. Each “Renewal Fee” shall equal the Service Fee or Renewal Fee, as applicable, due to Sharp Performance during previous term as may be increased in Sharp Performance’s sole discretion by a percentage up to the Fee Increase Percentage specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if the Customer is not liable to Sharp Performance for a Service Fee under an Order Form, no Renewal Fees shall be charged to the Customer with respect to such Order Form.
6.3 Payment. Sharp Performance may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Sharp Performance thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum interest rate permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, Sharp Performance may suspend Services in the event of payment delinquency.
6.4 Payment Disputes. If the Customer believes that Sharp Performance has billed the Customer incorrectly, the Customer must contact Sharp Performance no later than thirty (30) days after the closing date on the first billing statement in which the alleged error or problem appeared in
order to receive an adjustment or credit. Inquiries should be directed to Sharp Performance’s support department or the applicable Account Manager.
6.5 Taxes. All Fees and other amounts payable by the Customer under this Agreement are exclusive of taxes and similar assessments. The Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on Sharp Performance’s income.
6.6 No Deductions or Setoffs. All amounts payable to Sharp Performance hereunder shall be paid by the Customer to Sharp Performance in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.
6.7 Subpoena Expenses. If Sharp Performance has to provide information in response to a subpoena related to the Customer’s account, then Sharp Performance may charge the Customer for Sharp Performance’s reasonable costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes
7. TERM AND TERMINATION
7.1 Term. This Agreement shall remain in effect until its termination as provided below (the “Term”). The term of each Statement of Services shall begin on the applicable “Services Effective Date” and continue for the “Service Term,” in each case as specified in such Statement of Services. Each Order Form may renew for one (1) year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a “Renewal Term”), written notice of renewal is received by the Sharp Performance at least sixty (60) days, but not less than thirty (30) days, prior to the expiration of the then current term.
7.2 Termination. Sharp Performance may terminate this Agreement upon written notice to the Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non-breaching party. Notwithstanding the foregoing, if the Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, or a public entity, the Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days’ written notice to Sharp Performance, or (ii) if adequate funds to pay Sharp Performance all fees owed hereunder are not appropriated to such the Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that the Customer shall not activate this non-appropriation provision for its convenience, substitution with another procurement system or solution, or to circumvent the requirements of this Agreement in any way. Sharp
Performance reserves the right to terminate this agreement in the event of a merger, reorganization, consolidation, sale of assets, bankruptcy, and/or dissolution of Sharp Performance.
7.3 Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and the Customer shall immediately cease all use of, and all access to, the Subscription Services and Sharp Performance shall immediately cease providing the Professional Services. If (i) Sharp Performance terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) the Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that are earned to the date of termination will become immediately due and payable. .
7.4 Survival. Sections [3.1, 4–6, 7.2, 7.4, 9–12, 14-17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
8. WARRANTY AND DISCLAIMER
8.1 Warranties. Sharp Performance represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, the Customer warrants that (i) the Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of the Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any the Customer’s privacy policy, terms-of-use or other agreement to which the Customer is a party or any law or regulation to which the Customer is subject to; and (iii) none of the Customer Data will include social security numbers or other government- issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A
STATEMENT OF SERVICE, SHARP PERFORMANCE DOES NOT WARRANT THAT ACCESS
TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE, NOR DOES SHARP PERFORMANCE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, SHARP
PERFORMANCE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING
TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE
SERVICES, AND ANY CLAIM OF THE CUSTOMER ARISING FROM OR RELATING TO SUCH
SERVICES SHALL, AS BETWEEN SHARP PERFORMANCE AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND
SERVICES ARE PROVIDED “AS IS,” AND SHARP PERFORMANCE DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. INDEMNITY.
9.1 Sharp Performance Indemnification. Sharp Performance will defend the Customer against any claim, suit, demand, or action made or brought against the Customer by a third party alleging that the Services, or the Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless the Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against the Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) supplied by The Customer , (ii) made in whole or in part in accordance with the Customer specifications, (iii) that are modified after delivery, or granting of access, by Sharp Performance, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where the Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by Sharp Performance to be infringing, Sharp Performance may, at its option and expense (a) replace or modify such Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and the Customer’s rights hereunder and provide the Customer a refund of any prepaid, unused fees for such Platform. This Section states the Customer’s sole and exclusive remedies for claims of infringement.
9.2 The Customer Indemnification. The Customer shall indemnify, hold harmless, and, at Sharp Performance’s option, defend Sharp Performance from and against any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) incurred by Sharp Performance resulting from any third-party claim, suit, action, or proceeding that to the extent that it is based on the Customer’s or any Authorized User’s (i) use of the Services in a manner not authorized by this Agreement; (ii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Sharp Performance or authorized by Sharp Performance in writing; or (iii) modifications to the Services not made by Sharp Performance. This section sets forth the Customer’s sole obligation and liability and Sharp Performance's exclusive remedy with respect to any actions or losses described herein
9.3 Sole Remedy. THIS SECTION 9 SETS FORTH THE CUSTOMER’S SOLE REMEDIES AND SHARP PERFORMANCE’S LIABILITY AND OBLIGATION FOR ANY
ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,
MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is governed in all respects by the laws of the State of California, without giving effect to its rules relating to conflict of laws. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be instituted and maintained only in the Superior Court for the County of Alameda or the United States District Court for the Northern District of California. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Prior to and as a condition of either Party’s filing suit in state or federal court, the Parties shall engage in non-binding mediation conducted under the auspices of JAMS or other mutually agreeable dispute resolution service and in accordance with the California Rules of Court. The Parties shall mediate in good faith until settlement is reached or an impasse is declared by the mediator.
11. SECURITY. Sharp Performance may, from time to time, host and/or maintain a Platform using a third-party technology service provider. The Customer acknowledges that Sharp Performance cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.
12. PUBLICITY. The Customer agrees that Sharp Performance may identify the Customer in Sharp Performance’s promotional materials. The Customer may request that Sharp Performance stop doing so by submitting an email to [email protected] at any time. The Customer acknowledges that it may take Sharp Performance up to 30 days to process such request.
Notwithstanding anything herein to the contrary, The Customer acknowledges that Sharp Performance may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.
13. NOTICES. All notices, consents, and other communications between the Parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either Party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.
14. FORCE MAJEURE. Sharp Performance is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of the Customer or any Authorized User.
15. ASSIGNMENT. Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement. This Agreement is binding upon and insures to the benefit of the Parties and their respective permitted successors and assigns.
16. GENERAL PROVISIONS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, schedules, annexes, and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
IN WITNESS WHEREOF, the undersigned execute this instrument as of the day and date first above written.
SHARP PERFORMANCE, INC. ________________________________ By: ___________________________ By: ______________________________ Name: Benjamin Curley Name: ____________________________ Title: CEO/President Title: _____________________________
Sharp Performance Inc.
2659 State St #100,
Carlsbad, CA 92008
[email protected],
[email protected]
Schedule B
Statement of Services
Customer: the City of Hawthorne and the Hawthorne Police Department Subscription Services: Unlimited access to application and all features within for authorized users (see Schedule A Order Form), and ongoing platform upgrades throughout the term of the contract.
Sharp Performance Mobile-App Features
1. Mental Performance Coaching. Connect with Sharp Performance’s roster of highly-trained performance coaches.
Each coach has been specially trained to work with high-risk professionals and help them reach their full potential on the job and at home. Work with coaches often focuses on goal-setting and accountability. Users have unlimited access to coaches.
2. Self-Paced Training Modules. Access hundreds of mobile-based training exercises, adapted from training protocols originally developed for the U.S. Military’s Special Operations teams. These 2 to 10-minute exercises are designed specifically for high-risk professions and have demonstrated significant improvements in focus, stress endurance, and psychological flexibility.
3. Resource Directory. Access a customized directory of health and wellness resources that is designed in close collaboration with your agency. The directory includes, but is not limited to, internal mental health services, chaplains, health incentives, national hotlines, and commercial partnerships exclusive to Sharp Performance.
Professional Services:
1. In-person onboarding with the Sharp team. Sharp leadership will travel to the agency and work directly with personnel to maximize engagement with the platform. Sharp will consult with agency leadership and determine the most effective way to provide services to the highest number of personnel possible including. Services include, but are not limited to, a platform overview, personalized performance strategies, 1-on-1 coach matching consultations, and testimonials from coaches and existing users.
2. Anonymized utilization reports. Share anonymized data on utilization and user satisfaction with Department Leadership and/or program point-of-contact on a quarterly basis.
3. Technical support. On-demand customer support.
Sharp Performance Inc. will not charge the customer for travel associated with In-person training overview, onboarding, and Q&A.
AGENDA ITEM NO. 18.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: City Manager
City Manager: Department Head:
SUBJECT:
Telehealth Agreement -- Fiscal Year 2025--2026 Funding Allocation RECOMMENDED MOTION:
Staff recommends that the City Council direct staff to bring back an agreement for Telehealth Services for Fiscal Year 2025--2026, with a budget not to exceed $100,000. Funding will be allocated from the Cannabis Community Outreach line item -- Mental Health and Wellness Account.
DISCUSSION:
Telehealth has been operating in the City of Hawthorne for the past three years, providing vital mental health and wellness support to residents. The program has been a key component of the City's community outreach strategy, contributing to many success stories.
Telehealth services have partnered closely with the City's Homeless Division, supporting Community Mondays and offering direct resources and counseling to Bridge of Hope residents and other unhoused individuals.
Funding for this agreement will not exceed $100,000 and will be drawn from the FY 2025--2026 Cannabis Community Outreach line item, under the Mental Health and Wellness account. No impact to the General Fund is anticipated. Given the demonstrated value and success of Telehealth in supporting the City's most vulnerable populations, staff recommends continued investment in these services to further enhance community wellness and mental health support.
Upon Council direction, staff will return with a proposed agreement for Telehealth services that outlines deliverables, performance measures, and reporting requirements for the new fiscal year.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
N/A
FISCAL IMPACT:
Fiscal Year 2025--2026, with a budget not to exceed $100,000. Funding will be allocated from the Cannabis Community Outreach line item -- Mental Health and Wellness Account.
NOTICING PROCEDURE:
72 Hours
AGENDA ITEM NO. 19.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: City Attorney
City Manager: Department Head:
SUBJECT:
Amendment No. One to the License Agreement Between the City of Hawthorne, Hawthorne Airport, LLC. and Northrop Grumman Systems Corporation for Monitoring of Wells RECOMMENDED MOTION:
Staff Recommends that the City Council Approve the First Amendment to the License Agreement Between the City of Hawthorne, Hawthorne Airport, LLC. and Northrop Grumman Systems Corporation for the Monitoring of Wells at the Airport and Authorize the City Manager to Execute the Agreement and Minor Changes Thereto.
DISCUSSION:
The City, Hawthorne Airport, LLC. and Northrop Grumman Systems Corporation (Northrop) originally entered into a License Agreement for Monitoring Wells on June 9, 2020. The purpose of the agreement was for Northrop to conduct the monitoring of 12 wells and potentially dig 6 additional wells for monitoring at the Hawthorne Airport. The monitoring of the wells were needed due to the potential contamination of groundwater migration from Northrop. The term of the agreement was for five years and was to expire on June 9, 2025. Since the execution of the agreement, an additional well was dug and therefore, Northrop is currently monitoring 13 wells and leaves 5 for potential digging and monitoring.
The Amendment to the Agreement extends the term to an additional 5 years. It also reflects the current number of monitored wells and replaces the Exhibit that shows the locations of the wells with the updated map of the 13 wells.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
N/A
FISCAL IMPACT:
Northrop will continue to pay the city $400 per year for each monitored well, or $5,200 per year.
NOTICING PROCEDURE:
72 hours posted notice pursuant to Ralph M. Brown Act.
ATTACHMENTS
Original Agreement dated 6/9/2020
Amendment No. One
New Exhibit A
AMENDMENT NO. ONE TO THE LICENSE AGREEMENT BETWEEN THE CITY
OF HAWTHORNE, HAWTHORNE AIRPORT, LLC AND NORTHROP GRUMMAN
SYSTEMS CORPORATION FOR MONITORING OF WELLS
This First Amendment (“Amendment No. 1”) to the Agreement between the City of Hawthorne (“City”), Hawthorne Airport, LLC (“Lessee”) and Northrop Grumman Systems corporation (“Grantee”) for the monitoring of wells at Hawthorne Municipal Airport – Jack Northrop Field (“Airport Property”) is hereby entered into as of June 8, 2025 (“Effective Date”).
RECITALS
A. Reference is hereby made to License Agreement for Monitoring Wells (“Agreement”) dated June 9, 2020 between the City, Lessee and Grantee; and B. The Agreement granted the Grantee the right to construct, erect, maintain, operate repair renew, remove and abandon monitoring wells for determining the extent of impacted groundwater migration in the City of Hawthorne as described on Exhibit “A” attached to the Agreement; and
C. The Agreement provided for Lessee to permit Grantee the access to the Airport Property for the monitoring of wells on the property leased by the City to Lessee under certain conditions, including the potential closure of the runway; and D. The Agreement specified for the monitoring of 12 wells with potential request for an additional 6 locations for drilling and monitoring, pursuant to which the Grantee is now monitoring an additional well to a total of 13 wells with 5 locations for potential drilling and monitoring, that also causes the need to updated Exhibit “A”; and E. The Agreement also required Grantee to procure and maintain a General Liability and Pollution Liability insurance coverage of single limits of at least $1,000,000 per occurrence for each liability coverage; and
F. The term of the Agreement was for five years and therefore, the Agreement will expire on June 9, 2025; and
G. The Parties desire to extend the Agreement for additional five years and update Grantee’s General Liability and Pollution Liability insurance coverage limits.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
The Exhibit “A” is hereby deleted and replaced by a new Exhibit “A” attached hereto.
The second paragraph of the recitals and third paragraph on page one is hereby deleted and replaced by a new recital paragraph, which shall read as follows:
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WHEREAS, Grantee desires to monitor thirteen (13) existing wells and upon request to the City to drill and monitor up to 5 additional wells on the Airport Property. The locations are shown on attached map (Exhibit A); and The first paragraph after the recitals on page one of the Agreement is hereby deleted and replaced by a new paragraph, which shall read as follows:
The City hereby grants to Grantee for the term of five (5) years from the effective date of this Amendment No. One to the Agreement, subject to the extensions at the discretion of the City, subject, further, to all the special and general provisions attached hereto and made a part hereof, the right and privilege to construct, erect, maintain, operate, repair, renew, remove and abandon monitoring wells for determining the extent of impacted groundwater migration in the City of Hawthorne as described and shown on Exhibit “A” attached hereto and made a part thereof.
Section IX(A)(2) of the Agreement is hereby deleted and replaced by a new Section IX (A)(2), which shall read as follows:
2. General Liability including coverage for premises, products and completed operations, independent contractors/vendors, explosion, collapse and underground hazards, and contractual obligations with combined single limits of at least $2,000,000 per occurrence and $4,000,000 aggregate.
Section IX(A)(3)(d) of the Agreement is hereby deleted and replaced by a new Section IX(A)(3)(d), which shall read as follows:
d. Losses caused by pollution conditions that arise from the operation of the Grantee described under the Scope of Services of this contract with combined single limits of at least $2,000,000 per occurrence and $4,000,000 aggregate.
Section XII(D), only as to City of Hawthorne, is hereby deleted and replaced by a new Notice provision for City of Hawthorne, which shall read as follows:
City of Hawthorne: Vontray Norris
City Manager
4455 West 126th Street
Hawthorne, CA 90250
Except as specifically amended by this Amendment No. One, all other provisions of the Agreement, including all exhibits attached thereto, shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 1 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City of Hawthorne,
a California municipal corporation
By:
Name: Vontray Norris
Title: City Manager
ATTEST:
By:
Name: Dayna Williams-Hunter
Title: City Clerk
APPROVED AS TO FORM:
By: ________________________________
Name: Robert M. Kim
Title: City Attorney
Northrop Grumman Systems Corporation
A Delaware Corporation
By:
Name:
Title: Director, Corporate Real Estate
Hawthorne Airport, LLC
A Delaware Limited Liability Company
By: _________________________________
Name:
President, Hawthorne Airport, LLC
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feet 3000
AGENDA ITEM NO. 20.
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of 05/27/2025
Originating Department: City Manager
SUBJECT:
Sister Cities - K. Manning