Irwindale City Council
December 11, 2024

City of Cudahy Development Impact Fee Study
14 Trip Growth
The planning horizon for this analysis is buildout. Table 3.2 lists the 2020 and buildout land use assumptions used in this study. The trip demand factors calculated in Table 3.1 are multiplied by the existing and future dwelling units and employment to determine the increase in trips caused by new development.

Table 3.2: Citywide Land Use Scenario and Total Trips
Trip 2020
Residential
Demand
Factor
Units /
Employees Trips
Units /
Employees Trips
Units /
Employees Trips
Residential - Dwelling Units
Single Family 1.11 3,460 3,841 863 958 4,323 4,799
Multifamily 0.74 2,320 1,725 579 431 2,899 2,156
Subtotal 5,780 5,566 1,442 1,389 7,222 6,955
Nonesidential - Employees
Commercial 0.77 1,105 856 3,350 2,596 4,455 3,452
Office 0.55 1,318 724 3,996 2,193 5,314 2,917
Industrial 0.87 539 469 1,635 1,423 2,174 1,892
Subtotal 2,962 2,049 8,981 6,212 11,943 8,261
Total 7,615 7,601 15,216

50.0% 50.0% 100%
Sources: Tables 2.1 and 3.1.

Growth 2020 to Buildout Total - Buildout
Planned Facilities
Table 3.3 summarizes the City’s planned transportation projects from its Capital Improvement Program. The table also allocates a share of each project to the impact fee program. The allocation of 50-percent project responsibility is based on new development’s share of total trips at the planning horizon, as shown in Table 3.2. Projects that do not expand capacity are not allocated to the fee program. In total, the City identified $28.3 million of transportation projects, of which $13.7 million has been allocated to new development through this impact fee.

City of Cudahy Development Impact Fee Study
15 Total Project
Cost
Allocation to
New
Development
Cost
Allocated to
New
Development
Wilcox Avenue Complete Streets and
Safe Routes to School (SRTS) Project $ 1,344,000 50% $ 672,000 Cecilia St., Ardine St., Patata St., and
Atlantic Ave., Street Improvement
Project 915,000 0% -
Clara Bridge Improvement Project –
Phase I 363,500 50% 181,750
Salt Lake Avenue Pedestrian Safety
Enhancement Project 396,500 50% 198,250
Cudahy Citywide Complete Streets
Improvement Project (Atlantic Ave
Improvements) 3,237,598 50% 1,618,799
West Santa Ana Branch (Eco-Rapid)
Light Rail project 22,000,000 50% 11,000,000
Total $ 28,256,598 $ 13,670,799
Sources: City of Cudahy Capital Improvement Projects Upcoming Projects for FY 2019/20 to FY 2021/22; City of Cudahy; Willdan Financial Services.

Table 3.3: Transportation Project Costs and Allocation to New Development
Cost Per Trip
Every impact fee consists of a dollar amount, or the cost of projects that can be funded by a fee, divided by a measure of development. In this case, all fees are first calculated as a cost per trip demand unit. Then these amounts are translated into housing unit (cost per dwelling unit) and nonresidential building space (cost per 1,000 building square feet) by multiplying the cost per trip by the trip generation rate for each land use category. These amounts become the fee schedule.

Table 3.5 calculates the cost the cost per trip demand unit by dividing the costs allocated to new development from Table 3.3 by the growth in trip demand from Table 3.2.

Costs Allocated to New Development $ 13,670,799
Growth in Trips 7,601
Cost per Trip $ 1,799
Sources: Tables 3.2 and 3.3.

Table 3.4: Cost per Trip

City of Cudahy Development Impact Fee Study
16 Fee Schedule
Table 3.5 shows the maximum justified traffic facilities fee schedule. The maximum justified fees are based on the cost per trip shown in Table 3.4. The cost per trip is multiplied by the trip demand factors in Table 3.1 to determine a fee per unit of new development. The total fee includes a two-percent (2%) administrative charge to fund costs that include: a standard overhead charge applied to all City programs for legal, accounting, and other departmental and administrative support, and fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses.

In Willdan’s experience with impact fee programs, two percent of the base fee adequately covers the cost of fee program administration. The administrative charge should be reviewed and adjusted during comprehensive impact fee updates to ensure that revenue generated from the charge sufficiently covers, but does not exceed, the administrative costs associated with the fee program.

Table 3.5: Traffic Facilities Impact Fee Schedule
A B C = A x B D = C x 0.02 E = C + D E / 1,000
PM Peak Fee
Land Use
Cost Per
Trip
Hour Trip
Rate Base Fee1
Admin
Charge1, 2 Total Fee1
per Sq.

Ft.

Residential - per Dwelling Unit
Single Family $ 1,799 1.11 $ 1,997 $ 40 $ 2,037
Multifamily 1,799 0.74 1,338 27 1,365
Nonresidential - per Building Square Feet
Commercial $ 1,799 1.73 $ 3,112 $ 62 $ 3,174 $ 3.17
Office 1,799 1.73 3,112 62 3,174 3.17
Industrial 1,799 1.06 1,907 38 1,945 1.95
1 Fee per dw elling unit, per 1,000 square feet of nonresidential.

Sources: Tables 3.1 and 3.5; Willdan Financial Services. 2 Administrative charge of 2.0 percent for (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses. Page 150 of 603 17 4. Parks and Recreation Facilities
The purpose of the parks and recreation facilities impact fee is to fund the park facilities needed to serve new development. The maximum justified impact fee is presented based on the existing plan standard of and park and recreation facilities per capita.

The following chapter documents the nexus analysis, demonstrating the need for new parks, recreation, and community center facilities demanded by new development.

Service Population
Table 4.1 shows the existing and future projected service population for park facilities from 2020 through the planning horizon of buildout. Population growth is projected using the demographic assumptions in Table 2.1.

Residents
Existing (2020) 24,164
Growth (2020 to Buildout) 6,443
Total (Buildout) 30,607
Source: Table 2.1.

Table 4.1: Park and Recreation
Facilities Service Population
Existing Parkland and Park Facilities Inventory
The City of Cudahy maintains several parks and recreation facilities throughout the city. Table

4.2 summarizes the City’s existing parkland inventory in 2020. All facilities are owned by the City, or the City has a joint use agreement for their use. In total, the inventory includes a total of 16.77 acres of parkland.

Table 4.2: Park Land Inventory
Name
Developed
Acres
Cudahy Park 7.74
Clara Street Park 4.08
Clara Street Park Expansion 0.71
Lugo Park 4.24
River Road Pocket Park 0.25
Total - Parkland 16.77
Source: City of Cudahy. Page 151 of 603
City of Cudahy Development Impact Fee Study
18 Table 4.3 summarizes the City’s inventory of park buildings and special facilities. The total value of these facilities is divided by the total developed park acres to determine the value of existing park buildings per acre.

Table 4.3: Park Building and Special Use Facilities Inventory Inventory Units Unit Cost
Replacement
Cost
Bedwell Hall 7,446 Sq. Ft. 266 $ 1,978,809
Clara Street Park 25,448 Sq. Ft. 173 4,397,347
Lugo Park Community Center 15,228 Sq. Ft. 101 1,542,096 48,122 $ 7,918,252
Total Park Acres 16.77
Building and Special Use Facilities Cost per Acre $ 472,074 Sources: City of Cudahy; Table 4.2, Willdan Financial Services.

Parkland and Park Facilities Unit Costs
Table 4.4 displays the unit costs necessary to develop parkland in Cudahy. The buildings and special use facilities cost per acre from Table 4.3 is added to the cost of an acre of standard park improvements to determine the total improvement cost per acre. A value of $2.5 million per acre for land is based on data regarding recent sales of land in the City, as reported by CoStar, and several appraisals that the City recently commissioned. The land value per acre is also consistent with other land value assumptions used in this report. In total, this analysis assumes that it costs $3.8 million to acquire and develop an acre of parkland in Cudahy.

City of Cudahy Development Impact Fee Study
19 Table 4.4: Park Facilities Unit Costs
Cost
Per Acre
Share of
Total Costs
Improvements
Standard Park Improvements1
$ 748,000
Building and Special Use Facilities 472,074
Subtotal $1,220,074 33%
Land Acquisition $2,533,000 67%
Total Cost per Acre $3,753,074 100%
1 Improvement costs are estimated at $748,000 per acre for site improvements (curbs, gutters, w ater, sew er, and electrical access), plus basic park and school field amenities such as basketball or tennis court, parking, tot lot, irrigation, turf, open green space, pedestrian paths, and picnic tables. Excludes special use facilities such as recreation centers, structures and pools.

Sources: San Diego County Parks and Recreation: Prototypical Park Cost Estimate; Table 4.3, Willdan Financial Services.

Parkland and Park Facility Standards
Park facility standards establish a reasonable relationship between new development and the need for expanded parkland and park facilities. Information regarding the City’s existing inventory of existing parks facilities was obtained from City staff.

The most common measure in calculating new development’s demand for parks is the ratio of park acres per resident. In general, facility standards may be based on the Mitigation Fee Act (using a city’s existing inventory of parkland and park facilities), or an adopted policy standard contained in a master facility plan or general plan. Facility standards may also be based on a land dedication standard established by the Quimby Act.
2 In this case, the City will use the Mitigation
Fee Act to impose park impact fees for development not occurring in subdivisions and will use the Quimby Act for development occurring in subdivisions.

Mitigation Fee Act
The Mitigation Fee Act does not dictate use of a particular type or level of facility standard for public facilities fees. To comply with the findings required under the law, facility standards must not burden new development with any cost associated with facility deficiencies attributable to existing development.3 A simple and clearly defensible approach to calculating a facility standard is to use the City’s existing ratio of park acreage per 1,000 residents. Under this approach, new development is required to fund new parkland and park facilities at the same level as existing residents have provided those same types of facilities to date. 2 California Government Code §66477.
3 See the Benefit and Burden findings in Background Report.

City of Cudahy Development Impact Fee Study
20 Quimby Act
The Quimby Act specifies that the dedication requirement must be a minimum of 3.0 acres and a maximum of 5.0 acres per 1,000 residents. A jurisdiction can require residential developers to dedicate above the three-acre minimum if the jurisdiction’s existing park standard at the time it adopted its Quimby Act ordinance justifies the higher level (up to five acres per 1,000 residents).

The standard used must also conform to the jurisdiction’s adopted general or specific plan standards.

The Quimby Act only applies to land subdivisions. The Quimby Act would not apply to residential development on future approved projects on single parcels, such as apartment complexes and other multifamily development.

The Quimby Act allows payment of a fee in lieu of land dedication. The fee is calculated to fund acquisition of the same amount of land that would have been dedicated.

The Quimby Act allows use of in-lieu fee revenue for any park or recreation facility purpose.

Allowable uses of this revenue include land acquisition, park improvements including recreation facilities, and rehabilitation of existing park and recreation facilities.

City of Cudahy Parkland and Park Facilities Standards
Table 4.5 shows the existing standard for improved park acreage per 1,000 residents based on the type of parkland. In total the City has an existing parkland standard of 0.69 acres per 1,000 residents, which allows the City to charge at 3.0 acres per 1,000 residents under the Quimby Act.

For development not subject to the Quimby Act, the fee analysis in this report will be based on maintaining a 0.69 acre per 1,000 service population standard as new development adds demand for parks in Cudahy.

Table 4.5: Parkland Standards
Developed Park Acreage 16.77
Service Population (2020) 24,164
Existing Standard (Acres per 1,000 Residents) 0.69
Quimby Act Standard (Acres per 1,000 Residents) 3.00
Sources: Tables 4.1 and 4.2.

Facilities Needed to Accommodate New Development
Table 4.6 shows the park facilities needed to accommodate new development at the existing standard and the Quimby standard, respectively. To achieve the standard by the planning horizon, depending on the amount of development subject to the Quimby Act, new development must fund the purchase and improvement of between 4.45 and 19.33 parkland acres, at a total cost ranging between $14.6 million and $52.3 million.

The facility standards and resulting fees under the Quimby Act are higher, because development will be charged to provide 3.0 acres of parkland per 1,000 residents, and 0.69 acres of improvements, whereas development not subject to the Quimby Act will be charged to provide only 0.69 acres of parkland per 1,000 service population, and 0.69 acres of improvements.

City of Cudahy Development Impact Fee Study
21 Calculation Parkland Improvements Total Range1
Parkland (Quimby Act), Improvements (Mitigation Fee Act) 2 Facility Standard (acres/1,000 capita) A 3.00 0.69
Service Population Growth (2020 to Buildout) B 6,443 6,443 Facility Needs (acres) C = A x B/1000 19.33 4.45
Average Unit Cost (per acre) D $ 2,533,000 $ 748,000
Total Cost of Facilities E = C x D $ 48,963,000 $ 3,329,000 $ 52,292,000 Parkland and Improvements - Mitigation Fee Act 3
Facility Standard (acres/1,000 capita) A 0.69 0.69
Service Population Growth (2020 to Buildout) B 6,443 6,443 Facility Needs (acres) C = A x B/1000 4.45 4.45
Average Unit Cost (per acre) D $ 2,533,000 $ 748,000
Total Cost of Facilities E = C x D $ 11,272,000 $ 3,329,000 $ 14,601,000 Note: Totals have been rounded to the thousands.

Table 4.6: Park Facilities to Accommodate New Development Sources: Tables 4.1, 4.3, and 4.5.
1 Values in this column show the range of the cost of parkland acquisition and development should all development be either subject to the Quimby Act, or to the Mitigation Fee Act, respectively. 2 Cost of parkland to serve new development show n if all development is subject to the Quimby Act (Subdivisions of 50 units or more).

Parkland charged at 3.0 acres per 1,000 residents; improvements charged at the existing standard. 3 Cost of parkland to serve new development show n if all development is subject to the Mitigation Fee Act. Parkland and improvements are charged at the existing standard.

Parks Cost per Capita
Table 4.7 shows the cost per capita of providing new parkland and park facilities at the existing facility standard, and at the Quimby standard. The cost per capita is shown separately for land and improvements. The cost per capita is shown separately for land and improvements. The costs per capita in this table will serve as the basis of three fees:
• A Quimby Act Fee in-lieu of land dedication. This fee is payable by residential development occurring in subdivisions. A Mitigation Fee Act Fee for land acquisition. This fee is payable by residential development not occurring in subdivisions. • A Mitigation Fee Act Fee for parkland improvements. This fee is payable by all residential development.

A development project pays either the Quimby Act Fee in-lieu of land dedication, or the Mitigation Fee Act Fee for land acquisition, not both. All development projects pay the Mitigation Fee Act Fee for park improvements.

City of Cudahy Development Impact Fee Study
22 Table 4.7: Park Facilities Investment Per Capita
Improvements
Calculation Quimby Fee OR Impact Fee AND Impact Fee
Parkland Investment (per acre) A $ 2,533,000 $2,533,000 $ 1,220,074 Existing Standard (acres per 1,000 capita) B 3.00 0.69 0.69 Total Cost Per 1,000 capita C = A x B $ 7,599,000 $1,747,800 $ 841,900 Cost Per Resident D = C / 1,000 $ 7,599 $ 1,748 $ 842
Sources: Tables 4.4 and 4.5.

Land
Use of Fee Revenue
The City plans to use parkland and park facilities fee revenue to purchase parkland or construct improvements to add to the system of park facilities that serves new development. The City may only use impact fee revenue to provide facilities and intensify usage of existing facilities needed to serve new development.

Fee Schedule
In order to calculate fees by land use type, the investment in park facilities is determined on a per resident basis for both land acquisition and improvement. These investment factors (shown in Table 4.7) are investment per capita based on the unit cost estimates and facility standards.

Tables 4.8 and 4.9 show the park facilities fee based on the minimum Quimby standard and the existing standard, respectively. The City would collect the fee based on only one of the two approaches as appropriate. Each fee includes a component for park improvements based on the City’s existing standard. The investment per capita is converted to a fee per dwelling unit.

The total fee includes an administrative charge to fund costs that include: (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses.

City of Cudahy Development Impact Fee Study
23 Table 4.8: Park Facilities Impact Fee Schedule - Quimby A B C = A x B D = C x 0.02 E = C + D
Cost Per Base Admin
Land Use Capita Density Fee Charge1
Total Fee
Single Family
Parkland $ 7,599 4.40 $ 33,436 $ 669 $ 34,105
Improvements 842 4.40 3,705 74 3,779
Total $ 8,441 $ 37,141 $ 743 $ 37,884
Multifamily
Parkland $ 7,599 3.90 $ 29,636 $ 593 $ 30,229
Improvements 842 3.90 3,284 66 3,350
Total $ 8,441 $ 32,920 $ 659 $ 33,579
1 Administrative charge of 2.0 percent for (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses.

Sources: Tables 2.2 and 4.7; Willdan Financial Services.

Table 4.9: Park Facilities Impact Fee Schedule - Mitigation Fee Act A B C = A x B D = C x 0.02 E = C + D
Cost Per Base Admin
Land Use Capita Density Fee Charge1Total Fee
Single Family
Parkland $ 1,748 4.40 $ 7,691 $ 154 $ 7,845
Improvements 842 4.40 3,705 74 3,779
Total $ 2,590 $ 11,396 $ 228 $ 11,624
Multifamily
Parkland $ 1,748 3.90 $ 6,817 $ 136 $ 6,953
Improvements 842 3.90 3,284 66 3,350
Total $ 2,590 $ 10,101 $ 202 $ 10,303
1 Administrative charge of 2.0 percent for (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses.

Sources: Tables 2.2 and 4.7; Willdan Financial Services. Page 157 of 603 24 5. General Government Facilities
The purpose of this fee is to ensure that new development funds its fair share of general government facilities. A fee schedule is presented based on the existing facilities standard of general government facilities in the City of Cudahy to ensure that new development provides adequate funding to meet its needs.

Service Population
General government facilities serve both residents and businesses. Therefore, demand for services and associated facilities are based on the City’s service population including residents and workers.

Table 5.1 shows the existing and future projected service population for general government facilities. While specific data is not available to estimate the actual ratio of demand per resident to demand by businesses (per worker) for this service, it is reasonable to assume that demand for these services is less for one employee compared to one resident, because nonresidential buildings are typically occupied less intensively than dwelling units. The 0.31-weighting factor for workers is based on a 40-hour workweek divided by the total number of non-work hours in a week (128) and reflects the degree to which nonresidential development yields a lesser demand for general government facilities.

A B A x B = C
Persons
Weighting
Factor
Service
Population
Residents
Existing (2020) 24,164 1.00 24,164
New Development 6,443 1.00 6,443
Total (Buildout) 30,607 30,607
Workers
Existing (2020) 2,962 0.31 918
New Development 8,981 0.31 2,784
Total (Buildout) 11,943 3,702
Combined Residents and Weighted Workers
Existing (2020) 25,082
New Development 9,227
Total (Buildout) 34,309
Sources: Table 2.1; Willdan Financial Services.

Table 5.1: General Government Facilities
Service Population
1 Workers are w eighted at 0.31 of residents based on a 40 hour w ork w eek out of a possible 128 non-w ork hours in a w eek (40/128 = 0.31) Page 158 of 603 City of Cudahy Development Impact Fee Study
25 Existing Facility Inventory
This study uses the existing standard methodology to calculate fees for general government facilities. The general government inventory is comprised of City Hall, the City’s Maintenance Yard and the Emergency Operations Center. The land acquisition cost estimate is based on an analysis of sales of land within Cudahy since May 2018, as reported by CoStar and several appraisals that the City recently commissioned. The assumed value of each building is based on information from the City’s insurance documents.

Inventory Units Unit Cost
Replacement
Cost
City Hall
Land 0.60 acres $2,533,000 $ 1,529,000
Building 10,600 sq. ft. 442 4,682,072
Subtotal $ 6,211,072
Maintenance Yard 5,150 sq. ft. $ 101 $ 521,526
EOC 974 sq. ft. 101 98,634
$ 620,160
Vehicles and Equipment
Computer Network System $ 112,700
Vehicles 854,500
Subtotal $ 967,200
Total Value - Existing Facilities $ 7,798,432
Sources: City of Cudahy; Willdan Financial Services.

Table 5.2: Existing General Government Facilities
Facility Standard
Table 5.3 shows the existing per capita investment in general government facilities. This value is calculated by dividing cost of existing facilities by the existing service population. The value per capita is multiplied by the worker weighting factor of 0.31 to determine the value per worker.

City of Cudahy Development Impact Fee Study
26 Value of Existing Facilities $ 7,798,432
Existing Service Population 25,082
Cost per Capita $ 311
Facility Standard per Resident $ 311
Facility Standard per Worker1
96 1
Based on a w eighing factor of 0.31.

Table 5.3: General Government Facilities
Existing Standard
Sources: Tables 5.1 and 5.2.

Fee Revenue Projection
The City plans to use general government facilities fee revenue to construct improvements to add to the system of general government facilities to serve new development. Table 5.4 details a projection of fee revenue, based on the service population growth increment identified in Table

5.1. Table 5.4: Revenue Projection - Existing Standard
Cost per Capita $ 311
Growth in Service Population (2020 to Buildout) 9,227
Projected Fee Revenue $ 2,869,597
Sources: Tables 5.1 and 5.3.

Fee Schedule
Table 5.5 shows the maximum justified general government fee schedule. The City can adopt any fee up to this amount. The cost per capita is converted to a fee per unit of new development based on dwelling unit and employment densities (persons per dwelling unit or employees per 1,000 square feet of nonresidential building space). The total fee includes a two-percent (2.0%) administrative charge to fund costs that include: a standard overhead charge applied to City programs for legal, accounting, and other departmental and administrative support, and fee program administrative costs including revenue collection, revenue and cost accounting and mandated public reporting.

In Willdan’s experience with impact fee programs, two percent of the base fee adequately covers the cost of fee program administration. The administrative charge should be reviewed and adjusted during comprehensive impact fee updates to ensure that revenue generated from the charge sufficiently covers, but does not exceed, the administrative costs associated with the fee program.

City of Cudahy Development Impact Fee Study
27 Table 5.5: General Government Facilities Fee - Existing Standard A B C = A x B D = C x 0.02 E = C + D F = E / 1,000
Cost Per Admin Fee per
Land Use Capita Density Base Fee1 Charge1, 2 Total Fee1 Sq. Ft.

Residential - per Dwelling Unit
Single Family $ 311 4.40 $ 1,368 $ 27 $ 1,395
Multifamily 311 3.90 1,213 24 1,237
Nonresidential - per 1,000 Sq. Ft.

Commercial $ 96 2.00 $ 192 $ 4 $ 196 $ 0.20
Office 96 2.37 228 5 233 0.23
Industrial 96 1.12 108 2 110 0.11
1 Fee per dw elling unit or per 1,000 square feet of nonresidential.

Sources: Tables 2.2 and 5.3.
2 Administrative charge of 2.0 percent for (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses. Page 161 of 603 28 6. Parking Facilities In-Lieu Fee
The purpose of the parking in-lieu fee is to provide developers with an option to pay an established fee rather than provide the parking spaces onsite required by the Cudahy Municipal Code zoning requirements. The cost of planned facilities to accommodate the parking spaces otherwise required on site as part of projects determines the maximum justified Parking In-Lieu Fee. This chapter presents the nexus analysis, showing the need and projected cost of parking facilities to maintain the overall parking availability in Cudahy in accordance with the zoning requirements.

Parking Requirements
Table 6.1 shows the City of Cudahy parking requirements for residential and nonresidential development. Refer to the City’s Municipal Code, section 20.80.110 for the full requirements as specific by the municipal code.

Required Parking
Spaces per Unit1
Dwelling Units
Single Family 2.0
Multifamily 2.5
Total
Building Square Feet (000s)
Commercial 5.0
Office 4.0
Industrial 2.5
Total
Table 6.1: Parking Requirements
1Cudahy Municipal Code requires one space per 200 square feet of Commercial ("Business, General"), per 250 square feet of office, or per 400 square feet of industrial. Refer to Municipal Code section 20.80.110 for full list of requirements.

Source: City of Cudahy Municipal Code Section 20.80.110. Page 162 of 603 City of Cudahy Development Impact Fee Study
29 Parking Facilities Unit Costs
Table 6.2 details the unit cost per parking space to develop multistory above ground parking structures in Cudahy. The municipal code mandated parking space of nine by twenty feet (9’ x 19’) requires one hundred and seventy one square feet (171 square feet) of floor space and additional ninety square feet (90 square feet) of space for entries, exits, ramps and circulation. A prototypical four-story parking garage requires sixty-five square feet (65 square feet) of land per parking space. Table 6.2 calculates typical construction cost in Los Angeles County for a multistory parking garage and land acquisition cost in the City of Cudahy to determine a facility unit cost per city parking space of $28,598.

Table 6.2: Parking Facility Unit Costs
Parking
Space1
Unit Cost
per Sq. Ft.2
Total Cost
Per Space
Aboveground Parking Facility 3
Construction 261 Sq. ft. $ 95 $ 24,804
Land 65 Sq. ft. 58 3,794
Total $ 28,598
2 Comparable facility cost 2014, building construction inflation adjusted to 2019. 1 Cudahy Municipal Code requires 171 sqft (9' x 19') for standard parking spaces. Circulation and entry/exit assumes 90 square feet per space, total 261 square feet. 3 Prototypical 4 story parking structure, larger or smaller structure w ould change ratio of parking spaces to land use.

Sources: City of Cudahy Municipal Code Section 20.80.030; UCLA: Parking: Issues and Policies Transport and Sustainability, Volume 5, 2014; Willdan Financial Services.

Use of Fee Revenue
The City plans to use parking in lieu fee revenue to purchase land and construct improvements to add to parking space inventory. The City may only use parking in lieu fee revenue to provide facilities and intensify usage of existing facilities needed to serve new development.

Fee Schedule
Table 6.3 shows the maximum justified parking in-lieu fee schedule per required parking space.

The maximum justified fees are based on the cost per parking space shown in Table 6.2. The cost per space can be used to determine the fee for projects that meet a fraction of the on-site parking space requirement. The total fee includes a two percent (2%) administrative charge to fund costs that include: a standard overhead charge applied to all City programs for legal, accounting, and other departmental and administrative support, and fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses.

In Willdan’s experience with impact fee programs, two percent of the base fee adequately covers the cost of fee program administration. The administrative charge should be reviewed and adjusted during comprehensive impact fee updates to ensure that revenue generated from the charge sufficiently covers, but does not exceed, the administrative costs associated with the fee program.

City of Cudahy Development Impact Fee Study
30 C = A x B D = C x 0.02 E = C + D
Base
Fee1
Admin
Charge1, 2 Total Fee1
Cost per Space $28,598 $ 572 $ 29,170
Sources: Tables 6.1 and 6.2; Willdan Financial Services.

Table 6.3: Maximum Justified Parking In
Lieu Fee Schedule
1 Fee in lieu of providing a parking space onsite. Cudahy Municipal Code requires one space per 200 square feet of Commercial ("Business, General"), per 250 square feet of office, or per 400 square feet of industrial. Refer to Municipal Code section

20.80.110 for full list of requirements.
2 Administrative charge of 2.0 percent for (1) legal, accounting, and other administrative support and (2) impact fee program administrative costs including revenue collection, revenue and cost accounting, mandated public reporting, and fee justification analyses. Page 164 of 603
31 7. Art in Public Places
The Cudahy City Council requested an art in public places ordinance to expand the City’s artistic and cultural resources by enhancing the environment and quality of life as new development occurs.

To comply with the proposed ordinance, a project would include a publicly accessible civic artwork valued at one percent of the project’s building valuation. The developer may choose instead to contribute an in-lieu fee to the art in public places fund valued at one percent of the building valuation.

All new residential developments of four or more units, public and institutional buildings and all commercial, office, and industrial development projects with a construction value equal to or exceeding $100,000 are subject to the fee.

A fee of one percent of construction value is a reasonable and commonly used by jurisdictions for art in public places fees. The one percent fee will always reflect the current price of construction, which is a direct measure of inflation. Because the fee is based on a cost that will always reflect the status of the local economy, the fee essentially updates itself annually.

32 8. Implementation
Impact Fee Program Adoption Process
Impact fee program adoption procedures are found in the California Government Code section 66016. Adoption of an impact fee program requires the City Council to follow certain procedures including holding a public hearing. Data, such as an impact fee report, must be made available at least 10 days prior to the public hearing. The City’s legal counsel should be consulted for any other procedural requirements as well as advice regarding adoption of an enabling ordinance and/or a resolution. After adoption there is a mandatory 60-day waiting period before the fees go into effect.

Inflation Adjustment
The City has kept its impact fee program up to date by periodically adjusting the fees for inflation.

Such adjustments should be completed regularly to ensure that new development will fully fund its share of needed facilities. We recommend that the following indices be used for adjusting fees for inflation:
 Buildings – Engineering News-Record’s Building Cost Index (BCI)  Equipment – Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)
The indices recommended can be found for local jurisdictions (state, region), and for the nation.

Except for land, we recommend that the national indices be used to adjust for inflation, as the national indices are not subject to frequent dramatic fluctuations that the localized indices are subject to.

Due to the highly variable nature of land costs, there is no index that captures fluctuations in land values. We recommend that the City adjust land values based on recent land purchases, sales or appraisals at the time of the update.

While fee updates using inflation indices are appropriate for periodic updates to ensure that fee revenues keep up with increases in the costs of public facilities, the City will also need to conduct more extensive updates of the fee documentation and calculation (such as this study) when significant new data on growth forecasts and/or facility plans become available.

Reporting Requirements
The City should comply with the annual and five-year reporting requirements of the Mitigation Fee Act. For facilities to be funded by a combination of public fees and other revenues, identification of the source and amount of these non-fee revenues is essential. Identification of the timing of receipt of other revenues to fund the facilities is also important.

Table 8.1 summaries the annual and five-year reporting requirements.

City of Cudahy Development Impact Fee Study
33 Table 8.1: Mitigation Fee Act - Annual and Five-year Administrative Requirements CA Gov't Code
Section Timing Reporting Requirements1
Recommended
Fee Adjustment
66001.(d)
The fifth fiscal year following the
first deposit into the account or
fund, and every five years
thereafter
(A) Identify the purpose to which the fee is to be put. (B) Demonstrate a reasonable relationship between the fee and the purpose for which it is charged.
(C) Identify all sources and amounts of funding anticipated to complete financing in incomplete improvements.
(D) Designate the approximate dates on which supplemental funding is expected to be deposited into the appropriate account or fund.

Comprehensive
Update
66006. (b) Within 180 days after the last
day of each fiscal year
(A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.
(C) The beginning and ending balance of the account or fund. (D) The amount of the fees collected and the interest earned. (E) An identification of each public improvement on which fees were expended including share funded by fees.
(F) An identification of an approximate date by which the construction of the public improvement will commence.
(G) A description of any potential interfund transfers. (H) The amount of refunds made (if any).

Inflationary
Adjustment
1 Edited for brevity. Refer to the government code for full description.

Sources: CA Government Code sections 66001.(d) and 66006.(b). Page 167 of 603 City of Cudahy Development Impact Fee Study
34 Programming Revenues and Projects with the CIP
The City maintains a Capital Improvement Program (CIP) to plan for future infrastructure needs.

The CIP identifies costs and phasing for specific capital projects. The use of the CIP in this manner documents a reasonable relationship between new development and the use of those revenues.

The City may decide to alter the scope of the planned projects or to substitute new projects if those new projects continue to represent an expansion of the City’s facilities. If the total cost of facilities varies from the total cost used as a basis for the fees, the City should consider revising the fees accordingly.

Reimbursements
For some facility categories, particularly park facilities, developers occasionally dedicate parkland and construct facilities in lieu of paying the development impact fee. If a developer builds parkland that exceeds the development’s share of needed facilities, that developer should be reimbursed for facilities created above and beyond that development’s impact. However, we recommend that the City’ reimburse the difference based on a) the costs identified in the most recent CIP, and b) at the time that the City would be building the improvement had the development not occurred. By following these guidelines, the City will not be unfairly burdened with unanticipated costs.

35 9. Mitigation Fee Act Findings
Public facilities fees are one-time fees typically paid when a building permit is issued and imposed on development projects by local agencies responsible for regulating land use (cities and counties). To guide the widespread imposition of public facilities fees the State Legislature adopted the Mitigation Fee Act (the Act) with Assembly Bill 1600 in 1987 and subsequent amendments. The Act, contained in California Government Code Sections 66000 through 66025, establishes requirements on local agencies for the imposition and administration of fee programs.

The Act requires local agencies to document five findings when adopting a fee.

The five statutory findings required for adoption of the public facilities fees documented in this report are presented in this chapter and supported in detail by the preceding chapters. All statutory references are to the Act.

Purpose of Fee
 Identify the purpose of the fee (§66001(a)(1) of the Act).

Development impact fees are designed to ensure that new development will not burden the existing service population with the cost of facilities required to accommodate growth. The purpose of the fees proposed by this report is to provide a funding source from new development to fund capital improvements to serve that development. The fees advance a legitimate City interest by enabling the City to provide public facilities to new development.

Use of Fee Revenues
 Identify the use to which the fees will be put. If the use is financing facilities, the facilities shall be identified. That identification may, but need not, be made by reference to a capital improvement plan as specified in §65403 or §66002, may be made in applicable general or specific plan requirements, or may be made in other public documents that identify the facilities for which the fees are charged (§66001(a)(2) of the Act).

Fees proposed in this report, if enacted by the City, would be used to fund expanded facilities to serve new development. Facilities funded by these fees are designated to be located within the City’s sphere of influence. Fees addressed in this report have been identified by the City to be restricted to funding the following facility categories: traffic facilities, parks and recreation facilities, general government facilities and parking facilities.

Benefit Relationship
 Determine the reasonable relationship between the fees' use and the type of development project on which the fees are imposed (§66001(a)(3) of the Act).

The City will restrict fee revenue to the acquisition of land, construction of facilities and buildings, and purchase of related equipment, furnishings, vehicles, and services used to serve new development. Facilities funded by the fees are expected to provide a citywide network of facilities accessible to the additional residents and workers associated with new development. Under the Act, fees are not intended to fund planned facilities needed to correct existing deficiencies. Thus, a reasonable relationship can be shown between the use of fee revenue and the new development residential and non-residential use classifications that will pay the fees.

Burden Relationship
 Determine the reasonable relationship between the need for the public facilities and the types of development on which the fees are imposed (§66001(a)(4) of the Act).

City of Cudahy Development Impact Fee Study
36 Facilities need is based on a facility standard that represents the demand generated by new development for those facilities. For each facility category, demand is measured by a single facility standard that can be applied across land use types to ensure a reasonable relationship to the type of development. For traffic facilities this standard is expressed as a cost per trip. For parks and recreation facilities this standard is expressed as a cost per resident. For general government facilities this standard is expressed as a cost per capita. For parking facilities, the standard is based on parking requirements from the City’s municipal code.

The standards used to identify growth needs are also used to determine if planned facilities will partially serve the existing service population by correcting existing deficiencies. This approach ensures that new development will only be responsible for its fair share of planned facilities, and that the fees will not unfairly burden new development with the cost of facilities associated with serving the existing service population.

Chapter 2, Growth Forecasts provides a description of how service population and growth forecasts are calculated. Facility standards are described in the Facility Standards sections of each facility category chapter.

Proportionality
 Determine how there is a reasonable relationship between the fees amount and the cost of the facilities or portion of the facilities attributable to the development on which the fee is imposed (§66001(b) of the Act).

The reasonable relationship between each facilities fee for a specific new development project and the cost of the facilities attributable to that project is based on the estimated new development growth the project will accommodate. Fees for a specific project are based on the project’s size. Larger new development projects can result in a higher service population resulting in higher fee revenue than smaller projects in the same land use classification. Thus, the fees ensure a reasonable relationship between a specific new development project and the cost of the facilities attributable to that project.

See Chapter 2, Growth Forecasts, Chapter 3, Trip Growth or the Service Population section of Chapters 4 and 5 in each facility category chapter for a description of how service populations or other factors are determined for different types of land uses. See the Fee Schedule section of each facility category chapter for a presentation of the proposed facilities fees

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF IRWINDALE
and

WILLDAN FINANCIAL SERVICES

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AGREEMENT FOR CONTRACT SERVICES BY AND

BETWEEN THE CITY OF IRWINDALE AND WILLDAN FINANCIAL SERVICES This AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 11th day of December, 2024 by and between the CITY OF IRWINDALE, a California Charter city and municipal corporation (“City”) and WILLDAN FINANCIAL SERVICES, a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by City to perform those services.

C. Pursuant to the City of Irwindale’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest

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professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Service shall include Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

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1.7 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Sixty Five Thousand Five Hundred Twenty Dollars ($65,520.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01005.0001/1036071.1 -4-

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

James Edison Managing Principal
(Name) (Title)
Commented [JHO1]: Please confirm.

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(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the City Manager [or such person as may be designated by the Assistant City Manager]. It shall be Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an

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independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than

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$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to City. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until Consultant has provided City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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All certificates shall name City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant’s Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant’s activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.3.

In the event Consultant subcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of

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Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold City, its officers, agents, and employees harmless therefrom;
(c) In the event City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to City, its officers, agents or employees, any and all costs and expenses incurred by City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than three (3) years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to City, Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, Consultant shall fully cooperate with City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by Consultant will be at City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to

01005.0001/1036071.1 -12-
City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

01005.0001/1036071.1 -13-

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of City to give notice of Consultant’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or

01005.0001/1036071.1 -14-
different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated termination, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City as previously stated.

7.9 Attorneys’ Fees.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any

01005.0001/1036071.1 -15-
appeal, and in addition a Party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement,

01005.0001/1036071.1 -16-
and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Irwindale, 5050 N Irwindale Ave, Irwindale, CA 91706 and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts and Electronic Signatures.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paperbased record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification

01005.0001/1036071.1 -17-
of this Agreement shall be valid unless made in writing and approved by Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non-interests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY IRWINDALE, a municipal corporation
Julian A. Miranda, City Manager
ATTEST:
_____
Laura M. Nieto, Deputy Chief City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CONSULTANT:

WILLDAN FINANCIAL SERVICES, a California
corporation
By:

Name: Chris Fisher
Title: Vice President/Director
By:

Name: Rebekah Smith
Title: Assistant Secretary
Address: 27368 Via Industria,
Suite 200
Temecula, CA 92590
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

01005.0001/1036071.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01005.0001/1036071.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01005.0001/1036071.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services (hereinafter referred to collectively as “Services”) as set forth below and inclusive of the proposal attached hereto as the Work Plan set forth in Exhibit “A-1”:

A. Meet with City staff to refine the project scope, clarify, and define the purpose, uses, and goals of the previous Development Impact Fee Study to ensure its accuracy and appropriateness to the City’s needs.

B. Conduct a comprehensive review of the City’s current fee structure with the goal of establishing a consistent and objectively based fee structure that meets the needs of the City and community. The review shall include:
i. Meetings or interviews with staff as needed to gain an understanding of the services the City provides and the City’s processes and operations; ii. Reviewing current fee schedules for related departments and services; and iii. Collecting and documenting comments and concerns from staff and Council members and incorporating those comments as directed.

C. Identify the total cost of providing City services at the appropriate level and in a manner that is consistent with all applicable laws, statutes, rules, and regulations governing the collection of fees, rates, and charges by public entities including but limited to Proposition 26 and 218.

D. Prepare a Draft Development Impact Fee Study Update which shall:
i. Include fee schedules separated by different categories/types; ii. Identify each fee at full cost, recommended cost and current cost recovery levels;
iii. Identify the direct cost, indirect cost, and overhead cost for each service; iv. Identify the present fees, recommended fees, percentage of change, cost recovery percentage, revenue Developer and fee comparison with surrounding cities or other Los Angeles County or Southern California cities that are comparable to the City—a comparison survey of rates and fees of similar cities shall be included;
v. Include an option for annual inflator based on the application of a generally accepted measure, such as the Building Construction Index or Consumer Price Index;
vi. Include any other matters that are identified during the implementation of the Consultant’s work plan that the City should consider; and vii. Presented to the City Council to further facilitate their understanding of the Development Impact Fee Study Update and its implications for the City and the community to make necessary adjustments as requested.

E. Consult with City staff should it become necessary to defend the City’s

01005.0001/1036071.1 A-2
Development Impact Fees as a result of any legal or other challenges.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to City:

A. Prepare a Microsoft Excel based model of the fee schedules to allow the City to adjust fees and charges as the City’s organizational structure and service model change.
i. The model shall allow for the application of the annual inflator. ii. If necessary, provide training to staff to facilitate the annual update to fees.

B. Prepare a Final Development Impact Fee Study Update and provide the following:
i. Ten (10) bound paper copies;
ii. One (1) unbound copy;
iii. Digital file copy in PDF format;
iv. Digital Development Impact Fee Update Schedules model in excel file that can be updated annually; and
v. Deliver a Final Development Impact Fee Study Update presentation(s) to the City Council in order to facilitate their understanding of the Final Development Impact Fee Study Update and its implications for the City and the community and make necessary adjustments as requested.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep City appraised of the status of performance by delivering the status reports due upon request from the City.

IV. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the Services:

A. James Edison, Managing Principal
B. Carlos Villarreal, Principal Consultant/Project Manager

01005.0001/1036071.1 A-3
EXHIBIT “A-1”

WORK PLAN
Commented [JHO2]: I believe Task 1 addresses Kambiz’s
concern that the Consultant conduct a new independent review of each ongoing project (to ensure consistency with Sheetz).

01005.0001/1036071.1 A-4

01005.0001/1036071.1 A-5

01005.0001/1036071.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
N/A

01005.0001/1036071.1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

IV. City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed $65,520.00 as provided in Section 2.1 of this Agreement.

VI. Consultant’s billing rates for all personnel are attached as Exhibit “C-1”.

C-2
01005.0001/1036071.1
EXHIBIT “C-1”

CONSULTANT PERSONNEL BILLING RATES
C-1

01005.0001/1036071.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer and the City Attorney’s office.

II. Consultant shall deliver the following tangible work products to City by the following dates and according to the following Implementation Schedule:

III. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

Commented [JHO3]: Please confirm if this schedule is
accurate. The first deliverable was due on 11/18.

Item #24.F.

Date: December 11, 2024
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Amendment No. 1 to Contract Services Agreement with PlanetBids, Inc. for Electronic Procurement Software System Services.

City Manager's Recommendation:

That the City Council of Irwindale Approve Amendment No. 1 to the Contract Services Agreement with PlanetBids, Inc. for Electronic Procurement (eProcurement) Software System Services, and authorize the City Manager to enter into Amendment No. 1 to the Contract Services Agreement with PlanetBids, Inc, subject to City Attorney approval as to form.

Administrative Action:

Submitted / Prepared / Reviewed by:

Kambiz Borhani, Finance Director / City Treasurer
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

On November 15, 2023, the City of Irwindale (the "City") contracted with PlanetBids, Inc. for one year to ensure the platform and services rendered by the vendor is in the best interest and option for the City. After using the system for one (1) year, the City now desires to continue this service for an additional four (4) years, including November 17, 2024 – November 16, 2025, November 17, 2025 – November 16, 2026, November 17, 2026 – November 16, 2027, and November 17, 2027 – November 16, 2028 at the prices listed on "Exhibit A." PlanetBids, Inc. provides a Web-based eProcurement software platform which is used by many agencies to enhance their procurement processes. This platform has allowed us to reach a larger pool of vendors, increasing vendor participation with

proposals that offer a broader selection of goods and services and offer more competitive pricing.

As our purchases of goods and services increase, having a long-term contract can provide a muchneeded stability for pricing, budgeting, and cash flow, especially in cases when time is of the essence when dealing with myriads of programs, activities, and capital improvement projects funded by grants.

Therefore, staff is requesting the City Council to consider Amendment No. 1 to allow the City to continue benefiting from PlanetBids. Inc. platform when finding and securing a contract with a responsible and responsive bidder.

Fiscal Impact:

The adopted Fiscal Year 2024-2025 budget includes sufficient funding for the service term beginning November 17, 2024, to November 16, 2025. Future years' funding will be included in each upcoming year's budget.

Attachments:

1. Exhibit A - PlanetBids Pricing for City of Irwindale

YEAR 2 YEAR 3 YEAR 4 YEAR 5
PB System ™ MODULES 2024-2025 2024-2026 2024-2027 2024-2028 (Optional) (Optional) (Optional)
Vendor Management & Bid Management $ 11,438.44 10,893.75 $ 12,010.36 $ 12,610.88 $ (4 Full User Licenses) City Clerk $ 744.19 708.75 $ 781.40 $ 820.47 $ (1 User License)
Sub-Total $ 12,182.63 11,602.50 $ 12,791.76 $ 13,431.35 $ TOTAL 11,602.50 $ 12,182.63 $ 12,791.76 $ 13,431.35 $
"Exhibit A"

Item #24.G.

Date: December 11, 2024
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Second Reading of Ordinance No. 781 Establishing a Supplemental Transactions and Use Tax Ordinance, Adoption of Resolution No. 2024-99-3576 Approving Administrative Agreements with the California Department of Tax and Fee Administration, and Resolution No. 2024-100-3577 Authorizing the Examination of Transactions and Use Tax Records, and Approving Professional Services Agreement with Hinderliter, de Llamas and Associates City Manager's Recommendation:
(1) Adopt on second reading by title only with further reading waived Ordinance No. 781 entitled, “AN ORDINANCE OF THE PEOPLE OF THE CITY OF IRWINDALE, CALIFORNIA ADDING CHAPTER 3.58 TO TITLE 3 OF THE IRWINDALE MUNICIPAL CODE TO ENACT A SUPPLEMENTAL TRANSACTIONS AND USE TAX (SALES TAX) AT A RATE OF ONE-QUARTER OF A PERCENT (1/4%), EFFECTIVE AFTER LOS ANGELES

COUNTY MEASURE H EXPIRES OR REPEALS, TO BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION”; and (2) Adopt Resolution No. 2024-99-3576 entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE AUTHORIZING THE CITY MANAGER TO

EXECUTE AGREEMENTS WITH THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION TO ADMINISTER AND OPERATE THE CITY’S SUPPLEMENTAL TRANSACTIONS AND USE (SALES) TAX”; and (3) Adopt Resolution No. 2024-100-3577 entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE DESIGNATING AND AUTHORIZING CERTAIN CITY EMPLOYEES TO REVIEW AND EXAMINE THE CITY’S TRANSACTIONS AND USE TAX RECORDS OF THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION”; and (4) Authorize a professional services agreement with Hinderliter, de Llamas and Associates (HdL) for transactions tax audit and information services.

Administrative Action:

Prepared / Submitted / Reviewed by:

Kambiz Borhani, Finance Director / City Treasurer

Reviewed by:

Adrian R. Guerra, City Attorney
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

At its meeting on August 7, 2024, the Irwindale City Council introduced the above ordinance for first reading and adopted Resolution No. 2024-66-3543, placing a supplemental transactions and use tax (sales tax) at the rate of 0.25% on the November 5, 2024, ballot for the purpose of maintaining local control of revenues generated in Irwindale to directly benefit Irwindale.

A general election was held on Tuesday, November 5, 2024, and the ballot included Measure IR for the supplemental transactions and use tax.

Measure IR was passed by the voters, thereby approving the supplemental transactions and use tax, which will become effective on April 1, 2025.

The tallied votes for Measure IR (as of 12/2/2024 2:55:01 PM) were certified by the Irwindale City Council on December 11, 2024, based on the following results:

Votes Percent
YES 459 67.90%
NO 217 32.10%
Majority of votes cast
It would now be appropriate for the City Council to adopt the ordinance on second reading.

It is also necessary at this time to adopt Resolution No. 2024-99-3576, authorizing the City Manager to enter into agreements with the California Department of Tax and Fee Administration (CDTFA) for administration and operation of the City’s Supplemental Transactions and Use Tax. The two agreements are attached to the resolution as Exhibits ‘A’ and ‘B’, as follows:

1. Agreement For Preparation To Administer and Operate City’s Transactions and Use Tax Ordinance – This agreement authorizes the CDTFA to conduct the necessary preparations to implement and administer the City’s supplemental transactions and use tax. This includes preparatory work related to developing procedures, programming for data processing, developing and adopting appropriate regulations, designing and printing forms, developing

instructions for the CDTFA’s staff and taxpayers, and other necessary functions. The agreement includes an estimate of the CDTFA’s cost for implementing the supplemental transactions and use tax to not exceed $175,000. This is a standard estimate provided by the CDTFA, however it is expected this amount will be significantly less because the one-time implementation costs will be allocated to several cities implementing a transactions and use tax at the same time, and the City has a relatively lower level of sales tax activity. All CDFTA administrative costs are netted out of tax revenue.

2. Agreement For State Administration of City Transactions and Use Taxes – This agreement authorizes the CDTFA to administer the transactions and use tax program annually for the City. This includes the ongoing administrative and operational functions of ensuring compliance with the City’s transactions and use tax ordinance by taxpayers, collecting funds from retailers, and remitting the tax revenue to the City. The CDTFA administrative fees will be deducted from the taxes collected for the City, as is currently done with regular sales taxes.

The CDTFA also requires the City to designate specific City personnel and appropriate consultants that are authorized to examine transactions and use tax records on behalf of the City. As with all sales tax records, the transactions and use tax information is highly confidential and the CDTFA will only release this information to authorized staff and consultants. Approval of Resolution No. 2024-100-3577 accomplishes this requirement.

Additionally, new resolutions authorizing designated City staff and the City’s sales tax consultant (Hinderliter, de Llamas and Associates) access to the data are required. Resolution No. 2024-09-3486 was adopted on February 14, 2024, to update the designated City staff members approved to view the confidential data. The supplemental transactions and use tax (Measure IR) is considered a separate data source by the CDTFA and requires a separate resolution to authorize access to designated staff.

A separate professional services agreement with Hinderliter, de Llamas and Associates (HdL) is also required for the review and examination of the Measure IR, supplemental transactions and use tax records. HdL has been providing Sales and Property Tax consulting to the City since 1989 and this agreement will formalize their services and fees for the additional work required resulting from the passage of the City's Measure IR.

Approving Ordinance No. 781 and the attached resolutions will allow the City to proceed with implementing the collection of the supplemental transactions and use tax approved with the passage of Measure IR by the voters at the general election on November 5, 2024.

Fiscal Impact:

The supplemental transactions and use tax will become effective on April 1, 2025, and is estimated to generate annual revenues of $1,000,000 for the City’s General Fund. This revenue estimate will be net of administrative costs charged by the CDTFA to administer, collect, and distribute the supplemental transactions and use tax for the City. The ongoing costs have not yet been determined by the CDTFA.

The cost of preparatory services that must be reimbursed to the CDTFA shall not exceed $175,000 per California Revenue and Taxation Code Section 7272. These costs will not be incurred for some time, and will be reflected by a future budget amendment for Measure IR. Ongoing administration costs will be deducted from the taxes collected by the CDTFA, as prescribed by law. The agreement with HdL will cost $300 per month for the quarterly district transactions tax reports, and a flat 25% of any initial recoveries of misallocations through their audit services.

Attachments:

1. Exhibit A - Preparatory Agreement

2. Resolution No 2024-99-3576

3. Exhibit B - Administration Agreement

4. Resolution No 2024-100-3577

5. Professional Services Agreement - HdL

6. Ordinance No. 781

01005.0007/1037231.2 (Rev. 07/24) 1

AGREEMENT FOR PREPARATION TO ADMINISTER AND OPERATE

CITY'S TRANSACTIONS AND USE TAX ORDINANCE
In order to prepare to administer a Supplemental Transactions And Use Tax, Ordinance No. 781, adopted in accordance with the provision of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code, the CITY OF IRWINDALE, hereinafter called City, and the CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION, hereinafter called Department, do agree as follows:

1. The Department agrees to enter into work to prepare to administer and operate a transactions and use tax in conformity with Part 1.6 of Division 2 of the Revenue and Taxation Code which has been approved by a majority of the electors of the City and whose ordinance has been adopted by the City.

2. City agrees to pay to the Department at the times and in the amounts hereinafter specified all of the Department's costs for preparatory work necessary to administer the City's transactions and use tax ordinance. The Department's costs for preparatory work include costs of developing procedures, programming for data processing, developing and adopting appropriate regulations, designing and printing forms, developing instructions for the Department's staff and for taxpayers, and other appropriate and necessary preparatory costs to administer a transactions and use tax ordinance.

These costs shall include both direct and indirect costs as specified in Section 11256 of the Government Code.

3. Preparatory costs may be accounted for in a manner which conforms to the internal accounting and personnel records currently maintained by the Department. The billings for costs may be presented in summary form. Detailed records of preparatory costs will be retained for audit and verification by the City.

4. Any dispute as to the amount of preparatory costs incurred by the Department shall be referred to the State Director of Finance for resolution, and the Director's decision shall be final.

5. Preparatory costs incurred by the Department shall be billed by the Department periodically, with the final billing within a reasonable time after the operative date of the ordinance.

City shall pay to the Department the amount of such costs on or before the last day of the next succeeding month following the month when the billing is received.

6. The amount to be paid by City for the Department's preparatory costs shall not exceed one hundred seventy-five thousand dollars ($175,000) (Revenue and Taxation Code Section 7272.)

01005.0007/1037231.2 (Rev. 07/24) 2

7. Communications and notices may be sent by first class United States mail or through email at [email protected]. If and when communications and notices may include confidential information, communications and notices must be sent through encrypted email at [email protected] or by mail. Communications and notices to be sent to the Department shall be addressed to:

California Department of Tax and Fee Administration
P.O. Box 942879 MIC: 27
Sacramento, California 94279-0027
Attention: Administrator
Local Revenue Branch
Communications and notices to be sent to City shall be addressed to:

City of Irwindale
5050 N. Irwindale Avenue
Irwindale, California 91706
Attention: Finance Director/City Treasurer

8. The date of this agreement is the date on which it is approved by the Department of General Services. This agreement shall continue in effect until the preparatory work necessary to administer City's transactions and use tax ordinance has been completed and the Department has received all payments due from City under the terms of this agreement.

CITY OF IRWINDALE CALIFORNIA DEPARTMENT OF TAX

AND FEE ADMINISTRATION
By By
(Signature) Administrator
Local Revenue Branch
Julian A. Miranda
City Manager
Date: _______________________________ Date: _______________________________

01005.0001/1036328.1
Resolution No. 2024-99-3576

RESOLUTION NO. 2024-99-3576

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS

WITH THE CALIFORNIA DEPARTMENT OF TAX AND FEE
ADMINISTRATION TO ADMINISTER AND OPERATE THE CITY’S

SUPPLEMENTAL TRANSACTIONS AND USE (SALES) TAX
WHEREAS, on November 5, 2024, the voters of the City of Irwindale (“City”) approved a supplemental transactions and use (sales) tax, and thereby also approving Ordinance No. 781, amending the City Municipal Code and providing for a supplemental transactions and use (sales) tax; and
WHEREAS, the California Department of Tax and Fee Administration (“CDTFA”) administers and collects the transactions and use taxes for all applicable jurisdictions within the state; and
WHEREAS, the CDTFA will be responsible to administer and collect the transactions and use tax for the City; and
WHEREAS, the CDTFA requires that the City enter into a “Preparatory Agreement” and an “Administration Agreement” prior to implementation of said taxes, and WHEREAS, the CDTFA requires that the City Council authorize the above-named agreements.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. The foregoing recitals are true and correct and are hereby incorporated by this reference.

Section 2. That the “Agreement For Preparation To Administer and Operate City’s Transactions and Use Tax Ordinance” attached as Exhibit “A” is hereby approved and the City Manager is hereby authorized to execute this agreement.

Section 3. That the “Agreement For State Administration of City Transactions and Use Taxes” attached as Exhibit “B” is hereby approved and the City Manager is hereby authorized to execute this agreement.

Section 4. That the Chief Deputy City Clerk shall attest to the adoption of this resolution which shall, in turn, have immediate effect.

PASSED, APPROVED AND ADOPTED this 11th day of December 2024.

Resolution No. 2024-99-3576

________________________________
Albert F. Ambriz, Mayor
ATTEST:
___________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2024-99-3576 as duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 11th day of December 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
__________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

01005.0007/1037235.2

AGREEMENT FOR STATE ADMINISTRATION

OF CITY TRANSACTIONS AND USE TAXES
The City Council of the City of Irwindale has adopted, and the voters of the City of Irwindale (hereafter called “City” or “District”) have approved by the required majority vote, the City of Irwindale Supplemental Transactions and Use Tax Ordinance No. 781 (hereafter called “Ordinance”), a copy of which is attached hereto. To carry out the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code and the Ordinance, the California State Department of Tax and Fee Administration, (hereinafter called the “Department”) and the City do agree as follows:

ARTICLE I

DEFINITIONS
Unless the context requires otherwise, wherever the following terms appear in the Agreement, they shall be interpreted to mean the following:

1. "District taxes" shall mean the transactions and use taxes, penalties, and interest imposed under an ordinance specifically authorized by Revenue and Taxation code Section 7285.9, and in compliance with Part 1.6, Division 2 of the Revenue and Taxation Code.

2. "City Ordinance" shall mean the City's Transactions and Use Tax Ordinance referred to above and attached hereto, Ordinance No. 781, as amended from time to time, or as deemed to be amended from time to time pursuant to Revenue and Taxation Code Section 7262.2.

ARTICLE II

ADMINISTRATION AND COLLECTION

OF CITY TAXES
A. Administration. The Department and City agree that the Department shall perform exclusively all functions incident to the administration and operation of the City Ordinance.

01005.0007/1037235.2 (Rev. 7/24) 2
B. Other Applicable Laws. City agrees that all provisions of law applicable to the administration and operation of the Department Sales and Use Tax Law which are not inconsistent with Part 1.6 of Division 2 of the Revenue and Taxation Code shall be applicable to the administration and operation of the City Ordinance. City agrees that money collected pursuant to the City Ordinance may be deposited into the State Treasury to the credit of the Retail Sales Tax Fund and may be drawn from that Fund for any authorized purpose, including making refunds, compensating and reimbursing the Department pursuant to Article IV of this Agreement, and transmitting to City the amount to which City is entitled.

C. Transmittal of money.

1. For the period during which the tax is in effect, and except as otherwise provided herein, all district taxes collected under the provisions of the City Ordinance shall be transmitted to City periodically as promptly as feasible, but not less often than twice in each calendar quarter.

2. For periods subsequent to the expiration date of the tax whether by City’s self-imposed limits or by final judgment of any court of the State of California holding that City’s ordinance is invalid or void, all district taxes collected under the provisions of the City Ordinance shall be transmitted to City not less than once in each calendar quarter.

3. Transmittals may be made by mail or electronic funds transfer to an account of the City designated and authorized by the City. A statement shall be furnished at least quarterly indicating the amounts withheld pursuant to Article IV of this Agreement.

D. Rules. The Department shall prescribe and adopt such rules and regulations as in its judgment are necessary or desirable for the administration and operation of the City Ordinance and the distribution of the district taxes collected thereunder.

E. Preference. Unless the payor instructs otherwise, and except as otherwise provided in this Agreement, the Department shall give no preference in applying money received for state sales and use taxes, state-administered local sales and use taxes, and district transactions and use taxes owed by a taxpayer, but shall apply moneys collected to the satisfaction of the claims of the State, cities, counties, cities and counties, redevelopment agencies, other districts, and City as their interests appear.

01005.0007/1037235.2 (Rev. 7/24) 3
F. Security. The Department agrees that any security which it hereafter requires to be furnished by taxpayers under the State Sales and Use Tax Law will be upon such terms that it also will be available for the payment of the claims of City for district taxes owing to it as its interest appears.

The Department shall not be required to change the terms of any security now held by it, and City shall not participate in any security now held by the Department.

G. Records of the Department.

When requested by resolution of the legislative body of the City under section 7056 of the Revenue and Taxation Code, the Department agrees to permit authorized personnel of the City to examine the records of the Department, including the name, address, and account number of each seller holding a seller’s permit with a registered business location in the City, pertaining to the ascertainment of transactions and use taxes collected for the City. Information obtained by the City from examination of the Department's records shall be used by the City only for purposes related to the collection of transactions and use taxes by the Department pursuant to this Agreement.

H. Annexation. City agrees that the Department shall not be required to give effect to an annexation, for the purpose of collecting, allocating, and distributing District transactions and use taxes, earlier than the first day of the calendar quarter which commences not less than two months after notice to the Department. The notice shall include the name of the county or counties annexed to the extended City boundary. In the event the City shall annex an area, the boundaries of which are not coterminous with a county or counties, the notice shall include a description of the area annexed and two maps of the City showing the area annexed and the location address of the property nearest to the extended City boundary on each side of every street or road crossing the boundary.

ARTICLE III

ALLOCATION OF TAX
A. Allocation. In the administration of the Department's contracts with all districts that impose transactions and use taxes imposed under ordinances, which comply with Part 1.6 of Division 2 of the Revenue and Taxation Code:

1. Any payment not identified as being in payment of liability owing to a designated district or districts may be apportioned among the districts as their interest appear, or, in the discretion

01005.0007/1037235.2 (Rev. 7/24) 4
of the Department, to all districts with which the Department has contracted using ratios reflected by the distribution of district taxes collected from all taxpayers.

2. All district taxes collected as a result of determinations or billings made by the Department, and all amounts refunded or credited may be distributed or charged to the respective districts in the same ratio as the taxpayer's self-declared district taxes for the period for which the determination, billing, refund or credit applies.

B. Vehicles, Vessels, and Aircraft. For the purpose of allocating use tax with respect to vehicles, vessels, or aircraft, the address of the registered owner appearing on the application for registration or on the certificate of ownership may be used by the Department in determining the place of use.

ARTICLE IV

COMPENSATION
The City agrees to pay to the Department as the State's cost of administering the City Ordinance such amount as is provided for by law. Such amounts shall be deducted from the taxes collected by the Department for the City.

ARTICLE V

MISCELLANEOUS PROVISIONS
A. Communications. Communications and notices may be sent by first class United States mail to the addresses listed below, or to such other addresses as the parties may from time to time designate or through email at [email protected]. If and when communications and notices may include confidential information, communications and notices must be sent through encrypted email at [email protected] or by mail.

01005.0007/1037235.2 (Rev. 7/24) 5
Communications and notices to be sent to the Department shall be addressed to:

California State Department of Tax and Fee Administration P.O. Box 942879
Sacramento, California 94279-0027
Attention: Administrator
Local Revenue Branch
Communications and notices to be sent to the City shall be addressed to:

City of Irwindale
5050 N. Irwindale Avenue
Irwindale, California 91706
Attention: Finance Director/City Treasurer
Unless otherwise directed, transmittals of payment of District transactions and use taxes will be sent to the address above.

B. Term. The date of this Agreement is the date on which it is approved by the Department of General Services. The Agreement shall take effect on January 8, 2024. This Agreement shall continue until December 31 next following the expiration date of the City Ordinance, and shall thereafter be renewed automatically from year to year until the Department completes all work necessary to the administration of the City Ordinance and has received and disbursed all payments due under that Ordinance.

C. Notice of Repeal of Ordinance. City shall give the Department written notice of the repeal of the City Ordinance not less than 110 days prior to the operative date of the repeal.

01005.0007/1037235.2 (Rev. 7/24) 6

ARTICLE VI

ADMINISTRATION OF TAXES IF THE

ORDINANCE IS CHALLENGED AS BEING INVALID
A. Impoundment of funds.

1. When a legal action is begun challenging the validity of the imposition of the tax, the City shall deposit in an interest-bearing escrow account, any proceeds transmitted to it under Article II. C., until a court of competent jurisdiction renders a final and non-appealable judgment that the tax is valid.

2. If the tax is determined to be unconstitutional or otherwise invalid, the City shall transmit to the Department the moneys retained in escrow, including any accumulated interest, within ten days of the judgment of the trial court in the litigation awarding costs and fees becoming final and non-appealable.

B. Costs of administration. Should a final judgment be entered in any court of the State of California, holding that City's Ordinance is invalid or void, and requiring a rebate or refund to taxpayers of any taxes collected under the terms of this Agreement, the parties mutually agree that:

1. Department may retain all payments made by City to Department to prepare to administer the City Ordinance.

2. City will pay to Department and allow Department to retain Department's cost of administering the City Ordinance in the amounts set forth in Article IV of this Agreement.

3. City will pay to Department or to the State of California the amount of any taxes plus interest and penalties, if any, that Department or the State of California may be required to rebate or refund to taxpayers.

4. City will pay to Department its costs for rebating or refunding such taxes, interest, or penalties. Department's costs shall include its additional cost for developing procedures for processing

01005.0007/1037235.2 (Rev. 7/24) 7
the rebates or refunds, its costs of actually making these refunds, designing and printing forms, and developing instructions for Department's staff for use in making these rebates or refunds and any other costs incurred by Department which are reasonably appropriate or necessary to make those rebates or refunds. These costs shall include Department's direct and indirect costs as specified by Section 11256 of the Government Code.

5. Costs may be accounted for in a manner, which conforms to the internal accounting, and personnel records currently maintained by the Department. The billings for such costs may be presented in summary form. Detailed records will be retained for audit and verification by City.

6. Any dispute as to the amount of costs incurred by Department in refunding taxes shall be referred to the State Director of Finance for resolution and the Director's decision shall be final.

7. Costs incurred by Department in connection with such refunds shall be billed by Department on or before the 25th day of the second month following the month in which the judgment of a court of the State of California holding City's Ordinance invalid or void becomes final. Thereafter Department shall bill City on or before the 25th of each month for all costs incurred by Department for the preceding calendar month. City shall pay to Department the amount of such costs on or before the last day of the succeeding month and shall pay to Department the total amount of taxes, interest, and penalties refunded or paid to taxpayers, together with Department costs incurred in making those refunds.

CITY OF ____________________________ CALIFORNIA STATE DEPARTMENT OF

TAX AND FEE ADMINISTRATION
By By
(Signature) Administrator
Local Revenue Branch
Julian A. Miranda
City Manager
Date: _______________________________ Date: _______________________________

01005.0001/1036329.2
Resolution No. 2024-100-3577

RESOLUTION NO. 2024-100-3577

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF IRWINDALE DESIGNATING AND AUTHORIZING CERTAIN
CITY EMPLOYEES TO REVIEW AND EXAMINE THE CITY’S

TRANSACTIONS AND USE TAX RECORDS OF THE CALIFORNIA

DEPARTMENT OF TAX AND FEE ADMINISTRATION
WHEREAS, pursuant to Ordinance No. 781 of the City of Irwindale (hereinafter “City” or “District”), and Section 7270 of the Revenue and Taxation Code, the City entered into a contract with the California Department of Tax and Fee Administration (“CDTFA”) to perform all functions incident to the administration and operation of the Supplemental Transactions and Use Tax Ordinance; and
WHEREAS, the City deems it desirable and necessary for authorized representatives of the City to examine confidential transactions and use tax records of the CDTFA pertaining to transactions and use taxes collected by the Board for the District pursuant to that contract; and
WHEREAS, Section 7056 of the Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of CDTFA records and establishes criminal penalties for the unlawful disclosure of information contained in or derived from, the transactions and use tax records of the CDTFA;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. The foregoing recitals are true and correct and are hereby incorporated by this reference.

Section 2. That the City Manager or other officer(s) or employee(s) of the City designated in writing by the City Manager to the CDTFA are hereby appointed to represent the City with authority to examine transactions and use tax records of the CDTFA pertaining to transactions and use taxes collected for the City by the CDTFA, pursuant to the agreement contract between the City and the CDTFA. The information obtained by examination of CDTFA records shall be used only for purposes related to the collection of the City’s transactions and use taxes by the CDTFA pursuant to the contract.

The following City employees are hereby designated and authorized to receive and review sales and use tax transactions for the City of Irwindale:

1.) City Manager

2.) Assistant City Manager

3.) Finance Director/City Treasurer

4.) Finance Manager

Resolution No. 2024-100-3577

5.) Community Development Director

6.) Assistant to the City Manager

7.) Office Specialist

8.) Administrative Secretary
Section 3. That the City Manager, or other officer or employee of the City designated in writing by the City Manager in Section 2, are hereby appointed to represent the District with authority to examine those transactions and use tax records of the Board for purposes related to the following governmental functions of the District:
a) City Administration
b) Revenue Management and Budgeting
c) Community and Economic Development
d) Business License Tax Administration
e) Other purposes as deemed necessary
The information obtained by examination of Board records shall be used only for those governmental functions of the City listed above.

Section 4. That Hinderliter, de Llamas & Associates, Inc (HdL) is hereby designated to examine the transactions and use tax records of the CDTFA pertaining to transactions and use taxes collected for the City by the CDTFA. The person or entity designated by this section meets all of the following conditions:
a) Has an existing contract with the District to examine those transactions and use tax records; and
b) Is required by that contract to disclose information contained in, or derived from those transactions and use tax records only to the officer or employee authorized under Section 2 (or Section 3) of this resolution to examine the information; and
c) Is prohibited by that contract from performing consulting services for a retailer during the term of that contract; and
d) Is prohibited by that contract from retaining the information contained in, or derived from those transactions and use tax records after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of CDTFA’s records shall be used only for purposes related to the collection of District’s transactions and use taxes by the CDTFA pursuant to the agreement contracts between the City and CDTFA.

Section 5. That this resolution supersedes all prior transactions and use tax resolutions of the City adopted pursuant to subdivision (b) of Revenue and Taxation Section 7056.

01005.0001/1036329.2
Resolution No. 2024-100-3577

PASSED, APPROVED AND ADOPTED this 11th day of December 2024. ________________________________
Albert F. Ambriz, Mayor
ATTEST:
___________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2024-100-3577 as duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 11th day of December 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
__________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk

1234663.6 Page 1 of 13

MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into as of December 11, 2024 (the “Agreement Date”) by and HINDERLITER DE LLAMAS AND ASSOCIATES (“Consultant”), and CITY OF IRWINDALE (“Client”), which is located within the state of California (the “State”).

W I T N E S S E T H:

WHEREAS, Consultant is engaged in the business of providing consulting, software and other services that help public agencies understand and maximize their collection of sales, use and transactions taxes, business license taxes, property and lodging taxes, and other revenues, as well as their delivery of public services (collectively, “Consultant’s Business”); and WHEREAS, Client desires to contract with Consultant to obtain one or more of the services included within Consultant’s Business (as provided for in Section 1) upon the terms and conditions contained in this Agreement;
WHEREAS, Consultant desires to contract with Client to render such services upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the covenants and promises contained herein, Client and Consultant mutually agree as follows:

1. Services.

1.1 Consultant will perform those services included within Consultant’s Business that are described in any and all schedule(s) referencing this Agreement and signed by Client and Consultant as of the Agreement Date or hereafter (individually and collectively, the “Schedule(s)”), upon the terms and conditions contained in this Agreement (including the Schedules) (such services are, collectively, the “Services”). In performing the Services, Consultant is acting as an independent contractor (and not as an agent or employee of Client).

1.2 Client acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision) may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of Consultant and such other public agency and not Client.

1.3 This Agreement does not limit the right of Consultant to enter into additional contracts with Client or to contract with third parties to provide them with merchandise or services of any kind whatsoever, including, but not limited to, services similar to the Services. During the Term of this Agreement, Client will not, directly or indirectly (except through Consultant), engage any third party to provide the Services or any services similar to the Services.

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2. Fees. As compensation for performing the Services, Client will pay Consultant the fees, costs and expenses as described in the Schedules (individually and collectively these fees and costs are, the “Fees”). Consultant may perform the Services using professionals from its staff or Consultant’s affiliated entities, and such Services will be invoiced to Client under the same terms applicable to Consultant’s staff. Consultant may increase the Fees from time to time (including, without limitation, as may be described in any of the Schedules). Other than a Fee increase as described in the Schedules, Client may notify Consultant of a request that such Fee increase be modified or revoked and, if Consultant fails to do so to Client’s satisfaction within thirty (30) days after the receipt of such request, Client may terminate this Agreement without cause pursuant to Section 7.3.

3. Invoices; Payment.

3.1 Consultant will invoice Client for the Fees earned and/or incurred by Consultant pursuant to this Agreement.

3.2 Invoices are due and payable upon receipt. Interest will begin to accrue on the thirtyfirst (31st) day following the invoice date on all unpaid balances at a rate of one and one-half percent (1½%) per month, or the maximum rate permitted by law, whichever is less. Payments will first be credited to interest and then to principal. In the event that Client disputes an invoice, only that portion so disputed in good faith will be withheld from payment, and the undisputed portion must be timely paid. Interest will accrue on any disputed portion of the invoice not timely paid and will be payable immediately if the disputed invoice is resolved in favor of Consultant.

3.3 If Client fails to fully pay an invoice within 30 days after the invoice date, Consultant may, after giving five (5) days’ prior written notice to Client, suspend the rendering of Services under this Agreement until said invoice is paid in full, together with all interest that has accrued thereon. In the event of such a suspension of Services, Consultant will have no liability to Client for any delays or damages arising therefrom.

4. Insurance. Throughout the term of this Agreement, Consultant will maintain the following insurance in not less than the referenced amounts: (a) workers compensation and employers liability insurance as may be required by the State; (b) property damage liability of $1,000,000 per incident; (c) bodily injury liability of $1,000,000 per incident; and (d) professional liability for any errors or omissions of $1,000,000.

5. Client Support.

5.1 Client will promptly provide in writing to Consultant all data and other information relating to or which may be necessary for Consultant’s performance of the Services.

Without limiting the foregoing, Client will keep Consultant informed on a timely basis in writing as to the existence and amendments of the laws, ordinances and/or regulations under which Consultant is performing the Services (including any adopted by Client). Consultant will be permitted to rely on the accuracy, timeliness and completeness of the information provided by Client, and in no event will Consultant be liable to Client or others as a result of such reliance.

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5.2 Client will examine all of Consultant’s reports, specifications, notices, proposals and other documents. In the event that Consultant asks for a decision from Client in order for Consultant to perform the Services, Client will render such decision in writing in a timely manner.

5.3 Promptly following any request from Consultant, Client will adopt and maintain in full force and effect resolutions in forms acceptable to Client and in accordance with applicable law authorizing Consultant to examine the confidential sales tax and other relevant records of Client throughout the Term and, for so long as any Fees are still accruing pursuant to this Agreement, after the Term.

5.4 Client will assist Consultant in obtaining such licenses, permits and approvals as may be required by law for performing the Services, and Client will pay all fees, assessments and taxes related to the application, issuance and maintenance thereof.

5.5 The Services do not include services to support, prepare, document, bring, respond to subpoenas, act as a witness, defend or otherwise assist in litigation undertaken or defended by Client, which Consultant may be required by legal process or otherwise or requested by Client to provide (collectively, “Litigation Services”). In this regard, if Consultant agrees with Client or is otherwise required to perform Litigation Services, Client will promptly pay or reimburse Consultant for all of Consultant’s costs and expenses related to Litigation Services (including, without limitation, Consultant’s attorneys’ fees and costs) at Consultant’s actual cost, plus ten percent (10%) thereof (all of which are deemed to be additional Fees).

6. Confidentiality; Software Use and Warranty; Records.

6.1 Consultant will comply with the requirements of the applicable laws, ordinances and/or regulations of which it has been informed by Client pursuant to Section 5.1 concerning the confidentiality of tax records. Consultant may publicly state that it performs Services for Client.

6.2 As used herein, the term “proprietary information” means all information, techniques, processes, services or material that has or could have commercial value or other utility for Consultant or in Consultant’s Business, including without limitation, (i) software, computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; (iii) desktop or web-based software; (iv) audit, tax or fee collection/administration or business processes, methods or routines; (v) marketing plans, analyses and strategies; (vi) materials, techniques and intellectual property used; and (vii) the Software and the Software’s documentation.

Except as otherwise required by law, Client must hold in confidence and may not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by Client in connection with this Agreement. The terms of this Section 6.2 do not apply to information that is public information; provided, however, that proprietary information will not qualify as public information if it became public due to Client’s (or its employees’ or agents’) disclosure.

6.3 If access to any software which Consultant owns is provided to Client as part of the Services under this Agreement (including, without limitation, if Client chooses to subscribe to such software and/or related reports as part of the Services pursuant to a Schedule to this Agreement) (such Consultant-owned software is, collectively, the “Software”), Consultant hereby provides a limited, non-exclusive, non-transferable license to Client (including such of Client’s staff as may be

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designated from time to time by Client and approved by Consultant in writing) to use the Software pursuant to and during the Term of this Agreement.

6.4 The Software must only be used by such authorized Client staff, and Client must not sublicense, sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software. The license granted hereunder does not imply ownership by Client or any of Client’s staff of the Software nor any rights of Client or any of Client’s staff to sublicense, transfer or sell the Software, or rights to use the Software for the benefit of others. Client may not create (or allow the creation of) any derivative work or product based on or derived from the Software or the Software’s documentation, nor modify (or allow the modification of) the Software or the Software’s documentation without the prior written consent of Consultant. In the event of a breach of this provision (and without limiting Consultant’s remedies), such modification, derivative work or product based on the Software or the Software’s documentation is hereby deemed assigned to Consultant. Upon termination of this Agreement or this Software license, this Software license will be deemed to have expired and Client must immediately deactivate, cease using and remove, delete and destroy all the Software (including, without limitation, from Client’s computers and network).

Consultant warrants that the Software will perform in accordance with the Software’s documentation.

6.5 Notwithstanding anything to the contrary in this Agreement (including any Schedule hereto), if access to any software which Consultant does not own is provided to Client as part of the Services pursuant to this Agreement (including pursuant to any Schedule hereto), Client hereby agrees (i) to comply with all of the terms and conditions imposed on Client’s access to such software (including, without limitation, by Consultant, such software’s owner, and pursuant to applicable law), and (ii) Consultant has no obligation during the Term of this Agreement or thereafter to provide Client with access to such software.

6.6 All documents, preliminary drafts, communications and any and all other work product related to the Services and provided by Consultant to Client either in hard copy or electronically are the joint property of Client and Consultant. This does not include the Software or any other software, any programs, any methodologies or any systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to Client in either hardcopy or electronic form, all of which may be protected by Consultant or third party copyrights or other intellectual property and remain Consultant’s or such third parties’ exclusive property (as the case may be). It is possible that any documents, drafts, communications or other work product provided to Client may be alleged to be public records under applicable law and/or may be discoverable through litigation. Well in advance of when Client may disclose such information in response to any request for public records, Client must notify Consultant in writing about the request and, if Consultant requests it, Client must apply for any potential exemption from disclosure that may exist under applicable law.

6.7 Subject to applicable law, Consultant is responsible for retaining all final documents and other final work product related to the Services for a period of not less than three (3) years from the date provided to Client. Retention of any other documents, preliminary drafts, communications and any and all other work product provided to Client by Consultant is the responsibility of Client. Consultant has no responsibility to retain any drafts, notes, communications, emails or other writings created or received by Client in the course of performing the Services (other

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than the final documents and other final work product related to the Services and provided to Client for the term of years referenced above).

7. Term and Termination.

7.1 The initial term of this Agreement commences as of the Agreement Date and, unless terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect until twelve (12) months from such date (the “Initial Term”). This Agreement will automatically renew for successive twelve (12) month terms unless earlier terminated as set forth in Section 7.2 or 7.3 or either party gives the other party written notice of non-renewal at least one hundred twenty (120) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

7.2 This Agreement may be terminated by either party for cause upon not less than forty-five (45) days’ prior written notice given to and received by the other party, if the other party has materially breached this Agreement through no fault of the notifying party and fails to (i) commence correction of such material breach within thirty (30) days of receipt of the abovereferenced written notice and (ii) diligently complete the correction thereafter.

7.3 In addition, either party may terminate this Agreement without cause upon not less than one hundred twenty (120) days’ prior written notice to the other party.

7.4 On termination, Client will pay Consultant for all Fees and other compensation (including for Litigation Services) earned and/or incurred through the termination date and will thereafter timely pay Consultant for all other Fees and compensation to which Consultant may be entitled pursuant to this Agreement (including the Schedules hereto).

8. Indemnification.

8.1 Client agrees to fully and promptly protect, indemnify, reimburse and hold harmless Consultant, its directors, officers, employees, agents, direct and indirect equity holders, and affiliates (collectively, “Consultant Group”) from and against any and all liabilities, losses, claims, damages, expenses, and costs (including, without limitation, for attorneys’ fees and costs) (each, a “Liability”, and collectively, “Liabilities”) which are (a) the direct or indirect result of any breach of any representation, warranty or covenant made by or given on behalf of Client under this Agreement, or (b) related to any action or failure to act on the part of any one or more of Consultant Group where such action or failure to act was reasonably and in good faith believed by any of Consultant Group at the time to be in conformity with this Agreement, or (c) otherwise related to or arising out of any act or omission of Client or its directors, officers, employees, agents, direct or indirect equity holders, or affiliates (collectively, “Client Group”). In this regard, Client hereby acknowledges that it is responsible for instructing Consultant regarding Consultant’s performance of Services under this Agreement, as well as the interpretation and meaning of the ordinances and/or regulations under which Consultant is performing Services under this Agreement.

8.2 Promptly after Consultant receives notice of the commencement of any proceeding for which it intends to make a claim for indemnification under this Agreement, it should notify Client, but the failure to so notify will not result in the loss of any rights of any of Consultant Group to indemnification hereunder except to the extent that Client does not otherwise become aware of such

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proceeding and is actually adversely affected thereby to a material extent. Client will assume the defense of Consultant Group (including the employment of legal counsel reasonably satisfactory to Consultant) and payment of such counsel’s fees and disbursements (including retainers). Should Consultant reasonably determine that separate counsel is necessary (whether due to the existence of different defenses, potential conflicts of interest or otherwise), or if Client has not assumed the defense, then any of Consultant Group may employ separate legal counsel, and Client will pay such counsel’s reasonable fees and disbursements as incurred (including retainers). The obligations of defense and indemnification under this Agreement apply, without limitation, to those situations where someone brings a cross claim for indemnity or contribution against any one or more of Consultant Group.

8.3 Client will not, without Consultant’s prior written consent, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not any of Consultant Group is an actual or potential party to such claim, action or proceeding or investigation), unless such settlement, compromise or consent includes an unconditional release of each of Consultant Group from all liability arising out of such claim, action, proceeding or investigation and includes an explicit disclaimer of responsibility of any kind on the part of Consultant Group.

9. Liability Limitations; Governing Law; Dispute Resolution.

9.1 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

9.1.1 Except for Consultant’s gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement, Client’s sole and exclusive remedies for any breaches of Consultant’s obligations under this Agreement (including, without limitation, for any breaches relating to the Services or the Software, including any breaches of warranty, express or implied) (i) are limited to making reasonable and necessary repairs, replacements or corrections without additional cost to the Client, and (ii) will not exceed, under any circumstances, the amount of the Fees paid by Client to Consultant for the twelve-month period prior to the alleged breaches, calculated without reference to any payments constituting the payment of costs or expenses. All amounts paid to Consultant hereunder are deemed first to be for the reimbursement of costs or expenses and then any excess will be regarded as payments for other portions of the Fees under this Agreement.

Any references to breaches of this Agreement will include any supplements, additions or amendments to this Agreement.

9.1.2 Except as may otherwise be expressly set forth in this Agreement, Consultant makes no warranty of any kind with respect to the Services or the Software, express or implied.

Consultant hereby disclaims all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non infringement. Consultant disclaims all warranties and responsibility for third party software.

9.1.3 In no event will any of Consultant Group be liable for any lost revenues or lost profits, or any special, incidental, or consequential damages of any nature whatsoever, even if such restrictions deprive one or more remedies of their essential purpose. This damage exclusion is independent of any remedies provided for herein.

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9.1.4 None of Consultant Group will have any Liability (whether direct or indirect, in contract or tort or otherwise) related to, arising out of, or in connection with this Agreement or to any of Client Group acting on any advice given or opinion rendered by any of Consultant Group, except to the extent that such Liability is found by a court of competent jurisdiction in a judgment which has become final and that it is no longer subject to appeal or review to have resulted solely from such Consultant Group’s willful misconduct or gross negligence.

9.1.5 No claim may be brought by Client against any one or more of Consultant Group arising out of this Agreement (including, without limitation, in connection with the Services or the Software) more than one year after the date on which such claim arose (regardless of the date when Client may have discovered a basis for the claim).

9.1.6 Client acknowledges that this Agreement is with Consultant in its capacity as a corporation or a limited liability company, and Client agrees that in no event will it seek to hold any of the Consultant Group (other than Consultant) responsible for any Liabilities.

9.2 The law of the State will govern the validity of this Agreement, its interpretation and performance, and any other claims related to it, without regard to the State’s conflict of laws rules. Venue for any legal action arising out of this Agreement will be proper only in the State courts or the federal courts located within the State. The parties hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise.

9.3 If either party is required to bring legal action to enforce its rights under this Agreement or as the result of a breach of this Agreement, the costs and expenses of the prevailing party, including reasonable attorneys’ fees, will be paid by the non-prevailing party.

9.4 A breach of this Agreement by either party may cause the other party hereto irreparable harm, the amount of which may be difficult to ascertain, and therefore such other party will have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party may deem appropriate. Such right is in addition to the remedies otherwise available to such other party at law or in equity. The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond.

10. General Legal Provisions.

10.1 Authorization to Proceed. Each Schedule must be signed by both Client and Consultant before such Schedule will be binding on the parties hereto.

10.2 Force Majeure. Consultant is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, epidemics, pandemics or other health emergencies, or other events beyond the control of Consultant.

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10.3 Amendment; Waiver. Any provisions of this Agreement (including, without limitation, any Schedules or provisions within any Schedules) may be amended or terminated if in writing and signed by both Client and Consultant. No waiver by any party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to be valid unless acknowledged by such party in writing, and such waiver will not extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.4 Severability and Survival. If any provision in this Agreement is held illegal, invalid or unenforceable, the enforceability of the remaining provisions will not be impaired thereby. Notwithstanding any other provisions of this Agreement (including, without limitation, Section 7), Sections 3, 5.5, 6, 7, 8, 9 and 10 will survive the termination of this Agreement.

10.5 No Third-Party Beneficiaries; Services Limited to Agreement. Except as set forth in Section 8, this Agreement gives no rights or benefits to anyone other than Client and Consultant and has no third-party beneficiaries. The Services to be performed for Client by Consultant are defined solely by this Agreement (including the Schedules), and not by any other contract or agreement that may be associated with performing the Services.

10.6 Assignment. This is a bilateral personal services agreement. Neither party will have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and
unenforceable. This Agreement is binding on the successors and assigns of the parties hereto. Notwithstanding anything to the contrary, Consultant may, from time to time, utilize one or more third parties to provide certain of the Services (including, but not limited to, as may be set forth in one or more of the Schedules).

10.7 Notices. All notices under this Agreement must be in writing and will be deemed to have been given when such notice is received (i) from United States Postal Service First Class Certified Mail, Return Receipt Requested, (ii) by courier service, or (iii) by email; provided, however, that notices received on a weekend or holiday or on a business day after 4:00 p.m. local time will be deemed to have been received on the next business day. Notices will, unless another address is specified in writing, be sent to the addresses indicated below (each of which must include a street address and an email address): Consultant: HdL Companies Attn: Maria Soto-Sanchez, Email:
[email protected] and Client: City of Irwindale, Attn: Kambiz Borhani [email protected].

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10.8 Entire Agreement; Conflict. This Agreement (which includes any Schedules or amendments dated as of the Agreement Date or hereafter, including without limitation, amendments of the main body of this Agreement or the Schedules that may add to, subtract from, modify or clarify the Term, the scope of Services and/or the amount of Fees) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter hereof. Should there ever be a conflict between the terms and conditions of any Schedules and the remainder of this Agreement as set forth in the main body of this Agreement, the terms and conditions of the remainder of this Agreement as set forth in the main body of this Agreement will prevail and be controlling; provided, however, that should there ever be a conflict between the terms and conditions of this Agreement (including any Schedules) and (i) any amendments hereof, the terms and conditions of the amendments hereof will prevail and be controlling, and (ii) the terms and conditions of any Schedule that expressly provides for them to supersede any terms and conditions of the main body of this Agreement, such terms and conditions of such Schedule will prevail and be controlling.

10.9 Counterparts; Electronic Signatures; Authority. This Agreement may be signed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signed signature pages of this Agreement transmitted by email or other electronic means in a portable document format (PDF) or other clear and visible electronic format will have the same legal effect as an original. Each of the persons signing on behalf of a party hereto represents that he or she has the authority to sign this Agreement on such party’s behalf.

10.10 No Adverse Construction. Both parties acknowledge having had the opportunity to participate in the drafting of this Agreement. This Agreement will not be construed against either party based upon authorship. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. [Signatures are on the next page]

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement through their duly authorized representatives as of the Agreement Date.

CONSULTANT:

Hinderliter de Llamas and Associates
By:

Gary Lott, COO
CLIENT:

City of Irwindale
By: ____
Julian A. Miranda, City Manager
[Any Schedule or Schedules may (but is/are not required to) be attached hereto]

EXHIBIT A

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SERVICES

1. Transactions Tax and Economic Analysis/Forecasting Services/Reports

1.1. Consultant shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure “IR” District boundaries holding a seller’s permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available.

1.2 Consultant shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

1.3. Consultant shall advise and work with CITY Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions.

1.4. Consultant shall make available to CITY the HdL proprietary software program and Measure “IR” database containing all applicable registration and quarterly allocation information for CITY business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

2. Deficiency/Allocation Reviews and Recovery

2.1. Consultant shall conduct on-going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the City.

Reviews shall include:

2.1.(a) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure “IR” City boundaries, and therefore subject to transactions tax.

2.1.(b) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the City boundaries.

2.1.(c) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.

2.1.(d) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure “IR” Transactions Tax District.

2.2. Consultant will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance CITY’s relations with the business community.

2.2. Consultant shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the CITY are recovered.

3. Consulting and Other Optional Services
Consultant may from time to time in its sole discretion, consult with City’s staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing

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agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage selfassessment of tax obligations, and (vii) other sales, use or transactions tax revenue-related matters.

FEES

4. Transactions Tax and Economic Analysis/Forecasting Services/Reports

4.1. Fees shall be paid $300 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and shall be paid by City no later than 30 days after the invoice date.

4.2. Consultant will increase the non-hourly Fees established above once a year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

5. Allocation and Audit Recovery Services

5.1. Fees shall be paid 25% of the initial amount of new transactions or use tax revenue received by the City because of audit and recovery work performed by Consultant, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or Consultant to be increment attributable to causes other than Consultant’s work pursuant to this agreement. In the event, Consultant is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be Consultant’s responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee. Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by Consultant and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. Consultant shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees.

6. Consulting and Other Optional Services

6.1. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.

6.2. Consultant may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to City will be given.

7. General Provisions Relating to Fees

7.1. Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by City.

7.2. Fees will be invoiced monthly to City for Services performed during the prior month. To the extent that Consultant has commercially reasonable means to do so, Fees will be netted out of City’s monthly revenue disbursement.

8. Confidentiality Information
Section 7056 of the State of California Revenue and Taxation Code (“R&T Code”) specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district’s officers and employees to examine state sales and use tax records. The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement:

1234663.6 Page 13 of 13

8.1. Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley-Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et.seq.

8.2. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTFA to examine the information.

8.3. Consultant is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement.

8.4. Consultant is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

9. Software Use and Proprietary Information
Software Use. Consultant hereby provides authorization to City to access Consultant’s Sales Tax website if City chooses to subscribe to the software and reports option. The website shall only be used by authorized City staff. No access will be granted to any third party without explicit written authorization by Consultant.

City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be deactivated.

Proprietary Information. As used herein, the term “proprietary information” means all information or material that has or could have commercial value or other utility in Consultant’s business, including without limitation: Consultant’s (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

1 ORDINANCE NO.781

AN ORDINANCE OF THE PEOPLE OF THE CITY OF IRWINDALE, CALIFORNIA ADDING CHAPTER 3.58 TO TITLE 3 OF THE IRWINDALE MUNICIPAL CODE TO

ENACT A SUPPLEMENTAL TRANSACTIONS AND USE TAX (SALES TAX) AT A RATE OF ONE-QUARTER OF A PERCENT (1/4%), EFFECTIVE AFTER LOS

ANGELES COUNTY MEASURE H EXPIRES OR REPEALS, TO BE ADMINISTERED

BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION WHEREAS, pursuant to California Revenue and Taxation Code section 7285.9, the City of Irwindale (“City”) is authorized to levy a Supplemental Transactions and Use Tax for general purposes, subject to majority voter approval; and WHEREAS, the People of the City desire to add Chapter 3.58 to Title 3 of the Irwindale Municipal Code establishing, effective after Los Angeles County’s Measure H expires or repeals, a Supplemental Transactions and Use Tax (“TUT”) until ended by voters, on the sale and/or use of all tangible personal property sold at retail in the City, at a rate of one-quarter of a percent (1/4%).

NOW, THEREFORE, ON THE BASIS OF THE FORGOING, THE PEOPLE OF THE CITY OF IRWINDALE AT THE NOVEMBER 5, 2024, GENERAL MUNICIPAL ELECTION DO RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. That the recitals in this Ordinance are true and correct and are incorporated herein by reference.

Section 2. This Ordinance shall be known as the “City of Irwindale Supplemental Transactions and Use Tax Ordinance”, the full text of which is set forth in Exhibit A, attached hereto and incorporated herein by reference
Section 3. Pursuant to California Government Code section 53724 and Revenue and Taxation Code section 7285.9, this Ordinance was duly approved for placement on the ballot by a minimum two-thirds (2/3) supermajority of all members of the City Council on August 2, 2024.

Section 4. Pursuant to California Elections Code section 9217, this Ordinance shall be deemed adopted and take effect only if approved by a majority of the eligible voters of the City of Irwindale voting at the General Municipal Election of November 5, 2024. It shall be deemed adopted when the City Council has certified the results of that election by resolution and shall take effect ten (10) days thereafter.

Section 5. The “Operative Date” for the City of Irwindale Supplemental Transactions and Use Tax Ordinance means the first day of the first calendar quarter commencing more than 110 days after the date this Ordinance is adopted and County Measure H is repealed or expired, as set forth in Section 4 above.

Section 6. This is a City Council-sponsored initiative Ordinance which otherwise would only be subject to amendment by the voters of the City. However, pursuant to Elections Code Section 9217, the City Council shall have and retain the right and authority to amend the Ordinance to further its purposes and intent (including but not

2 limited to amendment for more efficient administration as determined by the City Council) in any manner that does not increase a tax rate, or otherwise constitute a tax increase for which voter approval is required by Article XIII C of the California Constitution.

Section 7. The adoption of this Ordinance is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) (Public Resources Code Section §§ 21000 et seq.). CEQA Guideline § 15378(b)(4) provides that the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to a specific project that may result in a potentially significant physical impact on the environment are not projects subject to the requirements of CEQA.

Section 8. Pursuant to Article XIIIB of the California Constitution, the appropriations limit for the City of Irwindale is increased to the maximum extent over the maximum period of time allowed under the law consistent with the revenues generated by this tax.

Section 9. If any section, subsection, sentence, clause, or phrase of this Ordinance is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this Ordinance, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional due to the writs of mandate issued by the Court.

Section 10. The Mayor shall sign this Ordinance and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published and posted pursuant to the provisions of law in this regard. City staff are directed and authorized to inform and educate the public regarding the adoption of this Ordinance prior to it taking effect. This Ordinance shall only be in effect following the approval of a majority of the voters at an election on November 5, 2024, as certified by the election official.
[SIGNATURES ON FOLLOWING PAGE]

3 PASSED and ADOPTED by the voters of the City of Irwindale at an election held on November 5, 2024.

Albert F. Ambriz, Mayor
ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk
************************************
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Irwindale this 11th day of December 2024.

Albert F. Ambriz, Mayor
ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk

4 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF IRWINDALE )
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale do hereby certify that the foregoing Ordinance No. 781 was introduced for first reading at a special meeting of the City Council of the City of Irwindale held on August 7, 2024, and duly adopted at a regular meeting of the City Council of the City of Irwindale held on December 11, 2024, and was carried by the following-roll call vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Laura M. Nieto, MMC
Chief Deputy City Clerk

AFFIDAVIT OF POSTING
I, Laura M. Nieto, MMC, Chief Deputy City Clerk, certify that I caused a copy of Ordinance No. 781 adopted by the City Council of the City of Irwindale at its regular meeting held December 11, 2024, to be posted at the City Hall, Library, and Post Office on December 12, 2024.

Dated:

Laura M. Nieto, MMC
Chief Deputy City Clerk

5 EXHIBIT A
Chapter 3.58

SUPPLEMENTAL TRANSACTIONS AND USE TAX

3.58.010 Title.

This ordinance shall be known as the "City of Irwindale Supplemental Transactions and Use Tax Ordinance." The City of Irwindale hereinafter shall be called "City." This ordinance shall be applicable in the incorporated territory of the City.

3.58.020 Operative Date.
"Operative date" means the first day of the first calendar quarter commencing more than 110 days after the adoption of this ordinance by the electorate, the date of such adoption being as set forth below.

3.58.030 Purpose.

This ordinance is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes:

A. To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2 which authorizes the City to adopt this tax ordinance which shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose.

B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code.

C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides a measure therefore that can be administered and collected by the California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes.

D. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record keeping upon persons subject to taxation under the provisions of this ordinance.

6 3.58.040 Contract with State.

Prior to the operative date, the City shall contract with the California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of this supplemental transactions and use tax ordinance; provided, that if the City shall not have contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract.

3.58.050 Supplemental Transactions and Use Tax Rate.

For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the City at the rate one-quarter of a percent (1/4%) of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this ordinance.

3.58.060 Place of Sale.

For the purposes of this ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration.

3.58.070 Use of Tax Rate.

An excise tax is hereby imposed on the storage, use or other consumption in the City of tangible personal property purchased from any retailer on and after the operative date of this ordinance for storage, use or other consumption in said territory at the rate of one-quarter of a percent (1/4%) of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made.

3.58.080 Adoption of Provisions of State Law.

Except as otherwise provided in this ordinance and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this ordinance as though fully set forth herein.

3.58.090 Limitations on Adoption of State Law and Collection of Use Taxes.

In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code:

7 A. Wherever the State of California is named or referred to as the taxing agency, the name of this City shall be substituted therefor. However, the substitution shall not be made when:

1. The word "State" is used as a part of the title of the State Controller, State Treasurer, California Department of Tax and Fee Administration, State Treasury, or the Constitution of the State of California;

2. The result of that substitution would require action to be taken by or against this City or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this ordinance.

3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to:
a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code.

4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code.

B. The word "City" shall be substituted for the word "state" in the phrase "retailer engaged in business in this state" in Section 6203 of the Revenue and Taxation Code and in the definition of that phrase in Section 6203.

1. The words "A retailer engaged in business in the City" shall also include any retailer that, in the preceding calendar year or the current calendar year, has total combined sales of tangible personal property in this state or for delivery in the State by the retailer and all persons related to the retailer that exceeds five hundred thousand dollars ($500,000). For purposes of this section, a person is related to another person if both persons are related to each other pursuant to Section 267(b) of Title 26 of the United States Code and the regulations thereunder.

3.58.100 Permit not Required.

If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this ordinance.

3.58.110 Exemptions and Exclusions.

8 A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax.

B. There are exempted from the computation of the amount of transactions tax the gross receipts from:

1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government.

2. Sales of property to be used outside the City, which is shipped to a point outside the City, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the City shall be satisfied:
a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out-of-City address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and
b. With respect to commercial vehicles, by registration to a place of business out-of-City and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address.

3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance.

4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this ordinance.

5. For the purposes of subparagraphs (3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

9 C. There are exempted from the use tax imposed by this ordinance, the storage, use or other consumption in this City of tangible personal property:

1. The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance.

2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California.

3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance.

4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this ordinance.

5. For the purposes of subparagraphs (3) and (4) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

6. Except as provided in subparagraph (7), a retailer engaged in business in the City shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the City or participates within the City in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the City or through any representative, agent, canvasser , solicitor, subsidiary , or person in the City under the authority of the retailer or meets the requirements of a retailer engaged in business in the City in Section 3.58.090(B).

7. "A retailer engaged in business in the City" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the City.

10 D. Any person subject to use tax under this ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax.

3.58.120 Amendments.

All amendments subsequent to the effective date of this ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this ordinance.

3.58.130 Enjoining Collection Forbidden.

No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the City, or against any officer of the State or the City, to prevent or enjoin the collection under this ordinance, or Part 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected.

3.58.140 Severability.

If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the ordinance and the application of such provision to other persons or circumstances shall not be affected thereby.

3.58.150 Effective Date.

This ordinance levying the tax described herein shall be effective ten (10) days after the date on which the City Council has declared that the voters of the City of Irwindale have approved the ordinance by a vote of no less than a majority of the votes cast by the electors voting on the tax measure set forth in this ordinance at that special municipal election to be held on November 5, 2024.

3.58.160 Termination Date.

The authority to levy the tax imposed by this ordinance shall not expire unless terminated by lawful vote of the electorate or as required or authorized by law."

Item #24.H.

Date: December 11, 2024
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Amendment to Post Office Lease
City Manager's Recommendation:

That the City Council approve the Amendment to the Lease between the City of Irwindale and the United States Postal Service for the extension of the lease of the post office site located at 16025 Calle Del Norte, Irwindale and authorize the City Manager to enter into a lease renewal agreement with the United States Post Office and broker agreement with Jones, Lang LaSalle Americas, Inc. subject to City Attorney approval as to form.

Administrative Action:

Submitted / Prepared / Reviewed by:

Kambiz Borhani, Finance Director / City Treasurer
Reviewed by:

Adrian R. Guerra, City Attorney
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

On July 26, 1999, the City entered into the attached lease agreement with the United States

Postal Service for the operation of the Post Office at 16025 Calle Del Norte, Irwindale (Site).

Although the term of the lease does not expire until August 4, 2026, the Post Office is required to commence the process of renewing the lease by letting the City know that it wishes to exercise its renewal option.

On November 20, 2024, by its letter, a copy of which is attached, the Post Office informed the City of its interest in exercising its option to renew the lease at the lease rate of $24,960 per year. The letter also requires the City to enter into a separate agreement with Broker, Jones, Lang LaSalle Americas, Inc., to pay a market real estate commission in the amount of $4,800, equivalent to 3.85% of the total aggregate lease value. $4,800 over 5 years equal $960 a month, and staff negotiated that amount to be added to the annual $24,960 lease ($24,000 (rent) + $960 (commission)).

The proposed Lease Amendment will extend the term for an additional 4 years, 10 months, and 26 days, commencing on August 5, 2026, and ending on June 30, 2031.

As a Charter City, Irwindale may lease the Site in accordance with Government Code section 37380. In accordance with the lrwindale Charter, Section 607(h) states that:
"(h) Leases. No agreement for the lease of City owned real property to any person, for a non-municipal purpose, shall be valid unless the City Council finds that the property proposed for such lease is not required, and will not be so required during the term of the agreement, for municipal purposes." The approval of the Lease Amendment is exempt under the California Environmental Quality Act (CEQA) as an existing lease with no plan to modify or expand the facility. As such, the project is exempt from CEQA as a Class 1 Categorical Exemption per CEQA Guidelines, in Section 15301. Upon approval by the Council of the Lease Amendment, the City will file the appropriate Notice of Exemption.

Fiscal Impact:

The annual lease rate increased from $19,657 to $24,960. Rent revenue for the post office site is included in the General Fund.

Attachments:

1. USPS Letter Introducing the Broker

2. USPS Letter of Intent

3. USPS Lease Agreement

FACILITIES HEADQUARTERS
7029 ALBERT PICK RD SUITE 300
GREENSBORO, NC 27409-0300
WWW.USPS.COM
July 10, 2024
Dear Postal Service Landlord:

Jones Lang LaSalle Americas, Inc. (JLL) is a Real Estate Services Provider (“RESP”) for the Postal Service. JLL has experience and expertise in real property transactions and provides the Postal Service with real estate support services, including lease management and brokerage services.

As the Postal Service RESP, JLL will represent the Postal Service in your leasing transaction. Note, however, that only a warranted Postal Service contracting officer has authority to execute a lease on behalf of the Postal Service. The Postal Service anticipates that you and JLL will make appropriate arrangements for the payment of a commission to JLL for brokerage services pursuant to a separate agreement between you and JLL. The Postal Service understands that the rental rate may take such commission, along with other market-based factors, into account.

The Postal Service, through JLL, looks forward to working with you on this leasing transaction. In that regard, we appreciate your cooperation with JLL as the Postal Service RESP.

If you have any questions, please contact Tim Kastens, JLL Contract Executive at 202-533-2506 or at [email protected].

Sincerely,
Donald L. Mackey
Director, Facilities Leasing

Sent via Email
Nov 20, 2024

CITY OF IRWINDALE
5050 N IRWINDALE AVE
IRWINDALE, CA 91706-2192
[email protected]
RE: USPS Letter of Intent, BALDWIN PARK IRWINDALE BR (050480-002), 16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
Dear Landlord,
On behalf of the United States Postal Service, I am pleased to present for your consideration the enclosed Letter of Intent to renew the Lease for the above referenced Post Office location.

Additionally, I have included a DRAFT lease for your review.

I have also included for your reference a letter from the USPS regarding the outsourcing of its real estate transactions to Jones Lang LaSalle (JLL).

At your earliest convenience, please review and call Joseff Phillips at 720.418.8004 or [email protected] to discuss further. I appreciate your cooperation and look forward to working with you to achieve a mutually beneficial Lease Agreement.

Sincerely,
Joe Phillips
Transaction Manager
Jones Lang LaSalle
1225 Seventeenth Street, Suite 1900
Denver, CO 80202
T: +1 720 418 8004
[email protected] / jll.com
CC: Katie Burns

USPS Letter of Intent – BALDWIN PARK IRWINDALE BR (BALDWIN PARK, CA 91706-9997) Property ID: 050480-002 d Aug 29, 2024
Date Submitted: Nov 20, 2024
Submitted To: CITY OF IRWINDALE as representative of Landlord Submitted By: Jones Lang LaSalle Americas, Inc. as co-broker to Jones Lang LaSalle Americas, Inc., as representative of the Tenant Description of Requirement: Renewal of Lease
Response Date Requested: Please submit a written response in the space provided within seven (7) days of receipt.

Issue Proposal of Terms Landlord Response

1. Building: BALDWIN PARK IRWINDALE BR, 16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997

2. Landlord: CITY OF IRWINDALE, 5050 N IRWINDALE AVE, IRWINDALE, CA 91706-2192

3. Tenant: United States Postal Service shall be the entity defined in the lease agreement.

4. Lease Commencement Date: 8/5/2026

5. Lease Term: Five (5) years

6. USPS Lease Form: This transaction is subject to use of the United States Postal Service’s current standard lease form.

7. Premises: 1,500 square feet (net interior), please provide a current as-built floor plan and site plan outlining the Premises

8. Proposed Annual Rent: $24,960.00 per annum, inclusive of a market commission

9. Utilities/Services/Equipment: Per the terms of the current Lease Agreement: Utilities Services & Equipment Rider

10. Maintenance: Per the terms of the current Lease Agreement: USPS Responsibility, Partial

11. Real Estate Taxes: Per the terms of the current Lease Agreement: Landlord Responsibility

12. Parking: Please outline the current parking arrangement with the USPS; specifically the availability and location of reserved parking, handicap parking, and visitor parking.

13. Termination Option: Tenant shall have the right to terminate with at least 180 days advance written notice to Landlord (per the terms of the current lease.)

14. Renewal Option: Tenant shall have one (1) renewal options of five (5) years each with at least 30 days advance written notice to Landlord.

The annual rent for each option term shall be at a 7% increase over the prior term.

15. Commissions:

Tenant is represented by Jones Lang LaSalle Americas, Inc. as co-broker to Jones Lang LaSalle Americas, Inc.. Tenant requires Landlord to enter into a separate agreement with Broker, under which Landlord agrees to pay Broker a market real estate commission (“Commission”) in the amount of $4,800.00, equivalent to 3.85 percent (3.85%) of the total aggregate Lease value. The entire Commission shall be due and payable upon the execution of Lease Agreement or equivalent document.

16. Required Documentation:

Please provide the following documents with an accepted proposal:
• Copy of recorded Warranty Deed (confirming ownership) • Completed IRS Form W9 (confirming ownership)
• Signing Authority Documentation (e.g., Articles of Incorporation, Enabling Resolution, etc.) This is a non-binding document. This document is not intended, nor should it be interpreted, to be a lease or any other type of contract between Tenant and Landlord. Rather, this letter expresses the general desire of the parties to potentially conduct negotiations concerning a possible real estate lease transaction, with both parties acknowledging that other material terms have not been discussed and that there is no obligation to do so. Either Tenant or Landlord may, for any reason whatsoever or without cause, terminate discussions or negotiations at any time in each party’s sole and absolute discretion. Any such termination shall be without obligation or liability whatsoever. Notwithstanding any written or verbal communication(s), or series of communications, to the contrary, Tenant shall not be deemed to have entered into a lease or any other binding agreement unless and until (if at all) (i) the terms and conditions of any such lease or agreement shall have been fully negotiated by Tenant and Landlord, (ii) Tenant’s senior management and legal counsel shall have approved the terms and conditions of any such lease or agreement and shall have approved the execution of a formal document intended to evidence the same, and (iii) an authorized representative of both Tenant and Landlord shall have fully executed and delivered a formal agreement of lease to the other. Real estate brokers, tenant representatives, consultants and the like do not have authority to enter into oral or written agreements that are binding upon Tenant.

Agreed and accepted: ___________________ (sign) Name: ___________________________ Title: ____________________________________ Date:____________________

Nov 20, 2024

CITY OF IRWINDALE
5050 N IRWINDALE AVE
IRWINDALE, CA 91706-2192
SUBJECT: BALDWIN PARK IRWINDALE BR, 16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997 Expiration Date: 08/04/26
Dear United States Postal Service Landlord,
On behalf of the United States Postal Service (“Postal Service”), JLL is pleased to present the enclosed Lease Agreement for the above referenced property. Should you have feedback to the enclosed Lease Agreement, please contact me at 720.418.8004 or [email protected].

The following instructions have been added for your convenience to help expedite lease execution:
 Lease Agreement:
o Sign each copy of the agreement where indicated.
o Date each copy of the agreement on the designated line. o Signature(s) must be witnessed by two parties OR notarized.  Real Estate Conflict of Interest (COI) Certification Form:
o Complete one COI form for each per person who signs the lease. Sign and date where indicated.  IRS Form W-9:
o Complete items 1-7 where applicable, Part I, Part II, sign, and date where indicated.  Commission Agreement:
o Sign name, print name, and date where indicated.
 Evidence of Title: Provide Deed/Certificate of Transfer of Title. **PLEASE SIGN AND RETURN THIS LEASE PACKET AT YOUR EARLIEST CONVENIENCE**.

Using the enclosed envelope, please mail all requested forms with original signatures. Please note that postage is required. Upon acceptance and execution by the Postal Service, an original executed Lease will be returned to you.

Notice: All owners of record are advised to read the Lease thoroughly to ensure that each party is in agreement with the terms and conditions of this contract.

Respectfully,
Joseff Phillips
CC: Katie Burns

Lease
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Lease (Single-Tenant Form)
March 2021 Page 1 of 2
This Lease, by and between CITY OF IRWINDALE, ("Landlord") and the United States Postal Service ("USPS" or "Postal Service"), is made as of the Effective Date. The "Effective Date" shall mean the date the Postal Service executes this Lease.

In consideration of the mutual promises set forth and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. PREMISES: Landlord hereby leases to the Postal Service and the Postal Service leases from Landlord, the following premises (the "Premises") consisting of the entirety of the one story Concrete building having a street address of 16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997 (the "Building") situated upon the real property with an Assessor's Parcel Number of 8417-029-903 and legally described in Exhibit A attached hereto and by this reference incorporated herein (the "Property"). The Premises consists of approximately 1,500 net interior square feet of space and additional space, if any, as shown on Exhibit C, each of which is attached hereto and incorporated herein by this reference.

The Postal Service shall have the right to use any and all appurtenances and easements benefiting the Premises and the Property, including sidewalks, driveways, drive lanes, entrances, exits, access lanes, roadways, service areas, and parking areas, wherever located in or on the Property, which the Postal Service deems necessary or appropriate to support its intended use of the Premises and to exercise its rights under this Lease. Landlord shall not make any changes to the size, location, nature, use or place any installations upon the sidewalks and parking areas of the Property which impair the accessibility to or visibility of or ease of use of the Premises by the Postal Service and/or its customers, as reasonably determined by the Postal Service.

The Landlord has supplied the following systems and equipment:

1. Heating System

2. Air Conditioning System

3. Electrical Distribution System

4. Light Fixtures

5. Water Distribution System including hot water supply

6. Sewer or Septic System
The maintenance of these items is governed by the Maintenance Rider USPS Responsibility-Partial attached to this Lease (the "Maintenance Rider").

2. TERM: The Lease shall be effective as of the Effective Date but the term of this Lease and the obligations of the Postal Service, including the payment of any charges or rent under this Lease, shall be for a period of 4 years, 10 months, and 26 days commencing on August 05, 2026 ("Commencement Date") and ending on June 30, 2031, unless sooner terminated or extended as provided herein. If this Lease is extended, then such extended period shall also be referred to herein as the "term."

3. RENT: The Postal Service will pay Landlord an annual rent of: $24,960.00 ("Rent"), payable in equal installments at the end of each calendar month during the term. Rent for a part of a month will be prorated according to the number of days of the month occurring during term.

Rent shall be paid to:

CITY OF IRWINDALE
5050 N IRWINDALE AVE

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Lease (Single-Tenant Form)
March 2021 Page of 2 2
IRWINDALE, CA 91706-2192

4. RENEWAL OPTIONS: The Postal Service shall have the right to the following renewal options:

Period Annual
Rent
07/01/2031 06/30/2036 $26,707.00

N/A N/A N/A
provided that notice of exercise of each such renewal option is sent in writing, to the Landlord at least 30 days before the end of the initial Lease term and each renewal term. All other terms and conditions of this Lease will remain the same during any renewal term unless stated otherwise herein.

5. OTHER PROVISIONS: When used herein the term "lease" or "Lease" includes all of the following additional provisions, modifications, riders, layouts, and/or forms which were agreed upon prior to execution and made a part of this Lease.

General Conditions to USPS Lease
Exhibit A (Legal Description of Property)
Exhibit B (Parking Area)
Exhibit C (Premises Area)
Utilities and Services Rider
Maintenance Rider USPS Responsibility (Partial)

6. TERMINATION: In addition to its rights found elsewhere in this Lease, the Postal Service shall have the option to terminate this Lease at any time upon days prior written notice to Landlord. 180

7. CONFLICT OF INTEREST. To avoid actual or apparent conflicts of interest, the Postal Service requires the certification set forth on the signature page from Landlord. The Postal Service will be relying on the accuracy of the statements made by you in this certification. If Landlord's certifications below are false, or Landlord breaches the certification and fails to notify the Postal Service Contracting Officer as provided below, then the Postal Service may exercise any or all of the following remedies: (i) withhold Rent and all other payments and reimbursements due or to become due under this Lease until Landlord remedies the misrepresentation or the Postal Service waives such conflict of interest, (ii) terminate the Lease on a date set forth in the notice to Landlord without penalty, or (iii) exercise any other remedy it may have for damages or injunctive relief. [Conflict of Interest/Signature Page Follows]

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Conflict of Interest/Signature Page
March 2021 Page 1 of 1

CONFLICT OF INTEREST CERTIFICATION BY LANDLORD
LANDLORD: Please check all that apply in item A below and complete item B below if necessary.

The undersigned certifies to the Postal Service as follows:

A. (Check all that apply) Landlord is:
(i) ____ A Postal Service employee or a business organization owned or controlled by a Postal Service employee; (ii) ____The spouse of a Postal Service employee or a business organization owned or controlled by a spouse of a Postal Service employee; (iii) ____ A family member of a Postal Service employee or a business organization owned or controlled by a family member of a Postal Service employee; (Relationship) _________________
(iv) ____ An individual residing in the same household as a Postal Service employee or a business organization owned or controlled by an individual residing in the same house as a Postal Service employee;
(v) ____ None of the above.

B. If you checked any of A (i) through (iv) above complete as applicable:
(i) Postal Service Employee:
(Name) _______________________ (Title) ________________________ (Location) ________________________ (ii) Spouse who works for the Postal Service:
(Name) _______________________ (Title) ________________________ (Location) ________________________ (iii) Family member who works for the Postal Service:
(Name) _______________________ (Title) ________________________ (Location) ________________________ (iv) Household Member who works for the Postal Service:
(Name) _______________________ (Title) ________________________ (Location) ________________________ C. If you have checked "none of the above" and during the lease term or any renewal term, you do fall into any of the categories listed in A (i) through (iv) above, you must notify the Postal Service's Contracting Officer in writing within 30 days of the date you fall into any of the categories and shall include an explanation of which of the above categories now applies.

The person signing this Lease certifies under penalty of perjury that he/she/they has full power and authority to bind the Landlord named below.

LANDLORD NAME: CITY OF IRWINDALE
__________________________
Name:____________________
Witness
__________________________
Name: ____________________
Witness
Signature: __________________________
Print Name:

Title:

Date:
__________________________
Landlord's signature must be witnessed by two individuals, which shall sign where indicated above Telephone No: __________________________________________________________________________ Email Address: __________________________________________________________________________ (Official notices under the Lease are delivered pursuant to Section 10(n) of the General Conditions to USPS Lease) POSTAL SERVICE:

Signature: ________________________
Print Name: BRYAN PROVOST
Title: Contracting Officer
Date: ________________________

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Instructions
March 2021 Page 1 of 2
Instructions for Execution and Providing Supporting Documentation for Types of Landlord Entities Generally
a. All co-owners, whether entities or individuals, having a legal interest in the Premises must execute the Lease. b. All signatures must be witnessed by two individuals as indicated on the signature page. c. The Landlord must submit adequate evidence of title to the Premises. d. Landlord must complete the Conflict of Interest Certification on the signature page. Landlord's signature to the Lease also acts as Landlord's certification as to the truth of the information set forth in the completed Conflict of Interest Certification.

Individual, Administrator, or Trustee
a. Where the Landlord is an individual, Landlord must execute the Lease. If an individual Landlord is married, the spouse of the Landlord must also execute the Lease. Any individual may provide a power of attorney authorizing another individual to execute the Lease on their behalf. b. Where the Landlord is an administrator or an executor of an estate, Landlord must provide a certificate of the clerk of the court or certified copy of the court order showing the appointment of the administrator or executor, together with a certified copy of the will of the deceased. If there is no will, or in the event the will of the deceased does not specifically authorize the administrator or the executor to enter into a lease for the Premises, Landlord must provide a certified copy of the court order authorizing such administrator or executor to enter into a lease for the Premises.
c. Where the Landlord is a Trust/Trustee, Landlord must provide a certified copy of the instrument creating the trust or a certificate of trust executed by the trustee(s), together with any other evidence necessary to establish the trustee's authority to lease the Premises. The Lease must be executed by the Trustee(s) and any Beneficiary of the Trust who has the power to control the distribution of the assets of the Trust.

Partnership
a. If the Landlord is a partnership, Landlord must provide documentary evidence affirming the authority of the signatory(ies) to bind the partnership by executing the Lease. The usual evidence required to establish such authority is in the form of extracts from the partnership certificate, partnership agreement, a resolution signed by all general partners authorizing the signatory to execute the Lease, or a sworn statement of a general partner.

Any resolutions, sworn statements or powers of attorney must specifically identify the Premises, the parties to the Lease and that names and official titles of the partner(s) who are authorized to execute the Lease. b. If the Landlord is a general partnership, in the absence of a resolution, sworn statement, or power of attorney authorizing one partner to execute the Lease, each partner must execute the Lease. c. If the Landlord is a limited partnership, in the absence of a resolution, sworn statement, or power of attorney authorizing one partner to execute the Lease, all general partners must execute the Lease.

Corporation
Where the Landlord is a corporation, municipal corporation, non-profit organization, or fraternal order or society, Landlord must provide documentary evidence affirming the authority of the signatory, to execute the Lease on behalf of the entity. The usual evidence required to establish such authority is in the form of extracts from the articles of incorporation, or bylaws, or the minutes of a meeting of the board of directors duly certified by the custodian of such records, or a sworn statement of an officer of the entity. Any resolution or sworn statement

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Instructions
March 2021 Page 2 of 2
must specifically identify the property, the parties to the Lease and the names and official titles of the officer(s) who are authorized to execute the Lease.

Limited Liability Company (LLC)
Where the Landlord is an LLC, the Landlord must provide documentary evidence affirming the authority of the signatory, to execute the Lease to bind the LLC, for which they purport to act. The usual evidence required to establish such authority is in the form of extracts from the formation documents for the LLC, including, without limitation, the certificate of formation and limited liability company agreement, or a sworn statement of the manager or managing member of the LLC. Any resolution or sworn statement must specifically identify the property, the parties to the Lease and the names and official titles of the officer(s) who are authorized to execute the Lease.

Limited Liability Partnership (LLP)
Where the Landlord is a Limited Liability Partnership, the Landlord must provide documentary evidence affirming the authority of the signatory, to execute the Lease to bind the Limited Liability Partnership for which they purport to act. The usual evidence required to establish such authority is in the form of extracts from the formation documents for the limited liability partnership, including, without limitation, the certificate of formation and limited liability partnership agreement, or a sworn statement of the managing partner of the LLP. Any sworn statement must specifically identify the property, the parties to the Lease and the names and official titles of the officer(s)s who are authorized to execute the Lease.

1130569.1 Page 1 of 2

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(as required by the Civil Code)
Civil Code Section 2079.16 provides:
"The disclosure form required by Section 2079.14 shall have Sections 2079.13 to 2079.24, inclusive, excluding this section, printed on the back, and on the front of the disclosure form the following shall appear: DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code).

When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction.

SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations:

To the Seller:

A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties.

An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

BUYER'S AGENT
A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations:

To the Buyer:

A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent s duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections.

In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered.

The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on the reverse hereof. Read it carefully." I acknowledge receipt of a copy of this Agency Disclosure and California Civil Code Sections 2079.13 to 2079.24.

DATED: ___________________________
[ ] Buyer [ ] Seller
DATED: ___________________________
[ ] Buyer [ ] Seller
DATED: _____________________________________ BRE #_____________________ Broker
By: _________________________________ BRE#_____________________ Salesperson/Broker-Associate

1130569.1 Page 2 of 2
Civil Code Sections 2079.13 to 2079.24
2079.13. As used in Sections 2079.7, and 2079.14 to 2079.24, inclusive, the following terms have the following meanings: (a) “Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. (b) “Associate licensee” means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker’s agent in connection with acts requiring a real estate license and to function under the broker’s supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent. When an associate licensee owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions. (c) “Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. “Buyer” includes vendee or lessee. (d) “Commercial real property” means all real property in the state, except single-family residential real property, dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, mobilehomes, as defined in Section 798.3, or recreational vehicles, as defined in Section 799.29. (e) “Dual agent” means an agent acting, either directly or through an associate licensee, as agent for both the seller and the buyer in a real property transaction. (f) “Listing agreement” means a contract between an owner of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer. (g) “Listing agent” means a person who has obtained a listing of real property to act as an agent for compensation. (h) “Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent. (i) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (j) “Offer to purchase” means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller. (k) “Real property” means any estate specified by subdivision (1) or (2) of Section 761 in property that constitutes or is improved with one to four dwelling units, any commercial real property, any leasehold in these types of property exceeding one year’s duration, and mobilehomes, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (l) “Real property transaction” means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction, and includes a listing or an offer to purchase. (m) “Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer, and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year’s duration. (n) “Seller” means the transferor in a real property transaction, and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both a vendor and a lessor. (o) “Selling agent” means a listing agent who acts alone, or an agent who acts in cooperation with a listing agent, and who sells or finds and obtains a buyer for the real property, or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller. (p) “Subagent” means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349) of Chapter 1 of Title 9. However, “subagent” does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and, except as provided in subdivision (c), shall obtain a signed acknowledgment of receipt from that seller or buyer, except as provided in this section or Section 2079.15, as follows: (a) The listing agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement. (b) The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase, unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a). (c) Where the selling agent does not deal on a face-to-face basis with the seller, the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgment of receipt obtained for the selling agent from the seller) by the listing agent, or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address, in which case no signed acknowledgment of receipt is required. (d) The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase, except that if the offer to purchase is not prepared by the selling agent, the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer.
2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for an agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Contained in the beginning of this document.
2079.17 (a) As soon as practicable, the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent, exclusively as the seller's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the selling agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. (c) The confirmation required by subdivisions (a) and (b) shall be in the following form:
_______________________________________________ is the agent of (check one):0the seller exclusively; or 0 both the buyer and seller. (Name of Listing Agent)
________________________________________________is the agent of (check one):0the seller exclusively; 0 the buyer exclusively; (Name of Selling Agent if not the same as the Listing Agent) or 0both the buyer and seller. (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only, when the selling agent is also acting as the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship.
2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price, without the express written consent of the seller. A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price, without the express written consent of the buyer.

This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent does not, of itself, make that agent a dual agent.
2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure.

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Exhibits
March 2021 Page of 1 3
Exhibit A
[Legal Description of Property]
The legal description is as follows: Lot 4, Tract No. 23613, per map recorded in Book 873, Pages 99-100 of Maps, in the office of the County Recorder, County of Los Angeles, California.

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Exhibits
March 2021 Page of 2 3
Exhibit B
Parking Area
(If Applicable)
Intentionally Left Blank

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
Exhibits
March 2021 Page 3 of 3
Exhibit C
Premises Area
Lease Defined Space Measurements Sq ft
Rentable SF: 1,500
Total USPS Leased SF: 1,500
Total Property Site SF: 9,550
Exterior, Platform and Ramp: 120
Exterior Parking, USPS: 3,900
Area Comments

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 1 of 11

1. APPLICABLE CODES AND ORDINANCES
The Landlord shall comply with all codes and ordinances applicable to the ownership and operation of the Building and Property without regard to the Postal Service tenancy and obtain all necessary building permits, certificates of occupancy, and similar related items at no cost to the Postal Service. The Postal Service agrees (i) to comply with all applicable codes and ordinances to the operations of the Postal Service at the Premises, to the extent enforceable against the Postal Service, and (ii) when the Postal Service or one of its contractors (other than Landlord) is performing work at the Premises, the Postal Service will be responsible for obtaining applicable permits and related items and to pay the associated costs. Nothing herein shall be construed as a waiver of the Postal Service's sovereign immunity.

2. LANDLORD'S INTEREST
a. Landlord represents and warrants to the Postal Service that as of the Effective Date, (i) Landlord owns and holds fee title in and to the Building, the Premises and the Property; (ii) there are no encumbrances, liens, agreements, or covenants in effect that would materially interfere with the Postal Service's ability to operate its operations, materially impair the Postal Service's rights under this Lease, or materially increase the Postal Service's obligations under this Lease; and (iii) Landlord is unaware of any existing or impending condemnation plans, proposed special assessments or other adverse physical conditions relating to the Property (provided that if the Premises has been previously occupied by the Postal Service, then Landlord's representation regarding adverse physical conditions relating to the Property is limited to conditions that Landlord is responsible to maintain, repair, replace or remediate under this Lease). The term "Landlord" as used herein shall mean only the owner or owners, at the time in question, of the fee title (or a tenant's interest in a ground lease) of the Property. b. If this Lease provides for payments aggregating $10,000 or more to Landlord, claims for monies due or to become due from the Postal Service under it may be assigned by Landlord to a bank, trust company, or other financing institution, including any federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any assignment or reassignment must cover all amounts payable and must not be made to more than one party at a time, except that assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in financing this Lease. No assignment or reassignment by Landlord will be recognized as valid and binding upon the Postal Service unless a written notice of the assignment or reassignment, together with a true copy of the instrument of assignment and other reasonable documentation, including without limitation, a W-9, is filed with:

1. the Postal Service's Contracting Officer; and

2. the surety or sureties, if any, upon any bond.
c. Assignment by Landlord of this Lease or any interest in this Lease other than in accordance with the provisions of this clause will be grounds for termination of this Lease by the Postal Service. d. Nothing contained herein shall be construed so as to prohibit transfer of ownership of the Premises by Landlord, provided that:

1. such transfer is subject to this Lease;

2. a copy of the recorded deed or other official transfer instrument evidencing the transfer is provided to the Postal Service; and

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 2 of 11

3. Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to the Postal Service within 15 days after the date of transfer. In addition, both the original Landlord and the successor landlord shall execute the standard Certificate of Transfer of Title to Leased Property and Lease Assignment and Assumption form to be provided by the Postal Service within 15 days after receipt of such form from the Postal Service and the successor landlord shall provide other reasonable documentation, including without limitation, a W-9 and the standard Conflict of Interest Certification Form. If a transfer occurs due to the death or dissolution of the Landlord, the Postal Service may reasonably request such other documentation to evidence the transfer and ownership by the successor landlord, including but not limited to, a W-9 and an agreement to indemnify and hold harmless the Postal Service with respect to any claims by other parties of ownership interest in the Premises or entitlement to the Rent. The Postal Service shall be entitled to continue to pay Rent and give all notices to Landlord until it has received the foregoing from Landlord. Landlord shall deliver all such funds in which the Postal Service has an interest to Landlord's successor or assignee.

Provided Landlord's successor or assignee expressly assumes Landlord's duties and covenants under this Lease as required hereunder, Landlord shall be released from all liability toward the Postal Service arising from this Lease because of any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease. Nothing herein shall be deemed to relieve Landlord of any liability for its acts, omissions or obligations occurring or accruing up to and including the date of such assumption by Landlord's successor, and the Postal Service shall be free to exercise any and all remedies for a Landlord default against either the Landlord or a successor landlord, at the election of the Postal Service.

Notwithstanding anything to the contrary contained herein, in the case of new leased space projects, this Lease may only be assigned, or ownership of the property transferred following commencement of the fixed term, unless prior written consent is obtained from the Postal Service.

3. ASSIGNMENT/SUBLEASE BY THE POSTAL SERVICE
The Postal Service may sublet all or any part of the Premises or assign this Lease only with the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned, or delayed, but the Postal Service shall not be relieved from any obligation under this Lease by reason of any subletting or assignment. If Landlord fails to respond in writing to a written request to sublease or assign from the Postal Service within 30 days after receipt by Landlord of the Postal Service's written request, Landlord shall be deemed to have consented to such sublease or assignment, as applicable.

4. ALTERATIONS AND RESTORATION
a. The Postal Service shall have the right to make alterations, attach fixtures and erect additions, structures and install flags or signs in or upon the Premises or common areas; which fixtures, additions, structures, flags or signs so placed in, upon or attached to the Premises or common areas shall be and remain the property of the Postal Service and may be removed or otherwise disposed of by the Postal Service at any time and from time to time, including, without limitation, at the end of the term, subject to the provisions of Section 4b below. b. Upon expiration or termination of this Lease, the Postal Service shall remove its personal property and restore the Premises to a "broom clean" condition with any systems and structures for which the Postal Service is responsible (under the Maintenance Rider attached to this Lease) in working order. Except as provided to the contrary in the immediately preceding sentence, the Postal Service shall not be responsible to restore any condition due to reasonable and ordinary wear and tear, damages by the elements, or by circumstances over which the Postal Service has no control. The Postal Service at its sole option may, prior to the expiration or termination of the Lease, remove any or all of its alterations or improvements or elect to abandon the alterations or improvements in or on the Premises. If the Postal Service elects to abandon, the abandoned alterations and improvements shall

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 3 of 11
become the property of the Landlord and the Postal Service shall be relieved of any liability in connection therewith; provided, however, if following expiration of the Lease the Postal Service enters into a new lease agreement with Landlord to remain in the Premises, the Postal Service shall have continued responsibility for maintenance of such alterations or improvements which were installed by the Postal Service during the term of this Lease (and not by Landlord) in accordance with the Maintenance Rider attached to this Lease.

5. [RESERVED]

6. INSURANCE
a. Postal Service's Insurance. Landlord acknowledges that the Postal Service does not routinely purchase commercial insurance or maintain a separate account for potential claims, as is required to technically be considered "self-insured." Rather, the Postal Service is authorized to pay proper claims against it out of its general revenue fund and available credit, and is subject to suit for damages. Liability claims against the Postal Service are governed by the Federal Tort Claims Act, 39 U.S.C. §409(c), with the specific provisions being set forth at 28 U.S.C. §§1346(b), 2401(b), and 2671-2680. With respect to the issue of Workers' Compensation coverage, pursuant to 39 U.S.C. §1005(c), the Federal Employees' Compensation Act ("FECA"), 5 U.S.C. §§8101 et seq., is the exclusive remedy for all postal employees who sustain personal injuries on the job. While the Landlord is hereby waiving its standard insurance requirements for the Postal Service, if at any time the Postal Service assigns or subleases any portion of the Premises in accordance with the terms of this Lease to a non-governmental entity, Landlord has the right to impose its reasonable insurance requirements on the assignee and/or subtenant which are based on the assignee's and/or subtenant's proposed use of the Premises including the requirement that the assignee and/or subtenant reimburse Landlord for any increase in insurance premiums incurred by Landlord as a result of the assignee and/or subtenant's proposed use for the balance of the Term and any extensions, all as a condition of the assignment or sublease.
b. Landlord's Insurance. Landlord shall, at its own expense, obtain and keep in full force and effect, the following insurance from an insurance company with a Best's rating of at least A- and a Best's financial performance rating of at least 7. The insurance required to be carried by Landlord under this Section shall be referred to herein as "Landlord's Insurance." Upon request, Landlord shall provide the Postal Service with a copy of the certificate of insurance and either a premium bill evidencing Landlord's Insurance or a statement signed by Landlord's insurer confirming the date to which the premium has been paid in full, together with the appropriate form stating Landlord's insurance policy(ies) has been endorsed.
(i) Liability Insurance. Bodily injury, personal injury and property damage insurance, naming the Postal Service as an additional insured, insuring against claims of bodily injury or death, personal injury or property damage, arising out of or in connection with Landlord's acts or omission upon, in or about the Property, with an each occurrence limit of not less than $2,000,000 and a general aggregate limit of not less than $2,000,000.

Landlord's Insurance shall be primary with respect to any claim covered under such insurance and arising out of events that occur outside the Premises. Landlord shall have the right, but not the obligation, to increase the amounts or limits of insurance to such amounts as Landlord deems reasonably necessary. Landlord may, at Landlord's option, carry insurance required under this Section under an umbrella policy or policies for coverage amounts exceeding $1,000,000, provided that such umbrella policy or policies otherwise comply with the requirements of this Section.
(ii) Property Insurance. Insurance covering loss or damage to the Premises and the Property by reason of fire (extended coverage) and those perils included within the classification of "Special Form Causes of Loss"

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 4 of 11
insurance (with other appropriate endorsements), which insurance shall be in the amount of at least 90% of the full replacement value of the Premises (exclusive of excavation, footings, and foundations) as determined by insurance company appraisers or Landlord's insurance broker. (iii) Flood, Earthquake, and Tornado Insurance. Insurance covering loss or damage to the Premises and the Property by reason of flood, earthquake, or tornado, which insurance shall be in the amount in line with insurance carried by comparable property owners of comparable properties within the vicinity of the Property.

7. HAZARDOUS/TOXIC CONDITIONS CLAUSE
a. Definitions. As used in this Lease, the following terms have the following meanings:
"Environmental Laws" mean all federal, state or local statutes, laws, ordinances, rules or regulations, relating to protection of human health or the environment, including but not limited to (i) all laws relating to the release of Hazardous Materials into the air, surface water, groundwater or land, or relating to the reporting, investigation or remediation of, licensing, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials; (ii) all laws pertaining to the protection of the health and safety of employees; and (iii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq.; the Hazardous Materials Transportation Act as amended 49 U.S.C. §1801 et seq.; the Resource Conservation and Recovery Act, as amended 42 U.S.C. §6901 et seq.; and the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251 et seq.
"Hazardous Materials" mean (i) any toxic substance or hazardous waste, substance or related material, or any pollutant or contaminant that is or may hereafter be defined as or included in the definition of "hazardous substances," "toxic substances," "hazardous materials," "hazardous waste" or words of similar import under any and all Environmental Laws; (ii) petroleum, radon gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; and (iii) any substance, gas material or chemical that is or may hereafter be defined as or included in the definition of "hazardous substances," "toxic substances," "hazardous materials," "hazardous waste" or words of similar import under any Environmental Laws.
"Environmental Contamination" means the presence of any Hazardous Materials which includes the presence of friable asbestos materials at any level, in, on, or under the Property, the Premises, common areas or the Building, at levels that require reporting to the enforcing environmental regulatory agency and/or environmental response action (s) under applicable Environmental Laws.
"Asbestos-Containing Material" (ACM) means any material containing more than 1% asbestos as determined by using the method specified in 40 CFR Part 763, Subpart E, Appendix E. "Friable asbestos material" means any ACM that, when dry, can be crumbled, pulverized, or reduced to powder by hand pressure. b. Landlord Certification. By execution of this Lease, the Landlord certifies that, to the best of its knowledge and excluding any written disclosures made to the Postal Service: (i) the Property and Premises are free of Environmental Contamination; (ii) there are no undisclosed underground storage tanks or associated piping on, in, or under the Premises or Property; (iii) there are no ACMs, radon, lead-based paint, or lead piping or solder in drinking water systems, or in or on the Property; and (iv) Landlord has not received, nor is Landlord aware of, any notification or other communication from any party concerning any environmental condition, or violation or potential violation of any Environmental Law, regarding the Property or its vicinity. If the Landlord becomes aware of any such conditions, potential conditions, or violations of any Environmental Laws regarding the Property or its

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 5 of 11
vicinity defined herein, subsequent to Lease commencement, Landlord must disclose the new information to the Postal Service as soon as possible, and under no circumstances later than 5 business days after first becoming aware.
c. Environmental Condition of the Premises.
(i) Unless due to the negligence of the Postal Service, if after the Commencement Date or any renewal thereof, Environmental Contamination is at any time identified on the Property, upon notification by the Postal Service, the Landlord agrees to remediate such Environmental Contamination to the extent required by Environmental Laws.

Prior to performing any work, Landlord must seek and receive written approval from the Postal Service Contracting Officer of the Landlord's contractor and scope of work, and such approval will not be unreasonably withheld. The foregoing notwithstanding, the Postal Service shall pay that portion of the costs of remediation of Environmental Contamination caused directly by the negligence of the Postal Service. (ii) In performance of any work under this Clause, Landlord and Landlord's agents, contractors, and consultants (" Landlord's Agents") shall provide all information and data obtained, generated or learned as a result the work, including all verified lab data and all consultant reports, studies and analysis to Postal Service as soon as they become available, but no later than the seven business days after receipt. In addition, if requested by Postal Service, Landlord and Landlords Agents shall promptly make available to Postal Service access to all raw data, whether or not verified. Landlord also shall provide Postal Service with copies of all correspondence, information and documents submitted by or received by Landlord or Landlord's Agents from any third party or any governmental authority relating to the work promptly upon its receipt and/or submission by Landlord or Landlord's Agents. Postal Service shall be permitted to have representatives present during all work, and Landlord and Landlord's Agents shall provide to Postal Service samples, copies of the results of on-site testing and visual inspections, and complete access to all samples and tests taken or conducted. (iii) If the Landlord fails to remove Environmental Contamination to the extent required by Environmental Law, or otherwise respond in accordance with Environmental Law, to any Environmental Contamination, with such diligence as will ensure its completion within the time specified in Postal Service notice to Landlord (or any extension thereof as may be granted at the sole discretion of the Postal Service), or fails to complete the work within said time, as provided in the Maintenance Rider, the Postal Service shall have the right to perform the work (by contract or otherwise), and recover the cost plus any administrative cost and/or interest, from the Landlord and from Rent and any other payments and reimbursements due or to become due to Landlord from the Postal Service or the federal government. Completion of the work by Postal Service shall not relieve Landlord of its responsibility to perform the work in the future. In addition, the Postal Service may proportionally abate the Rent and all other payments and reimbursements due or to become due under this Lease for any period the Premises, or any part thereof, are determined by the Postal Service to have been rendered untenantable or unavailable to it by reason of such condition. Alternatively, if Landlord fails to prosecute the work as required and the Postal Service determines that the Premises are untenantable or unfit for use or occupancy, with reasonable discretion, cancel this Lease in its entirety without liability. The remedies provided in this section are non-exclusive and are in addition to any remedies available to the Postal Service under applicable law. If non-friable ACM, whether disclosed by the Landlord prior to execution of this Lease or subsequently found in or on the Property after execution of this Lease, should become friable due to any cause other than the negligence of the Postal Service, the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM shall be performed by the Landlord at the Landlord's sole cost and expense. If ACM in or on the Property or the Building was rendered friable due to the negligence of the Postal Service (including any such negligence of the Postal Service under any prior lease or leases of the Premises), the Postal Service shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Postal Service's sole cost and expense. The parties agree as follows: (1) neither of the following shall constitute the negligence of the Postal

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 6 of 11
Service: (a) reasonable and ordinary wear and tear and (b) damages by the elements or by circumstances over which the Postal Service has no control; (2) to the extent a failure by the Postal Service to maintain the improvements containing ACM in accordance with the Postal Service's obligations under the Maintenance Rider in the current or a prior lease of the Premises causes asbestos in ACM in the Premises to become friable, such failure shall constitute the negligence of the Postal Service hereunder, and the Postal Service shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Postal Service's sole cost and expense; and (3) to the extent a failure by the Landlord to maintain the improvements containing ACM in accordance with the Landlord's obligations under the Maintenance Rider in the current or a prior lease of the Premises causes asbestos in ACM in the Premises to become friable, such failure shall constitute the negligence of the Landlord hereunder, and the Landlord shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Landlord's sole cost and expense.
(iv) Without limiting the foregoing, regardless of whether Landlord is required by this Lease to provide fuel for a heating system as set forth in the Utilities and Services Rider, any investigative and remediation cost associated with a release or suspected release of fuel from the heating system, including any fuel tank, shall be the responsibility of the Landlord, unless, and to the extent that, the release is caused by the negligence of the Postal Service, in which event the Postal Service shall be responsible for a portion of the investigative and remediation costs associated with the release to the extent such release was due directly to the Postal Service's negligence. d. Landlord Indemnification of Postal Service. The Landlord hereby indemnifies and holds harmless the Postal Service and its officers, agents, representatives, and employees from and against any and all claims, losses, damages, actions, causes of action, expenses, fees and/or liability resulting from, brought for, or on account of any violation of this clause or in any way arising out of or connected to Environmental Contamination on the Property, except that Landlord shall not be required to indemnify the Postal Service for, and to the extent of, that portion of Environmental Contamination caused directly by the negligence of the Postal Service. e. Landlord Rights to Contribution. Nothing stated herein is intended to limit the right of the Landlord or the Postal Service to make claims for contribution or cost recovery under applicable laws against each other or any other persons or entities responsible for such Environmental Contamination.

8. FORCE MAJEURE
In the event that either party shall be delayed or hindered in or prevented from the performance of any covenant, agreement, work, service, or other act required under this Lease to be performed by such party (a "Required Act"), and such delay or hindrance is due to causes entirely beyond its control such as riots, insurrections, martial law, civil commotion, war, acts or threats of terrorism, fire, flood, earthquake, delays by governmental authorities or other casualty or acts of God (a "Force Majeure Event"), then the performance of such Required Act shall be excused for the period of delay, and the time period for performance of the Required Act shall be extended by the same number of days in the period of delay. For purposes of this Lease, the financial inability of Landlord or the Postal Service to perform any Required Act, including (without limitation) failure to obtain adequate or other financing, shall not be deemed to constitute a Force Majeure Event. A Force Majeure Event shall not be deemed to commence sooner than 15 days before the date on which the party who asserts some right, defense or remedy arising from or based upon such Force Majeure Event gives written notice thereof to the other party hereto. If abnormal adverse weather conditions are the basis for a claim for an extension of time due to a Force Majeure Event, the written notice shall be accompanied by data substantiating (i) that the weather conditions were abnormal for the time and could not have been reasonably anticipated and (ii) that the weather conditions complained of had a significant adverse effect on the performance of a Required Act. To establish the extent of any delay to the performance of a Required Act due to abnormal adverse weather, a comparison will be made of the weather for the

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 7 of 11
time of performance of the Required Act with the average of the preceding ten (10) years climatic range based on the National Weather Service statistics for the nearest weather reporting station to the Premises. No extension of time for or excuse for a delay in the performance of a Required Act will be granted for rain, snow, wind, cold temperatures, flood or other natural phenomena of normal intensity for the locality where the Premises are located.

9. CLAIMS AND DISPUTES
a. This Lease shall be governed by federal law, including but not limited to, the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109) (the "Act").
b. Except as provided in the Act, all disputes arising under or relating to this Lease must be resolved under this clause.
c. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this Lease. However, a written demand or written assertion by the Landlord seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph d below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.
d. A claim by the Landlord must be made in writing and submitted to the Postal Service Contracting Officer for a written decision. A claim by the Postal Service against the Landlord is subject to a written decision by the Postal Service Contracting Officer. For Landlord claims exceeding $100,000, the Landlord must submit with the claim the following certification:
"I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief, that the amount requested accurately reflects the contract adjustment for which the Landlord believes the Postal Service is liable, and that I am duly authorized to certify the claim on behalf of the Landlord." The certification may be executed by any person duly authorized to bind the Landlord with respect to the claim. e. For Landlord claims of $100,000 or less, the Postal Service Contracting Officer must, if requested in writing by the Landlord, render a decision within 60 days of the request. For Landlord-certified claims over $100,000, the Postal Service Contracting Officer must, within 60 days, decide the claim or notify the Landlord of the date by which the decision will be made.
f. The Postal Service Contracting Officer's decision is final unless the Landlord appeals or files a suit as provided in the Act.
g. When a claim is submitted by or against a Landlord, the parties by mutual consent may agree to use an alternative dispute resolution (ADR) process to assist in resolving the claim. A certification as described in subparagraph d of this clause must be provided for any claim, regardless of dollar amount, before ADR is used. h. The Postal Service will pay interest on the amount found due and unpaid from:

1. the date the Postal Service Contracting Officer receives the claim (properly certified if required); or

Facility Name/Location
BALDWIN PARK - IRWINDALE BR (050480-002)
16025 CALLE DEL NORTE, BALDWIN PARK, CA 91706-9997
County: Los Angeles
Lease: Q90000910862
General Conditions to USPS Lease
March 2021 Page 8 of 11

2. the date payment otherwise would be due, if that date is later, until the date of payment. i. Simple interest on claims will be paid at a rate determined in accordance with the Act. j. Landlord must proceed diligently with performance of this Lease, pending final resolution of any request for relief, claim, appeal, or action arising under this Lease, and comply with any decision of the Postal Service Contracting Officer.
k. In the event of an alleged Postal Service default where the Postal Service has vacated the Premises, Landlord shall in all events have an affirmative obligation to use reasonable efforts to obtain another tenant for the Premises at a fair market rental and to otherwise mitigate its damages. In no event shall the Postal Service or Landlord be liable for any consequential, punitive, or special damages under this Lease. The parties agree that this restriction shall not apply to liquidated damages, if any, provided for in any workletter or other rider or attachment to this Lease.

10. GENERAL
a. Quiet Enjoyment. Without limiting any rights the Postal Service may have by statute or common law, Landlord covenants and agrees that, provided that the Postal Service is not in default under this Lease, and for so long as this Lease is in full force and effect, the Postal Service shall lawfully and quietly hold, occupy and enjoy the Premises during the term of this Lease from and after Landlord's delivery of the Premises to the Postal Service until the end of the term, without disturbance by Landlord or by any person having title paramount to Landlord's title or by any person claiming by, through or under Landlord. In the event of substantial, material or unreasonable interference with the Postal Service's tenancy by Landlord or its agents or contractors, the Rent and other payments and reimbursements due or to become due under this Lease all shall be equitably abated if the interference continues for more than 24 hours. In the event such interference shall continue for longer than 6 months, the Postal Service shall have the option to terminate this Lease or continue to operate with rent abatement until the interruption ceases. Notwithstanding the foregoing, in the event that, as a result of any substantial, material or unreasonable interference, the Postal Service is legally required to move any of its operations, then Landlord shall reimburse the Postal Service for the actual reasonable costs incurred in connection with such move. b. Exterior of Building. Landlord shall not place, or allow any other person or entity to place, any advertising, bas reliefs, murals or other decorations on the exterior walls of the area in which the Premises is located nor shall Landlord place, or allow any other person or entity to place any additional landscaping or plantings in such area in excess of that landscaping or planting in existence at the commencement of this Lease. Nothing stated herein is intended to prohibit Landlord from replacing the landscaping or plantings in existence at the commencement of this Lease as needed.
c. Recording. Not Applicable
d. Subordination, Non-Disturbance and Attornment Agreement. Not Applicable e. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. f. Interpretation. Section headings are not a part hereof and shall not be used to interpret the meaning of this Lease. This Lease shall be interpreted in accordance with the fair meaning of its words and both parties certify they