Lakewood City Council
December 10, 2024

Rate Sheet
*updated 12/05/2024
IDS Group, Inc.
2025 Lakewood Rate Sheet
Principal $184
Associate Principal $173
Senior Project Manager ½ Associate $166
Senior Planner $166
QA/QC Manager $166
Registered Architect or Engineer $155
Project Manager $155
Senior Architect or Engineer $146
Senior Cost Estimator $138
Project Architect or Engineer $138
Senior Designer $134
Designer Architect or Engineer $126
Spec Writer $126
Engineering Designer - BIM $109
Architectural Job Captain | Designer $104
CAD Drafting Engineer | Architect $93
Office Administration $57
Rates adjusted annually based on the consumer price index (CPI) Expenses such as, but not limited to, plan check fees, permits, inspections, testing services, title company fees, special delivery charges, plotting/ presentation boards, maps, aerial photographs, and reprographics/ illustrations that may be required for community or other stakeholder presentation, shall be billed to the owner at Consultant’s direct cost plus 10%.

Title – Association Hourly Rate
RESOLUTION NO. 2024-69

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAKEWOOD AUTHORIZING THE EXECUTION AND

DELIVERY OF A LEASE PURCHASE AGREEMENT AND AN

ESCROW AGREEMENT WITH RESPECT TO THE

ACQUISITION, FINANCING AND LEASING OF CERTAIN
EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE

EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN
CONNECTION THEREWITH; DECLARING THE INTENTION

TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF
THE LEASE PURCHASE AGREEMENT; AND AUTHORIZING

THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE

CONSUMMATION OF THE TRANSACTIONS

CONTEMPLATED BY THIS RESOLUTION
WHEREAS, the City of Lakewood (the “City”) has determined to enter into an energy services contract (the “Contract") with Southland Industries, a California General Stock Corporation (“Southland”) for the design, procurement and installation of energy efficient HVAC, lighting retrofits, electric upgrades, roof replacement and other conservation measures as defined in Government Code section 4217.11 at various City sites (collectively, the "Project"); and WHEREAS, the City is authorized by the laws of the State of California to purchase, lease, receive, hold, and enjoy real and personal property, and control and dispose of it for the common benefit, and to enter into contracts with respect thereto; and WHEREAS, the City desires to acquire and lease the equipment constituting the Project for the common benefit in the estimated amount financed of $10,500,000 (the “Equipment”); and WHEREAS, the Project is essential for the City to perform its governmental functions; and WHEREAS, in order to finance the acquisition and installation of the Equipment, the City proposes to enter into a Lease Purchase Agreement (the “Agreement”) with TD Equipment Finance, Inc. (or one of its affiliates), as lessor (the “Lessor”), the form of which has been presented to this City Council at this meeting; and
WHEREAS, the funds made available by the Lessor under the Agreement will be deposited pursuant to the terms of an Escrow Agreement (the “Escrow Agreement”) among the City, the Lessor and U.S. Bank National Association (or one of its affiliates), as escrow agent, the form of which has been presented to this City Council at this meeting; and Resolution No. 2024-69

WHEREAS, this City Council deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Agreement and the Escrow Agreement, and the other documentation related to the financing of the Equipment for the acquisition and leasing of the Equipment on the terms and conditions therein provided; and WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt obligations are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such obligations unless certain procedures are followed, one of which is a requirement that (with certain exceptions), prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure; and WHEREAS, it is in the public interest and for the public benefit that the City declares its official intent to reimburse the expenditures referenced herein; and WHEREAS, the information required to be obtained and disclosed by the City Council with respect to the Agreement by Government Code 5852.1 is set forth in Exhibit A to this Resolution.

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

SECTION 1. It is hereby found and determined that the terms of the Agreement and the Escrow Agreement, in the forms presented to the City Council at this meeting, are in the best interests of the City and for the common benefit. The City Council hereby approves a principal amount of the Rental Payments under the Agreement not exceeding $10,500,000.

The City hereby declares that it reasonably expects (i) to pay certain costs of the Project prior to the date of execution and delivery of the Agreement and (ii) to use a portion of the proceeds of the Agreement for reimbursement of expenditures for the Project that are paid before the date of execution and delivery of the Agreement.

SECTION 2. The proposed forms of the Agreement and the Escrow Agreement presented to this meeting, and on file with the City Clerk, are hereby found and determined to be in the best interests of the City to finance the acquisition and installation of the Equipment, and are hereby approved. The Mayor, the City Manager and the Director of Finance & Administrative Services (each an “Authorized Official”) are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Agreement and the Escrow Agreement in substantially said forms, with such changes therein as an Authorized Official may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 3. Each of the Authorized Officials and each of the other officers and employees of the City shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Resolution No. 2024-69

certificates and disbursement requests and any other tax certificates and agreements, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any tax certificates and other documents required to be delivered in connection with the Agreement and the Escrow Agreement. Each Authorized Official may authorize changes to the Agreement to provide for the lease of assets other than the Project if such Authorized Official, after consulting with the City Attorney, determines that leasing such other assets is necessary or reasonably required to consummate the transactions contemplated hereby. All actions to be taken by an Authorized Official may be taken by such Authorized Official or any assistant, deputy or designee, with the same force and effect as if taken by the Authorized Official.

All actions previously taken by an Authorized Official or other officers of the City in furtherance of this Resolution are hereby ratified and approved.

SECTION 4. Nothing contained in this Resolution, the Agreement, the Escrow Agreement, or any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power of the City, nor shall the breach of any agreement or covenant contained in the Agreement, the Escrow Agreement, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments as defined in and payable under the Agreement are limited obligations of the City, subject to annual appropriation by this City Council, as provided in the Agreement.

SECTION 5. Each of the Authorized Officials is hereby designated to act as authorized representatives of the City for purposes of the Agreement and the Escrow Agreement until such time as the City Council shall designate any other or different authorized representative for purposes of the Agreement or the Escrow Agreement.

SECTION 6. The appointments of Jones Hall, A Professional Law Corporation, as special counsel to the City in connection with the financing contemplated by this Resolution, and Harrell & Company Advisors, LLC, as municipal advisor to the City in connection with the financing contemplated by this Resolution, are hereby ratified and confirmed. An Authorized Official is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an agreement with the special counsel and the municipal advisor.

SECTION 7. The City Clerk shall certify to the adoption of this Resolution, and the same shall be effective immediately.

ADOPTED AND APPROVED THIS 10TH DAY OF DECEMBER, 2024.
___________________________________
Mayor
Resolution No. 2024-69

ATTEST:

City Clerk
Resolution No. 2024-69

EXHIBIT A

REQUIRED DISCLOSURES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1
The good faith estimates set forth herein are provided with respect to the Agreement in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by the City’s Municipal Advisor.

Principal Amount. The Municipal Advisor has informed the City that, based on the financing plan, its good faith estimate of the aggregate principal amount of the Rental Payments under the Agreement is $10,500,000 (the “Estimated Principal Amount”).

True Interest Cost. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, its good faith estimate of the true interest cost with respect to the Rental Payments under the Agreement, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the proceeds received, is 4.05%.

Finance Charge. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the assumed interest rate with respect to the Rental Payments, its good faith estimate of the finance charge with respect to the Agreement, which means the sum of all fees and charges paid to third parties and other costs associated with the Agreement, is $40,000.

Such fees and charges include fees for special counsel, municipal advisor, and title report costs.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the assumed interest rate with respect to the Rental Payments, its good faith estimate of the amount of proceeds expected to be received from the Agreement is $10,500,000.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the assumed interest rate with respect to the Rental Payments, its good faith estimate of the total payment amount, which means the sum total of all Rental Payments, plus the finance charge described above and ongoing administrative costs and not paid with the proceeds of the Agreement, calculated to the final term of the Agreement, is $13,525,000.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Rental Payments, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the execution and delivery of the Agreement being different than the date assumed for purposes of such estimates, (b) the actual principal amount of the Rental Payments being different from the Estimated Principal Amount, (c) the actual Rental Payments being different than the those assumed for purposes of such estimates, (d) the actual interest rate with respect to the Rental Payments being different than the assumed interest rate with respect thereto, or Resolution No. 2024-69

(e) alterations in the financing plan, delays in the financing, or a combination of such factors. The actual date of execution and delivery of the Agreement and the actual principal amount of the Rental Payments will be determined by the City based on the timing of the need for proceeds and other factors. The actual interest rate borne by the Rental Payments may differ from those assumed.

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LEASE PURCHASE AGREEMENT
This Lease Purchase Agreement (this “Agreement”), dated as of January 10, 2025, is made and entered into by and between TD EQUIPMENT FINANCE, INC., and its successors and permitted assigns (“Lessor”), and the CITY OF LAKEWOOD, , a municipal corporation and general law city organized and existing under the law of the State of California (“Lessee”).

RECITALS
WHEREAS, Lessee desires to lease and acquire from Lessor the Equipment (as defined herein) subject to the terms and conditions hereof;
WHEREAS, Lessee is authorized under the constitution and laws of the State of California (the “State”) to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I LEASE, FUNDING AND ACQUISITION OF EQUIPMENT
Lease. Lessor hereby agrees to sell, transfer and lease to Lessee, and Lessee hereby agrees to acquire, purchase and lease from Lessor the property described in the Equipment Schedule attached as Schedule 1 hereto and incorporated by reference herein, upon the terms and conditions set forth herein, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto (the “Equipment”).

Funding. Upon satisfaction (or waiver by Lessor) of the conditions set forth in Section 1.03, Lessor will cause an amount necessary to pay all or a portion of the costs to acquire and install the Equipment and certain costs related to the execution and delivery of this Agreement as specified in the Payment Schedule attached as Schedule 2 hereto and incorporated by reference herein (the “Funding Amount”) to be deposited into the escrow fund created under that certain Escrow Agreement dated as of even date herewith (the “Escrow Agreement”), among Lessor, Lessee and U.S. Bank National Association, as escrow agent (the “Escrow Agent”). As used herein, “Closing Date” means the date of Lessor’s payment of the Funding Amount.

Conditions Precedent. Lessor’s payment of the Funding Amount and the performance by Lessor of any of its obligations hereunder, are subject to the satisfaction the following:
(a) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor:
(i) the Escrow Agreement duly executed by Lessee and the Escrow Agent; (ii) a certified copy of the resolution, ordinance or other required official action by Lessee’s governing body, duly authorizing the execution and delivery of this Agreement and the Escrow Agreement and the performance by Lessee of its obligations hereunder and thereunder, substantially in the form attached hereto as Exhibit A or otherwise satisfactory to Lessor; (iii) an incumbency certificate for the authorized official(s) of Lessee executing this Agreement, the Escrow Agreement and any related certificates, documents and instruments, dated the Closing Date and substantially in the form attached hereto as Exhibit B or otherwise satisfactory to Lessor; (iv) evidence of insurance coverage or self-insurance as required by Article V; (v) an opinion of counsel to Lessee, dated the Closing Date and substantially in the form attached hereto as Exhibit C or otherwise satisfactory to Lessor; (vi) an opinion of qualified bond counsel or special tax counsel to Lessee as to the valid execution and delivery of this Agreement and excludability of the interest payable hereunder from gross 2 Internal
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income for federal income tax purposes, addressed to (or covered by a reliance letter addressed to) Lessor and dated the Closing Date;
(vii) a properly completed and executed IRS Form 8038-G; (viii) Uniform Commercial Code financing statement(s) and any other documents required by, prepared by and filed by Lessor to secure its interest in the Equipment and any other collateral with respect to this Agreement;
(ix) waivers of third parties holders of interests in the real property where the Equipment will be located, as Lessor may deem necessary;
(x) a performance contract between Lessee and the energy service contract or similar vendor engaged by Lessee (the “Energy Services Company”) to install the Equipment (the “Performance Contract”), executed by Lessee and the Energy Services Company; (xi) copies of payment and performance bonds as required by Section 5.03; and (xii) such other documents as may be reasonably requested by Lessor.

Delivery, Installation and Acceptance of Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location(s) specified in Equipment Schedule attached hereto and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. The Funding Amount shall be disbursed as provided in the Escrow Agreement. When the Equipment is delivered, installed and accepted, Lessee shall promptly deliver to Lessor an Acceptance Certificate, executed by an authorized official of Lessee, in the form attached hereto as Exhibit D. The insufficiency of the Funding Amount to pay all costs of the Equipment and any other costs related thereto shall not affect Lessee’s obligations under this Section 1.04.

ARTICLE II TERM; RENTAL PAYMENTS
Term. The term of this Agreement (the “Lease Term”) shall commence on the Closing Date and shall continue until the end of the current fiscal year of Lessee (the “Original Term”); provided that the Lease Term may be continued, at the option of Lessee, at the end of the Original Term or any renewal term of this Agreement, each having a duration of one year and a term coextensive with Lessee’s fiscal year or such earlier date specified in the Payment Schedule attached hereto (each a “Renewal Term”), up to the maximum Lease Term set forth in the Payment Schedule. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue this Agreement for the next Renewal Term, unless sooner terminated pursuant to this Agreement.

Rental Payments. Subject to Section 2.03 and Section 2.04, Lessee agrees to pay the rental payments in the amounts (the “Rental Payments”) and on the dates (each a “Payment Date”) as specified in the Payment Schedule. A portion of each Rental Payment is paid as interest and the balance is paid as principal, as specified in the Payment Schedule. All Rental Payments shall be paid to Lessor, at such place as Lessor may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments in lawful money of the United States of America from moneys legally available therefor.

Current Expense. The obligations of Lessee hereunder, including its obligation to pay the Rental Payments due in any fiscal year shall constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. THE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE’S LEGALLY AVAILABLE FUNDS

APPROPRIATED ON AN ANNUAL BASIS, AND NEITHER LESSEE, THE STATE, NOR ANY POLITICAL

SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE HEREUNDER FROM

A COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLE FUNDS APPROPRIATED BY LESSEE ON AN ANNUAL BASIS. Nothing herein shall constitute a pledge by Lessee of the full faith and credit or taxing power of Lessee. The Lessee official in charge of preparing Lessee’s budget will include in the budget request for each fiscal year the Rental Payments to become due during such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental 3 Internal
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Payments is a governmental function which Lessee cannot contractually commit itself in advance to perform.

Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available to permit Lessee’s continued utilization of the Equipment in the performance of its essential functions during the Lease Term.

Nonappropriation. If by the end of the then current fiscal year of Lessee, sufficient funds are not appropriated to pay the Rental Payments required hereunder for the following fiscal year (an “Event of Nonappropriation”), Lessee shall be deemed not to have renewed this Agreement for the following fiscal year, and this Agreement shall terminate at the end of the then current fiscal year, and Lessee shall not be obligated to pay Rental Payments beyond the then current fiscal year for which funds have been appropriated. Upon an Event of Nonappropriation, Lessee shall return the Equipment to Lessor in accordance with the requirements of Section

10.03. Lessee shall notify Lessor in writing no later than 30 days following an Event of Nonappropriation, but failure to provide such notice shall not operate to extend the Lease Term. If Lessee fails to return the Equipment or otherwise comply with Section 10.03, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of an amount equal to the Rental Payments that would thereafter have come due if this Agreement had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor’s instructions and for any other loss suffered by Lessor as a result of Lessee’s failure to take such actions as required hereunder. In addition, upon an Event of Nonappropriation, Lessor may, direct the Escrow Agent to release to Lessor any portion of the Funding Amount and any earnings thereon remaining on deposit in the escrow fund established under the Escrow Agreement and such amounts shall be applied in accordance with Section 3.03. The decision whether or not to budget and appropriate funds or to extend the Agreement for another fiscal year is within the sole discretion of the governing body of Lessee, and failure to appropriate funds as aforesaid is not an Event of Default hereunder.

Unconditional Rental Payments. Subject to Sections 2.03 and 2.04 hereof: (a) Lessee’s obligation to make Rental Payments and any other payments hereunder shall be absolute and unconditional; (b) Lessee shall make such payments when due and shall not withhold any of such payments pending final resolution of any disputes; (c) Lessee shall not assert any right of set-off or counterclaim against its obligation to make the Rental Payments or other payments hereunder and such payments shall not be abated due to any accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. failure to realize any energy savings with respect to the Equipment, disputes with the Energy Services Company or other manufacturer(s) or operation and maintenance provider(s) of the Equipment or any provider(s) of any energy savings guarantee related to the Equipment, failure of the Energy Services Company under the Performance Contract to deliver any Equipment or to perform any of its obligations thereunder for whatever reason, including bankruptcy, insolvency, reorganization or any similar event with respect to the Energy Services Company, or the failure or inability (for whatever reason) of Lessee to receive (or delay in receipt of) all or any portion of any rebate or any payment for guaranteed energy savings by the Energy Services Company under the Performance Contract; and (d) Lessee shall be obligated to continue to make payments required under this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain.

ARTICLE III PURCHASE AND PREPAYMENT
End of Lease Term. Lessee shall have the option to purchase all of the Equipment upon the expiration of the Lease Term and payment in full of all Rental Payments then due and all other amounts then owing hereunder, and the payment of $1.00 to Lessor.
(a) Optional Prepayment. Lessee shall have the option to prepay its obligations hereunder in whole, but not in part, on any date .Lessee shall give written notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the date on which the option will be exercised and shall pay to Lessor an amount equal to the applicable Purchase Price set forth in the Payment Schedule attached hereto (the "Purchase Price"). (b) Mandatory Prepayment from Excess Funding Amount. Any portion of the Funding Amount not applied to the costs of the Equipment and remaining in the escrow fund established under the Escrow Agreement 4 Internal
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on the earlier of (a) the expiration of the Escrow Period (as defined in the Payment Schedule) and (b) the date on which Lessee executes the final Acceptance Certificate, shall be applied by Lessor on any Rental Payment date to all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Lessor as prepayment to the remaining principal balance owing hereunder in the inverse order of Rental Payment dates.

Release of Lessor’s Interest. Upon timely receipt of all amounts required for the purchase of the Equipment pursuant to Section 3.01 or Section 3.02, this Agreement shall terminate, all of Lessor’s security interest in the Equipment shall terminate, and Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably request to evidence the termination of this Agreement and Lessor’s security interest in the Equipment, without warranty by or recourse to Lessor.

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
Representations and Warranties. Lessee represents and warrants to Lessor as of the Closing Date as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the “Code”), duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement and the transactions contemplated hereby, and to perform all of its obligations under this Agreement. (b) The execution and delivery of this Agreement have been duly authorized by all necessary action of Lessee’s governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement and the acquisition and financing of the Equipment by Lessee. (c) This Agreement has been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms. (d) The execution, delivery and performance of this Agreement by Lessee does not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee’s knowledge, threatened against or affecting Lessee, challenging Lessee’s authority to enter into this Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement. (f) If applicable, Lessee or Lessee’s governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during Lessee’s current fiscal year, and such moneys will be applied in payment of all Rental Payments due and payable during such current fiscal year. (g) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the Lease Term. (h) Lessee is the fee owner of the real estate where the Equipment is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other claim or encumbrance of any nature whatsoever (each, a “Lien”) on or with respect to such real estate. (i) The estimated total costs of the Equipment will not be less than the Funding Amount; (ii) the Equipment has been ordered or is expected to be ordered within six months after the Closing Date and the Equipment will be delivered and installed, and the Vendor fully paid, within 18 months from the Closing Date; (iii) Lessee will pursue the acquisition of the Equipment and the expenditure of the Funding Amount with due diligence; (iv) no sinking, debt service, reserve or similar fund will be maintained by Lessee with respect to the Rental 5 Internal
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Payments or pledged as security therefor; (v) the Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last Payment Date; (vi) there are no other obligations of Lessee which are being sold within 15 days of the Closing Date or are being sold pursuant to the same plan of financing as this Agreement, and are expected to be paid from substantially the same source of funds; (vii) if applicable, Lessee made a declaration of its intention to reimburse the costs of the Equipment to be reimbursed with the Funding Amount not later than 60 days after the date on which payment is made; (viii) the officer or official who has executed this Agreement on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of the Funding Amount; and (ix) the facts and estimates set forth in this paragraph are accurate and the expectations of Lessee set forth in this paragraph are reasonable. (j) None of this Agreement, Lessee’s financial statements furnished to Lessor, or any other agreement, document, certificate or written statement furnished to Lessor by or on behalf of Lessee in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in any material respect. There is no fact that Lessee has not disclosed in writing to Lessor that would cause a material adverse change in the business, assets, operations or condition, financial or otherwise, of Lessee.

Tax Covenants.
(a) Lessee covenants and agrees that it will (i) comply with all provisions of the Code and the Treasury Department regulations applicable to establishing and maintaining the excludability of the interest component of the Rental Payments from federal gross income pursuant to Section 103 of the Code; (ii) not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code including, without limitation, use by private persons or entities pursuant to contractual arrangements which do not satisfy Internal Revenue Service (“IRS”) guidelines for permitted management contracts, as the same may be amended from time to time; (iii) invest and reinvest moneys related to this Agreement from time to time in a manner that will not cause this Agreement to be classified as an “arbitrage bond” within the meaning of Section 148(a) of the Code; (iv) rebate an amount equal to excess earnings on invested proceeds of this Agreement to the federal government if required by, and in accordance with, Section 148(f) of the Code and make the determinations and maintain the records required by the Code; and (v) complete and timely file an IRS Form 8038-G with the IRS in accordance with Section 149(e) of the Code.

In addition, (y) Lessee will retain its records of all accounting and monitoring it carries out with respect to the Agreement for at least 3 years after the final Rental Payment or prepayment of the Rental Payments (whichever is earlier) and (z) the Lessee will comply with the provisions of the Certificate as to Arbitrage and the Certificate Regarding Use of Proceeds executed by the Lessee concurrently herewith. (b) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and reasonably acceptable to Lessee, that Lessor may not exclude the interest component of any Rental Payment from gross income for federal income tax purposes, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such determination, the amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest component of all Rental Payments due through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will restore to Lessor the same after tax yield on the transaction evidenced by this Agreement (assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay additional rent to Lessor on each succeeding Payment Date an amount that will maintain such after tax yield to Lessor. Lessor’s determination of the amount necessary to maintain its after-tax yield as provided in this Section 4.02(b) shall be conclusive (absent manifest error). (c) Qualification of the Agreement as a Hedge Bond.
(i) Qualified Investments. Beginning on the date hereof, and at all times prior to the final expiration of this Agreement, not less than 95% of this Agreement will be invested in Qualified Investments (as defined below). For purposes of this Section 4.02(c), amounts derived from the 6 Internal
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disposition or redemption of Qualified Investments and held pending reinvestment or prepayment of this Agreement for a period of not more than 30 days will be treated as Qualified Investments. (ii) Recordkeeping and Monitoring of Escrow Funds.
(A) Information Regarding Qualified Investments. The Lessee hereby covenants that it will record or cause to be recorded with respect to each Qualified Investment the following information:
(1) purchase date,
(2) purchase price,
(3) information establishing the fair market value of such Qualified Investment, (4) face amount,
(5) coupon rate,
(6) periodicity of interest payments,
(7) disposition price, and
(8) disposition date.
(B) Investment in Qualified Non-AMT Mutual Funds. The Lessee covenants that, with respect to each investment of Net Proceeds of the Agreement in a Qualified Non-AMT Mutual Fund (as defined below), in addition to recording the information set forth in subsection (c)(ii)(A) above, it will retain a copy of each IRS information reporting form and account statement provided to it by such Qualified Non-AMT Mutual Fund. In the event any such reporting form or other document received by the Lessee indicates that less than 97% of the income to the Lessee derived from such Qualified Non-AMT Mutual Fund in any three-month period is derived from Non-AMT Bonds, the Lessee will, within five business days after receipt of such notice, dispose of any investment in such Qualified Non-AMT Mutual Fund to the extent such investment is allocable to Net Proceeds of this Agreement.
(C) Quarterly Monitoring of Qualified Investments. The Lessee further covenants that it will monitor the investment of the Net Proceeds of this Agreement not less frequently than at the close of every three-month period during which any proceeds of this Agreement are invested in Qualified Investments.
(D) Retention of Records. The Lessee hereby covenants that it will retain the records referred to in subsection (c)(ii)(A) above, including each IRS information reporting form referred to in subsection (c)(ii)(B), with its books and records with respect to this Agreement 7 Internal
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until six years following the last date that any obligation comprising this Agreement is retired.
(iii) Arbitrage Investment Restrictions. Proceeds of this Agreement and the amounts on deposit in the aforementioned funds and accounts may be invested as follows:
(A) Proceeds of this Lease Agreement that are to be deposited into the Escrow Funds will be invested in Qualified Investments to the extent required by this Section 4.02(c) until such amounts are expended to pay costs of the Equipment. (B) Proceeds of this Lease Agreement that are intended to pay the costs of delivering this Lease Agreement that are not expended on the date hereof will be invested in Qualified Investments until such amounts are expended or transferred to the Escrow Funds. "Qualified Investments" shall mean (A) obligations the interest on which is excludable from gross income for federal income tax purposes under Section 103(a) of the Code and not treated as an item of tax preference under Section 57(a)(5)(C) of the Code ("Non-AMT Bonds"), (B) Demand Deposit State and Local Government Series securities and (C) stock in a regulated investment company to the extent that at least 95% of the income of such regulated investment company is interest that is excludable from gross income under Section 103 of the Code and not an item of tax preference under Section 57(a)(5)(C) of the Code (a "Qualified Non-AMT Mutual Fund"). A guaranteed investment contract or similar investment agreement (e.g., a forward supply contract, GIC, repo, etc.) does not constitute a Qualified Investment.
.

ARTICLE V INSURANCE
Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during the Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Purchase Price.

Insurance Requirements. All insurance policies required by Section 5.01 shall be taken out and maintained with insurance companies rated not less than “A” by A.M. Best Company and otherwise acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage (including cancellation) the insurer must provide written notice to the insured parties. No insurance shall be subject to any coinsurance clause. Each liability insurance policy shall be endorsed to name Lessor and its assigns as an additional insured party and each casualty and property insurance policy shall be endorsed to name Lessor and its assigns as lender's loss payee, in each case regardless of any breach of warranty or other act or omission of Lessee.

Lessee may self-insure against the risks described in Section 5.01 with the prior written consent of Lessor.

Surety Bonds. For a period ending with the delivery, installation and acceptance by Lessee of the Equipment, Lessee shall secure from the Energy Services Company, a payment and performance bond issued by a surety company authorized to do business in the State, rated not less than “A” by A.M. Best Company and otherwise satisfactory to Lessor in a sum equal to the entire amount to become payable under the Performance Contract.

ARTICLE VI ADDITIONAL OBLIGATIONS
Use and Maintenance of Equipment. Lessee shall, at its own expense, maintain the Equipment in good condition and proper working order, and shall make all necessary repairs and replacements to keep the Equipment in such condition. The Equipment will be used by Lessee only for the purpose of performing Lessee’s essential governmental functions. Lessee shall not install, use, operate or maintain the Equipment 8 Internal
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improperly, carelessly, in violation of any manufacturer’s guidelines or in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall have sole responsibility to maintain and repair the Equipment. Lessee shall keep (or in the case of Equipment constituting motor vehicles, house) the Equipment at the address specified in the Equipment Schedule attached hereto; provided that Lessee may change the location at which any Equipment is kept (or housed) with thirty (30) days prior written notice to Lessor specifying the address of the new location. Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. If Lessor reasonably determines that Lessee is not maintaining any of the Equipment in accordance with this Section 6.01, Lessor may (in addition to any other remedies it may have) require Lessee to enter into maintenance contracts for such Equipment in form approved by Lessor and with approved providers.

Taxes. Lessee shall pay all taxes, assessments and other charges which are assessed or levied against the Equipment or any part thereof, during the Lease Term, whether assessed against Lessee or Lessor. With respect to any taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term.

Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition will adversely affect the originally intended value, function or use of the Equipment.

Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien with respect to the Equipment other than the respective rights of Lessor and Lessee as herein provided.

Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such Lien if the same shall arise at any time.

Reporting. Lessee shall deliver to Lessor (i) its annual audited financial statements within 210 days after the end of each fiscal year, (ii) its annual budget for each fiscal year promptly following approval thereof, including written evidence that the Rental Payments for such fiscal year have been appropriated, and (iii) financial statements and information relating to the ability of Lessee to satisfy its obligations under this Agreement as may be reasonably requested by Lessor from time to time.

Advances. If Lessee shall fail to perform any of its obligations under Section 6.01, Section

6.02 or Section 6.04, or shall fail to maintain the insurance required by Article V, Lessor may (but shall not be required to) take such action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the Default Rate (as defined herein), from the date of the advance to the date of repayment.

Filing of Agreement. Except as required to comply with any continuing disclosure obligations under any applicable securities law or related agreement or undertaking that the Lessee may execute in the future, Lessee shall not file or submit, or permit the filing or submission, of all or any portion this Agreement, any document related to this Agreement, any default, event of acceleration, termination event, waiver, modification of terms or other similar events relating to this Agreement or any summary of the foregoing with the Municipal Securities Rulemaking Board (“MSRB”) (or any successor to the MSRB or similar entity or service) unless such document or portion thereof has been provided to the Lessor in advance for review and redaction to the extent required by Lessor and otherwise permitted under applicable MSRB rules or federal securities law, if any. Lessor is not responsible for the Lessee’s or any other entity’s compliance with any continuing disclosure obligations under any applicable securities law or related agreement or undertaking.

ARTICLE VII TITLE; SECURITY INTEREST; NO WARRANTIES BY LESSOR Title. During the Lease Term, legal title to all Equipment shall be in Lessee, subject to Lessor’s interests under this Agreement. Upon the occurrence of an Event of Default or upon termination of this Agreement due to an Event of Nonappropriation, title shall immediately vest in Lessor, free and clear of any right, title or interest of Lessee.
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Security Interest. As security for Lessee’s obligations to pay all Rental Payments and all other amounts due and payable and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due or existing or hereafter arising) hereunder, Lessee hereby grants to Lessor a first priority, security interest in any and all of the Equipment (now existing or hereafter acquired), the escrow fund established under the Escrow Agreement and any and all proceeds of the foregoing. Lessee agrees to execute and deliver to Lessor all necessary documents identified, requested and prepared by Lessor to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code financing statements and any amendments thereto and certificates of title or certificates of origin (or applications thereof) noting Lessor’s interest thereon.

Personal Property. For purposes of this agreement, as between the Lessor and Lessee, the Equipment is and shall at all times be and remain personal property and not fixtures.

No Warranties. Lessee acquires and leases the Equipment “AS IS.” Lessee acknowledges that Lessor did not manufacture the Equipment. Lessor does not represent the manufacturer, supplier, owner or dealer, and Lessee selected the Equipment based upon Lessee’s own judgment. Lessor makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or otherwise or as to the Equipment’s value, design, condition, use, capacity or durability. Lessee agrees that regardless of cause, Lessor is not responsible for, and Lessee will not make any claim against Lessor for, any damages, whether consequential, direct, special or indirect incurred by Lessee in connection with the Equipment.

Neither the manufacturer, supplier or dealer nor any salesperson, employee or agent of the manufacturer, supplier or dealer is Lessor’s agent or has any authority to speak for Lessor or to bind Lessor in any way. For and during the Lease Term, Lessor assigns to Lessee any manufacturer’s or supplier’s product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee’s sole expense. Lessee agrees that (a) all Equipment will have been purchased in accordance with Lessee’s specifications from suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer’s or supplier’s product warranties or guaranties, (d) no manufacturer or supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or supplier or any representative of said parties shall not be binding upon Lessor.

ARTICLE VIII RISK OF LOSS; CASUALTY
Risk of Loss. As between Lessee and Lessor, Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part for any reason whatsoever. No loss to the Equipment in and of itself shall relieve Lessee from the obligation to make any Rental Payments or to perform any other obligation hereunder. Proceeds of any insurance recovery will be applied to Lessee’s obligations under this Article VIII.

Notice of Loss. If a casualty occurs to the Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same, and Lessor shall make proceeds of any insurance recovery available to Lessee for such purpose.

Application of Proceeds. If Lessor determines that any item of Equipment has suffered a casualty loss that is beyond repair, then Lessee shall either: (a) immediately replace such Equipment with similar equipment in good repair, condition and working order free and clear of any Liens and deliver to Lessor a purchase order, bill of sale or other evidence of sale to Lessee covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment hereunder, and Lessor shall make proceeds of any insurance recovery available to Lessee for such purpose, or (b) on the next scheduled Payment Date, pay Lessor (i) all amounts owed by Lessee hereunder, including the Rental Payment due on such date, plus (ii) to the extent not included in the preceding clause (i), an amount equal to the applicable Purchase Price and Lessor shall make proceeds of any insurance recovery available to Lessee for such purpose. If the net proceeds of any insurance are insufficient to pay in full the cost of any repair, restoration, modification or improvement of the Equipment, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of available insurance proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Purchase Price for the Equipment, and Lessor shall make proceeds of any insurance recovery 10 Internal
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available to Lessee for such purpose. If Lessee makes any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article II.

Claims and Expenses. Lessee shall bear the risk of loss for, shall pay directly and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney’s fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of this Agreement. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorneys’ fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms hereof or which arise directly from the gross negligence or willful misconduct of Lessor.

ARTICLE IX ASSIGNMENT
Assignment by Lessor. Lessor may assign its rights, title and interest in and to this Agreement, the Equipment or the Escrow Agreement (including the escrow fund thereunder), and/or may grant or assign a security interest in this Agreement, the Equipment or any Escrow Agreement (including the escrow fund thereunder), in whole or in part, without obtaining the consent of Lessee, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the assignee and such assignment, transfer or conveyance shall be made only to banks, insurance companies or other financial institutions or their affiliates. LESSEE AGREES

NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.

Assignment and Subleasing by Lessee. Neither this Agreement nor the Equipment may be assigned, subleased, sold, transferred, pledged or mortgaged by Lessee.

ARTICLE X EVENTS OF DEFAULT; REMEDIES
Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder:
(a) Lessee’s failure to pay any Rental Payment or other amount required to be paid to Lessor hereunder within ten (10) days following the due date thereof, other than by reason of an Event of Nonappropriation; or
(b) Lessee’s failure to maintain insurance as required herein; or (c) With the exception of the above clauses (a) or (b), Lessee’s failure to perform or abide by any condition, agreement or covenant hereunder for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration; or
(d) Any statement, representation or warranty made by Lessee in this Agreement or in any writing delivered by Lessee pursuant hereto or in connection herewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; or (e) Reserved; or
(f) Lessee shall be in default under any other financing agreement executed at any time with Lessor or any Lessor affiliate; or
(g) A default by Lessee occurs under the Performance Contract; or 11 Internal
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(h) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization, moratorium or insolvency proceeding; or (i) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days.

Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without any further demand or notice to one or more or all of the following remedies:
(a) Lessor, with or without terminating this Agreement, may declare all Rental Payments payable hereunder to the end of the then-current fiscal year of Lessee to be immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable; (b) Lessor may terminate this Agreement and by written notice to Lessee direct Lessee to deliver the Equipment in the manner provided in Section 10.03. Lessor may thereafter dispose of the Equipment. If Lessor terminates this Agreement and disposes of any or all of the Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs and expenses (including, but not limited to, attorneys’ fees) incurred in securing possession of the Equipment; (ii) all costs and expenses incurred in completing the disposition of the Equipment; (iii) any sales or transfer taxes incurred in the disposition of the Equipment; (iv) any Rental Payments payable hereunder to the end of the then-current fiscal year of Lessee; (v) the outstanding principal component of Rental Payments; and (vi) any other amounts then due hereunder. Any disposition proceeds remaining after the requirements of clauses (i), (ii), (iii), (iv), (v) and (vi) have been met shall be paid to Lessee. No deficiency shall be allowed against Lessee, except with respect to any unpaid Rental Payments to the end of the then-current fiscal year of Lessee and unpaid costs and expenses incurred by Lessor in connection with the repossession and disposition of the Equipment;
(c) By written notice to the Escrow Agent, Lessor may direct the Escrow Agent to release any portion of the Funding Amount and any earnings thereon to Lessor, such sums to be credited to payment of Lessee’s obligations hereunder; and
(d) Lessor may exercise any other remedy available, at law or in equity, with respect to such Event of Default.

Return of Equipment; Release of Lessee’s Interest. Upon termination of this Agreement prior to the payment of all Rental Payments or the Purchase Price (whether as result of an Event of Nonappropriation or Event of Default), Lessee shall, within ten (10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Section 6.01; (b) if deinstallation, disassembly or crating is required, cause the Equipment to be deinstalled, disassembled and crated by an authorized manufacturer’s representative or such other service person as is satisfactory to Lessor; and (c) return the Equipment to a location in the continental United States specified by Lessor, freight and insurance prepaid by Lessee. In addition, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein.

Late Charge. To the extent permitted by applicable law, other than by reason of an Event of Nonappropriation, Lessee shall pay Lessor a charge on any Rental Payment or any other amount payable hereunder not paid on the date such payment is due at a rate equal to the interest rate set forth on the Payment Schedule, plus 5% per annum, or the maximum amount permitted by law, whichever is less (the “Default Rate”), from such date.
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No Remedy Exclusive. Each of the rights and remedies under this Agreement is cumulative and may be enforced separately or concurrently. No course of dealing or conduct between Lessor and Lessee shall be effective to amend, modify or change any provisions of this Agreement. No failure or delay by Lessor to insist upon the strict performance of any term, covenant or agreement of the Agreement, or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude Lessor from exercising any such right, power or remedy at any later time or times.

Costs and Attorneys’ Fees. Upon the occurrence of an Event of Default, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts payable hereunder, all of Lessor’s costs of collection, including reasonable attorneys’ fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid, and shall bear interest at the Default Rate. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys’ fees at trial and on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law.

ARTICLE XI MISCELLANEOUS PROVISIONS
Notices. All notices, requests and other communications to either party hereunder shall be in writing and shall be given to such party at its address or telecopier number set forth on the signature pages hereof or such other address or telecopier number as such party may hereafter specify. Each such notice, request or other communication shall be effective (a) if given by certified mail, 72 hours after such communication is deposited with the United States Postal Service with first class postage prepaid, addressed as aforesaid or (b) if given by any other means, including e-mail or facsimile, when delivered at the address, email address or telecopier number specified on the signature pages hereto or to such other addresses or telecopier numbers as specified in writing by a party to the other party hereunder, as evidenced by a confirmation report.

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the term “Lessor” means any person or entity to whom Lessor has assigned its right to receive Rental Payments hereunder.

Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Rules of Construction. Unless the context otherwise requires, (a) the singular of each term used in this Agreement includes the plural and the plural of each such term includes the singular, (b) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein), and shall include all exhibits, schedules, annexes and other attachments thereto, (c) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof, (d) any reference herein to any person shall be construed to include such person’s successors and permitted assigns, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (f) the terms “Article” and “Section” refer to an article or section of this Agreement and the terms “Exhibit” and “Schedule” refer to an exhibit or schedule to this Agreement, and (g) the symbol “$” refers to United States dollars or such coin or currency as at the time of payment is legal tender for the payment of public and private debts in the United States of America
Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter thereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. 13 Internal
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Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required to perfect, confirm, establish, reestablish, continue or complete the interests of Lessor in this Agreement, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intentions of this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.

Waiver of Jury Trial. To the extent permitted by applicable law, Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Agreement.

Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein, in no event shall this Agreement require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law. Any such excess interest or fees shall first be applied to reduce principal, and when no principal remains, refunded to Lessee. In determining whether the interest paid or payable exceeds the highest lawful rate, the total amount of interest shall be spread through the Lease Term so that the interest is uniform through such term.

USA Patriot Act Compliance Notification. Lessor hereby notifies Lessee that pursuant to the requirements of the USA PATRIOT Act (the “Patriot Act”), it is required to obtain, verify and record information that identifies Lessee, which information includes the name and address of Lessee and other information that will allow Lessor to identify Lessee in accordance with the Patriot Act. Lessee shall, promptly upon Lessor’s request, provide all documentation and other information that Lessor requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Relationship of Parties. Lessee acknowledges and agrees that (i) this Agreement and the transactions related thereto is an arm’s-length commercial transaction between Lessor and Lessee, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, Lessor is and has been acting solely as a principal and is not acting as the agent, advisor or fiduciary of Lessee, (iii) Lessor has not assumed an advisory or fiduciary responsibility in favor of Lessee with respect to the transactions contemplated hereby or the discussions, undertakings, and procedures leading thereto (regardless of whether Lessor or any affiliate thereof has provided other services or is currently providing other services to Lessee on other matters) and Lessor has no obligation to Lessee with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement, and (iv) Lessee has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate.

Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or clauses hereof.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and in making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually 14 Internal
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signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. [The remainder of this page is intentionally blank. Signature page follows.] [Signature Page to Lease Purchase Agreement]
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IN WITNESS WHEREOF, Lessor and Lessee hereto have caused this Lease Purchase Agreement to be executed and delivered, all as of the date first above written.

CITY OF LAKEWOOD,
Lessee
TD EQUIPMENT FINANCE, INC.

Lessor
By: ______________________________
Name:

Title:

By: ______________________________
Name:

Title:

Address: Address:
12000 Horizon Way, 4th Floor
Mount Laurel, NJ 08054
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SCHEDULE 1
Equipment Schedule

1. Equipment Description: The Equipment consists of the following:

2. Equipment Location: The Equipment is or will be located at:

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SCHEDULE 2
Payment Schedule

1. Closing Date: , 20

2. Funding Amount: $

3. Escrow Period: Period ending January 10, 2028 (if any portion of the Funding Amount remains in the escrow fund at a date later than January 10, 2027, upon request Lessee or Energy Services Company must provide project completion reports for review)

4. Interest Rate: %

5. Rental Payments:

Payment Date Principal Interest Rental Payment Outstanding Balance Purchase Price Total

6. Purchase Price: The Purchase Price is an amount equal to 101% of the outstanding principal balance of the Rental Payments, plus accrued interest to the prepayment date.

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EXHIBIT A
Form of

LESSEE RESOLUTION

A RESOLUTION OF AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE

PURCHASE AGREEMENT WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING ALL

OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS

CONTEMPLATED BY THIS RESOLUTION
WHEREAS, , a body politic and corporate duly organized and existing as a political subdivision of the (“Lessee”), is authorized by the laws of the State of to purchase, acquire and lease personal property for the benefit of Lessee and to enter into contracts with respect thereto; and WHEREAS, Lessee desires to purchase, acquire, finance and lease certain equipment with a cost not to exceed $ constituting personal property necessary for Lessee to perform essential governmental functions (the “Equipment”); and
WHEREAS, Lessee proposes to enter into that certain Lease Purchase Agreement (the “Agreement”), with TD Equipment Finance, Inc. (“Lessor”), the form of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the funds made available by Lessor under the Agreement will be deposited pursuant to the terms of that certain Escrow Agreement, among Lessee, the Lessor and US Bank National Association (the “Escrow Agreement”; and together with the Agreement, the “Financing Documents”) and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, the Equipment is essential for Lessee to perform its governmental functions; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, the governing body of Lessee deems it for the benefit of Lessee and for the efficient and effective administration thereof to enter into the Financing Documents and any other documentation necessary, convenient or appropriate for the purpose of the financing the Equipment on the terms and conditions described therein; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE, that Lessee is hereby authorized to execute and deliver the Agreement with principal components of rental payments in an aggregate amount not to exceed $ .

BE IT FURTHER RESOLVED, that the Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hereby approved. The Insert title of appropriate Lessee officer of Lessee and any other officer of Lessee with the power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents and any and all instruments, documents and certificates which may be required by or provided for in the Financing Documents or as may otherwise be required for or necessary, convenient or appropriate to the financing described in this resolution together with any changes, insertions and omissions therein as may be approved by the officer(s) who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Insert title of appropriate Lessee officer of Lessee and any other officer of Lessee with the power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same.

BE IT FURTHER RESOLVED, that the proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other A-2
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documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents.

BANK QUALIFIED ONLY BE IT FURTHER RESOLVED, that pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the “Code”), Lessee hereby specifically designates the Agreement as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3) of the Code.

BE IT FURTHER RESOLVED, that nothing contained in this resolution, the Agreement nor any other instrument shall be construed with respect to Lessee as incurring a pecuniary liability or charge upon the general credit of Lessee or against its taxing power, nor shall the breach of any agreement contained in this resolution, the Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon Lessee or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under the Agreement are special limited obligations of Lessee as provided in the Agreement.

BE IT FURTHER RESOLVED, that if any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

BE IT FURTHER RESOLVED, that this resolution shall take effect immediately.

Adopted and approved by the governing body of Lessee this day of 20 .

GOVERNING BODY OF LESSEE
By:_____________________________
Name:

Title:

Internal
Rev. Dec. 2018

EXHIBIT B
Form of

INCUMBENCY CERTIFICATE
The undersigned, the duly appointed and acting Title of Lessee (“Lessee”) certifies as follows:

1. The individuals identified below are the duly elected or appointed officers of Lessee holding the offices set forth opposite their respective names.

2. The individuals identified below have the authority on behalf of Lessee to enter into that certain Lease Purchase Agreement, dated as of Date (the “Agreement”) between such entity and TD Equipment Finance, Inc., and the documents, instruments and certificates contemplated therein.

Name Title Signature
Thaddeus McCormack City Manager
Jose Gomez Director of Finance/Admin. Svcs Dir.

3. Attached hereto as Exhibit A is a true and accurate copy of the resolution of Lessee dated as of Date approving the acquisition and financing of the property as described in the Agreement. The resolution is in full force and effect, have not been in any respect modified, revoked or rescinded and reflect all action taken by Lessee in connection with the approval of the financing contemplated by the Agreement.

IN WITNESS WHEREOF, I have duly executed this certificate as of Closing Date.

By:

Name:

Title:

Internal
Rev. Dec. 2018

EXHIBIT C
Form of

OPINION OF COUNSEL TO LESSEE
[Place on Letterhead of Counsel to Lessee]
Closing Date
TD Equipment Finance, Inc.
12000 Horizon Way, 4th Floor
Mount Laurel, NJ 08054
Re: Lease Purchase Agreement, dated as of Date, between TD Equipment Finance, Inc. and Lessee
Ladies and Gentlemen:
[I][We] have acted as counsel to Lessee (“Lessee”) in connection with the above-referenced transaction.

In such capacity, [I][We] have reviewed (a) an executed counterpart of that certain Lease Purchase Agreement, dated as of Date (the “Agreement”), by and between TD Equipment Finance, Inc. (“Lessor”) and Lessee, which, among other things, provides for the lease of certain property described therein (the “Equipment”), (b) an executed counterpart of that certain Escrow Agreement dated Date (the “Escrow Agreement” and, together with the Agreement, the “Financing Documents”), among Lessor, Lessee, and US Bank National Association, as escrow agent, (c) an ordinance(s) or resolution(s) of the governing body of Lessee which, among other things, authorize(s) Lessee to execute the Financing Documents and (d) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. Terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Agreement. Based upon foregoing, it is [my][our] opinion that:

1. Lessee is a political subdivision of the State of State (the “State”) within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State.

2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Financing Documents and to perform its obligations thereunder.

3. Each of the Financing Documents has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4. The authorization and execution of the Financing Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State.

5. The execution of the Agreement and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee.

6. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Financing Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment or other collateral thereunder.

This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Agreement.

Very truly yours,
Internal
Rev. Dec. 2018

EXHIBIT D
Form of

ACCEPTANCE CERTIFICATE
TD Equipment Finance, Inc.
12000 Horizon Way, 4th Floor
Mount Laurel, NJ 08054
Re: Lease Purchase Agreement dated as of [Date] (the “Agreement”) between TD Equipment Finance, Inc. and City of Lakewood (“Lessee”)
Ladies and Gentlemen:

I, the undersigned, hereby certify that I am the duly qualified and acting officer of Lessee and, with respect to the above-referenced Agreement, that:

1. The Equipment subject to the Agreement has been delivered and installed, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date hereof.

2. Attached hereto are true and correct copies of the manufacturers’ and dealers’ invoices for the Equipment.

3. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Agreement during the current fiscal year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current fiscal year.

4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists on the date hereof.

Date: _______________________
By: ______________________________
Name:

Title:
1 Internal

ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of January 10, 2025 (“Agreement”), is by and among the City of Lakewood, a general law city and municipal corporation (“Lessee”), TD Equipment Finance, Inc., a Maine corporation (“Lessor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”).

BACKGROUND
A. Lessee and Lessor have entered into a Lease Purchase Agreement dated as of December 1, 2024 (the “Lease”), relating to the acquisition and leasing of certain equipment defined in the Lease as the Equipment (the "Equipment"). It is a requirement of the Lease that the cost of such Equipment in the amount of $__________ (the "Lease Proceeds") be deposited into an escrow under terms satisfactory to the Lessor and the Lessee, for the purpose of fully funding the Lease.

B. Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it and any earnings thereon in accordance with the terms of this Agreement.

C. Lessee and Lessor have appointed the Representatives (as defined below) to represent them for all purposes relating to the funds to be deposited with Escrow Agent pursuant to this Agreement.

D. Lessee and Lessor acknowledge that (i) Escrow Agent is not a party to and has no duties or obligations under the Lease, (ii) all references in this Agreement to the Lease are solely for the convenience of Lessee and Lessor, and (iii) Escrow Agent shall have no implied duties beyond the express duties set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Definitions. The following terms shall have the following meanings when used herein:
“Business Day” shall mean any day, other than a Saturday, Sunday or legal holiday, on which Escrow Agent at its location identified in Section 15 is open to the public for general banking purposes.
“Escrow Funds” shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement, together with any interest and other income thereon. “Indemnified Party” shall have the meaning set forth in Section 11. “Joint Written Direction” shall mean a written direction executed by a Lessee Representative and 2 Internal
a Lessor Representative, delivered to Escrow Agent in accordance with Section 15 and directing Escrow Agent to disburse all or a portion of the Escrow Funds or to take or refrain from taking any other action pursuant to this Agreement.
“Lessee Written Direction” shall mean a written direction executed by a Lessee Representative, delivered to Escrow Agent in accordance with Section 7 and directing Escrow Agent to invest all or a portion of the moneys in the Escrow Fund.
“Lessee Representative” shall mean each person so designated on Schedule C hereto or any other person so designated in a writing signed by Lessee and delivered to Escrow Agent and a Lessor Representative in accordance with Section 15.
“Lessor Representative” shall mean each person so designated on Schedule C hereto or any other person so designated in a writing signed by Lessor and delivered to Escrow Agent and a Lessee Representative in accordance with the notice provisions of this Agreement. “Qualified Investments” shall mean (A) obligations the interest on which is excludable from gross income for federal income tax purposes under Section 103(a) of the Code and not treated as an item of tax preference under Section 57(a)(5)(C) of the Code ("Non-AMT Bonds"), (B) Demand Deposit State and Local Government Series securities and (C) stock in a regulated investment company to the extent that at least 95% of the income of such regulated investment company is interest that is excludable from gross income under Section 103 of the Code and not an item of tax preference under Section 57(a)(5)(C) of the Code (a "Qualified Non-AMT Mutual Fund"). A guaranteed investment contract or similar investment agreement (e.g., a forward supply contract, GIC, repo, etc.) does not constitute a Qualified Investment.

2. Appointment of and Acceptance by Escrow Agent. Lessee and Lessor hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

3. Deposit of Escrow Funds. Simultaneously with the execution and delivery of this Agreement, Lessor will transfer the Escrow Funds in the amount of $________, by wire transfer of immediately available funds, to an account designated by Escrow Agent. Escrow Funds shall be invested as pursuant to Section 7..

4. Disbursements of Escrow Funds.
(a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction substantially in the form of Attachment 1 hereto and received by Escrow Agent as set forth in Section

15. Such Joint Written Direction shall contain investment liquidation instructions and complete payment instructions, including funds transfer instructions or an address to which a check shall be sent.
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(b) Lessee and Lessor each agrees that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Lessee: [City to provide wire instructions for periodic distributions of Lease proceeds] Bank Name: __________________________
Bank Address: ________________________
ABA No.: ____________________________
Account Name: _______________________
Account No.: _________________________
(c) Prior to any disbursement, Escrow Agent must receive reasonable identifying information regarding the payee so that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or Form W-8, as applicable. All disbursements of Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 11 and Section 12.
(d) Lessee may deliver written notice to Escrow Agent in accordance with Section 15 changing funds transfer instructions, which notice shall be effective only upon receipt by Escrow Agent and after Escrow Agent has had a reasonable time to act upon such notice.

5. Suspension of Performance; Disbursement into Court. If, at any time, (a) a dispute exists with respect to any obligation of Escrow Agent hereunder, (b) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, Escrow Agent’s proper actions with respect to its obligations hereunder, or (c) the Representatives have not, within 60 days of receipt of a notice of resignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions:
(i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed.
(ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty and, to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Escrow Agent shall have no liability to Lessee or Lessor for suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise due 4 Internal
to any delay in any other action required or requested of Escrow Agent.

6. Lessor Direction. Upon written notice to the Lessee and Escrow Agent that an Event of Default (as defined in the Lease), an Event of Nonappropriation (as defined in the Lease) or the expiration of the Escrow Period (as defined in the Lease) has occurred, Escrow Agent shall disburse any Escrow Funds on deposit as directed in writing by Lessor, subject to (a) Lessor representing in such written direction that the direction is compliant with 2.04 of the Lease and (b) Lessor providing Lessee with a copy of such direction at the same time that it provide such direction to the Escrow Agent .

7. Investment of Funds. In the absence of further specific written direction to the contrary at any time that an investment decision must be made, Escrow Agent is directed to hold the Escrow Funds uninvested. Lessee and Lessor hereby direct escrow Agent to initially invest the Escrow Funds in the investment identified in Schedule A. Lessee may deliver to Escrow Agent a Lessee Written Direction changing the investment of the Escrow Funds, upon which direction Escrow Agent shall conclusively rely without inquiry or investigation; provided, however, that Lessee and Lessor, as applicable, warrant that no investment or reinvestment direction shall be given except in Qualified Investments in accordance with Section 4.02(c) of the Lease; provided further, however, that Escrow Agent will have no responsibility to verify or determine whether any investment is or continues to be a Qualified Investment and will not be directed to invest in investments that Escrow Agent determines are not consistent with Escrow Agent’s policies or practices. Lessee shall ensure that at all times, not less than 95% of the Escrow Funds are invested in Qualified Investments, provided that amounts derived from the disposition or redemption of Qualified Investments and held pending reinvestment or prepayment for a period of not more than thirty (30) days will be treated as Qualified Investments. Lessee and Lessor recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent shall not have any liability for any loss in an investment made pursuant to the terms of this Agreement. Escrow Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty as to the accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, Lessee and Lessor waive receipt of such confirmations.

Escrow Agent may, without notice to Lessee and Lessor, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder and shall not be liable for any loss, cost or penalty resulting from any sale or liquidation of any such investment. All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. With respect to any investment instruction received by Escrow Agent, Escrow Agent shall effectuate such instruction within three (3) Business Days of receipt. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in writing of any error or omission in any such account statement within 90 days after receipt shall conclusively be deemed confirmation and approval by Lessee and Lessor of such account statement.

8. Tax Reporting. (a) Escrow Agent has no responsibility for the tax consequences of this Agreement and Lessee and Lessor shall consult with independent counsel concerning any 5 Internal
and all tax matters. Lessee and Lessor jointly and severally agree to (i) assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement and (ii) request and direct the Escrow Agent in writing with respect to withholding and other taxes, assessments or other governmental charges, and advise the Escrow Agent in writing with respect to any certifications and governmental reporting that may be required under any applicable laws or regulations. Except as otherwise agreed by Escrow Agent in writing, Escrow Agent has no tax reporting or withholding obligation except to the Internal Revenue Service with respect to Form 1099-B reporting on payments of gross proceeds under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income earned on the Escrow Funds, if any. Escrow Agent shall have no responsibility for Form 1099-MISC reporting with respect to disbursements that Escrow Agent makes in an administrative or ministerial function to vendors or other service providers and shall have no tax reporting or withholding duties with respect to the Foreign Investment in Real Property Tax Act. (b) To the extent that U.S. federal imputed interest regulations apply, Lessee and Lessor shall so inform the Escrow Agent, provide the Escrow Agent with all imputed interest calculations and direct the Escrow Agent to disburse imputed interest amounts as Lessee and Lessor deem appropriate. Escrow Agent will rely solely on such provided calculations and information and will have no responsibility for the accuracy or completeness of any such calculations or information. Lessee and Lessor shall provide Escrow Agent a properly completed IRS Form W-9 or Form W-8, as applicable, for each payee. If requested tax documentation is not so provided, Escrow Agent is authorized to withhold taxes as required by the United States Internal Revenue Code and related regulations.
(c) Except as otherwise directed by Lessee and Lessor in writing, Escrow Agent will report, on an accrual basis, all interest or income on the Escrow Funds as being owned by Lessor for federal income tax purposes. If any accrued interest income attributed to Lessor is subsequently disbursed by Escrow Agent to Lessee, Lessee and Lessor shall jointly direct Escrow Agent in writing with respect to the appropriate tax treatment and reporting of such disbursements.

9. Resignation or Removal of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving sixty (60) days’ prior written notice to Lessee and Lessor specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Escrow Funds pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Lessee and Lessor giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. If Lessee and Lessor fail to jointly appoint a successor Escrow Agent prior to the effective date of such resignation or removal, Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses related to such petition shall be paid jointly and severally by Lessee and Lessor. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation or 6 Internal
removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

10. Duties and Liability of Escrow Agent.
(a) Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent’s permissive rights shall not be construed as duties. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any document other than this Agreement, including without limitation any other agreement between any of the parties hereto or any other persons even though reference thereto may be made herein and whether or not a copy of such document has been provided to Escrow Agent. Escrow Agent’s sole responsibility shall be for the safekeeping of the Escrow Funds in accordance with Escrow Agent’s customary practices and disbursement thereof in accordance with the terms of this Agreement. Escrow Agent shall not be responsible for or have any duty to make any calculations under this Agreement, or to determine when any calculation required under the provisions of this Agreement should be made, how it should be made or what it should be, or to confirm or verify any such calculation. Escrow Agent shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein.
(b) Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines, which determination is not subject to appeal, that Escrow Agent’s negligence or willful misconduct in connection with its material breach of this Agreement was the sole cause of any loss to Lessee or Lessor. Escrow Agent may retain and act hereunder through agents, and shall not be responsible for or have any liability with respect to the acts of any such agent retained by Escrow Agent in good faith. (c) Escrow Agent may conclusively rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent believes to be genuine and to have been signed or presented by the person purporting to sign it and shall have no responsibility or duty to make inquiry as to or to determine the truth, accuracy or validity thereof (or any signature appearing thereon). In no event shall Escrow Agent be liable for (i) acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document believed by Escrow Agent to have been created by or on behalf of Lessee or Lessor, (ii) incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action or (iii) any amount greater than the value of the Escrow Funds as valued upon deposit with Escrow Agent.
(d) Escrow Agent shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, attacks or intrusions, power failures, earthquakes or any other circumstance beyond its control. Escrow Agent shall not be obligated to take any legal action relating to the Escrow Funds, this Agreement or the Lease or to appear in, prosecute or defend any such legal action or to take any other action that in Escrow 7 Internal
Agent’s sole judgment may expose it to potential expense or liability. Lessee and Lessor are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. Escrow Agent shall have no liability to Lessee or Lessor, their respective heirs, legal representatives, successors and assigns, or any other party, should any of the Escrow Funds escheat by operation of law. (e) Escrow Agent may consult, at Lessee’s and Lessor’s cost, legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving this Agreement, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the advice of such counsel. Lessee and Lessor agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request relating to its duties hereunder. When any action is provided for herein to be done on or by a specified date that falls on a day other than a Business Day, such action may be performed on the next ensuing Business Day.
(f) If any portion of the Escrow Funds is at any time attached, garnished or levied upon, or otherwise subject to any writ, order, decree or process of any court, or in case disbursement of Escrow Funds is stayed or enjoined by any court order, Escrow Agent is authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders, decrees or process so entered or issued, including but not limited to those which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction; and if Escrow Agent relies upon or complies with any such writ, order, decree or process, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even if such order is reversed, modified, annulled, set aside or vacated.
(g) Escrow Agent and any stockholder, director, officer or employee of Escrow Agent may buy, sell and deal in any of the securities of any other party hereto and contract and lend money to any other party hereto and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude Escrow Agent from acting in any other capacity for any other party hereto or for any other person or entity. (h) In the event instructions, including funds transfer instructions, address change or change in contact information are given to Escrow Agent (other than in writing at the time of execution of this Agreement), whether in writing, by electronic delivery or otherwise, Escrow Agent is authorized but shall not be required to seek confirmation of such instructions by telephone call-back to any person designated by the instructing party on Schedule C hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be a person so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If Escrow Agent is unable to contact any of the designated representatives identified in Schedule C, Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to any one or more of Lessee’s or Lessor’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of City Manager or Finance Director, as Escrow Agent may select. Such 8 Internal
Executive Officer shall deliver to Escrow Agent a fully executed incumbency certificate, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Lessee and Lessor agree that Escrow Agent may at its option record any telephone calls made pursuant to this Section. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Lessee or Lessor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank so designated. Lessee and Lessor acknowledge that these optional security procedures are commercially reasonable.

11. Indemnification of Escrow Agent. Lessee and Lessor, jointly and severally, shall indemnify and hold harmless Escrow Agent and each director, officer, employee and affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and all claims (whether asserted by Lessee, Lessor or any other person or entity and whether or not valid), actions, proceedings, losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys’ fees, costs and expenses) (collectively, “Losses”) arising from this Agreement or Escrow Agent’s actions hereunder, except to the extent such Losses are finally determined by a court of competent jurisdiction, which determination is not subject to appeal, to have been directly caused solely by the negligence or willful misconduct of such Indemnified Party in connection with Escrow Agent’s material breach of this Agreement.

Lessee and Lessor further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party relating to the enforcement of Lessee’s and Lessor’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Lessee and Lessor jointly and severally. The obligations of Lessee and Lessor under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

12. Compensation of Escrow Agent.
(a) Fees and Expenses. Lessee and Lessor agree, jointly and severally, to compensate Escrow Agent upon demand for its services hereunder in accordance with Schedule B attached hereto. The obligations of Lessee and Lessor under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. (b) Disbursements from Escrow Funds to Pay Escrow Agent. Escrow Agent is authorized to, and may disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of expenses due and payable hereunder (including any amount to which Escrow Agent or any other Indemnified Party is entitled to seek indemnification hereunder). Escrow Agent shall notify Lessee and Lessor of any such disbursement from the Escrow Funds to itself or any other Indemnified Party and shall furnish Lessee and Lessor copies of related invoices and other statements.
(c) Security and Offset. Lessee and Lessor hereby grant to Escrow Agent and the other Indemnified Parties a first priority security interest in, lien upon and right of offset against the Escrow Funds with respect to any compensation or reimbursement due any of them hereunder 9 Internal
(including any claim for indemnification hereunder). If for any reason the Escrow Funds are insufficient to cover such compensation and reimbursement, Lessee and Lessor shall promptly pay such amounts upon receipt of an itemized invoice.
d) Allocation. Without limiting the joint and several nature of Lessor’s and Lessee’s obligations to compensate, reimburse and indemnify the Escrow Agent and other Indemnified Parties under this Agreement, Lessor and Lessee agree, solely as between themselves, that all amounts owing with respect to such obligations shall be paid by Lessee.

13. Representations and Warranties. Lessee and Lessor each respectively make the following representations and warranties to Escrow Agent:
(a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. (b) each of the applicable persons designated on Schedule C attached hereto has been duly appointed to act as its authorized representative hereunder and individually has full power and authority on its behalf to execute and deliver any instruction or direction, to amend, modify or waive any provision of this Agreement and to take any and all other actions as its authorized representative under this Agreement and no change in designation of such authorized representatives shall be effective until written notice of such change is delivered to each other party to this Agreement pursuant to Section 15 and Escrow Agent has had reasonable time to act upon it.
(c) the execution, delivery and performance of this Agreement by Escrow Agent does not and will not violate any applicable law or regulation and no printed or other material in any language, including any prospectus, notice, report, and promotional material that mentions “U.S.

Bank” or any of its affiliates by name or the rights, powers, or duties of Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Escrow Agent.
(d) it will not claim any immunity from jurisdiction of any court, suit or legal process, whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise.
(e) except for the first-priority security interest granted by Lessee to Lessor under the Lease, there is no security interest in the cash fund or any part thereof; no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

14. Identifying Information. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, Escrow Agent requires documentation to verify its formation and existence as a legal entity. Escrow Agent may require financial statements, licenses or identification and authorization documents from individuals 10 Internal
claiming authority to represent the entity or other relevant documentation. Lessee and Lessor agree to provide all information requested by Escrow Agent relating to any legislation or regulation to which Escrow Agent is subject, in a timely manner. Escrow Agent’s appointment and acceptance of its duties under this Agreement is contingent upon verification of all regulatory requirements applicable to Lessee, Lessor and any of their permitted assigns, including successful completion of a final background check. These conditions include, without limitation, requirements under the USA PATRIOT Act, the USA FREEDOM Act, the Bank Secrecy Act, and the U.S. Department of the Treasury Office of Foreign Assets Control. If these conditions are not met, Escrow Agent may at its option promptly terminate this Agreement in whole or in part or refuse any otherwise permitted assignment by Lessee or Lessor, without any liability or incurring any additional costs.

15. Notices. All notices, approvals, consents, directions and other communications hereunder (each, a “Notice”) must be in writing, in English, and may only be delivered (a) by personal delivery, or (b) by national overnight courier service, or (c) by certified or registered mail, return receipt requested, or (d) by email. Notice shall be effective upon receipt except for notice via email, which shall be effective only when the Lessor, by return email or notice delivered by other method provided for in this Section, acknowledges having received that email (with an automatically generated receipt or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section). Such Notices shall be sent to the applicable party or parties at the address specified below:
11 Internal
If to Lessee or Lessee Representative, at:

Jose Gomez
Director of Finance & Administrative Services
City of Lakewood
5050 Clark Ave., Lakewood CA 90712
Telephone: (562) 866-9771 x2601
E-mail:[email protected]
If to Lessor or Lessor Representative, at:

TD Equipment Finance, Inc.
12000 Horizon Way
Mt. Laurel, NJ 08054
Telephone:

E-mail:

If to Escrow Agent, at: U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust
Address: 6410 Southpoint Parkway, Suite 200
Jacksonville, Florida 32216
Telephone: 904-358-5377
E-mail: [email protected]
and to:

U.S. Bank National Association
ATTN: Susan Selser
Trust Finance Management
West Side Flats St. Paul
60 Livingston Ave
Saint Paul, Minnesota 55107
Telephone: 651-466-6090
E-mail: [email protected] and
[email protected]
or to such other address as each party may designate for itself by like notice and unless otherwise provided herein shall be deemed to have been given on the date received. Escrow Agent shall not have any duty to confirm that the person sending any Notice by electronic transmission (including by e-mail, web portal or other electronic methods) is, in fact, a person authorized to do so.

Electronic signatures believed by Escrow Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to Escrow Agent) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to Escrow Agent, including without limitation the risk of Escrow Agent acting on an unauthorized 12 Internal
Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Escrow Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to Escrow Agent in lieu of, or in addition to, any such electronic Notice.

16. Amendment and Assignment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. No party may assign this Agreement or any of its rights or obligations hereunder without the written consent of the other parties, provided that if Escrow Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the escrow contemplated by this Agreement) to another entity, the successor or transferee entity without any further act shall be the successor Escrow Agent.

17. Termination. This Agreement shall terminate upon the distribution of all the Escrow Funds pursuant to any applicable provision of this Agreement, and Escrow Agent shall thereafter have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.

18. Governing Law, Jurisdiction and Venue. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of California without giving effect to the conflict of laws principles thereof that would require the application of any other laws. Each of the parties hereto irrevocably (a) consents to the exclusive jurisdiction and venue of the state and federal courts in the State of California in connection with any matter arising out of this Agreement, (b) waives any objection to such jurisdiction or venue (c) agrees not to commence any legal proceedings related hereto except in such courts, (d) consents to and agrees to accept service of process to vest personal jurisdiction over it in any such courts made as set forth in Section 15 and (e) waives any right to trial by jury in any action in connection with this Agreement.

19. Entire Agreement, No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the signatory parties hereto relating to the holding, investment and disbursement of Escrow Funds and sets forth in their entirety the obligations and duties of Escrow Agent with respect to Escrow Funds. This Agreement and any Joint Written Direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The section headings appearing in this instrument have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and conditions of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the signatory parties hereto and the Indemnified Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. [Signature Page to Escrow Agreement]
Internal
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

CITY OF LAKEWOOD
By: _____________________________
Name: _____________________________
Title: _____________________________
TD EQUIPMENT FINANCE, INC.
as Lessor
By: _____________________________
Name: _____________________________
Title: _____________________________
U.S. BANK NATIONAL ASSOCIATION
as Escrow Agent
By: _____________________________
Name: _____________________________
Title: _____________________________
Internal

SCHEDULE A
[THIS FORM MUST BE RECEIVED BY ESCROW AGENT AT LEAST TEN (10)

BUSINESS DAYS PRIOR TO THE SETTLEMENT DATE AND SHALL BE ACCOMPANIED BY IRS FORM W-9]
[Date]
U. S. Bank Global Corporate Trust
Attn: [Relationship Manager]
[Street Address]
[City, State Zip]
Re: Escrow Account Number [ ]
Dear Escrow Agent:

You are hereby directed to [subscribe for or complete the subscription] U. S. Treasury State and Local Government Series (“SLGS”) securities pursuant to instructions [i.e., dated/attached].

The SLGS are to be issued on [enter Settlement Date] and are to be issued in the name of [enter entity name], using the following Tax Identification Number: [enter TIN], In connection with the above captioned Escrow Account, the parties hereby certify that (i) they have not purchased or directed U.S. Bank National Association to subscribe for or purchase SLGS with any amount received from the sale or redemption (at the option of the holder) before maturity of any marketable security (including, but not limited to, any securities held in any debt service fund or debt service reserve fund established with respect to bonds being refunded) if the yield on such SLGS exceeds the yield at which such marketable security is sold or redeemed; (ii) they have not invested (nor directed U.S. Bank National Association to invest) any amount received from the redemption before maturity of a Time Deposit security (other than a Zero Percent Time Deposit security) at a yield that exceeds the yield that is used to determine the amount of redemption proceeds for such Time Deposit security; (iii) the term of any Time Deposit SLGS security subscribed for is no longer than is reasonably necessary to accomplish the parties’ governmental purpose for such purchase of the SLGS security; and (iv) if at any point while SLGS securities are outstanding, the parties become ineligible to purchase SLGS securities or the funds used to purchase SLGS securities are no longer an eligible source of funds, the parties or their agent shall, as soon as practicable, notify the U.S. Treasury and U.S.

Bank National Association of such ineligibility.

Very truly yours,
[LESSEE]
By: _____________________________
Name:

Title:
[LESSOR]
By: _____________________________
Name:

Title:

Internal

SCHEDULE B
Schedule of Fees for Services as Escrow Agent
Acceptance Fee $500.00
Covers review of documents, participation in document conferences, establishing records/accounts, receipt of funds, establishment of procedures and ticklers necessary to perform our duties and monitor the various terms and covenants in the financing documents.

Escrow Agent Fee: $3,000 Annual Fee, Payable in Advance The fee covers the routine duties of the escrow agent associated with the administration of the account.

Escrow Agent Fee payable annually in advance and not subject to proration.

Pivot Waived
Pivot provides our clients the real-time deal and account information that matters most. Through a customizable, user-friendly interface, Pivot offers our clients a secure and centralized online platform.

Legal Fees None Expected, if required Billed at Cost
Any additional ongoing legal fees and expenses would be billed at cost.

Out of Pocket Expenses Billed at Cost
Includes, but is not limited to, travel expenses to attend closing.

Extraordinary Expenses / Other Services Billed at Cost
Extraordinary Administration Services (“EAS”) are duties, responsibilities or activities not expected to be provided by the trustee or agent at the outset of the transaction, not routine or customary, and/or not incurred in the ordinary course of business, and may require analysis or interpretation. Billing for fees and expenses related to EAS is appropriate in instances where particular inquiries, events or developments are unexpected, even if the possibility of such circumstances could have been identified at the inception of the transaction, or as changes in law, procedures, or the cost of doing business demand. At our option, EAS may be charged on an hourly (time expended multiplied by current hourly rate), flat or special fee basis at such rates or in such amounts in effect at the time of such services, which may be modified by us in our sole discretion from time to time. In addition, all fees and expenses incurred by the trustee or agent, in connection with the trustee’s or agent’s EAS and ordinary administration services and including without limitation the fees and expenses of legal counsel, financial advisors and other professionals, charges for document amendments and substitutions, tenders, optional redemptions, UCC filings, investment agreements, outside held money market funds, default administration, wire transfers, checks, internal transfers and securities transactions, travel expenses, communication costs, postage (including express mail and overnight delivery charges), copying charges and the like will be payable, at cost, to the trustee or agent. EAS fees are due and payable in addition to annual or ordinary administration fees. Failure to pay for EAS owed to U.S. Bank within 45 days may result in interest being charged on amounts owed to U.S. Bank for extraordinary administration services fees and expenses at the prevailing market rate. * The quoted fee does not include services as Disclosure Agent pursuant to Securities & Exchange commission Rule 15c12- 12, as amended. U.S. Bank will discuss this service with the Obligor if applicable pursuant to the terms of the bond issues.

Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement.

Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a nonindividual person such as a business entity, a charity, a trust or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

Internal
SCHEDULE C-1
Each of the following person(s) is a Lessee Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Lessee’s behalf (only one signature required): [City to provide]
Jose Gomez _______________________ [email protected] Name Specimen signature Telephone No.
_______________________ ____________
Name Specimen signature Telephone No.
_______________________ _______________________ ____________ Name Specimen signature Telephone No.

If only one person is identified above, the following person is authorized for call-back confirmations:
______________ _______________________
Name Telephone Number
Internal
SCHEDULE C-2
Each of the following person(s) is a Lessor Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Lessor’s behalf (only one signature required):
_______________________ ____________
Name Specimen signature Telephone No.
_______________________ _______________________ ____________ Name Specimen signature Telephone No.
_______________________ _______________________ ____________ Name Specimen signature Telephone No.

If only one person is identified above, the following person is authorized for call-back confirmations:
______________ _______________________
Name Telephone Number
Internal
ATTACHMENT 1

FORM OF JOINT WRITTEN DIRECTION
U.S. Bank National Association, as Escrow Agent
ATTN: Global Corporate Trust Services
Address: _______________
RE: ESCROW AGREEMENT made and entered into as of December 1, 2024, by and among the City of Lakewood (“Lessee”), TD Equipment Finance, Inc. (“Lessor”) and U.S. Bank National Association, in its capacity as escrow agent (the “Escrow Agent”).

Pursuant to Section 4 of the above-referenced Escrow Agreement, Lessee and Lessor hereby instruct Escrow Agent to liquidate $[ ] out of account number [ ] and disburse Escrow Funds as provided below:

Payee Name/Address Invoice Number Amount

CITY OF LAKEWOOD
EIN: [ ]
By: ______________________________
Name:

Date: ___________________
TD EQUIPMENT FINANCE, INC.

By: ______________________________
Name:

Date: ___________________

City of Lakewood, Recreation Lease Agreement for LEC Page 1 of 38

CITY OF LAKEWOOD

RECREATION LEASE AGREEMENT FOR

LAKEWOOD EQUESTRIAN CENTER
This Agreement is made and entered into by and between the City of Lakewood, a municipal corporation, sometimes hereinafter referred to as "City", and Pilmore Equestrian, LLC, owned by Cynthia Flavin, hereinafter referred to as "Lessee", with reference to the following facts:

A. City is the owner of land generally described as 11369 East Carson Street, Lakewood, California, all more particularly described in Exhibit A attached hereto and made a part hereof as though set forth in full, referred to hereinafter as the “Premises”, on which land is located a facility referred to hereinafter as “Lakewood Equestrian Center”.

B. The City Council has heretofore authorized and approved this Agreement for the public purpose of maintaining on said land public recreation uses including horse boarding and riding facilities, all subject to the terms and provisions of this Agreement hereinafter set forth.

C. Lessee desires to enter into such Agreement to provide services of the type and character required therein by City to meet the needs of the public at the Lakewood Equestrian Center.

Now therefore, City, for and in consideration of the performance of the covenants and agreements hereinafter contained, to be kept and performed by Lessee, and upon the following terms and conditions, hereby Leases to Lessee and Lessee takes from City the Premises, subject to the following terms and conditions:

1. Premises. For and in consideration of the recitals hereinafter specified, City hereby Leases to Lessee, and Lessee leases from City:

A. The Premises, along with all fixtures, fences, corrals, improvements and buildings located thereon, including but not limited to the structure described below in subsection B and depicted in an aerial image in Exhibit A.

B. It is understood and agreed that Lessee will, in connection with the Lakewood Equestrian Center, occupy and use a portion of that certain adjoining and adjacent real property owned by Southern California Edison Company, more particularly described in the License Agreement marked Exhibit B and made a part hereof as though set forth in full. Lessee acknowledges that City has obtained from Southern California Edison Company a License Agreement and pays associated fees to use that real property described therein and sometimes hereinafter referred to as the Edison right-of-way for horse riding and boarding stable purposes only.

Lessee further acknowledges that City’s right to use said Edison right-ofway or any part thereof under said License Agreement is subject to termination on December 31, 2025, or sooner on thirty (30) days written notice by the Southern California Edison Company to City. If Lessee intends City of Lakewood, Recreation Lease Agreement for LEC Page 2 of 38 to use the Edison right-of-way for horse riding and boarding stable purposes beyond City’s agreement with Southern California Edison Company, Lessee will procure its own license agreement with Southern California Edison Company for Lessee’s intended uses.

2. Condition of Premises. Lessee acknowledges and agrees to accept the Premises in its current condition. Lessee shall accept the Premises to be provided by City in their presently existing "as is, where is" condition and agrees that City shall not be obligated to make any alterations, additions or improvements thereto.

City makes no representation or warranty of any kind, express or implied, as to the suitability of the Premises for the specified use. Lessee represents and warrants that it has independently made a full and thorough investigation and examination of the Premises and that it is entering this Agreement relying upon facts ascertained from said independent investigation.

3. City Management. The City Manager or his or her authorized representative shall represent City in the administration of any City functions required hereunder and in the supervision of the performance of this Agreement. The term "City Manager," as used in this Agreement, shall include and mean the City Manager and his or her authorized representative.

4. Lessee as Independent Contractor. It is expressly agreed that for all purposes pertaining to this Agreement, Lessee shall be an independent contractor, and is not an agent or employee of City. Except as otherwise expressly limited by other provisions of this Agreement, Lessee has and shall retain the right to exercise full control and supervision of the operation of the Lakewood Equestrian Center, and full control over the employment, direction, compensation and discharge of all persons assisting Lessee in the operation of same under this Agreement. Lessee shall be solely responsible for all matters, and shall be solely responsible for Lessee’s own acts and those of subordinates and employees.

5. Term. In this Agreement, the Initial Term and Renewal Term will be collectively referred to as the “Term” throughout this Agreement. This Agreement is for a Term of twenty (20) years commencing at 12:01 a.m. on the 1st day of January 2025 and ending at 11:59 p.m. on the 31st day of December 2044 (Initial Term). Unless either party gives the other party written notice of termination at least 180 days prior to Initial Term, Lessee shall have the option to extend Initial Term for an additional period of five (5) years (Renewal Term) to commence immediately upon the expiration of Initial Term.

Term shall include a Performance Period of two (2) years and City reserves the right to extend Performance Period at its sole discretion for one (1) additional year.

During Performance Period, Lessee shall be evaluated on performance, conduct, aptitude and ability to meet required standards as defined throughout this City of Lakewood, Recreation Lease Agreement for LEC Page 3 of 38 Agreement. City shall not terminate this Agreement during the first year of this Agreement without cause. At any time thereafter during the Performance Period, including any extension thereof, this Agreement may be terminated without cause by either party giving the other party 180 days’ notice and without assigning any reasons whatsoever.

At least one (1) year prior to the end of Initial Term, the parties shall meet and confer as to whether or not both parties wish to extend Initial Term to the Renewal Term. If both parties wish to extend Initial Term, they shall negotiate the terms of such extension in good faith. Both parties retain the complete discretion to allow the Agreement to expire at the end of Initial Term, without any extension.

6. Performance Evaluation and Facility Inspection. City shall evaluate Lessee’s performance in meeting the terms and conditions required in this Agreement, conducting quarterly Performance Evaluations throughout the Performance Period and any extension thereof, the form attached hereto and labeled Exhibit C.

Lessee’s Performance Evaluation will coincide with City’s Facility Inspection of the Premises, the form attached hereto and labeled Exhibit D. Performance Evaluations and Facility Inspections will continue quarterly following the completion of Performance Period. The evaluation and inspection reports will provide the City Manager with information and data necessary to determine if Lessee is in compliance with the terms and conditions of this Agreement. If the evaluation discovers Lessee is not in compliance, a notice to correct will be issued by City, which could lead to default and termination if not corrected within the allotted time specified by City to Lessee. A copy of City’s completed reports shall be provided to Lessee upon completion.

During Probationary Period or any extension thereof, Lessee is further bound by maintenance obligations and is required to initiate and/or perform facility and capital improvements. Definitions of Regular Maintenance, Major Maintenance and Capital Improvements to Structures and Fixed Assets are defined in Exhibit E.

7. Rent and Monthly Operations Report. Lessee shall pay to City as Rent for the Premises during the Term hereof, a fixed annual Rent of $1 for the first, second, third, fourth and fifth year of the Term and payable in advance on the first day of each year commencing on January 1, 2025. Beginning with year six of Term, beginning on January 1, 2030, said annual Rent due to City shall be as set forth in the following table. Said annual Rent beginning with year six of Term shall be payable in equal monthly installments on the first day of each month commencing on January 1, 2030.

Each month Lessee shall furnish to City, Rent along with a completed Monthly Operations Report, attached hereto as Exhibit F. The Monthly Operations Report provides a record of all activity on the Premises from the preceding month.

Activities include but are not limited to, rented, vacant and out of service horse City of Lakewood, Recreation Lease Agreement for LEC Page 4 of 38 boarding stalls; attendance and participation of horse riding training and/or lessons; number of horse trailers parked on the Premises; number of personnel working on the Premises; complaints received; and injury, accidents and incidents occurring on the Premises are to be reported.

Term Year Dates Annual Payment Due
Initial Term
1 January 1, 2025 – December 31, 2025 $1.00
2 January 1, 2026 – December 31, 2026 $1.00
3 January 1, 2027 – December 31, 2027 $1.00
4 January 1, 2028 – December 31, 2028 $1.00
5 January 1, 2029 – December 31, 2029 $1.00
6 January 1, 2030 – December 31, 2030 $56,201.18
7 January 1, 2031 – December 31, 2031 $57,887.21
8 January 1, 2032 – December 31, 2032 $59,623.83
9 January 1, 2033 – December 31, 2033 $61,412.54
10 January 1, 2034 – December 31, 2034 $63,254.92
11 January 1, 2035 – December 31, 2035 $65,152.57
12 January 1, 2036 – December 31, 2036 $67,107.14
13 January 1, 2037 – December 31, 2037 $69,120.36
14 January 1, 2038 – December 31, 2038 $71,193.97
15 January 1, 2039 – December 31, 2039 $73,329.79
16 January 1, 2040 – December 31, 2040 $75,529.68
17 January 1, 2041 – December 31, 2041 $77,795.57
18 January 1, 2042 – December 31, 2042 $80,129.44
19 January 1, 2043 – December 31, 2043 $82,533.32
20 January 1, 2044 – December 31, 2044 $85,009.32
Renewal Term
21 January 1, 2045 – December 31, 2045 $87,559.60
22 January 1, 2046 – December 31, 2046 $90,186.39
23 January 1, 2047 – December 31, 2047 $92,891.98
24 January 1, 2048 – December 31, 2048 $95,678.74
25 January 1, 2049 – December 31, 2049 $98,549.10
Rent and Monthly Operations Report shall be delivered to:

City of Lakewood
Attn: Recreation and Community Services Department
5050Clark Avenue, Lakewood, CA 90712

8. Late Charge of Payment Due. Payment not received within five (5) business days of due date shall be assessed a late fee equal to 10 percent (10%) of Payment due. Lessee shall not be liable for a late charge where payments are late due to a City of Lakewood, Recreation Lease Agreement for LEC Page 5 of 38 Force Majeure Event. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount or prevent City from exercising any of the other rights and remedies available to City.

9. Utilities. Lessee shall be responsible for the payment when due and owing of all charges for the operation and maintenance of said Premises, including refuse waste and recycling removal, manure removal, gas, potable water, reclaimed water, electricity, telephone, cable, internet, and other services and utilities supplied to the Premises during the Term.

10.Purposes. The purpose of this Agreement is to provide and maintain a public recreation facility on the Premises known as the Lakewood Equestrian Center for the use and benefit of the public. In order to carry out the purposes of this Agreement, Lessee agrees to develop, provide, operate and maintain on the Premises an equestrian center where, as a minimum, Lessee will develop, operate and maintain horse boarding, equestrian training, riding and exhibition of horses for the public. Lessee has been granted this Agreement based upon its response to City’s advertised Request for Qualifying Information (RFQI), that was published on July 16, 2024, attached hereto marked Exhibit G. Lessee shall develop and maintain proposed activities, programs, events and facility improvements at the time and in the manner approved in writing by City. Lessee shall maintain attendance records for approved activities, programs, and events, demonstrating active and regular public participation of Premises. Subsequently proposed activities, programs, events and/or facility improvements by Lessee are prohibited until receipt of written consent of City.

11.Lakewood Equestrian Center. Lessee will conduct business on the Premises in the name “Lakewood Equestrian Center”, and no other name or business designation shall be used without the written consent of City, either on advertisements, including print, electronic and social media, facility signs or facility postings on the Premises.

12.Use of the Premises. Lessee shall use the Premises to operate, manage and maintain the service operations for the public described below in this section upon the terms and conditions of this Agreement and for no other purposes:

A. A full service equestrian boarding facility for the public, including but not limited to, horse boarding; group and individual instruction for adults and youth; petting zoo and pony rides, equine therapy; guided trail rides; community outreach programs targeted to community youth to provide equestrian related activities; facility rentals for horse shows; special events; birthday parties; filming; retail store providing products related to equestrian activities; a horse laundry and other programs consistent with or complimentary to an equestrian center. An equestrian-focused lesson program should offer a variety of trainers that meet the needs of boarders and provide training and access opportunities for others to the site. Lessee City of Lakewood, Recreation Lease Agreement for LEC Page 6 of 38 shall make its best effort to work with City staff and community youth organizations to introduce local youth to equestrian activities through summer equestrian camps, Boy Scout and Girl Scout merit badge programs, school field trips, group lessons for local nonprofit youth organizations, youth birthday parties, and special open house events planned in coordination with City staff for the public.

B. Lessee shall conduct its activities in a safe and professional manner and in accordance with all applicable City Code provisions and regulations, and all other applicable County, State, and Federal laws and regulations.

C. The Lakewood Equestrian Center is to be opened daily, offering facility access consistent with a public equestrian center and sufficient for the operation of a full service equestrian center. Lessee shall continuously and uninterruptedly occupy and use the Premises for the purposes herein specified. Notwithstanding the foregoing, it is agreed that the Premises shall be open at least between the hours of sunrise and sunset on each day of the week for use by Lessee’s contractual facility users.

D. Lessee shall maintain standardized and publically advertised office hours to provide customer service and respond to the public and Lessee’s contractual facility users. Lessee is not required to maintain office hours on federal and state-recognized holidays. City shall approve Lessee’s standardized office hours and any requested changes to office hours must be approved by City. Lessee shall develop procedures for contractual facility users to contact Lessee before and after standardized office hours specifically for emergency response.

E. Lessee shall provide a presence by either Lessee, an employee or person acting on behalf of Lessee, on the site to operate the Lakewood Equestrian Center, provide customer service and respond to emergencies on a daily basis.

F. During hours of operation, Lessee shall have on site personnel with CPR, First Aid and AED certifications who can respond to facility injuries and medical emergencies.

G. Improve the Premises to maximize accessibility, general safety and overall appearance.

H. Lessee will make reasonable accommodations and comply with the intent of City, County, State and Federal laws relating to access for people with disabilities.

City of Lakewood, Recreation Lease Agreement for LEC Page 7 of 38 I. Lessee shall not do, bring or keep anything in or about the Premises that would cause cancellation of any insurance covering the Premises.

J. City shall not approve, nor shall Lessee schedule, programs, activities and events that create a public nuisance thereby interfering with the enjoyment of life or property to the owners or occupants of adjacent properties.

K. Lessee shall not use the Premises for the preparation, manufacture or mixture of anything that might emit an odor or objectionable noise, or light onto adjacent properties, other than that commonly associated with a well maintained and operated equestrian center.

L. Lessee shall not do anything on the Premises that will cause damage to the buildings, structures or improvements, fences or corrals. Fences and corrals, buildings and structure, shall not be moved, altered or relocated without written permission of City.

M. No machinery or apparatus or other equipment shall be used or operated in or on the Premises that will in any manner, injure, vibrate or shake the Premises, or cause a nuisance.

N. The Premises are publicly owned parkland, therefore long-term storage of privately owned and/or personal property and equipment is prohibited.

O. Lessee shall ensure that trailers stored on Premises, are for the sole purpose of transporting horses. If trailers are stored on City property, trailers are to be insured by the owner with Lessee, City and Southern California Edison named as additional insureds. Lessee must have prior written approval from City to store any other types of vehicles other than horse trailers.

P. Filming is permitted on Premises. City has developed conditions and procedures which permit filming within City. Any commercial filming shall be subject to approval by City through an application process. If Premises is permitted to be used as a film location, Lessee acknowledges that revenue generated from such usage is to be reported as Gross Receipts.

13.Other Lessee Activities. Other or additional activities, including organized special events, by Lessee shall require the prior written consent of City, which consent may be granted or withheld in City’s sole discretion. Lessee shall request permission to host special event 30 days in advance of proposed activity or special event start date. City shall process Lessee’s requests in a timely manner, subject to established City approval processes, and shall endeavor to expedite such requests to the extent possible. Lessee shall comply with any and all present laws, general rules or regulations of City and any governmental authority now in force City of Lakewood, Recreation Lease Agreement for LEC Page 8 of 38 relating to sanitation or public health, safety or welfare and environmental matters relating to the condition, use or occupancy of the Premises during the Lease Term.

14.Use of City Structures. Lessee and employees of Lessee are authorized by City to use certain City structures on the Premises, specifically, City’s office trailer, restroom trailer, hay barn, outdoor temporary shade structure, and small office building used for the petting zoo and pony ride operation. Lessee shall be responsible for the maintenance, loss and damage to City structures. Lessee shall exercise commercially reasonable care to protect City structures while in Lessee’s control.

15.Use of Rynerson Park Horse Riding Trail and Passive Horse Turnout. Lessee’s contractual facility users, including boarders, trainers and vendors may access and use the horse riding trail starting along the westerly border of the Premises and extending north into Rynerson Park ending below Del Amo Blvd. There is also a horse turnout located on Rynerson Park that may only be used by contractual facility users for passive use. The horse trail may be used for revenue-generating activities and programs, such as trail rides, and can only be utilized by Lessee’s contractual facility users. Lessee shall maintain the horse riding trail and passive horse turnout located on Rynerson Park. Exhibit H depicts an aerial image of the horse riding trail and passive horse turnout at Rynerson Park. Lessee may not use any other portion of Rynerson Park for its commercial operation.

16.Rules, Regulations and Ordinances. Lessee agrees to comply with all federal, state, and local laws in the performance of this Agreement, including but not limited to laws regarding health and safety, labor and employment, wage and hours, and licensing laws, which affect employees.

Lessee shall have authority to develop, administer and regulate the activities of Premises pursuant to posted rules and regulations governing use of Premises. All rules and regulations, including revisions, must be approved in advance in writing by City and shall not conflict with City Council policy and ordinances and rules established by City. No rule or regulation shall be enforceable which is inconsistent or contrary to the provisions of this Agreement, and no regulation shall be adopted or be enforceable unless the same relates to the use and operation of Premises and covers a matter not specifically covered under this Agreement.

Public Health and safety measures on Premises may be implemented by Lessee in accordance with recommendations from local, state, or federal governmental order or regulation. Lessee shall notice City of such recommendations in writing prior to implementation of any recommended actions thereof.

City of Lakewood, Recreation Lease Agreement for LEC Page 9 of 38

17.Security. Lessee shall be responsible for security of the interior Premises. Lessee may install equipment, approved by City, which will assist Lessee in protecting the Premises from theft, burglary, or vandalism. Any such equipment shall be purchased, installed, and maintained by Lessee.

18.Quality of Products and Services. Lessee shall conduct its business on the Premises in an orderly, cooperative and proper manner.

In the course of discharging its responsibilities under the terms of this Agreement, Lessee shall at all times ensure maintenance of the highest standards of quality in both the products offered and the services provided. Lessee shall furnish prompt, courteous, efficient and inoffensive quality services to meet the reasonable demands of the public in using the facility.

Lessee shall furnish all authorized and/or required services described in the previous paragraph on a fair, equal and nondiscriminatory basis to all members of the public. In this regard, Lessee shall control and be held responsible for the conduct, demeanor and appearance of its officers, agents, employees, representatives, guests, contractors and others while doing business in or about the Premises. Upon reasonable objection from City concerning the conduct, demeanor or appearance of these persons, Lessee shall immediately take all actions necessary to remove the cause of the objection.

19.Pricing of Products and Services. Lessee acknowledges that the purpose of this Agreement is to provide a recreation facility primarily in connection with equestrian use thereof for the public, and that in order to protect the public, City reserves the right to approve prices Lessee charges for its products, services and boarding of horses. Lessee acknowledges that the success of the Lakewood Equestrian Center is in part dependent upon its use and utilization by the public, and therefore the pricing of products and services provided by Lessee is of considerable importance to City.

City acknowledges that Lessee has entered into this Agreement for the purpose of making a profit, and City further acknowledges that it is in the best interest of City that Lessee’s use and occupancy of said Premises be profitable so that Lessee will be able to install the improvements herein required and provide and maintain the Premises. To that end, City agrees not to impose any regulation of the price of products and services that will fail to render to Lessee a reasonable return on its investment and profit or that would be below the general pricing of products and services imposed by other competitors.

Lessee shall retain existing boarders’ stall rental rates for two (2) months from the commencement of this Agreement before adjusting the rents to Lessee’s market rates. Lessee shall also provide the courtesy to existing trainers and vendors that would allow them to provide equestrian-related programming for a minimum of two City of Lakewood, Recreation Lease Agreement for LEC Page 10 of 38 (2) months from the effective date of this Agreement enabling Lessee the opportunity to evaluate performance for the consideration of an extended contractual agreement.

Within thirty (30) days of the Effective Date, Lessee shall provide to City a written list of the charges and prices for all products and services to be provided by Lessee upon Premises. City shall have thirty (30) days from the date of receipt to provide written objection to any prices or charges proposed by Lessee; if City does not provide written objection within thirty (30) days after receipt, the prices and charges designated by Lessee shall be deemed approved. In the event of any objection by City to said prices or charges, or any subsequent modification thereof, and Lessee’s failure to agree to said objection, Lessee shall not impose any prices or charges other than that approved by City unless and until an independent arbitrator selected by the parties has resolved the conflict.

Upon agreement of pricing for products and services offered by Lessee, prices for all products and services will be advertised to the public and uniformly applied without discrimination.

20.Employees. No person employed in the performance of this Agreement by Lessee shall be deemed a City employee, and City shall not be called upon to assume any liability for the direct payment of any salary, wage or other compensation to Lessee, or their employees, agents, volunteers, subcontractors, or their subcontractors’ employees or agents.

Lessee shall inform City in writing of its management and operations personnel with each person’s name, title and scope of responsibility reported.

Lessee will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any other characteristic protected by law.

Lessee agrees to ensure that employees are treated equally during their employment without regard to their race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any other characteristic protected by law. Such action shall include, but is not limited to, the following: promotion, demotion or transfer, lay-off or termination; rate of pay or other form of compensation; and selection for training, including apprenticeship.

Lessee must be knowledgeable of and comply with current federal and state labor laws, which protect workers' rights and assure employment protections. Lessee shall pay workers at least minimum wage for all hours worked; provide rest and meal breaks as required by law; provide paid sick leave according to current law; City of Lakewood, Recreation Lease Agreement for LEC Page 11 of 38 develop workplace safety measures; and provide workers’ compensation insurance that covers work-related injuries and illnesses.

Lessee shall abide by all regulations and requirements governing the employment of minors as set forth by the Federal Department of Labor, the State of California Employment Development Department, and local school district jurisdictions.

All persons employed or utilized in connection with the operation of Premises shall be adequately trained for such purposes, shall be courteous, and shall be suitably and neatly attired so as to be recognizable as agents of Lessee.

21.Lessee’s Employee Housing. City acknowledges that Lessee may install employee housing for Lessee’s personnel on the Premises. If Lessee intends to provide employee housing for five or more employees, California’s Employee Housing Act and the adopted regulations govern the standards for the construction, maintenance, use, and occupancy of employee housing. California’s Department of Housing and Community Development (HCD) enforces state laws and regulations related to the Employee Housing Act.

California state law governing the Employee Housing Act may be found in the Health and Safety Code, division 13, part 1, beginning with section 17000. This Act establishes requirements for permits, fees, and responsibilities of employee housing operators and enforcement agencies. Lessee should be fully knowledgeable of Lessee’s responsibilities relative to the Employee Housing Act and comply with the law.

City shall designate the location for the installation of employee housing and no person shall reside anywhere else on the Premises without City's written permission. Names of all those who reside on the Premises must be provided to City and updated when occupancy changes. Rent paid by employees cannot be deducted from wages.

Lessee’s employee’s right to reside in residential units shall terminate upon termination of the Term of this Agreement.

22.Facility and Capital Improvements by City. Lessee acknowledges that during the Term of this Agreement, City may complete certain improvements to Premises.

During such time that City is completing said improvements, Lessee shall conduct its activities as not to interfere with the installation of said improvements and Lessee waives any right or claim it may have for damages because of interference with its business activities arising out of City’s installation of said improvements.

City agrees to schedule said improvements in such a manner so as not to unreasonably interfere with Lessee’s business operations and to consult in advance with Lessee pertaining to scheduling of said improvements.

City of Lakewood, Recreation Lease Agreement for LEC Page 12 of 38

23.Capital Improvements by Lessee. Lessee acknowledges that immediately prior to the commencement of this Agreement, Lessee has inspected said Premises and accepts said Premises in its "as is" condition, and to the extent that no improvements, modifications or changes have been made in said Premises, Lessee agrees to quit and deliver said Premises to City at the end of the Term of this Agreement in as good condition, ordinary reasonable use, wear and damage by the elements excepted, as the same are now or may hereafter be improved or replaced with City-approved capital improvements.

Lessee acknowledges that a primary motivating factor considered by City in granting this Agreement to Lessee has been based upon its response to City’s advertised RFQI and Lessee’s Proposed Site Plan, Rough Order of Magnitude, Facility Improvement Timeline and Pro Forma, attached hereto and labeled Exhibit I. Lessee further acknowledges that it was the intention of City as a primary motivating factor in granting this Agreement to Lessee that Lessee, at its expense, modernize and improve the land, property and facilities and as a part of its development program to remove most of the existing facilities and to replace the same with new and improved facilities.

Lessee has committed to investing in new construction and facility improvements; furniture, fixtures and equipment; architectural design and engineering; and associated insurance and building permit fees with an estimated value of $1,200,000.00.

Lessee further agrees to commence the installation of said improvements in accordance with a mutually agreed upon Project Schedule after facility design plans have been approved by City and governmental agencies having authority over approval of proposed improvements. Lessee may submit a written request to City Manager to revise Project Schedule. Lessee shall specify the reasons for the requested revision along with a revised Project Schedule for City Manager consideration. Any approved revisions to Project Schedule will be provided in writing and shall conform to the original scope of improvements to be installed and/or constructed. It is understood and agreed that failure to install and thereafter maintain said improvements in accordance with the aforementioned Project Schedule is a default authorizing City to terminate this Agreement, and that unforeseen circumstances including lack of profits shall not excuse said performance.

Lessee shall install said capital improvements subject to the following terms and conditions:

A. Lessee shall submit to City for approval complete detailed construction plans and specifications for all improvements prior to construction of same.

All plans shall be subject to approval by City prior to any construction.

City of Lakewood, Recreation Lease Agreement for LEC Page 13 of 38 B. All work shall be performed in a good and workmanlike manner, shall substantially comply with plans and specifications submitted to City as required by this Agreement, and shall comply with all applicable governmental permits, laws, ordinances and regulations including, but not limited to, building codes, fire codes, zoning, the Americans with Disabilities Act (ADA) and the California Environmental Quality Act (CEQA). City reserves the right to inspect the installation at any time to insure that all work is satisfactory and complies with approved plans and specifications, and to order any alteration or correction to comply with the approved plans and specifications.

C. Lessee, its architect, engineer, or its contractor shall, at its own expense, procure all building, fire, safety and other permits necessary for such work.

D. All fixtures installed or constructed on the Premises shall become the property of City upon acceptance thereof by City. Lessee authorizes City, upon acceptance, to file and record a Notice of Completion and does hereby guarantee to City that said improvements, when so accepted by City, shall be free of liens and encumbrances.

E. Contractors and subcontractors shall be licensed in accordance with the laws of the State of California. Any contractors and subcontractors must possess and maintain registration with the Department of Industrial Relations (DIR) at https://efiling.dir.ca.gov/PWCR. This is a separate requirement from the Contractors State License Board (CSLB) licensing requirement. Lessee must provide all necessary information regarding any contractor hired so that City can report the execution of the contract to the DIR website.

F. Lessee, vendors, business entities, independent contractors, third party subcontractors, and other parties operating or doing work on Premises shall pay City Business License Tax before and throughout that time which work is being conducted on Premises. No free or exempt license will be issued by City.

G. Lessee must notify hired contractors of prevailing wage provisions for any contracted work on the Premises valued more than $1,000. Pursuant to Section 1773.2 of the Labor Code, the current prevailing rate of per diem wages at the time of the Bid as determine by the Director of the Department of Industrial Relations (DIR) are available on the DIR website. The hired contractor shall post a copy of these rates at the work site. Pursuant to Sections 1771 and 1774 of the Labor Code, the hired contractor and any subcontractors shall pay not less than the specified prevailing rates of wages to workers employed on the contract. Pursuant to Section 1776 of the Labor Code the hired contractor shall keep, make available, and submit City of Lakewood, Recreation Lease Agreement for LEC Page 14 of 38 to City or the DIR upon request, certified payroll records. Pursuant to 1775.5 of the Labor Code, the hired contractor shall comply with all requirements for apprentice occupations.

24.Facility Improvements by Lessee. No facility improvements shall be acquired or installed without the prior written approval of City and City has filed and recorded a Notice of Non-Responsibility. Said written approval shall contain, among other things, the following:

A. The nature and extent of said improvement and the place and location of the same.

B. The estimated cost of said improvement.

C. The date said improvement shall commence and the estimated date that said improvement shall be completed.

No facility improvement shall be utilized for any purpose until the same has been inspected by and accepted by City.

25.Lessee’s Maintenance Obligation. Lessee expressly agrees, at its own cost and expense, to maintain and operate all of the Premises in a clean, safe, wholesome, and sanitary condition in compliance with any and all present and future laws, rules or regulations of any governmental authority now or in the future having jurisdiction over the Premises. Lessee shall remedy without delay any defective, dangerous, or unsanitary conditions.

Lessee, at its cost, shall be liable for and maintain in good condition all portions of the Premises including, without limitation, any and all facility improvements, Lessee’s personal property, signs, windows, the interior and exterior of all buildings and structures, including lighting fixtures, sidewalks, driveways, parking areas, fauna, grass, landscaping and planting, corrals, horse paths, barns and areas designed or used for boarding, riding and exercising of horses which are located on the Premises, but exclusive of the horse riding trail and mature trees located throughout the facility which are maintained by City.

Lessee, at its cost, shall maintain in good condition all structures, facilities and equipment located or maintained, within that section of the Edison right-of-way.

Facilities located on Premises, including structures, mechanical and plumbing facilities, shall not be used for any purpose other than that for which constructed, and it shall be the responsibility of Lessee to carry out this condition. The expense of any breakage, stoppage, damage, or injury to person or property resulting from a violation of this subparagraph shall be borne by Lessee, if Lessee, his employees, agents or invitees, guests or customers have caused it.

Lessee shall store within the Premises, at such place indicated by City, and in a manner approved by City, all trash, garbage, refuse, recycling material, and other City of Lakewood, Recreation Lease Agreement for LEC Page 15 of 38 waste material, and arrange for the regular pickup and disposal thereof, at Lessee’s expense, not less than two times per week or as often as necessary to ensure there is no excess waste on the premise.

26.Alterations. Lessee shall not make any alterations to the Premises or any improvement hereafter installed thereon without City’s written consent. Alterations include landscaping and any exterior painting. Any alteration to a fixture shall remain on and be surrendered with the Premises on expiration of, or termination of the Term, or except that City can elect within thirty (30) days before expiration of the Term, or within five (5) days after termination of the Term, to require Lessee to remove any such alteration that Lessee has made to the Premises, unless the parties have otherwise agreed. If City so elects, Lessee, at its cost, shall restore the Premises to the condition designated by City in its election before the last day of the Term or within thirty (30) days after notice of the election is given, whichever is later.

27.Notice of Non-Responsibility. Pursuant to California Civil Code § 3129, City shall notify contractors performing work on the Premises and record with the Los Angeles County Clerk, a Notice of Non-Responsibility for the work contracted by Lessee. Lessee shall inform City no less than two (2) weeks prior to the commencement of any contracted work of the type of work to be performed and the contractor’s name and business address so that City can file Notice of NonResponsibility within the time frame allotted by law.

28.The Law of Fixtures. A fixture is an item that was originally personal property, but is now considered real property because it is attached to the land or permanently installed. The Law of Fixtures shall be applicable to all improvements, unless City should otherwise agree in writing, and all such fixtures shall belong to City upon completion thereof and acceptance by City.

All other improvements, which under the law are not fixtures or are the personal property of Lessee, shall only be installed, maintained and used on said Premises as follows:

A. Any facility improvement of a cost in excess of $1,000.00 shall only be procured, installed or used on said Premises after submission of a written proposal, plans or specifications thereof to City and upon approval by City of said improvement, the location thereof and the cost thereof. Where requested by City, bids for the purpose or installation of said improvement shall be first procured and approved by City.

B. No such improvement shall thereafter be relocated, modified or moved without the written consent of City or be used for any purpose other than that approved by City.

City of Lakewood, Recreation Lease Agreement for LEC Page 16 of 38

29.Title to Improvements. Lessee hereby acknowledges the title of City in and to the Premises described in this Agreement, including real property improvements existing or erected thereon, and hereby covenants and agrees never to assail, contest, or resist said title. Lessee may elect to remove non-permanent structures and equipment from the grounds upon termination of this Agreement.

30.Payment of Debts. No Liens. Lessee shall promptly pay all debts incurred by it for materials, supplies, equipment, merchandise or services used in or about or in connection with its business or operations, and the wages and salaries and payroll taxes of all employees employed thereon. Lessee shall permit no liens to be levied upon or to attach to any property used by it in the performance of this Agreement.

Lessee shall pay before delinquency all license fees, taxes, and assessments imposed, levied or assessed upon items or upon any property used by Lessee in the performance of this Agreement or upon Lessee’s possessory interest therein, upon Lessee’s business or activity conducted hereunder or Lessee’s right to conduct same, or based upon the proceeds of such business or activity.

31.Indemnification and Hold Harmless. City shall not be liable to Lessee for any damage to Lessee or Lessee’s property, or Lessee’s employees, volunteers, invitees, customers, guests, agents, subcontractors, or contractors, for any cause.

Lessee shall indemnify, hold harmless, and defend City, its elected or appointed officers, agents, officials, employees, and volunteers, each of which is an indemnitee, from and against any and all claims, losses, damages, demands, liabilities, suits, costs, expenses, including attorneys' fees, penalties, judgments or obligations whatsoever for or in connection with injury, including death, or damage to any person or property or pecuniary or monetary loss resulting from, arising out of, or in any way related to activity conducted by Lessee, including, but not limited to, Lessee’s development, construction, occupation, use, operation, or maintenance of the concession or any facilities, including events occurring on or of the Premises or facilities, regardless of how the injury or damage was caused or suffered, unless the injury or damage resulted from the sole negligence or the intentional and willful misconduct of City, its elected or appointed officers, agents, officials, employees, and volunteers.

Lessee waives all claims against City for damages to person or property arising for any reason except that City shall be liable to Lessee for damages to Lessee or Lessee’s person or property resulting from the acts or omissions of City or its authorized agents or representatives.

Lessee shall hold City, its elected or appointed officers, agents, officials, employees, and volunteers harmless for all damages or losses arising out of any injury or damage to person or property occurring in or about the Premises and the Edison right-of-way or arising from Lessee’s occupancy, use and maintenance of the Premises pursuant to the terms and provisions of this Agreement, including but City of Lakewood, Recreation Lease Agreement for LEC Page 17 of 38 not limited thereby, the use, rental, display, storage or maintenance of horses or other animals on said Premises by Lessee or its authorized employees, volunteers, invitees, customers, guests, agents, subcontractors, or contractors.

Lessee hereby waives all claims and recourse against City, including the right to contribution for loss of damage by reason of death or injury to persons or damages to property, whether the person or property of Lessee, its agents or employees, or third persons arising from, growing out of or in any way connected with or incident to this Agreement, except claims arising from the sole negligence or sole willful misconduct of City, its elected or appointed officers, agents, officials, employees, and volunteers.

The provisions of this section shall survive the termination or expiration of this Agreement.

Lessee shall require a signed waiver and release, on a form approved by City, from any guest, invitee or person utilizing services provided by Lessee including but not limited to, any training, individual instruction for adults and youth, guided rental rides, community outreach programs targeted to City youth to provide horse related activities, facility rentals for horse shows, special events, birthday parties, filming, and other programs consistent with or complimentary to an equestrian center.

City shall have no responsibility to safeguard the equipment and property of Lessee or any of its invitees. City shall have no responsibility to safeguard or protect Lessee, or its employees, volunteers, invitees, customers, guests, agents, subcontractors, or contractors from bodily injury, including death, or personal injury.

In the event a claim is made against City or City is named a co-defendant in any action, arising out of, or in any way related to activity conducted by Lessee, Lessee shall immediately notify City of such fact, and at City’s option shall either retain legal counsel of City’s choice to represent City in such action at Lessee’s sole expense or reimburse City for City’s litigation costs, expenses and attorneys’ fees in undertaking to represent itself.

In the event a claim is made against both City and Lessee for joint and several liability, notwithstanding any apportionment of liability between City and Lessee, Lessee shall nevertheless be responsible to indemnify and hold harmless City as fully set forth above, unless the court determines that the injury or damage resulted from the sole negligence or intentional and willful misconduct of City, its elected or appointed officers, agents, officials, employees, and volunteers.

Notwithstanding the foregoing, City shall save, keep and hold harmless Lessee and all of its officers, agents, and employees from all damages, costs or expenses in law or equity that may at any time arise or be set up because of damage to City of Lakewood, Recreation Lease Agreement for LEC Page 18 of 38 property or death or injury to persons received or suffered by reason of the operation of City, its agents or employees or contractors or any of them, or any act or omission to act on the part of said parties, or any one of them, during such time that City, its agents, employees or contractors are on the Premises performing any function or act including the installation of improvements to be installed by City, aforementioned.

City shall, by appropriate written notice to Lessee, notify Lessee as soon as practicable regarding any potential liability of Lessee under this section.

32.Insurance Requirements. Without limiting Lessee’s indemnification of City, and prior to commencement of the Agreement, Lessee shall obtain, provide and maintain at its own expense during the Term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.

A. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $3,000,000.00 per occurrence for all covered losses and no less than $5,000,000.00 general aggregate.

B. Commercial Equine General Liability Insurance shall be required should Commercial General Liability exclude equine operations. Coverage shall cover equestrian activities such as boarding, riding instruction and training.

Coverage shall be extended to provide on premises coverage for independent trainers or instructors while acting within the scope of their duties at the operation. Additionally, this coverage shall include these specific activities if included in the operation: guided trail rides, therapeutic riding, carriage rides, pony rides and petting zoos. Lessee shall procure and maintain, at its sole costs and expense, comprehensive Commercial Equine General Liability Insurance in the single limit minimum amount of $2,000,000.00 per occurrence and an aggregate in the amount of $4,000,000.00.

C. Professional liability (errors & omissions) insurance. Lessee shall have the option to maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000.00 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement.

City of Lakewood, Recreation Lease Agreement for LEC Page 19 of 38 D. Care, Custody and Control Insurance. Lessee shall procure and maintain, at its sole cost and expense, a Care, Custody and Control (CCC) policy of insurance that specifically insures against damages resulting from the death, injury, illness, or theft of non-owned horses in the care, custody and control of Lessee in an amount of $300,000.00 per horse, with an aggregate limit of $500,000.00.

E. Horse Shows, Clinics or Equestrian Events Insurance. Lessee shall procure special event coverage in advance of Horse Shows, Clinics or Equestrian Events that will provide coverage to include protection for Lessee running the event and also protect the show officials and (City) premise owner. Coverage is provided for negligence that causes bodily injury or property damage to a third party. Coverage shall be in an amount that adequately protects both Lessee and City from loss resulting from such events.

F. Worker’s Compensation Insurance on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000.00 per accident for all covered losses.

G. Business Auto Coverage Insurance. Lessee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Lessee arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented autos, trucks and trailers, and other vehicles or equipment, to include loading and unloading, in an amount not less than $5,000,000.00 combined single limit for each accident. If Lessee owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Lessee or Lessee’s employees will use personal autos in any way. Lessee shall provide evidence of personal auto liability coverage for each such person.

H. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a “drop down” provision with a maximum $25,000.00 self-insured retention. Lessee will be required to fully indemnify and hold harmless City, its elected or appointed officers, agents, officials, employees, and volunteers, for any injury to person of property resulting from its operations.

I. Property Insurance. Upon commencement of construction of Lessee’s improvements and betterments, or installation of equipment, with approval of City, Lessee shall obtain and maintain insurance on Lessee’s City of Lakewood, Recreation Lease Agreement for LEC Page 20 of 38 improvements and betterments. Policy shall be provided for replacement value on an "all risk" basis. There shall be no coinsurance penalty provision in any such policy.

J. Commercial Property Insurance covering the Premises, fixtures, equipment, building, all property situated in, on, or constituting a part of the Premises and any improvements. Coverage shall be at least as broad as the Insurance Services Offices broad causes of loss form CP 10 20, and approved of in writing by City. Coverage shall be sufficient to insure 100% of the replacement value and there shall be no coinsurance provisions. The policy shall include an inflation guard endorsement, 100% rents coverage, contents coverage, coverage for personal property of others, ordinance or law and increased cost of construction coverage. City shall be included as an insured and as loss payee on any such insurance. City shall not be liable for any business income or other consequential loss sustained by Lessee. City shall not be liable for any loss of Lessee’s personal property even if such loss is caused by negligence of City, City’s employees or agents.

33.Additional Insurance. Lessee shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection. Lessee’s personal property, fixtures, equipment, inventory and vehicles are not insured by City against loss or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts of others, or any other cause.

34.Proof of Insurance. Lessee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City Manager or their authorized representative prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the Term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

35.Duration of Coverage. Lessee shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Lessee, their employees, volunteers, invitees, customers, guests, agents, subcontractors, or contractors.

36.Primary/Noncontributing. Coverage provided by Lessee shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess City of Lakewood, Recreation Lease Agreement for LEC Page 21 of 38 insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

37.City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Lessee or City will withhold amounts sufficient to pay premium from Lessee payments. In the alternative, City may cancel this Agreement.

38.Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line with the California Department of Insurance and with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by City.

39.Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Lessee or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Lessee hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

40.Enforcement of Contract Provisions (non estoppel). Lessee acknowledges and agrees that any actual or alleged failure on the part of City to inform Lessee of noncompliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder.

41.Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Lessee maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

42.Notice of Cancellation. Lessee agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for City of Lakewood, Recreation Lease Agreement for LEC Page 22 of 38 nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

43.Additional Insured Status. General liability policies shall provide, or be endorsed to provide, that Southern California Edison and the City of Lakewood shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

44.Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

45.Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Lessee’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policies shall not contain any cross-liability exclusions.

46.Insurance Requirements for Subconsultants, Subcontractors and Other Parties.

Lessee agrees to ensure that its subconsultants, subcontractors, and any other party involved with Lessee’s operation, maintenance or programming on the Premises, provide at a minimum, $1 million in general liability insurance, naming Southern California Edison and City as additional insureds. Lessee bears the responsibility to evaluate the risks associated with the type of work, service, and/or program provided by all subconsultants, subcontractors and other parties involved with the concession. Lessee shall determine if additional insurance coverage and other types of insurance, including but not limited to, workers’ compensation, business automobile liability, and professional liability insurance are necessary to protect Lessee, Southern California Edison and City from claims related to property damage, bodily injury and other types of losses. Lessee agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Lessee agrees that upon request, all agreements with subconsultants, subcontractors, and other parties engaged in the concession will be submitted to City for review.

47.City’s Right to Revise Specifications. City reserves the right at any time during the Term of the Agreement to change the amounts and types of insurance required by giving Lessee ninety (90) days advance written notice of such change.

48.Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

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49.Timely Notice of Claims. Lessee shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Lessee’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

50.Lessee’s Records, Accounts and Statements. Lessee shall keep true and accurate books and records showing all of its income and expenses and business transactions in connection with the concession in separate records of account in a manner reasonably acceptable to City.

51.Annual Statement of Tax Return Filing and Profit and Loss. Lessee shall transmit to City confirmation of the filing of tax returns for the tax year preceding April 15th and a Profit and Loss Statement for the concession operations, in a form acceptable to City, on or before April 30th, of each calendar year during Term of the Agreement. Such Statement must be prepared by a Certified Public Accountant (CPA) and shall not include statements of omission or non-disclosure.

An extension may be granted in writing, prior to the April 30th due date, by City provided sufficient verification of the need for the extension is provided, as accepted by City.

52.Audit and Adjustment. City shall have the right at any time, and from time to time, to audit all of the books of account, bank statements, documents, records, returns, papers and files of Lessee, relating to gross sales and business transactions, and, where relevant, deductions from said gross sales and business transactions, and on the request of City, Lessee shall make such matters available for examination at the Premises.

Lessee shall keep and preserve for at least three (3) years, including that time after the termination of this Agreement, all sales books, bank books, or duplicate deposit slips, cash register receipts and other evidence of gross sales and business transacted during Agreement, as well as, where relevant, cancelled checks and receipts and other evidence of deductions from gross sales and business transacted.

If City should have an audit made for any twelve (12) month period, and the gross sales, financial transactions and receipts shown by Lessee’s statement for such term should be found to be understated, Lessee shall immediately pay to City the amount of such understatement plus ten percent (10%) interest per annum from the date the same is due and owing.

53.Confidentiality of Accounting Information. Any accounting or audit information obtained by City pursuant to the foregoing provisions shall be treated as confidential, except in any litigation or arbitration proceedings between the parties, or where relevant on any issue raised before City Council concerning any term or provision of this Agreement, enforcement thereof, modification or renewal thereof.

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54.Personal Property Taxes. Lessee shall pay before delinquency, all taxes, assessments, license fees, and other charges, including City Business License Taxes or fees that are chargeable, levied or assessed against Lessee’s personal property installed or located in or on the Premises, or that arise out of Lessee’s maintenance and use of said Premises for conducting the aforementioned business or Lessee on said Premises, and that become payable during the Term of this Agreement. On demand of City Lessee shall furnish City with satisfactory evidence of those payments. If any taxes, license fees or other charges are levied against Lessee or Lessee’s property or the charges, Lessee on demand shall immediately reimburse City for the sum of the taxes, licenses or charges levied against Lessee. It is understood that City shall have the right to pay the taxes, license fees and charges regardless of the validity of the levy, and upon payment, Lessee shall, on City’s demand, reimburse City.

55.Indemnification for Taxes. In addition to Rent, Lessee shall pay all taxes, assessments or liens of any nature whatsoever, for which City is liable, including, but not limited to excise taxes, ad valorem taxes, ad valorem and special assessments, and gross receipt taxes, if any, levied, assessed, asserted or recorded, upon any business activity or property, or income used, derived, or maintained by Lessee hereunder.

56.Possessory Interest Tax. Pursuant to Section 107.6 of the California Revenue and Taxation Code, a possessory interest as defined in Revenue and Taxation Code 107 and 107.4 may be created by this Agreement, and may be subject to property taxation, in which event the private party to this Agreement in which a possessory interest is vested may be subject to the payment of property tax levied on such interest. If, by reason of this Agreement, a possessory interest subject to property tax is levied, Lessee acknowledges and does hereby agree to pay and assume the same when due and owing and hold City free and harmless from liability thereon.

Nothing herein contained shall be construed as an acknowledgment by the parties that this Agreement creates a possessory interest.

57.Damage or Destruction. In the event the Premises should be partially or totally destroyed by fire or other casualty so as to cause a substantial interference with Lessee’s business, Lessee shall have the option of terminating this Agreement. If Lessee should not elect to terminate said Agreement the same shall be repaired or rebuilt as speedily as possible by City with said insurance proceeds, and to the extent insurance proceeds provide therefor. If insurance proceeds are insufficient to restore said Premises to the same condition the same were in immediately prior to said fire or other casualty, Lessee shall pay to City said difference, and City shall restore said Premises. If Lessee should decline to pay said difference City has the option of restoring said Premises with said insurance proceeds, and at its additional cost, or terminating said Agreement. If the Agreement is terminated, City of Lakewood, Recreation Lease Agreement for LEC Page 25 of 38 Lessee shall be excused from payment of further Rent. If the Premises are restored and there is a substantial interference with Lessee’s business during restoration, a just and proportionate part of the fixed Rent shall be abated until the Premises are repaired or rebuilt.

58.Repair and Replacement by City. City reserves the right of entry for its employees and agents to inspect the Premises as deemed necessary by City, and the right (but not obligation) to do any and all work of any nature necessary for preservation, maintenance and operation of the park in which the Premises are located. Lessee shall be given reasonable notice when any such work may become necessary and will adjust concession operations in such a manner that City may proceed expeditiously.

59.Repair and Replacement by Lessee. Lessee shall have the obligation to repair or replace to the extent damage or destruction caused by Lessee, or to the extent insurance proceeds are received by Lessee, or to the extent that proceeds would have been obtained by Lessee having carried the insurance required by this Agreement.

Lessee shall perform, at Lessee’s own expense, any required maintenance and repairs, including small structural maintenance. No reimbursement from the Capital Improvement Fund may be made for such required maintenance and repairs; other than for City-approved major maintenance and capital improvements. Should Lessee fail, neglect or refuse to do so, City shall have the right, but not the obligation, to perform such maintenance or repairs for Lessee’s account, and Lessee agrees to promptly reimburse City for the cost thereof, provided, however, that City shall first give Lessee 30 days written notice of its intention to perform such maintenance. City shall not be obligated to make any repairs to or maintain any improvements on the Premises unless otherwise required by this Agreement.

60.Right of Entry. Notwithstanding the aforementioned paragraph, and any provision of this Agreement to the contrary, it is understood and agreed that City, or its agents or contractors, may at any time enter the Premises and exterior and Edison right-of-way occupied by Lessee for the purpose of inspecting said Premises, observing the operations thereon, or for making any improvements or repairs necessary to carry out the purposes of this Agreement, or to maintain said Premises in a safe and sanitary condition, or to eliminate therefrom any nuisance or default of Lessee.

61.Lessee’s Covenants. Lessee shall comply with each and every term and obligation imposed upon Lessee pursuant to this Agreement, and in addition, but not limited thereby, perform the following covenants.

City of Lakewood, Recreation Lease Agreement for LEC Page 26 of 38 A. Lessee shall assume and pay when due and owing all day-to-day operating costs of maintaining and operating said business, and said Premises, including all payroll, feed costs, hay costs, and other operational expenses.

B. Lessee shall acquire and maintain insurances as required in section 32.

C. Lessee covenants to observe, comply with and enforce all City, County, State, and Federal laws relative to the keeping, harboring and disposition of animals.

D. Lessee agrees to maintain a record of all complaints received.

E. Lessee agrees to maintain all barns, corrals and other animal shelters or storage areas in a humane manner, and to keep said Premises in a sanitary condition at all times and use humane methods of care of any animals coming under its control.

F. Lessee agrees that no person shall, on the ground of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any other characteristic protected by law, be excluded from participating in, be denied the benefits of, or be subject to discrimination under any program or activity of Lessee hereunder.

G. Lessee covenants that it is, at the time of entering into this Agreement, a California corporation in good standing, and Lessee covenants and agrees during the Term of this Agreement to maintain in good standing its status as a California corporation. No alteration, change, abandonment or dissolution of said corporation, including change of name, shall be made without the prior written approval of City. Lessee agrees to provide to City at the time of the execution of this Agreement a Certificate from the Secretary of the State of California stating that said Lessee is in good standing.

62.Management by Lessee. It is understood and agreed that this Agreement is made on the condition that Lessee, will maintain during the Term of this Agreement the business herein authorized, and no interest of Lessee, in this Agreement shall be assigned, either voluntarily or involuntarily. Each of the following acts shall be considered as an involuntary assignment terminating this Agreement:

A. Failure of Lessee, to devote that time necessary to maintain and operate the business conducted on said Premises as outlined throughout this Agreement.

B. Any transfer or assignment by Lessee, of any interest under this Agreement, or the substitution by Lessee, of any person to act in their place and stead, other than their representative or agents, for the purpose of performing any obligation of Lessee, under this Agreement.

C. If said Lessee becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act.

D. If a Writ of Attachment or Execution is levied on this Agreement.

City of Lakewood, Recreation Lease Agreement for LEC Page 27 of 38 E. If in any proceeding or action to which Lessee is a party a Receiver is appointed with authority to take possession of the Premises.

F. Any involuntary assignment shall constitute a default by Lessee, and City shall have the right to elect to terminate this Agreement, in which event this Agreement shall not be treated an asset of Lessee.

G. Ownership of Lessee. The fact that Cynthia Flavin is an owner of Lessee and will be involved in the management of the Lakewood Equestrian Center is a material factor in City’s willingness to enter into this Agreement with Lessee, at any time during the Term of this Agreement, including any extension thereof, should Cynthia Flavin cease to be an owner of Lessee or cease to be involved in the management of the Lakewood Equestrian Center, then Lessee shall give City notice of the same immediately upon such occurrence. City may, in its sole discretion, at any time thereafter terminate this Agreement upon giving Lessee at least 180 days’ notice of such termination. The provisions set forth in this subsection are independent from and in addition to the provisions set forth elsewhere in this section.

63.Licenses. Lessee shall, at its expense, obtain from time to time and shall be in possession of and display such licenses, permits or certificates issued by Federal, State, County, and City authorities certifying that the business operations, equipment, facilities, products on sale and methods of preparing, serving and selling thereof all meet current health and sanitation regulations, as well as all necessary business licenses and permits.

Lessee agrees to provide City with current copies of said licenses and permits and with copies as they are renewed.

Lessee shall require the same of its vendors, business entities, independent contractors, third party subcontractors, and other parties operating or doing work on Premises.

64.Business Operation. Lessee agrees to operate the business authorized by this Agreement and to devote all time reasonably necessary to the supervision of said business.

Lessee agrees to price all goods and services at a rate comparable to the prices of said goods and services pursuant to section 19, and to submit and file with City at all times a statement of prices of goods and services. Lessee shall not charge any person at a rate differently than that set forth on the schedule filed with City without City’s written approval.

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65.General Oversight.

Lessee shall use reasonable efforts to stay informed of equine health and/or safety issues and shall implement any governmental mandates related to equine health and/or safety.

Lessee shall establish, and maintain up to date, a Lakewood Equestrian Center website that provides information on services, events, rates, and other information the public would need to know about programs and activities available. The website should also contain an announcement section where dates for meetings, events, construction schedules, rule changes, and other information that is timely can be posted. City shall provide a link on its website to Lessee’s website for the Lakewood Equestrian Center.

Lessee shall maintain one or more bulletin boards for posting notices, hours of operation, fees, safety regulations, information about activities on the Premises and may distribute pamphlets or brochures describing the services and activities available on the Premises. All promotional materials shall contain the reference "Lakewood Equestrian Center”.

66.Legal Responsibilities. Lessee shall keep informed of local, state, and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Lessee’s service pursuant to this Agreement. Lessee shall at all times observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of Lessee to comply with this section.

67.Youth Protection. If Lessee or Lessee’s subcontractors and/or vendors provide youth programs, Lessee must secure an Originating Agency Identifier from the United States Department of Justice to access the State of California’s criminal justice database and conduct background checks of persons assigned to work with minors.

Pursuant to California Assembly Bill 506, Lessee and Lessee’s vendors, business entities, independent contractors, third party subcontractors, and other parties operating or doing work with minors must complete child abuse and neglect reporting training; submit to City a background check pursuant to section 11105.3 of the penal code to identify and exclude any persons with a history of child abuse; and shall develop and implement child abuse prevention policies and procedures which include (but are not limited to):
o Policies to ensure incidents of suspected child abuse are reported to the appropriate entities. Section 11165.9 of the California Penal Code o Policies requiring the presence of at least two mandated reporters when employees and volunteers are in contact with or supervising children.

City of Lakewood, Recreation Lease Agreement for LEC Page 29 of 38 Additionally, Lessee shall meet the provisions of California Public Resources Code, Section 5164 and shall not hire a person for employment or hire a volunteer to perform services for recreational purposes, who will be assigned in a position having supervisory or disciplinary authority over a minor, if that person has been convicted of certain crimes as defined in Public Resources Code, Section 5164.

Prior to appointment, Lessee will require employees, volunteers and subcontractors that will have direct supervision over or conduct programs with minors, to be fingerprinted for a background investigation through the California Department of Justice.

Lessee shall ensure that all personnel who have supervisory capacity over minors be appropriately trained and comply with the California Child Abuse and Neglect Reporting Act, which provides definitions and procedures for mandated reporting of child abuse.

68.Payroll Records. Lessee shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Lessee shall require its contractors, subcontractors and vendors to also comply with section 1776 of the California Labor Code.

69.Emergency Preparedness and Response. Lessee shall establish, and maintain up to date, an Emergency Preparedness and Evacuation Plan, to file with City and train all employees, vendors, business entities, independent contractors, third party subcontractors, and other parties on emergency response procedures.

Lessee shall cooperate with City during an emergency situation, including a disaster or other unanticipated eventualities. During an emergency, whereby horses or other animals from other areas may need to be housed on the Premises during the emergency, the fee for boarding such horses during the emergency must be approved by City. Lessee shall notify City immediately upon receiving a request for temporary boarding of horses or other animals at Lakewood Equestrian Center. Temporary boarding fees will only be approved by City if, in the sole opinion of City, they represent a fair charge for services needed to board the animals during the unanticipated emergency. It shall be the responsibility of Lessee to justify the requested temporary fee for boarding to City.

70.Facility Security. Lessee shall be responsible for having adequately trained personnel on site to supervise and operate the facility and respond to emergencies, including but not limited to an accident or fire, on the Premises.

Lessee will notify City of incidents, accidents, emergencies or other significant disturbances within 24 hours.

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71.Fire Safety. Lessee shall take all necessary precautions to prevent fire in or about the Premises. Lessee shall, at its expense, install and maintain such fire prevention and firefighting practices and equipment as may be specified or required by City or any other agency having jurisdiction to regulate fire prevention measures at the Premises.

In accordance with Los Angeles County Fire Department Guidelines, City has installed twenty-five (25) fire extinguishers located throughout Premises. Lessee is responsible for the monthly and annual inspections of fire extinguishers as well as the replacement or refilling of fire extinguishers when used on Premises.

Use of tobacco and marijuana products, including smokeless tobacco and ecigarettes is strictly prohibited on the Premises and the surrounding area.

No goods, merchandise or material shall be kept, stored, or sold in or on said Premises which are in any way explosive or hazardous; and no offensive or dangerous trade, business, or occupation shall be carried on therein or thereon, and nothing shall be done on said Premises, other than as is provided for in this Agreement, and no machinery or apparatus shall be used or operated on said Premises which will, in any way injure said Premises or adjacent buildings.

Gasoline and other flammable material shall be stored, handled, and used by Lessee as required by all present and future regulations and laws.

Lessee represents and warrants to City that Lessee will not generate, store, release or dispose of any hazardous materials on, under or about the Premises in violation of any hazardous substance laws. Lessee shall indemnify, defend and hold City harmless from any costs, losses, claims, damages, penalties and liabilities arising from Lessee’s generation, storage, release, or disposal of any hazardous materials on or about the Premises. The provisions of this section will survive the expiration or termination of this Agreement.

72.Conflict of Interest. Lessee warrants and covenants that no official or employee of City nor any business entity in which an official or employee of City is interested; (1) has been employed or retained to solicit or aid in the procuring of this Agreement; (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to City. In the event City determines that the employment of any such official or employee is not compatible with such official's or employee's duties as an official or employee of City, Lessee, upon request of City, shall terminate such employment immediately. For breaches or violation of this paragraph, City shall have the right both to annul this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official or employee.

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73.Assignment, Transfer of Ownership or Control.

A. This Agreement shall not be assigned or encumbered, in whole or in part, or subleased or mortgaged in any manner, nor shall title thereto, either legal or equitable, or any right or interest in the property be sold, transferred or assigned to any person without the prior written consent of the City Council. Lessee understands and agrees that a primary motivating force in entering into this Agreement was the representations made by Lessee, and a condition of the continuation of this Agreement is the participation by Lessee in the management and operation of the property. Lessee agrees not to allow any other person other than Lessee to assume a position of management and control of the Premises or the Lakewood Equestrian Center without first obtaining City’s consent in writing. Any assignment, encumbrance, sublease or violation of any of the terms and provisions of this paragraph without City’s written consent is void and, at City’s election, shall constitute a default terminating this Agreement.

B. Lessee shall promptly notify City of any actual or proposed change in, or transfer of, or acquisition by any other party of, or control of the corporate Lessee. The word control as used herein is not limited to major stockholders but includes any and all shareholders thereof or any other person having working control of the business entity. A rebuttable presumption that a transfer of control has occurred shall arise upon the sale or transfer by any person of ten percent (10%) or more of the shares of the business entity. Every change, transfer or acquisition of control of the corporation shall make the Agreement subject to cancellation unless and until City has consented thereto. For the purpose of determining whether it shall consent to such change, transfer or acquisition of control, City may inquire into all qualifications of the prospective controlling party.

C. In the absence of extraordinary circumstances, City will not approve any transfer or assignment of the Agreement prior to seventy percent (70%) of the completion of the proposed improvements.

74.No Waiver. No waiver by City of City’s right to enforce any provision hereunder after any default on the part of Lessee shall be deemed a waiver of City’s right to enforce each and all of the provisions hereof upon any other or further default on the part of Lessee. The acceptance of Rent hereunder shall not be or constitute to be a waiver of any breach of any term, covenant or condition of this Agreement.

75.Eminent Domain. This Agreement shall not in any way or to any extent impair or effect the right of City to acquire Lessee’s interest in the Premises during the Term of this Agreement, either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or to breach, either for a term or in perpetuity, City’s right of eminent domain with respect to the Premises and Lessee’s interest therein.

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76.Default.

A. The occurrence of any of the following shall constitute a default by Lessee:
i. Failure to make any payment of Rent or any other payment required to be made by Lessee when due, if failure continues for ten (10) days after notice has been given to Lessee.
ii. Failure to initiate and complete facility improvements. iii. Abandonment and vacation of the Premises, including the failure to occupy the Premises, and operate the business thereon for thirty (30) consecutive days.
iv. The failure of Lessee to submit required reports as listed in section 8, upon thirty (30) days written notice from City of failure to submit required reports.
v. The failure of Lessee to observe or perform all of the covenants, conditions or provisions of this Agreement to be observed or performed by Lessee, upon thirty (30) days written notice from City to Lessee. If the nature of Lessee’s default is such that more than thirty days are reasonably required for cure thereof, then Lessee shall not be in default, if Lessee shall commence such cure within the thirty day period and thereafter diligently prosecutes such cure to completion.
vi. The failure of Lessee to comply with any written order or directives relating to the Premises from any governmental entity within the time set forth in such order and all applicable appeal rights have been exhausted.
vii. If any petition is filed by Lessee under any section or chapter of the federal Bankruptcy Code as it may be amended from time to time and such petition is not dismissed within ninety days after the filing thereof; if Lessee becomes insolvent or makes a transfer in fraud of creditors; if Lessee makes a general arrangement or general assignment for the benefit of creditors; if a receiver, custodian or trustee is appointed for any of the assets of Lessee located at the Premises and the appointment is not vacated within ninety (90) days.
viii. The discovery by City that Lessee has provided City with false financial information.

No notice under this subsection shall be deemed a forfeiture or termination of this Agreement unless City so elects in the notice.

B. If Lessee commits a default, it is understood that the remedies herein provided for City are not exclusive; they are cumulative, in addition to the remedies now or later provided by law or at equity, and any of which remedies City shall have the right to use at its option:
i. City can continue this Agreement in full force and effect, and this Agreement will continue in effect as long as City does not City of Lakewood, Recreation Lease Agreement for LEC Page 33 of 38 terminate Lessee’s right to possession, and City shall have the right to collect Rent when due. Such election shall not be deemed a waiver of City’s right at any time to demand that Lessee correct said default or to enforce this Agreement.
ii. City can terminate Lessee’s right to possession of the Premises at any time if Lessee defaults as described above. No act by City other than giving notice to Lessee shall terminate this Agreement.

Acts of maintenance, emergency repairs, or other acts taken by City to protect said Premises or the public shall not constitute a termination of Lessee’s right of possession without such notice. iii. City shall have the right to collect all business receipts and to conduct Lessee’s business in whole or in part.
iv. City at any time after Lessee commits a default under this Agreement can cure the default at Lessee’s cost. If City at any time by reason of Lessee’s default pays any sum or does any act that requires the payment of any sum, or the occurrence of any cost, the sum paid or cost incurred by City shall be due immediately from Lessee to City at the time the sum was paid, and if paid at a later date, shall bear interest at the Prime Interest Rate plus 0.5% per annum from the date the sum is paid by City until City is reimbursed by Lessee. The sum, together with interest on it, shall be additional Rent.

C. City shall be in default under this Agreement if it fails or refuses to perform any provision of this Agreement that it is obligated to perform, if the failure to perform is not cured within thirty (30) days after notice of the default has been given by Lessee to City. If the default cannot be reasonably cured within thirty (30) days, City shall not be in default of this Agreement, if City commences to cure the default within the thirty (30) day period, and diligently and in good faith continues to cure the default thereafter.

77.Surrender of Premises and Holding Over.

A. On the termination of this Agreement, Lessee shall surrender to City the Premises and the Edison right-of-way, along with all-improvements, additions and alterations thereon, in good condition except for ordinary wear and tear occurring after the last required maintenance by Lessee, or destruction of the Premises as covered by this Agreement, and with the exception of any property that Lessee has the right to remove or is obligated to remove under the provisions of this Agreement. Lessee shall remove all its personal property prior to the termination date, and perform all restoration necessary by removal of any alterations or Lessee’s personal property within ten (10) days after the termination of the Agreement. City can elect to retain or dispose of in any manner any alteration or Lessee’s personal property that Lessee does not remove from the Premises on expiration or termination of the Agreement, as allowed or required by this City of Lakewood, Recreation Lease Agreement for LEC Page 34 of 38 Agreement, by giving at least ten (10) days’ notice to Lessee. Title to any such alteration or Lessee’s personal property that City elects to retain, or dispose of on the expiration of the ten (10) day period, shall vest in City.

Lessee waives all claims against City for any damage to Lessee resulting from City’s retention or disposition of any such alteration, or Lessee’s personal property. Lessee shall be liable to City for City’s costs of storage, removal and disposal of any alterations, or Lessee’s personal property. If Lessee fails to surrender the Premises to City on the expiration of the Term, as required by this subparagraph. Lessee shall hold City harmless from all damages resulting from Lessee’s failure to surrender the Premises.

B. If Lessee, with City’s consent, remains in possession of the Premises after the expiration or termination of the Term, such possession shall be deemed to be a month-to-month tenancy, terminable on thirty (30) day notice given at any time by either party. All provisions of this Agreement, except those pertaining to the Term shall apply to the month-to-month tenancy.

78.Undue Influence. Lessee declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Lessee, or from any officer, employee, or agent of Lessee, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling City to any and all remedies at law or in equity.

79.No Benefit to Arise to City Employees. During Lessee’s tenure and for one year thereafter, no member, officer, or employee of City, or Lessee’s designees or agents, and no public official who exercises authority over or responsibilities with respect to the services under this Agreement shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the services performed under this Agreement.

80.Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable litigation expenses, including but not limited to attorneys’ fees and court costs.

81.Advice of Counsel. Each party hereto has been provided full opportunity for review of this Agreement by legal counsel. Therefore, no presumption or rule that ambiguity shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement.

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82.Quiet Possession. City covenants and warrants that upon performance by Lessee of its obligations hereunder, City will keep and maintain Lessee in exclusive, quiet, peaceable, undisturbed, and uninterrupted possession of the Premises during the Term of this Lease.

83.Governing Law. City and Lessee understand and agree that the laws of the state of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in municipal, superior, or federal district court with jurisdiction over City.

84.Arbitration. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through direct discussions, City and Lessee agree to submit any such dispute to arbitration, in accordance with standard procedures outlined in the California Arbitration Act. City and Lessee agree to be bound by, and waive the right to litigate the issue in court, the written decision of the Arbitrator. The cost of arbitration shall be equally shared by City and Lessee, and each party shall be responsible for and pay all other costs and attorneys' fees incurred by it in connection with said arbitration. Except as provided in this paragraph, no provision of this Agreement is subject to arbitration.

85.Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

86.Severability. Any part, provision, or representation of this Agreement or any of its exhibits, which is held to be invalid, void or unenforceable by a court of competent jurisdiction, shall be limited to that part, provision or representation and all other parts, provisions, or representations herein shall remain in full force and effect.

87.Authority to Execute this Agreement. The person or persons executing this Agreement on behalf of Lessee warrants and represents that they have the authority to execute this Agreement on behalf of Lessee and have the authority to bind Lessee to the performance of Lessee’s obligations hereunder.

88.Survival of Indemnification and Defense Provisions. Lessee’s Obligations to defend and indemnify City as described in this Agreement shall survive the termination of this Agreement.

City of Lakewood, Recreation Lease Agreement for LEC Page 36 of 38

89.Incorporation of Documents. This Agreement and incorporated documents represent the entire integrated agreement of the parties and supersedes all prior written or oral representations, discussions, and agreements. Exhibits A – H are to be attached to and made part of this Agreement. In the event of any inconsistency between any of the provisions of this Agreement and/or exhibits attached hereto, the inconsistency shall be resolved by giving precedence to this Agreement.

This Agreement may not be modified orally, or in any other manner than by an agreement in writing signed by all parties.

Time is the essence in the performance of Lessee’s obligations under this Agreement.

City of Lakewood, Recreation Lease Agreement for LEC Page 37 of 38

90.Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail in an envelope bearing the proper amount of postage thereon, and addressed as follows:

To City: Director of Recreation and Community Services
City of Lakewood
5050 Clark Avenue, Lakewood, CA 90712
To Lessee: Pilmore Equestrian, LLC
Cynthia Flavin
3426 Warwood Road
Lakewood, CA 90712
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written.

City OF LAKEWOOD
_______________________________
MAYOR
ATTEST:
_______________________________
City Clerk
APPROVED AS TO FORM:
_______________________________
City Attorney
Pilmore Equestrian, LLC
Owner:
_______________________
Cynthia Flavin
City of Lakewood, Recreation Lease Agreement for LEC Page 38 of 38 List of Exhibits attached.

Exhibit A Parcel Map and Aerial Image with Property Lines of Premises Exhibit B Southern California Edison Company License Agreement with City of Lakewood, expires December 31, 2025
Exhibit C Lessee’s Performance Evaluation Form
Exhibit D Facility Inspection Form
Exhibit E Definitions of Regular Maintenance, Major Maintenance and Capital Improvements to Structures and Fixed Assets
Exhibit F Monthly Operations Report Form
Exhibit G City’s Request for Qualifying Information Published 7-16-24 Exhibit H Aerial Image-Rynerson Park Horse Trail and Passive Turnout Exhibit I Lessee’s Proposed Site Plan, Rough Order of Magnitude, Facility Improvement Timeline and Pro Forma
Exhibit A
Parcel Map and
Aerial Image with Property Lines
of Premises
2 pages
Equestrian Center Area
Exhibit A
Parcel Map of Premises
Exhibit A
Aerial Image w/ Property Lines of Lakewood Equestrian Center Exhibit B
Southern California Edison Company
License Agreement
with City of Lakewood,
expires December 31, 2025
24 pages
DocuSign Envelope ID: 2180BF6E- 1D4D-4CD6-AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

THE CITY OF LAKEWOOD

L I C E N S E A G R E E M E N T

INDEX OF ARTICLES

1. USE

2. TERM

3. CONSIDERATION

4. INSURANCE

5. LICENSER' S USE OF THE PROPERTY

6. LICENSEE' S IMPROVEMENTS

7. LICENSEE' S PERSONAL PROPERTY

8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES

9. ACCESS AND CLEARANCES

10. PARKING

11. WEEDS, BRUSH, RUBBISH AND DEBRIS ( WEED ABATEMENT)

12. FLAMMABLES, WASTE AND NUISANCES

13. PESTICIDES AND HERBICIDES

14. HAZARDOUS WASTE

15. SIGNS

16. FENCING AND EXISTING FIXTURES

17. PARKWAYS AND LANDSCAPING

18. IRRIGATION EQUIPMENT

19. UNDERGROUND TANKS

20. UNDERGROUND FACILITIES

21. UTILITIES

22. TAXES, ASSESSMENTS AND LIENS

23. EXPENSE

24. ASSIGNMENTS

25. COMPLIANCE WITH LAW

26. GOVERNING LAW

27. INDEMNIFICATION

28. TERMINATION

29. EVENTS OF DEFAULT

30. REMEDIES

31. LICENSEE' S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION

32. LIMITATION OF LIABILITY

33. NON- POSSESSORY INTEREST

34. WAIVER

35. AUTHORITY

36. ELECTRIC AND MAGNETIC FIELDS
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37. INDUCED VOLTAGES

38. NOTICES

39. RECORDING

40. COMPLETE AGREEMENT

41. SIGNATURE AUTHORITY

42. SURVIVAL
APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS ADDENDUMISi

PARKING

RIDING & BOARDING

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LICENSE AGREEMENT
THIS AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized under the laws of the State of California, called " Licensor", and THE CITY OF LAKEWOOD, called " Licensee";
WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth, hereinafter designated as" Property" on the Exhibit" A" attached hereto and made a part hereof, being a portion of Assessor' s Parcel Number 7060- 002- 800 and being all of Assessor' s Parcel Number 7060- 002- 801, situated in the City of Lakewood, County of Los Angeles, State of California, subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether or not of record.

Acknowledement of License and Disclaimer of Tenancy
Licensee acknowledges and agrees that the License constitutes a limited, revocable, non- possessory, personal and non- assignable privilege to use the Property solely for those permitted uses and activities expressly identified in the Agreement ( the" License Privilege"). Licensee further acknowledges and agrees that:

The consideration paid by Licensee pursuant to Article 3 of the Agreement is consistent with the value of the rights comprising the License Privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest ( such as a lease) in the Property or similarly situated parcels.

Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or leasehold in relation to the Property.

The Agreement and/ or any prior and/ or future acts or omissions of Licensor shall not create ( or be construed as creating) a leasehold, tenancy or any other interest in the Property.

Licensor may terminate the License and revoke the License Privilege at any time, subject, if applicable, to a notice period agreed upon by the parties, as more particularly set forth in the Agreement.

In consideration of Licensor' s grant of the License, Licensee specifically and expressly waives, releases and relinquishes any and all right(s) to assert any claim of right, privilege or interest in the Property other than the License.

Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Licensor would not enter into the Agreement.

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1, Use: Licensee will use the Property for horse stable purposes only. Licensor makes no representation, covenant, warranty or promise that the Property, and any fixtures thereon, are fit or suitable for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee' s use of the property for any other purpose and/ or failure to utilize the Property in accordance with this License as determined by the Licensor in its sole discretion will be deemed a material default and grounds for immediate termination of this Agreement in accordance with Articles 28 and/ or 30.

2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term of five ( 5) years commencing on the first day of January, 2021 and ending on the last day of December, 2025. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason.

3. Consideration: Licensee will pay to Licensor the sum of Thirty Nine Thousand One Hundred Fifty Seven and 75/ 100 Dollars($ 39, 157. 75) upon the execution and delivery of this Agreement with subsequent annual payments- Payment to Licensor must be in the form of a check or money order payable to Southern California Edison Company. No cash payments will be accepted by Licensor.

Payment schedule:

Year Term Yearly Payment Due
Amount First Day Of
First Year 2021 39, 157. 75 January
Second Year 2022 40, 332. 48 January
Third Year 2023 41, 542. 45 January
Fourth Year 2024 42, 788. 73 January
Fifth Year 2025 44, 072. 39 January
All accounts not paid by the agreed upon due date may be subject to a late fee of up to 20% of the amount that was due on the date.

All payments subsequent to the initial payment will be paid to the Southern California Edison Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department - Accounts Receivable.

4. Insurance: During the term of this Agreement, Licensee shall maintain the following insurance:
a) Workers' Compensation with statutory limits, under the laws of the State of California and Employer' s Liability with limits of not less than $ 1, 000, 000. 00 each accident, disease/ each employee, and disease/ policy limit. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. b) Commercial General Liability Insurance, including contractual liability and products liability, with limits not less than $ 2, 000, 000. 00 per occurrence and $ 2, 000, 000. 00 in the aggregate. Such insurance shall: ( i) name Licensor, its officers is and a pioyees Initial s"J )
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as additional insureds, but only for Licensee' s negligent acts or omissions; ( ii) be primary for all purposes and (iii) contain separation of insureds or cross-liability clause, and (iv) require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor.
c) Commercial Automobile Liability insurance with a combined single limit of 1, 000, 000. 00. Such insurance shall cover the use of owned, non- owned and hired vehicles on the Property.
d) Self- Insurance: Licensee may self-insure all of the insurance requirements above if they belong to an approved Secondary Use Category and the self- insurance is maintained under a self-insurance program reasonably satisfactory to Licensor. Horse stable use is an approved Secondary Use Category; Licensee may submit written verification of selfinsurance to meet the above insurance requirements.

The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement and grounds for immediate termination pursuant to Articles 28 and/ or 30. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38 Notices", at least ten days prior to the effective date of this Agreement, and thereafter at least ten days prior to each insurance renewal date. Licensee must provide Licensor at least thirty ( 30) days notice before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the event insurance is canceled for the non- payment of a premium, Licensee must provide to Licensor at least ten ( 10) days' prior written notice before the effective date of cancellation. The required insurance policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and non- contributory with any insurance or self-insurance maintained by Licensor.

S. Licensor' s Use of the Property: Licensee agrees that Licensor, its successors and assigns, have the right to enter the Property, at all times, for any purpose, and the right to conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property, structures, and/ or crops located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the Property or a portion thereof, and/ or any related damages, as a result of Licensor' s activities under this Article.

6. Licensee' s Improvements: Licensee must submit, for Licensor' s prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, - identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee' s conceptual plans for proposed improvements shall be developed in accordance with the guidelines contained in the Appendix to this License. It is understood and agreed that the general guidelines contained in the Appendix are intended to provide a framework for the development of conceptual plans only; and that Licensor may modify or add to the conditions contained in the Appendix hereto, based on individual site characteristics, Licensor' s existing or potential operating needs or Licensee' s proposed use( s). Licensee must submit, for Licensor' s prior written approval plans for any modifications to such improvements. Written approval may be modified and/ or rescinded by Licensor for any reason whatsoever.

To the extent Licensor reviews and/ or approves any improvement plans, Licensor is doing so only for purposes of determining whether said improvements are compatible with Licensor's use of the Property.

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Formerly Contract No. L1246)
Under no circumstances shall such review and/ or approval be construed as a warranty, representation, or promise that the Property is Fit for the proposed improvements, or that said improvements comply with any applicable city, state, or county building requirements, other legal requirements, or the generally accepted standard of care.

At any time, Licensor may require Licensee to modify and/ or remove any or all such previously approved improvements at Licensee' s risk and expense and without compensation from Licensor. Licensor is not required, at any time, to make any repairs, improvements, alterations, changes or additions of any nature whatsoever to the Propertyand/ or any fixtures thereon. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensoe' s right to terminate in accordance with Articles 28, and/ or 30.

7. Licensee' s Personal Property: ( i) Licensor grants Licensee permission to place Licensee' s personal property on the Property consistent with the use identified in Article 1 and other terms of this Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the termination or expiration of this Agreement. All equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the property of Licensee, except as otherwise set forth herein.

Licensee shall be responsible for any damage to the Property and/ or Licensor' s personal property arising out of Licensee' s activities on the Property, including its use and/ or removal of Licensee' s personal property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee' s personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to maintain or secure Licensee' s personal property at any time. ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on the Property, for a period longer than twenty- four (24) consecutive hours, any personal property owned by a non- party to this Agreement.

Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of action, expenses and/ or liability arising from the storage of, damage to, and/ or loss of use of such nonparty' s personal property.

8. Heiaht Limitations and Vertical Clearances: Any equipment used by Licensee or its agents, employees or contractors, on and/ or adjacent to the Property, will be used and operated so as to maintain minimum clearances from all overhead electrical conductors as designated in the table below:

Vehicle/ Equipment Vertical Clearance
500 kV 35 feet
220 kV- 66kV 30 feet
66kV Distribution facilities 25 feet
Telecom 18 feet
All trees and plants on the Property will be maintained by Licensee at a maximum height of fifteen ( 15) feet. if requested by Licensor, Licensee will remove, at Licensee' s expense, any tree and/ or other planting.

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9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access to all of Licensor' s facilities on the Property and at no time will there be any interference with the free movement of Licensor' s equipment, personnel, and materials over the Property. Licensor may require Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen 16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of forty( 40) tons on a three- axle vehicle. The minimum width of all roads shall be increased on curves by a distance equal to 400/ inside radius of curvature. All curves shall have a radius of not less than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by Licensor, Licensee will make no use of the area directly underneath Licensor' s towers and will maintain the following minimum clearances:
a. A 50- foot- radius around suspension tower legs, H- Frames and poles and 100- foot radius around dead- end tower legs, H- Frames and poles. b. A 25-foot- radius around all other poles.

NOTE: Additional clearance may be required by Licensor for structures.

10. Parkins: Licensee will not park, store, repair or refuel any motor vehicles or allow parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in a writing executed by Licensor.

11. Weeds, Brush. Rubbish and Debris ( Weed Abatement): Licensee will keep the Property clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor.

12. Flammables. Waste and Nuisances: Unless permitted by Licensor in writing, Licensee will not, or allow others, to place, use, or store any flammable or combustible materials or waste materials on the Property or commit any waste or damage to the Property or allow any to be done.

Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances.

Licensee will not permit dogs on the Property.

13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides, herbicides and any other toxic substances declared to be either a health or environmental hazard, and all materials contaminated by such substances, including but not limited to, containers, clothing and equipment, in the manner prescribed by law.

14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and/ or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from all claims, loss, damage, actions, causes of action, expenses and/ or liability arising from leaks of, spills of, and/ or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during and after the Agreement term, and are attributable to the actions of, or failure to act by, Licensee or any person claiming under Licensee.

15. Sigug: Licensee must obtain written approval from Licensor prior to the construction or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three ( 3) days from the date on which the Licensee learns of the graffiti remove any signs hh
taining graffiti or
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shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor.

Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product, service, or good which is ( i) not directly related to Licensee' s use of the Property, ( ii) offensive to the public, or (iii) which Licensor, in its reasonable discretion, deems objectionable.

16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied warranties for any fencing and/ or other fixtures affixed to the Property, and further disclaims any liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior written approval from Licensor. Such fencing will include double drive gates, in locations specified by Licensor, a minimum of twenty ( 20) feet in width, and designed to accommodate separate Licensor and Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property, including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and submitted to Licensor.

17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor.

18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the commencement of this Agreement, including but not limited to pipelines, well pumping equipment and other structures, is the property of Licensor and will remain on and be surrendered with the Property upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense.

19. Underground and Above- Ground Tanks: Licensee will not install underground or aboveground storage tanks, as defined by any and all applicable laws or regulations, without Licensoe' s prior written approval.

20. Underground Facilities: Any underground facilities must be approved by Licensor pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies and/ or procedures of Dig Alert, prior to any underground installation. Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load of forty ( 40) tons on a three- axle vehicle.

Licensee will compact any earth excavated to a compaction of ninety percent ( 90%). Licensee will relocate its facilities at its own expense so as not to interfere with Licensor' s proposed facilities.

21. Utilities: Licensee will pay all charges and assessments for, or in connection with, water, electric current or other utilities which may be furnished to or used on the Property.

22. Taxes. Assessments and Liens: Licensee will pay all taxes and assessments which may be levied upon any crops, personal property, and improvements, including but not limited to, buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens, including but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person claiming under Licensee. if Licensee fails to pay the above- mentioned taxes, assessments or liens when due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within thirty (30) days of the agreed upon due date will be charged a " late fee" on all amounts outstanding up to the maximum rate allowed by law.
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23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement.

All matters or things required by Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters or things.

24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party.

25. Compliance with Law: Licensee will comply with all applicable federal, state, county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee' s activities hereunder. Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and/ or liability arising from or resulting from any violation of this provision.

26. Governing Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions will be determined in accordance with the laws of the State of California.

27. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and/ or liability arising from or growing out of loss or damage to property, including that of Licensor, or injury to or death of persons, including employees of Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee.

28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation indemnity or otherwise) which Licensee may have incurred. Upon termination, Licensor may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee' s failure to perform its obligations under this Agreement. Licensee' s continued presence after termination shall be deemed a trespass. In the event of a termination for any reason other than non- payment of the License fee, Licensor shall refund any previously collected/ pre- paid License fees covering the unused portion of the remaining term, to the extent such fees exceed any offset claimed by Licensor under the Agreement

29. Events of Default: In addition to material defaults otherwise described herein, the occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee:
a) Any failure by Licensee to pay the consideration due under Article 3, or to make any other payment required to be made by Licensee when due. b) The abandonment or vacating of the Property by Licensee. os
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c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 24.
d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency for Licensee' s activities under this Agreement. e) Any attempt to exclude Licensor from the licensed premises. f) The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee' s assets located on the Property or of Licensee' s privileges hereunder where possession is not restored to Licensee within five ( 5) days', the attachment, execution or other judicial seizure of substantially all of Licensee' s assets located on the Property or of Licensee' s privileges hereunder, where such seizure is not discharged within live ( 5) days. g) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in " clause f' of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof.
h) Any claim by Licensee that it has a possessory interest and/ or irrevocable license in the Property.
i) With respect to items not otherwise listed in Article 29, a- h, the failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee. Licensor shall provide written notice of such failure and Licensee shall be considered in material default where such failure continues for a total of ten ( 10) or more consecutive days from the date of the notice. Further, with respect to items not otherwise listed in Article 29. a- h, Licensee shall be considered in material default should Licensee fail to observe or perform any other provision of this Agreement for more than fifteen( 15) days during the entire Term of the Agreement in the aggregate, after Licensor provides an initial written notice of such failure. After providing initial notice under this provision, Licensor will not be required to provide any subsequent notice of breach of this Agreement.

30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any material default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee hereunder by giving written notice of such immediate termination to Licensee.

31. Licensee' s Personal Property Upon Terminatign or Expiration: In the event that this Agreement is terminated, whether termination is effected pursuant to Article 28 and/ or 30, or in the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee' s sole cost and expense and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition it was in prior to the Licensee' s use of the Property, in a manner satisfactory to Licensor.

If Licensee fails or refuses to remove any of Licensee' s personal property, building( s), fixture( s) or structure( s) from the Property prior to the earlier of the termination date or expiration date, said personal Initial Ein—s-o)r//Vi cesee n
10_
Rev8 2016- 05- 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2 31 94 7521 8 SCE Doc. 143825 and 153774 Att. Contract No. 9.3688
Formerly Contract No. L1246)
property, building( s), Fixtures) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with no further notice to Licensee. Licensor shall not be required to seek and/ or obtain judicial relief including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible for the value of Licensee' s personal property.

Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to( i) the removal, disposal or sale of Licensee' s personal property, building(s), fixture(s) or structure(s), ( ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies and environmental remediation and/ or cleanup attributable to Licensee' s use of the Property, and (iv) the restoration of the Property to the condition it was in prior to Licensor' s initial use of the Property.

Licensee agrees to pay such expenses to Licensor upon demand.

32. Limitation of Liability:

IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3 WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR. LICENSEE

AGREES TO LIMIT LICENSOR' S LIABILITY PURSUANT TO THIS AGREEMENT AS SUCH IF LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR' S NEGLIGENCE. INCLUDING GROSS NEGLIGENCE. FOR DAMAGE OR DESTRUCTION OF LICENSEE' S PERSONAL PROPERTY BUILDINGISI. STRUCTURE(S) OR FIXTURE(S) AFTER THE TERMINATION OR EXPIRATION OF

THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL

FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT

FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR DAMAGE TO LICENSEE' S BUSINESS. IF ANY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS. LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY

LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE HOWEVER OCCURRING RELATED TO THIS AGREEMENT.

33. Non- Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any possessory interest, whether temporary, permanent, or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest and Licensee will not claim that it has or ever had an irrevocable license in the Property.

34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally or by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed by Licensor. No waiver by Licensor of any provision shall be deemed a waiver of any other provision or of any subsequent breach by Licensee of the same or any other provision. Licensor' s consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Licensor' s consent to or approval of any subsequent act by Licensee. Licensor' s acceptance of payment after providing notice of termination to Licensee shall not constitute a waiver of Licenser' s termination of the Agreement.

35. Authority: This Agreement is executed subject to General Order No. 69- C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this reference. As set forth in General Order 69- C, this License is made conditional upon the right of the Licensor either on order of the Public Utilities Commission or on Grantor' s own motion to resume the use of that property (including, but not limited to the removal of any obstructions) whenever, in the interest of Licensor's service to its patrons or consumers, it shall appear necessary or desirable to do so.

Initial
k )/
lcensor/ Licensee
ilRev8 2016- 05- 1 1 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)
Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should not be construed as a subordination of Licensor' s rights, title and interest in and to its fee ownership, nor should this Agreement be construed as a waiver of any of the provisions contained in said License or a waiver of any costs of relocation of affected Licensor facilities.

36. Electric and Magnetic Fields f" EMF" 1: There are numerous sources of power frequency electric and magnetic field (" EMF"), including household or building wiring, electrical appliances and electric power transmission and distribution facilities. There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long-term exposures to EMF and certain diseases is based on this scientific research and public concerns.

While some 40 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about diseases have been successfully resolved due to an aggressive international research program. However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases ( e. g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected,
Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the property under this agreement, the information available about EMF. Accordingly, Licensor has attached to this document a brochure that explains some basic facts about EMF and that describes Licensor policy on EMF. Licensor also encourages Licensee to obtain other information as needed to assist in understanding the EMF regarding the planned use of this property.

37. Induced Voltages: Licensee hereby acknowledges that any structures( including, but not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed herein, hereinafter, the" Structures") in close proximity to one or more high voltage( 66 kilovolt or above) electric transmission lines and/ or substation facilities may be susceptible to induced voltages, static voltages and/ or related electric fault conditions ( hereinafter collectively referred to as" Induced Voltages") unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated, Induced Voltages can cause a variety of safety and/ or nuisance conditions including, but not limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities connected to the Structures ( including, but not limited to, natural gas lines, water lines or cable television lines), or interference with or damage to sensitive electronic equipment in or around the Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of factors such as electric facility configuration and voltage, other utilities involved, or sensitivity of electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation measures should be undertaken regarding the Structures and to implement such mitigation measures at its sole cost and expense.

Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective officers and employees against all claims, loss, damage, actions, causes of action, expenses and/ or liability arising from or growing out of loss or damage to property, including Licensor' s own personal property, or injury to or death of persons, including employees of Licensor caused by or resulting from or connected to Induced Voltages on or related to the Structures.

Lr// Initial
icensee
12-
Rev8 2016-05. 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

38. Notices: All notices required to be given by either party will be made in writing and deposited in the United States mail, first class, postage prepaid, addressed as follows:

To Licensor: Southern California Edison Company
Vegetation & Land Management
Land Management- Metro Region
2 Innovation Way
Pomona, CA 91768
To Licensee: The City of Lakewood
5050 Clark Avenue
Lakewood, CA 90712
Business Telephone No. ( 562) 866- 9771
Notice will be deemed effective on the third calendar day after mailing. A party will immediately notify the other party in writing of any address change.

39. Recording: Licensee will not record this Agreement.

40. Comvlete Agreement: Licensor and Licensee acknowledge that the foregoing provisions and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any way by any previous written or oral agreements or any subsequent oral agreements or unsigned written agreements. This Agreement may be modified or amended only by way of a writing executed by both parties.

41. Signature Authority: Each of the persons executing this Agreement warrants and represents that he or she has the full and complete authority to enter into this Agreement on behalf of the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms contained herein.

42. Survival: Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

This space left intentionally blank)
ADS
Initial Jh )/ f
f
r/ Licensee
13-
Rev9 2016- 05. 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate.

LICENSOR:

SOUTHERN CALIFORNIA EDISON COMPANY
DOGUSigned by:

DF058488429D4E5...

JAMES MACKENZIE,
Principal Manager, DAeeter, vegetati n R. Land se.,....... ent Land & Forest Management
11/ 5/ 2020
Date
LICENSEE:

THE CITY OF LAKEWOOD
By

OD OGERS, M T
Date
hDS
Ire tial ` U
1scensor/ Licensee
14-
Fev8 2016- 05 11 GS K8
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6-AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

APPENDIX
Guidelines for Standard Licensee Improvements
The following criteria are provided to aid in developing a conceptual plot plan to be submitted to Southern California Edison Company herein after referred to as " Licensor" for consideration and approval prior to the start of anti construction on" Licensor" 12rouertu.

Plans should be developed indicating the size and location of all planned improvements. The plan should specify the dimensions of all planned improvements and the distance of all planned improvements from property lines and all adjacent " Licensor" towers, poles, guy wires or other" Licensor" facilities.

The plan must show the locations of all " Licensor" towers and poles, 16- foot wide access roads, main water lines and water shut-off valves, electrical service lines and parking areas. All plans must indicate adjacent streets and include a" north arrow" and the Licensee' s name.

SHADE STRUCTURES
Definition: A non flammable frame covered on the top with a material designed to provide shade to aid in growing plants)

1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations, should be placed perpendicular to Licensor' s overhead electrical conductors( wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height

2. Shade structures will not be permitted within the following areas reserved for Licenser' s access:
a. Within 2 feet from edge of 16- foot wide access roads b. 50- foot radius around suspension tower legs, H- Frames and poles c. 100- foot radius around dead- end tower legs, H- Frames and poles d. 25- foot radius around anchors/ guy wires, poles and wood poles

3. Shade structures must utilize the following design:
a. Temporary/ slip joint construction only
b. Non- flammable frame only
c. Adequately grounded by a licensed electrical engineer d. Shade covering must be non- flammable and manufactured with non- hydrocarbon materials.

DS
Initial
Licensor/ Licensee
1-
Rev8 2016-05- 11 GS IB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

SHADEHOUSES/ HOTHOUSES
Definition: A simple, non-flammable, enclosed structure designed to control temperature without the benefit of heating and/ or air conditioning units to aid in propagating and/ or grouring plants)

1. Shadehouses/ hothouses must maintain minimum spacing of 50 feet between shadehouse/ hothouse locations, should be placed in perpendicular to Licensor' s overhead electrical conductors ( wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height

2. Shadehouses/ hothouses will not be permitted within the following areas reserved for Licensor' s access:
a. Within 2 feet from edge of 16- foot wide access roads b. 50 foot radius around suspension tower legs, H- Frames and poles c. 100- foot radius around dead- end tower legs, H- Frames and poles d, 25- foot radius around anchors/ guy wires, poles and wood poles

3. Shadehouses/ hothouses must utilize the following design:
a. Temporary/ slip joint construction only
b. Non- flammable frame only
c. Adequately grounded by a licensed electrical engineer d. Covering must be non- flammable and manufactured with non- hydrocarbon materials

GREENHOUSES
Definition: An enclosed structure designed to control temperature and/ or humidity by the use of heating and/ or air conditioning units to aid in propagating and/ or growing plants) Greenhouses will be considered on a case- by- case basis.

IRRIGATION SYSTEMS / WELLS

1. Maximum diameter of pipe: 3 inches

2. All pipe must be plastic Schedule 40 or better

3. No irrigation system will be permitted within the following areas reserved for Licensor' s access:
a. Within 2 feet from edge of 16- foot wide access roads b. 50 - foot radius around suspension tower legs, H- Frames and poles c. 100- foot radius around dead- end tower legs, H- Frames and poles os Initial `_ J _
or/' Licensee
2-
Rev8 2016 05- t 1 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D-4CD6-AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L 1246)

4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way

5. Suitable identification markers will be required on main controllers and valves

6. Locations of main shut off valve will be provided and shown on a plot plan

7. Underground facilities must have a minimum cover of three feet

8. Earth disturbed must be compacted to ninety percent (90%)

LANDSCAPING
I. No trees will be permitted under the overhead electrical conductors or within 20 feet of the" drip line" of the conductors

2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height of only 40. feet and must be maintained by the Licensee at a height not to exceed 15 feet

3. Placement of large rocks ( boulders) must be approved in writing by Licensor

4. Any mounds or change of grade must be approved in writing by Licensor

5. No cactus or thorny shrubs will be permitted

6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in writing by Licensor
TRAILERS ( Definition: Removable / portable office modules are not permitted unthout Licensor' s prior permission. Trailers must meet the follouring criteria to be considered: Trailers must meet the following criteria:
a. Must have axles and wheel and be able to be moved
b. Maximum length: 40 feet
c. Maximum height: 15 feet
d. Maximum width: 12 feet

2. No trailers will be permitted within the following areas reserved for Licensor' s access:
a. Within 2 feet from edge of 16- foot wide access roads b. 50- foot radius around suspension tower legs, H- Frames and poles c. 100- foot radius around dead- end tower legs, H- Frames and poles d. 25- foot radius around anchors/ guy wires, poles and wood poles e. Under or within 10 feet of the conductor" drip lines"

3. Sewer or gas lines to trailers must be approved in writing by Licensor os
Initial Q`icensor/ Licensee
3-
RevS 2016-05- 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

4. Location of all electrical and telephone lines must be approved in writing by Licensor

5. Electrical lines must be installed by a licensed - general contractor.

6. Trailers shall not be used for residential purposes

7. Toxic or flammable materials will not be permitted in trailers

8. Adequately grounded by a licensed - general contractor

PARKING AREAS
Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the drip lines" without Licensor' s prior written approval. Parking spaces to be identified under the approved site plan. " No Parking" striping may be required in areas where additional clearance is required,

MATERIAL STORAGE

1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to provide Licensor clear access to its facilities.

2. Licensee must provide Licensor with a list of material stored on the right of way

3. No toxic or flammable materials will be permitted

4. No materials shall be stored within the following areas reserved for Licensor' s access:
a. Within 2 feet from edge of 16- foot wide access roads b. 50 - foot radius around suspension tower legs, H- Frames and poles c. 100 . foot radius around dead- end tower legs, H- Frames and poles d. 25 feet from anchors/ guy wires, poles and wood poles

5. Storage of materials not to exceed a maximum height of 15 feet

6. No storage of gasoline, diesel or any other type of fuel will be permitted

7. Any fencing around the storage areas must have Licensor' s prior written approval.

Li—O)rf/ Initial
Licensee
4-
RevE 2016. 05- 1 1 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

ADDENDUM

PARKING
A. Vehicles parked on the Property are limited to those owned by Licensee and its employees, invitees, customers and visitors. Licensee will not allow the storage, repairing or refueling of any vehicles on the property.

B. Licensor only allows overflow parking. No portion of the Property will be used to satisfy the minimum parking requirements of any government agency.

C. Licensee must obtain prior written approval from Licensor for any vehicle parting improvements and/ or subsequent modification. Licensee will maintain parldng improvements at all times in a safe condition satisfactory to Licensor.

D. At any time, Licensor may require removal, modification, or relocation of any portion of the parking improvements. At Licensee' s sole expense, Licensee will remove, modify, or relocate same to a location satisfactory to Licensor, within sixty ( 60) days after receiving notice to remove, modify, or relocate from Licensor.

E. Parking will be permitted in designated areas only. Unless prior written approval is received from Licensor, no parking will be permitted under or within ten ( 10) feet of the " drip line" of Licensor' s overhead electrical conductors.

F. All parking spaces and parking improvements are to be identified on a site plan and submitted to Licensor to obtain prior written approval from Licensor.

G. Bollards, K-rails, or" No Parking" striping may be required to protect Licensor' s structures or in areas where additional clearance is required.

H. The Licensee' s parking area shall not interfere with the Licensor' s minimum access road requirements.

Ll Initial
r/ Licensee
Rev8 2016-05. 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2 31 947521 8 SCE Doc. 143825 and 153774 Att. Contract No, 9. 3688
Formerly Contract No. L1246)

ADDENDUM

TREES/ LANDSCAPING
A. Existing landscaping improvements ( trees, plants, and shrubs) have been inspected and approved by Licensor. This written approval may be modified and/ or rescinded by Licensor for any reason whatsoever.

B. At any time, Licensor may require Licensee to modify and/ or remove any or all such previously approved improvements at Licensee' s risk and expense and without any compensation from Licensor.

C. Licensee agrees and accepts full responsibility for the maintenance and/ or removal of all trees, plants, and shrubs ( vegetation) located on the property. All costs associated with the maintenance and/ or removal of trees/ vegetation will be the sole burden of Licensee.

D. Periodically, the Property will be inspected by Licensor, and upon determination that any tree/ vegetation requires trimming or removal, Licensee will be notified by Licensor. Failure by Licensee to trim or remove said tree/ vegetation in the time allotted, that results in Licensor' s contractor performing the work, Licensee will be billed by Licensor for the contractor' s expense; and Licensee may be subject to termination under the terms and conditions of the Permit or License.

E. Trees/ vegetation must be slow growing and maintained by Licensee to not exceed fifteen{ 15) feet in height.

F. Failure by Licensee to maintain all permit or license clearance requirements will require removal at Licensee' s expense.

G. Unless authorized in writing by Licensor, Licensee agrees not to plant any additional trees, plants, or shrubs within the Property. if additional authorization is requested by Licensee and prior written authorization is received by Licensor, no tree or plant species that is protected by federal or state law shall be planted within Licensoe' s land and no cactus or thorny shrubs/ plants will be permitted.

H. Any improvements or alterations, including retaining walls, planters, placement of large rocks, etc. and any mounds or changes of grade, require prior written approval by Licensor.

1. Licensee will keep the Property clean, free from weeds, rubbish and debris, and in a condition satisfactory to Licensor.

J. Upon permit or license termination, Licensee agrees to remove all trees/ vegetation and improvements and restore the Property to a condition satisfactory to Licensor, at the sole expense of Licensee.

U( -) r
Initial
so Licensee
6-
Rev8 2016. 05- 11 GS- KJ3
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L1246)

ADDENDUM

RIDING AND BOARDING STABLES
A. Licensee must obtain prior written approval from Licensor for the installation of any structures or improvements, including but not limited to, fencing and corrals, and any subsequent modifications. Licensee will maintain the structures or improvements at all times in a safe condition satisfactory to Licensor.

B. At any time, Licensor may require the removal, modification, or relocation of any portion of the structures or improvements, including fences and corrals. Licensee will remove, modify, or relocate same, at its expense, to a location satisfactory to Licensor within sixty ( 60) days after receiving notice to remove, modify, or relocate from Licensor.

C. Vehicle parking is restricted to those areas designated and approved in writing by Licensor.

Licensee will post signs identifying the areas where parking is prohibited.

D. Hay may only be stacked in areas approved of in writing by Licensor and at a maximum height of four bales.

E. Licensee will post and distribute rules to each horse owner boarding horses. The rules will include but not be limited to the following:

1. No minors are permitted on Property during regular school hours unless accompanied by parent or guardian.

2. No smoking shall be allowed within fifty( 50) feet of stacked hay.

3. All vehicles must be parked in accordance with posted signs.

4. Owners of any animals boarded or brought on the Property hereby waive any claims against operator and Licensor, should either operator or Licensor require the removal of owner' s animals because owner neglected or abused animals or owner has not kept boarding fees current.

S. Owner will hold harmless and indemnify the operator and Licensor, its officers, agents, and employees, and its successors and assigns, from and against all claims, or injury to or death of persons including employees of operator and Licensor, resulting in any manner whatsoever, directly or indirectly, by reason of this license or the use or occupancy of the Property by owner or any person claiming under owner.

F. Hay Storage structures shall not exceed maximum dimensions of:

1. 15- feet in length

2. 10- feet in width

3. 10- feet in height
G. Hay storage structures will not be permitted within the following access areas;

1. Within 2- feet from edge of 16- foot wide access road. initial ZiL Licensor/ Licensee
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Rev8 2016- 05- 11 GS- IM
DocuSign Envelope ID: 2180BF6E- 1D4D- 4CD6- AF21- 7E2319475218 SCE Doc. 143825 and 153774 Att. Contract No. 9. 3688
Formerly Contract No. L 1246)

2. 50- foot radius around suspension towers.

3. 100- foot radius around all dead- end towers.

4. 10- foot radius around all anchors/ guy wires.

5. 25- foot radius around all wood pales and tubular steel poles.

6. Not permitted directly under or within 10- Ofeet of the electrical conductor drip lines.

H. Hay storage structures must utilize the following design:
1, Temporary/ Slip joint construction.

2. Metal frame only.

3. Properly grounded.

4. Metal roof only.

S. Equipped with an automated water sprinkler system for fire suppressions ( only is hay is stacked more than four bales high.

DS
Initial G
Licensor/ Licensee
8-
Rev8 2016. 05. 11 GS- KB
DocuSign Envelope ID: 2180BF6E- 1D4D-4CD6-AF21- 7E2319475218 a Z m
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25' POLE CLEARANCE
25' POLE CLEARANCE
25' POLE CLEARANCE
25' POLE CLEARANCE
25' POLE CLEARANCE
25' POLE CLEARANCE
25' POLE CLEARANCE
50' TOWER

CLEARANCE
50' TOWER

CLEARANCE
50' TOWER

CLEARANCE
50' TOWER

CLEARANCE
50' TOWER

CLEARANCE

RIEL RIVER
SAN

GABRIEL RIVER

GRIDLEY DRAIN
APN: 7060-002-908
APN: 7060-002-907
APN: 7060-002-907
APN: 7060-002-801
APN: 7060-002-910
APN: 7060-002-911
APN: 7060-002-902
APN: 7060-002-800
APN: 7060-002-906
APN: 7060-002-909
APN: 7060-002-905APN: 7060-002-904
APN: 7060-002-905
APN: 7063-023-900
APN: 7063-023-900
337.5'
300.0'
300.0'
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
SCE
TOWER
827'
309'
398'
460'

38.0'

50.5'

32.0'

24.5'

24.5'

18.0'

22.0'

23.5'

15.5'

17.0'

52.5'

17.0'

22.0'

27.5'

12.5'

20.0'

16.0'

32.0'

20.0'

25.0'
300' 15' WIDE EQUESTRIAN TRAIL

SAN GABRIEL RIVER BIKE PATH
RYNERSON PARK 56'X12'X10' & 50'X12'X10' RESTROOM AND OFFICE 60'X8'X8' STALL 46'X12'X8' STALL 40'X10'X10' OFFICE 84'X12'X8' STALL 84'X8'X8' STALL 38'X52'X12' STABLE 36'X96'X12' STABLE 63'X12'X10' OFFICE TRAILER 110'X10'X10' STALLS 63'X12'X10' OFFICE TRAILER 133'X28'X8' STABLE 23'X23'X0' TRAILER 15'X25'X8' STORAGE 110'X10'X10' STALLS 18'X24'X10' STALLS 70'X20'X8' STALL

EQUESTRIAN

CENTER MAIN

VEHICLE
ENTRANCE LAKEWOOD EQUESTRIAN CENTER CONTRACT NO. 9.3688 11369 E CARSON ST LAKEWOOD, CA 90715 0 120 feet SCALE 60 180 KEY: VEHICULAR ACCESS ROAD POWER POLE STREET LIGHT/PARKING LOT LIGHT/PARK TRAIL LIGHTUNDERGROUND IRRIGATION/ WATER LINE PP IRRIGATION LINE SHUT-OFF VALVE IN VALVE BOX WATER METER PROPERTY/PARCEL LINE SCE PROPERTY LINE GAS LINE CHAIN LINK FENCE PROPERTY PERIMETER WALL TRANSMISSION TOWER & POWER POLE CLEARANCE LINE OVERHEAD DRIPLINE 3-RAIL EQUESTRIAN FENCE NOVEMBER 3, 2021 BACKFLOW PREVENTER Exhibit C
Lessee’s Performance Evaluation Form
LEC Lease Agreement - Exhibit C, Page 1 of 3
The purpose of this evaluation is to track the progress and performance in meeting the terms and conditions required in the Lease Agreement for the Lakewood Equestrian Center.

Evaluations will be completed throughout the term of the agreement, providing the City Manager with information and data necessary to determine if Lessee is in compliance with the terms and conditions of the Lease Agreement. If the evaluation discovers Lessee is not in compliance, a notice to correct will be issued by City, and could lead to default and termination if not corrected.

For Period from _________________ to ____________________ Needs
Improvement
Proficient
NonCompliantCompliant
Rent and Other Payments
Lessee has provided payment to City on time as defined in the agreement.

Monthly Operations Report
Monthly Operations Report was complete and accurate and submitted on time.

Use of Premises
Lessee used the Premises to operate, manage and maintain the service operations for the public as described in the terms and conditions of the Lease Agreement and for no other unauthorized purposes.

Rules, Regulations and Ordinances
 Lessee has complied with City ordinances, rules, and
regulations of the City.
 Lessee has posted all rules and instructed customers on the safe use of the Premises.

Quality of Products and Service
 Lessee conducted its business in an orderly, cooperative and proper manner.
 Lessee provided a diverse selection of equestrian
opportunities to the community and maintained an attendance log for each opportunity.
 Lessee reported and logged all complaints and no complaints went unresolved.

Facility and Capital Improvements
 Lessee followed procedures in the Lease Agreement for approval and implementation of capital improvements to the property.
 Lessee has completed agreed upon capital improvement
projects on schedule.

Licenses, Permits and Insurance Requirements
 Lessee maintained all required licenses, permits and/or certificates required by Federal, State, County, and City authorities.
 Lessee maintained all required insurances as described in the terms and conditions of the Lease Agreement, provided the city with proof of required insurances.

Exhibit C
Lessee’s Performance Evaluation Form
LEC Lease Agreement - Exhibit C, Page 2 of 3
For Period from _________________ to ____________________ Needs
Improvement
Proficient
NonCompliantCompliant
Records, Accounts and Statements
 Lessee has kept true and accurate books and records showing all of its income and expenses and business transactions in connection with the Lease Agreement in separate records of account and has provided access to City for inspection.  Lessee has agreements and records for all recurrent facility users, including boarders, trainers, vendors and subcontractors.

Maintenance Obligations
 Lessee performed all regular maintenance, upkeep and
operational obligations for the Premises to City standards as described in the terms and conditions of the Lease Agreement and at no cost to the City.
 Lessee provided the maintenance equipment necessary to properly maintain the facility in a clean, safe, operating condition.
 Lessee has completed quarterly facility safety inspection with city’s designee and has adequately addressed any issues which arose during inspection in a timely manner.
 Lessee conducted daily inspections of the City-owned water truck and tractor and reported issues promptly.

General Oversight
 Lessee conducts quarterly informational meetings with boarders, trainers, instructors, sub-contractors, employees and city personnel.

Employees
 Lessee provided qualified personnel for the operation of the Premises.
 Lessee has followed the law in regards to employment
practices, including background checks as described in the terms and conditions of the Lease Agreement.
 Lessee has provided all necessary training for employees and has record of required training certifications.

Facility Safety and Security
Lessee met terms and conditions outlined in the Lease Agreement with regards to protection of park property, public safety, site security, and public access.

Exhibit C
Lessee’s Performance Evaluation Form
LEC Lease Agreement - Exhibit C, Page 3 of 3
Comments regarding areas needing improvement or non-compliance:
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ __________
Checklist completed by: _________________________
Title: ________________________________________
Date: ________________________________________
Copy provided to Lessee on: _____________________
Inspected By: ,Lessee Date:

Inspected By: ,City Representative Date:

Exhibit D
Purpose: In accordance with the terms and conditions of the City of Lakewood Lease Agreement for the Lakewood Equestrian Center ("Agreement"), Lessee will place a high priority on keeping the facility and its buildings and structures well maintained, asethically pleasing, safe and available to serve its customers and visitors. Lessee will also view the facility infrastructure as a significant part of the public trust that must be properly maintained and operated to ensure a long and useful service. Lessee shall regularly inspect the premises with a city representative.

Procedure:
• Examine all items identified on the checklist and answer the questions regarding each safety item • List detailed comments on all problem or potential problem areas. • Submit the checklist to the Director of Recreation and Community Services or their designee upon completion. • City representative shall forward a copy of the completed inspection form to Lessee. • Appropriate actions and notifications will be made as a result of the inspection.

Facility Inspection Form
LEC Lease Agreement - Exhibit D Page 1 of 5
Exhibit D
Facility Inspection Form
Yes No

18. Is trash and debris being maintained throughout the facility w/trash placed into designated trash bins w/lids on site? □ □

19. Is dilapidated personal property being stored on the grounds? □ □

20. Is personal equipment and/or vehicles that are not part of the business operation being stored on the grounds? □ □

21. Is manure managed according to environmental standards to protect the watershed and minimize flies and rodents? □ □

9. Are the locations of AED machines posted?

10. Have AEDs been tested for readiness each month?

13. Can facility signage be read clearly?

11. Are Bio-Hazard Kits in place and complete?

14. Are roads maintained and free of ruts and potholes?

15. Are exercise ring boundary gates/fences in tact, free from damage, corrosion, holes, etc.?

16. Are rodent and pest control procedures maintained? No burrows, holes, feces, etc.?

17. Are horse enclosures in good condition?

12. Is the facility free of graffiti?
General Safety and Aesthetics

1. Are updated Cal/OSHA Safety & Health posters/notices posted on employee bulletin boards?

2. Are there clearly marked evacuation plans posted?

3. Are all possible exits kept free of obstructions?

5. Are all hazardous materials located on the facility clearly labeled?

6. Are Safety Data Sheets (SDS) readily available for each hazardous material?

4. Are hazardous materials located on the facility properly stored?

7. Are good industry standards used to minimize accidents?

8. Are first aid kits available and stocked with necessary supplies? LEC Lease Agreement - Exhibit D Page 2 of 5
Exhibit D
Facility Inspection Form
Yes No
Yes No
Buildings and Structures

1. Are buildings and structures kept orderly and in good repair?

2. Are buildings and structures free of hazards such as sharp edges and pointed corners?

5. Are major electrical appliances, plugged into outlets, not power strips?

5. Is gate hardware (latches, bolts, hinges) positioned as not to snag humans, animals or equipment?

6. Are all plumbing systems functioning correctly and are free of corrosion and leaks?

4. Are power strips plugged into outlets, and not plugged into other power strips?

2. Are ground fault protectors installed on plugs within 5 feet of a water supply?

3. Are electrical enclosures such as switches, receptacles, junction boxes, etc., provided with tight-fitting cover plates?

1. Are extension cords and plugs properly grounded?
Electrical Safety

9. Are concrete pads level and free of excessive cracks?

3. Are security lights throughout the property operable?

4. Is fencing throughout the property well maintained and free of sharp edges, pointed corners, or objects that could injure?

6. Are extension cords used in place of fixed wiring?

9. Are electrical panels kept clear for easy access, 30” or more in front of panel?

8. Are outlets overused with too many plugs?

7. Are roof surfaces free from debris and overhanging tree branches?

8. Are foundations for buildings and/or structures free of differnetial settlement or displacement?

10. Are buildings and structures free of termites, insect and rodent damage and rot?

7. Do panel boxes have ample service, correctly sized fuses or circuit breakes, and are properly grounded? LEC Lease Agreement - Exhibit D Page 3 of 5
Exhibit D
Facility Inspection Form
Yes No

3. Do shelves appear to be overloaded? □ □

4. Is hay properly stacked and stored? □ □

5. Is excessive dirt, decomposed granite, wood shaving and other materials properly stored, free of weeds and covered as needed? □ □ Yes No
Yes No

6. Are excess supplies and building materials properly and neatly stored? Supply Storage Safety

1. Are shelving systems securely fastened to the wall?

3. Is weight distributed in file cabinets so that upper drawer contents don’t create a top-heavy condition?

4. Are bookcases, furniture, etc., secured to walls?
Office Furniture & Equipment

1. Is office furniture arranged to allow easy egress under emergency conditions?

2. Are floors free of slip, trip and fall hazards?

1. Are fire extinguishers mounted in the designated locations and unobstructed?

2. Are fire extinguishers fully charged? Inspect and initial tag located on the fire extinguisher, monthly.

Fire Protection

2. Are the heaviest items stored on the lower shelves but not on the ground? LEC Lease Agreement - Exhibit D Page 4 of 5
Exhibit D
Facility Inspection Form
Date Action Was Corrected
Corrective Action Taken/Needed:

Date Action Was Corrected
Corrective Action Taken/Needed:

Date Action Was Corrected
Corrective Action Taken/Needed:

Date Action Was Corrected
Corrective Action Taken/Needed:

Date Action Was Corrected
Corrective Action Taken/Needed:

Hazard Description:

Hazard Description:

Hazard Description and Corrective Action
Hazard Description:

Hazard Description:

Hazard Description:

LEC Lease Agreement - Exhibit D Page 5 of 5
Exhibit E

DEFINITION OF “REGULAR MAINTENANCE”, “MAJOR MAINTENANCE”, AND “CAPITAL IMPROVEMENTS TO STRUCTURES AND FIXED ASSETS”
LEC Lease Agreement Exhibit E, Page 1 of 4
For purposes of determining what costs are eligible for reimbursement for the Capital Improvement Fund (CIF) the following shall be the agreed definitions of what is “Regular Maintenance”, “Major Maintenance”, and “Capital Improvements to Structures and Fixed Assets”. All regular maintenance costs are the responsibility of the concessionaire and shall not be reimbursed from the Capital Improvement Fund. Major maintenance items may be considered by the city to be eligible for reimbursement from the Capital Improvement Fund if the city finds that the need for the “Major Maintenance” was not caused by neglect or failure of the concessionaire to provide “Regular Maintenance”, but rather from normal wear and tear, deterioration, natural disaster, or need to upgrade to meet new safety standards, and the cost is $5,000 or more. All improvements in the “Capital Improvements to Structures and Fixed Assets” definition shall be eligible for reimbursement from the Capital Improvement Fund, as long as, the city gives its prior consent and approval for the improvement. Additionally, all work completed is subject to county health, fire and building codes.

All workers employed on public works projects must be paid the prevailing wage determined by the Director of the Department of Industrial Relations, according to the type of work and location of the project. Prevailing wages are due, in most instances, if the project costs more than $1,000, and involves the following construction work: new construction, alteration, demolition, installation, repair and maintenance. The City of Lakewood is subject to the State of California prevailing wage laws as set forth in California Labor Code Section 1770 et seq. The city notifies all proposers of the adoption of SB 854 and subsequently, SB 96, and encourages understanding and compliance with the requirements as set forth on the Department of Industrial Relations (DIR) website at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

Additionally, work that exceeds $5,000 is subject to the California Public Contract Code.

REGULAR MAINTENANCE
“Regular Maintenance” is defined as the costs necessary to maintain operations on the site in a safe and inviting condition and are those maintenance functions that are performed on a regular basis according to best practices in the industry. These functions include, but are not limited to, the following:
 Keeping all signage on site up to date and in good condition so that it is easily readable and posted in plain sight locations where staff, customers, vendors, and visitors can easily observe the safety rules and use policies of the facility.  Establishing and maintaining a manure storage and removal program, where by no more than 80 cubic yards of manure may be on the premises at any time.

Maintaining manure storage bins that are covered and in an area raised or elevated above the natural fall line so as not to collect water from rain or run off.

Exhibit E

DEFINITION OF “REGULAR MAINTENANCE”, “MAJOR MAINTENANCE”, AND “CAPITAL IMPROVEMENTS TO STRUCTURES AND FIXED ASSETS”
LEC Lease Agreement Exhibit E, Page 2 of 4
 Establishing and maintaining feed, stall chips, and hay storage bins that are covered and in an area raised or elevated above the natural fall line so as not to collect water from rain or run off.
 Cleaning waterers at least weekly, or more often, as necessary to prevent algae buildup and repairing waterers when needed.
 Twice daily cleaning of stalls and paddocks including manure removal, treating of urine spots with stall freshener, placement of sufficient ground chips, use of rodent bars, and maintaining level of the ground.
 Shaping or re-sloping outside paddocks and barns for improved footing and drainage at least annually.
 Clean and maintain food and water managers as required.  Replace burned out bulbs and repair light fixtures promptly as needed.  Clean restroom at least twice a day or more often as needed.  Manage trash, recycling and organic waste throughout the Premises ensuring compliance with existing laws of the State of California.  Mow and remove weeds from exterior of barns, paddocks, arenas, picnic areas, and perimeter of the premises so that the grounds are free from weeds and fire hazard conditions. Annually, prior to June 15th of each year, concessionaire shall conduct hazardous fuel reduction up to 100 feet around all structures on site in compliance with State of California requirements specified in Public Resources Code 4291.
 Maintenance of all landscaping and trees, to include trimming and replacement when needed.
 Repair perimeter fencing as needed.
 Monitor and control pest problems – gophers, rabbits, flies, etc. All pesticide use must be preapproved by the city.
 Check all fire extinguishers monthly.
 Check all automated external defibrillators monthly.
 Check all fire hoses regularly and outside water source for fire engines.  Monitor and repair plumbing as needed.
 Keep all arenas well sprinkled to minimize dust.
 Regular wellness check of horse (2 to 3 times per day).  Use of outdoor turnouts will be minimized during the rainy season (October 6 - April 15). Daily manure removal will be required for any turnout use during the rainy season.
 Keep storm drain access clear of debris and prevent containments and pollutants from entering the storm drain in accordance with Regional Water Quality Control Board guidelines.
 Keep all pathways through barns compacted and sprinkled to minimize dust.  Routine maintenance of all equipment
Exhibit E

DEFINITION OF “REGULAR MAINTENANCE”, “MAJOR MAINTENANCE”, AND “CAPITAL IMPROVEMENTS TO STRUCTURES AND FIXED ASSETS”
LEC Lease Agreement Exhibit E, Page 3 of 4

MAJOR MAINTENANCE
“Major Maintenance” is defined as the costs necessary to perform tasks above and beyond those of the “Regular Maintenance” required tasks to ensure safe operations on the site and meet the boarding or programming demand for the facility.

These tasks are those major repairs or replacements that are needed to be performed on a periodic basis due to deterioration, obsolescence, safety reasons, or changes in city, county, or state regulations.
“Major Maintenance” tasks must cost a minimum of $5,000, be preapproved by the city, and be made to structures or fixed assets on the premises. “Major Maintenance” items may include, but are not limited to the repair and/or replacement of the following:
 Roofs
 Arena, turnout, and paddock piping
 Manure and feed storage bins
 Barns
 Residence or staff quarters
 Parking lots
 Arena lighting
 Security lighting
 Shade structures
 Trees
 Perimeter fencing
 Concrete slabs
 Utilities

CAPITAL IMPROVEMENTS TO STRUCTURES AND FIXED ASSETS
Capital improvements to structures or fixed assets is defined as alterations, additions, or replacement of the permanent amenities fixed to the premises.

The following categories of capital improvements may receive reimbursement from the Capital Improvement Fund with city's prior consent:
 Alteration or expansion of existing arenas or adding additional arenas  Adding additional barn or paddock space on the premises  Complete replacement and installation of automatic horse watering equipment and new feeding devices
 Upgrading or additional boarder convenience facilities  Construction of new facilities on the premises approved by the city  New or additional fire protection system
 New or additional arena lighting
 Security lighting and video surveillance
 Parking lot expansion
Exhibit E

DEFINITION OF “REGULAR MAINTENANCE”, “MAJOR MAINTENANCE”, AND “CAPITAL IMPROVEMENTS TO STRUCTURES AND FIXED ASSETS”
LEC Lease Agreement Exhibit E, Page 4 of 4
 ADA improvements
 Access and right-of-way improvements
 Grading and water collection structures required by code Additional major maintenance categories or capital improvement to structures or fixed assets categories, may be recommended by concessionaire or the city and established only upon city's written authorization in city's sole discretion.

All new acquired fixed assets that will become property of the city must be placed on an inventory list and a city identification number affixed, if possible.

Boarding Operations Rented Vacant Out of Service Comments Lessee Stalls
Single Pipe Stalls
Double Pipe Stalls
Barn Stalls
Dry Lot Boarding
Pony Pasture
Day Rate Boarding
Stalls Used for Storage
Other
Horse Trailer Parking Spaces Rented Spaces Available
Number of Trailers
Training/Lessons/Other Attendance Comments
Hunter/Jumper
Western
Dressage
Eventing
Team Sorting
Team Penning
Team Roping
Horsemanship Clinics
Other
Programs, Activities, Events Attendance Comments
Petting Zoo and Pony Rides
Equine Therapy
School Visits/Tours
Scouting Groups
Camp Fire
4-H Club
Camps
Party Rentals/Private Events
Trail Rides
Cattleman Club
Special Events
Filming
Volunteers
Other
Services Available Yes No If Yes # Visits Comments
Tack & Feed Store
Vet Clinic
Other
Administration Number
On-site Employees
Emergency Maintenance Completed
Reported Injuries, Accidents or Incidents
Customer Complaints Received
Name: Signature: Date:

Exhibit F
Monthly Operations Report Form
Attach additional sheets as determined necessary and number all pages in the footer.

By the 5th day of each month, this form, along with Rent shall be delivered to:

City of Lakewood, Attn: Recreation and Community Services Department, 5050 Clark Avenue, Lakewood CA 90712 Comments
Provider
Report prepared and verified for accuracy by:

Reporting Period:

Comments
Provider
Exhibit G
City of Lakewood
Request for Qualifying Information
for the Long-Term Lease
of the Lakewood Equestrian Center
Published July 16, 2024
17 pages

TABLE OF CONTENTS
SCHEDULE OF SELECTION PROCESS................................................................... 1 REQUEST FOR QUALIFYING INFORMATION OVERVIEW ..................................... 2 Objectives.................................................................................................................... 2 Who should propose.................................................................................................... 2 Scheduled site visit...................................................................................................... 2 Submissions ................................................................................................................ 3 Oral Presentations....................................................................................................... 3 Additional Submission Notes....................................................................................... 3 Questions .................................................................................................................... 4 PROPERTY OVERVIEW............................................................................................. 5 Site location and history............................................................................................... 5 Property jurisdiction ..................................................................................................... 5 Current services, programs and activities.................................................................... 6 Structures on site......................................................................................................... 6 Facility improvements – past, present and future ........................................................ 7 REQUIREMENTS OF SELECTED LESSEE............................................................. 7 Insurance................................................................................................................... 7 Youth Programming Requirement ............................................................................. 9 Bond or credit instrument for security deposit............................................................ 9 Services, programs and activities .............................................................................. 9 Utilities and waste services......................................................................................... 9 Southern California Edison Company License Agreement........................................ 10 Compliance with local, state and federal laws ........................................................... 10 Facility maintenance and security.............................................................................. 10 Property improvements.............................................................................................. 10 Additional lessee requirements.................................................................................. 11 SUBMISSION REVIEW............................................................................................. 12 Attachments
A. Respondent Certification of No Conflict of Interest
Exhibits
A. Lakewood Equestrian Center Property Line Map
B. Facility Amenities and Programs
Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 1 of 12 Schedule of Selection Process
To Secure a Long-Term Lessee for the Lakewood Equestrian Center The City of Lakewood seeks a business or non-profit entity interested in improving, operating, and maintaining the Lakewood Equestrian Center, located at 11369 East Carson Street, Lakewood, CA 90715. The facility is contractually available beginning November 1, 2024 and the City has established the following schedule to select a long-term lessee that is financially qualified and has the experience to successfully improve and manage the Lakewood Equestrian Center now and into the future.

Release of Request for Qualifying Information Tuesday, July 16, 2024 Facility Site Visit Wednesday, August 7, 2024, at 3 p.m.

Submittal deadline for questions Friday, August 9, 2024 Questions and answers posted to City website Wednesday, August 14, 2024 Submissions due Friday, August 23, 2024 by 12 p.m.

City staff of review submissions Week of August 26, 2024 Top three proposers invited to present proposal of
contractual terms, operational plan and facility
improvement plan to City
Week of August 26, 2024
Finalist selected and contract negotiations begin September 2024 Final lease agreement review October 2024
City Council award of lease November 1, 2024
Lease start date To be negotiated
Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 2 of 12

REQUEST FOR QUALIFYING INFORMATION (RFQI) OVERVIEW
Notice is hereby given that the City of Lakewood will receive on or before Friday, August 23, 2024, at 12:00 p.m. sealed submissions indicating the interest and qualifications to enter into a long-term lease to invest in, operate and maintain the equestrian boarding and training operations at the Lakewood Equestrian Center, located at 11369 East Carson Street, Lakewood, CA 90715
Objectives
In line with the City of Lakewood’s Vision, Mission and Values Statements, https://www.lakewoodcity.org/Government/Vision-Mission-and-Values, the City’s objective is to find an experienced lessee who has the capability to fund improvements, manage a full service equestrian boarding and training operation, and maintain the site. The principal objectives for the management, operation, and maintenance of the facility include:
 Organizational mission congruent with City’s mission of offering recreational opportunities to Lakewood and surrounding residents.
 Ability to foster and maintain positive relationships with the City and facility patrons.  Fiscal solvency and financial ability to successfully improve and run the facility operations.  Adherence to environmental and regulatory compliance with the regulations and laws of all levels of government.

Who Should Propose?
The City is seeking a business or non-profit entity with experience investing, operating and managing a full service equestrian facility. Experience operating a city-owned equestrian facility is desirable, but not mandatory. A successful candidate will have foresight and vision for the facility both in facility design and business management practices that employ present day marketing and customer service strategies. Additionally, the ideal candidate has experience leading and assisting with major renovations and property improvement projects. The selected lessee will also be community-oriented noting that the Lakewood Equestrian Center has a unique place in the City’s history and has positively affected generations of residents.

Scheduled Site Visit
All interested proposers will have the opportunity to view the property and become familiar with existing conditions. Because the facility is operational, it is the City’s intent to minimize distractions to existing activities; therefore, a site visit is scheduled for Wednesday, August 7, 2024 at 3 p.m. To participate in the site visit please email Valarie Frost, Director of the Recreation and Community Services Department at [email protected].

Participation in the scheduled site visit is not mandatory but may prove beneficial to the proposer in the preparation of their submission to the City.

A video highlighting the Lakewood Equestrian Center is available online at https://vimeo.com/981702358/08ab223862
Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 3 of 12 Submissions
Communication of interest and qualifications are to be submitted in writing and include the following:

1. Cover sheet that includes all relevant contact information for the business or non-profit entity, including but not limited to, the name of the primary contact person, their title, mailing address, phone number, and email address.

2. A statement of interest to invest, operate, and maintain the Lakewood Equestrian Center.

3. Description of qualifications including experience and credentials investing and operating an equestrian facility and/or other type of public/private equestrian facility. (Detail number of years, description of facilities managed, size of operation, etc.)

4. Description of management plan for the Lakewood Equestrian Center which references plan for personnel management, marketing, proposed facility programs, activities and events, maintenance operations, and facility improvements.

5. Provide a statement of financial condition to fund start-up of facility operations including equipment and personnel and the ability to secure financial backing for investing in property improvements.

6. Respondent Certification of No Conflict of Interest (Attachment A) The following item may be submitted, but is not a requirement of the formal response to the RFQI.

7. The City welcomes submissions that details the proposer’s desired terms and conditions.

Sealed submissions are to be received by the City of Lakewood’s City Clerk, 5050 Clark Avenue, Lakewood, CA 90712 on or before Friday, August 23, 2024, at 12:00 p.m. All submissions will be reviewed by the City to confirm completeness and satisfaction of the minimum qualifications.

The City will invite the top three (3) proposers to present their proposal of contractual terms, operational plan and facility improvement plan.

Oral Presentations
Oral presentations will be held after preliminary evaluations of the submissions. The City will notify invited proposers of the scheduled time and location for their presentation.

Additional Submission Notes
The City reserves the right to reject any and all submissions, to modify the terms of the request either before the deadline for submissions, to negotiate with one or more of the proposers, to call for additional submissions, or to refrain from accepting any submission.

All submissions become the property of the City. Once a successful lessee is identified or all submissions are rejected, the submissions shall then be deemed public record.

A submission may be withdrawn at any time prior to the time set for receipt of submissions, provided that a written request for withdrawal is submitted by the proposer or a duly authorized representative of the proposer. The withdrawal of a submission shall not prejudice the right of Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 4 of 12 the proposer to submit a new submission prior to the time set forth herein above. Submissions shall conform to the requirements set forth herein. Failure to conform to the requirements may be cause for rejection of the submission.

The City’s criteria in awarding a lease agreement will be based on the qualifications of the proposer, their financial conditional and organizational fit with the City’s objectives. The City will carefully investigate each proposer’s background and experience, as well as their ability to financially invest in the development and operation of the equestrian center. The lease agreement the City expects to award shall in no event become effective until approved by the Lakewood City Council.

Interested parties can download the RFQI documentation package from the City’s website at https://www.lakewoodcity.org/Government/City-Clerk/Notices. The package can also be requested by email to Valarie Frost, Director of the Recreation and Community Services Department at [email protected]
Questions
Questions regarding this RFQI shall be made by email to Valarie Frost, [email protected] who is the only person authorized to explain, interpret, or provide clarification concerning this RFQI. All questions concerning this RFQI shall be submitted on or before Friday, August 9, 2024.

Questions submitted after Friday, August 9, 2024, may not be accepted.

Should answers to questions amend this RFQI, the City will issue an addendum.

All questions and corresponding answers will be posted to the City’s website https://www.lakewoodcity.org/Government/City-Clerk/Notices on Wednesday, August 14, 2024.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 5 of 12

PROPERTY OVERVIEW
Site Location and History
Lakewood Equestrian Center (LEC) is a public equestrian facility located in the City of Lakewood at 11369 East Carson Street, Lakewood, CA 90715. The facility is conveniently located off of a major thoroughfare, Carson Street, just west of the 605 freeway. The property is also easily accessible from three other major freeways including Interstate 405, California State Route 91 and Interstate 710. The location presents many unique opportunities as there are a plethora of shopping and dining options in the immediate vicinity. Additionally its connectivity to other open spaces creates diverse options for outdoor recreation.

Glenn Spiller is the original owner of the nearly 8.5 acres of land formerly known as the Lakewood Stables and presently recognized as the Lakewood Equestrian Center. From 1946 until 1976, Mr. Spiller maintained that he had a “working ranch” in the middle of suburbia. He offered children’s riding lessons and hay rides on the property and even managed cattle on the site. Mr. Spiller sold the property to Juan de Cordova in 1976. Mr. de Cordova was a school principal with the Long Beach Unified School District having advanced to the position from his initial post as a classroom teacher. In addition to his ownership of the Lakewood Stables, he and his sons also owned de Cordova and Sons Horse Ranch in Cerritos. The City of Lakewood purchased the ranch house and its property in 1979 from Mr. de Cordova and coupled it with a license agreement with the Southern California Edison Company (SCE). Mr. de Cordova managed facility operations at the Lakewood Equestrian Center from 1980 until 1985. In 1987, Christine Baredian and her business partner Gloria Simpson assumed a lease agreement with the City under the business name, Sandie Mercer Stables Inc. Sandie Mercer, the facility’s namesake, would take over the business operation in 2007 serving in a leadership capacity until her retirement as the property’s lessee. The City’s lease with Sandie Mercer Stables Inc. expired on October 31, 2020, and on November 1, 2020, the City entered into a one-year agreement with SJ Equestrian to manage the facility and its day-to-day operations. The agreement with SJ Equestrian was extended through October 31, 2023. Since November 1, 2023, City of Lakewood personnel has managed facility operations and maintenance with assistance from Hacienda Sosegado, LLC. providing personnel to manage horse care.

Since 1946, equestrian activities have been a staple at the Lakewood Equestrian Center. Given its natural beauty and excellent family atmosphere, the LEC offers an excellent opportunity for the right lessee to invest and develop a first class, full service equestrian facility.

Property Jurisdiction
The Lakewood Equestrian Center is nearly 19 acres of land zoned for open space recreation use. The site is controlled by the City of Lakewood. Although the City controls the site, it does not own all of the property in fee. The City must adhere to the terms and conditions of its license agreement with SCE and its easement with Los Angeles County Flood Control.

Exhibit A is a map depicting land ownership of the parcels associated with the Lakewood Equestrian Center. Due to property jurisdiction, proposers are encouraged to utilize only the cityowned portions of the existing facility footprint and may utilize the SCE-owned property only if they secure a license agreement with SCE. A new SCE five-year license agreement is estimated to be $255,704 or $51,141 per year for each of the five years.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 6 of 12 Current Services, Programs and Activities
The Lakewood Equestrian Center is a boarding and training equestrian facility open to the public, seven days a week from dawn to dusk. Equestrian enthusiasts can participate in a variety of activities including riding lessons, horse boarding and training, pony rides, and a petting zoo.

The equestrian center’s primary functions are boarding and providing riding lessons. Presently, the facility can board up to 190 horses and training disciplines include Dressage, Western, and Hunter/Jumpers.

Through Barnyard Buddies, a private company, the equestrian center also promotes a petting zoo, pony rides, camps, birthday parties and special events for families.

The site also has access to miles of trails along the regional multi-use San Gabriel River trail system, the City’s own Nature Trail along the westerly side of the San Gabriel River and the adjacent Rynerson Park.

Structures on the Site
The City will provide all amenities on an “as is” basis. All fixed equipment is the property of the City, including any fixed equipment provided by lessee during the terms of any lease agreement.

The facility has a new hay barn; management office trailer and restroom trailer with adjoining parking stalls; riding rings and turnouts in varying dimensions; and horse boarding stalls in varying sizes.

Exhibit B details existing property amenities including riding rings and turnouts.

The facility needs a significant investment to address deferred maintenance. As a result and previously mentioned, the City encourages proposers to utilize only the city-owned portions of the existing facility footprint. Though the City is amendable to suggestions for a revised land use plan that uses the entire 19 acres of current facility outlay, if proposer elects to use the SCE property for their equestrian operation, proposer will be responsible for securing an agreement with SCE and pay all related fees required of the SCE license agreement.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 7 of 12 Facility Improvements – Past, Present and Future
Since 2017, City staff has initiated and completed several facility improvements, beginning with the installation of decorative white fencing along Carson Street. An office trailer and restroom trailer were also purchased and installed providing accessible parking and access to the office and restrooms. In the past year, a motorized entry gate was fabricated and installed, an electrical panel was upgraded, and contracted services provided tree maintenance throughout the entire property. A new hay barn was designed in-house by the City’s architect and constructed with labor from the Conservation Corps of Long Beach (CCLB). In 2021, several dilapidated and unsafe structures including the old management office, the old hay barn and old restroom building were demolished. A new office building for the petting zoo and pony ride operation was installed in 2022 and the removal of additional dilapidated structures were completed in 2023.

Proposed facility improvements are to be determined by the proposer and based on the proposer's recommended facility design, including but not limited to, the provision of horse boarding units and riding rings. All future facility designs should also make an allowance for a manure management containment system along with a plan to mitigate stormwater runoff.

REQUIREMENTS OF SELECTED LESSEE
Terms and conditions will be pursuant to a lease agreement approved by the Lakewood City Council. The preferred term and payment will be negotiated with the selected business entity.

The City is open to percentage rent and optional term periods, and alternative types of monthly lease payments that will allow the selected lessee to see a return on investment and make a fair profit from the facility operation.

The following is an overview of the things the City plans on requiring of the selected lessee.

While rent and term for the lease will be negotiated, the following potential lease requirements should be considered when deciding to submit an RFQI. Proposers unable to meet these requirements should not submit or should specifically note alternatives to meeting planned requirements.

Insurance
The lessee will be required to carry insurance coverages as numbered below.

1.Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $3,000,000 per occurrence for all covered losses and no less than $5,000,000 general aggregate.

2.Commercial Equine General Liability Insurance shall be required should Commercial General Liability exclude equine operations. Coverage shall cover equestrian activities such as boarding, riding instruction and training. Coverage shall be extended to provide coverage for independent trainers or instructors while acting within the scope of their duties at the facility. Additionally, this coverage shall include these specific activities if included in the operation: guided trail rides, therapeutic riding, carriage rides, pony rides and petting Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 8 of 12 zoos. Lessee shall procure and maintain, at its sole costs and expense, comprehensive Commercial Equine General Liability Insurance in the single limit minimum amount of $2,000,000 per occurrence and an aggregate in the amount of $4,000,000.

3.Care, Custody and Control Insurance. Lessee shall procure and maintain, at its sole cost and expense, a Care, Custody and Control (CCC) policy of insurance that specifically insures against damages resulting from the death, injury, illness, or theft of non-owned horses in the care, custody and control of lessee in an amount of $300,000 per horse, with an aggregate limit of $500,000.

4. Horse Shows, Clinics or Equestrian Events Insurance. Lessee shall procure special event coverage in advance of horse shows, clinics or equestrian events that will provide coverage to include protection for lessee running the event and also protect the show officials and City. Coverage is provided for negligence that causes bodily injury or property damage to a third party. Coverage shall be in an amount that adequately protects both lessee and City from loss resulting from such events.

5. Worker’s Compensation Insurance on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses.

6. Business Auto Coverage Insurance. Lessee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of lessee arising out of or in connection with work to be performed, including coverage for any owned, hired, non-owned or rented autos, trucks and trailers, and other vehicles or equipment, to include loading and unloading, in an amount not less than $2,000,000 combined single limit for each accident.

If lessee owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If lessee or lessee’s employees will use personal autos in any way. Lessee shall provide evidence of personal auto liability coverage for each such person.

7. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a “drop down” provision with a maximum $25,000 self-insured retention. Lessee will be required to fully indemnify and hold harmless City, its elected or appointed officers, agents, officials, employees, and volunteers, for any injury to person of property resulting from its operations.

8.Commercial Property Insurance covering the facility, fixtures, equipment, building, all property situated in, on, or constituting a part of Facility and any improvements. Coverage shall be at least as broad as the Insurance Services Offices broad causes of loss form CP 10 20, and approved of in writing by City. Coverage shall be sufficient to insure 100% of Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 9 of 12 the replacement value and there shall be no coinsurance provisions. The policy shall include an inflation guard endorsement, 100% rents coverage, contents coverage, coverage for personal property of others, ordinance or law and increased cost of construction coverage. City shall be included as an additional insured and as loss payee on any such insurance. City shall not be liable for any business income or other consequential loss sustained by lessee. City shall not be liable for any loss of lessee’s personal property even if such loss is caused by negligence of City, City’s employees or agents.

Youth Programming Requirement
 Originating Agency Identifier (ORI) for background checks  Develop and implement child abuse prevention policies and procedures which include (but are not limited to):
o Policies to ensure incidents of suspected child abuse are reported to the appropriate entities. Section 11165.9 of the California Penal Code o Policies requiring the presence of at least two mandated reporters when employees and volunteers are in contact with or supervising children.

Bond or Credit Instrument for Security Deposit
The City may request a bond or credit instrument in an amount to be determined as a security deposit when awarding the lease agreement. Interest accrued on the bond or investment account will belong to the lessee.

Services, Programs and Activities
The lessee will provide, at minimum, boarding services for horse owners, riding lessons in multiple disciplines and programs and special events for the greater community.

Numbered below are the City’s interests for services, programs and activities.

1. Boarding facility for horses

2. Riding instructional services including individual and group instruction

3. Equestrian oriented events and programs including educational programs and special events.

4. Learning and volunteer opportunities for youth service organizations in the community.

5. The lessee may sub-contract commercial services, such as, a tack shop, pony rides, petting zoo, veterinary services or other operations approved by the City.

Utilities and Waste Service
The lessee will be responsible for all utility costs connected with the operation of the facility. This includes, but is not limited to, existing utilities currently serving the site and installing additional utilities for which lessee deems necessary for its operation.

Current facility operation maintains the following services: waste and recycling removal; manure removal; gas; potable water; reclaimed water; electricity; and internet services.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 10 of 12 Southern California Edison Company License Agreement
The City has obtained a License Agreement from SCE to use its right-of-way for horse riding and boarding stable purposes. The upcoming 5-year agreement ends on the last day of December 2025. SCE provides its license agreements in 5-year increments and will notice the City of renewal of an extended lease in early months of 2025.

If proposer elects to use the SCE property for their equestrian operation, proposer will be responsible for securing an agreement with SCE and pay all related fees required of the SCE license agreement. A new SCE five-year license agreement is estimated to be $255,704 or $51,141 per year for each of the five years.

Compliance with Local, State and Federal Laws
Lessee shall comply with all applicable laws, ordinances and codes of the state, county, and City. Lessee shall obtain, at lessee's cost, all necessary licenses, permits and approvals for its facility operation.

Facility Maintenance and Security
The lessee shall be an independent contractor, and will not be considered an employee of the City. Lessee represents that it will provide all necessary personnel, equipment, supplies and licenses required to manage the facility.

Lessee will be responsible for all daily maintenance of the facility including, but not limited to, structures, landscape, trees, arenas, lighting, storage facilities, pathways, trails, equipment, and pest and rodent abatement. Additionally, the lessee will be responsible for security ensuring reasonable protections for the property and providing for the health and welfare of the animals in facility.

Requirements for Proposer’s Property Improvements
It is the City’s intention to negotiate a length of term and percentage rent that will allow the lessee to see a return of its capital investment over the length of the lease agreement.

The City of Lakewood is subject to State of California prevailing wage laws as set forth in California Labor Code § 1770 and California Public Contract Code § 20162. Prevailing wages are due, in most instances, if the project costs more than $1,000, and involves the following construction work: new construction, alteration, demolition, installation, repair and maintenance.

When the expenditure required for a public project exceeds $5,000, it shall be contracted for and let to the lowest responsible bidder after notice.

While the City is amendable to construction models that alleviates prevailing wage requirements, the aforementioned paragraph informs all proposers of these particular state mandates and encourages understanding and compliance with the requirements as set forth by State Codes.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 11 of 12 Additional Lessee Requirements

1. The lessee will submit monthly reports of gross receipts, in a format approved by the City, which reflects all income from boarding operations, temporary boarding, events and all subcontracted commercial activity for which the lessee receives fees or revenue.

2. At the end of each operating year, July 1 to June 30, the lessee will be required to submit a detailed income and expense statement for the past year’s operation. The City shall have the right to audit the monthly reports and annual income and expense report at its option.

3. Lessee and City shall perform a quarterly safety and maintenance inspection of the facility and jointly maintain record of such inspection.

4. On a quarterly basis throughout the term of the agreement, the City shall evaluate lessee’s performance in meeting the terms and conditions agreed upon in the lease agreement.

5. The lessee will be asked to establish and maintain a website that provides information on services, events, rates, and other information that existing users and the general public would need to know about programs and activities available at the facility.

6. The lessee will provide all employees, regularly contracted workers and operational staff, CPR, First Aid and AED training and ensure current certification of those persons.

7. Lessee will comply with the California Child Abuse and Neglect Reporting Act, which provides definitions and procedures for mandated reporting of child abuse.

8. The lessee will pay all taxes applicable to the operation of the facility with no such applicable taxes being deducted from gross receipts.

Request for Qualifying Information-Lakewood Equestrian Center Long-Term Lease_July 15, 2024 Page 12 of 12

SUBMISSION REVIEW
In seeking a lessee, the City desires to provide quality service to park users in an atmosphere compatible with adjoining open spaces and the adjacent residential neighborhood. The submission should demonstrate the lessee’s proven ability to invest, improve, maintain and manage the facility as a public stable, in addition to providing a range of equestrian-oriented programs and services. The City will investigate the financial capability, reputation, integrity, skill, and relevant experience of each proposer. Award of a lease agreement, if any, will be based on both objective and subjective comparison of submissions. Information being solicited from perspective lessees is intended to provide the City with adequate knowledge to judge the relative merits of each of the submissions. Evaluation will be based on a detailed grading criteria.

Grading Criteria – Each item below will be graded on a points system as indicated in the table below. Proposers may be required, at City’s option, to make an oral presentation to elaborate on the written submission. These presentations will be held after preliminary evaluations of the submissions. The City will notify each such proposer of the scheduled time and location for their presentation. The top three scoring submissions shall be invited to provide their proposal for contractual terms. The City will then select a long-term lessee.

ITEM CONSIDERATION
Interest and qualifications
(Maximum 50 points)
Years in business, amount of relevant experience (breadth and length). Evidence of a variety of experiences in the equestrian business. Ability to implement proposed operating model.

Proposed management plan
(Maximum 25 points)
Organizational chart, outlining information and management flow; onsite leadership and plan for direction and response to patron and sub-contractor needs, City needs, facility
maintenance and general aesthetic of facility, with means for doing diligence to uphold standards and expectations.

Financial condition
(Maximum 25 points)
Capability to provide services throughout the term with adequate strength to cover start-up costs and sustain possible losses; sources of financing and availability of immediate funds and back-up funds; proposed capital investment.

ATTACHMENT A

RFQI RESPONDENT CERTIFICATION OF NO CONFLICT OF INTEREST The city shall not contract with, and shall reject any responses submitted by, the persons or entities specified below, unless the Lakewood City Council finds that special circumstances exist which justify the approval of such contract:

1. Employees of the city or of public agencies for which the Lakewood City Council is the governing body;

2. Profit-making firms or businesses in which employees described in #1 serve as officers, principles, partners, or major shareholders;

3. Persons who, within the immediately preceding 12 months:
a. Were employed in positions of substantial responsibility in the area of service to be performed by a potential contract; or
b. Participated in any way in developing the RFQI and potential contract specifications; and

4. Profit-making firms or businesses, in which the persons described in #3, serve as officers, principles, partners, or major shareholders.

CERTIFICATION BY:

Respondent’s Name: ________________________________
Respondent’s Title: ________________________________
Signature: ________________________________
Date: ________________________________
Exhibit A
Lakewood Equestrian Center Property Line Map
N
S
W E
Legend
arenas
turnouts
boarding
units
Michele & Haley
Bloomquist
Western
562-480-3857
Sandie Mercer
English and Western
562-425-1905
Stephanie Field
Dressage
714-801-8747
Riding Lessons
Barnyard Buddies
Petting Zoo &
Pony Rides
562-405-1010
specialized
equestrian
opportunities
Dr. Alexa Rodell,
Ph.D., LCSW
equine-assisted
psychotherapy
714-925-1716
– – – – – – – – – – – – – – 11369 east carson street – – – – – – – – – – – – – – entrance barn
hay
barn
barn
1-29
barnyard office
buddies
Horse
trail
trailer parking
lesson
horses
restroom
63-70
47-62
40-46
71-80
90-103
81-89
136-141
124-135
114-123
104-113
181-188
30-39
173-180159-169
152-158
1 2
3 4
5 6
7 8
A
B
C
D
E F
G
H
I
170-172
147-151 142-146
Exhibit B - Facility Amenities
and Programs
Exhibit H
Aerial Image Rynerson Park Horse Trail and Passive Turnout Exhibit I
Lessee’s Proposed
Site Plan, Rough Order of Magnitude,
Facility Improvement Timeline and Pro Forma
12 pages
DN
3 WESTERN ARENA

JUMPING ARENA

DRESSAGE ARENA
OFFICE

MULTI PURPOSE ARENA/ TURN OUT

EUROSIZER (N)

TURN OUTS (N) MAIN BREEZWAY BARN (E)
20 - 30 STALLS

TACK STORE

BOARDER LOUNGERESTROOM (E)

TRUN OUT /OPEN EVENT SPACE (N)

SHOEING SHED (E)
BREEZWAY PIPE STALLS (24)RELOCATED
COVERED PIPE STALLS (12) RELOCATED
SHEDROW BOX STALLS (E)(10)

WISDOM OF THE HERD
SHEDROW BOX STALLS (N)(8)
SHEDROW STALLS (N)(8)

WASHRACK EXPANDED

HAY (E)

HAY (N)

SHAVINGS (N)

MANUREDISPOSAL (N)
31' - 9 15/32"
66' - 5 9/16"
39' - 6"
MANURE

CONTAINMENT (N)
Tack Shed
10 lockers
TACK

LOCKERS
(36)

TACK ROOMS
(3) W/ (24)

LOCKERS
(8) EA
TACK LOCKERS (8)
HORSE

LAUNDRY

QUARENTINE
STALLS

TACKROOM
W/ LOCKERS (10)

DUMPSTER

STORAGE

EQUIPTMENT AREA
1 2 3 4 5 6 7 8 9
TRAILER PARKING (16)
10111213141516
TRAILER PARKING (6)
140' - 4 9/32"
180' - 6"
66' - 0"
197' - 0"
141' - 6"
280' - 6 19/32"
7' - 6"
15' - 0"

PORTABLE
RESTROOMS (3)
BLEACHER seating

BLEACHER SEATING

BLEACHER SEATING

BLEACHER SEATING

PARK BENCH

PARK BENCH

PARK BENCH

PARK BENCH
Scale
Project number
Date
Drawn by
Checked by 1" = 60'-0"
12/5/2024 1:28:33 PM A1 11X17 Site - Complete Equestrian Center Lakewood Checker Cindy Flavin Issue Date No. Description Date 1" = 60'-0" 1 Site Complete 11X17

TRAILER PARKING
DN
A5
2 STORM DRAIN
(E)
79'
- 6
3/4
"

PONY PASTURE
88' - 9 1/2"
335' - 10 29/32"
PONY RIDES PETTING ZOO & PICNICAREA 17'
- 2
13/32"
8'
- 10
5/1
6"
1 compact 2
3456
7 8
9 compact
12 11 10
13 16 15 14
17 compact
18 compact
19 20 21
22 23
24 25
26 335' - 10 29/32"
80'
- 0"
80'
- 0"
80'
- 7
15/32" 79'
- 11
1/2
" 80'
- 0
1/2
"
80'
- 0"

AREA TO STORE DIRT

AREA TO STORE SAND

LOADING DOCK FOR SEMIS
QUARENTING INTAKE AREA 12' - 0"
12 ' -
0"
12' - 0"
12 ' -
0"
12 ' -
0"
12' - 0"
iMPORT QUARENTINE
7 8
31 32 33
30 27 28 29
34 compact
36 compact
80'
- 0"
17' - 6 1/
35 compact
32"
0'
- 1
7/32"
12'
- 0"
12 ' -
0"
16' - 0 1/32"
60' - 0"
30' - 0"
14'
- 0"
60' DIAMETER ROUND PEN
60' DIAMETER ROUND PEN
11' - 8 5/32"
0'
- 3
25/32"
18'
- 6
11/
16" 18' - 4
5/32" 18' - 3
3/1
6"
80'
- 0"
80'
- 0"
1' - 8 1/32"
3' - 8 1/16"
3'
- 2
5/8
"

DAY TURNOUTS / PASTURES /RETIREMENT HOUSING

CARSON STREET

BICYCLE PARKING

PORTA POTTIE FOR PONY CUSTOMERS WILL BE INSIDE

WESTERN ARENA

JUMPING ARENA

DRESSAGE ARENA
OFFICE

MULTI PURPOSE ARENA/ TURN OUT

EUROSIZER (N)

TURN OUTS (N)
MAIN BREEZWAY BARN (E)20 - 30 STALLS

TACK STORE

BOARDER LOUNGE

RESTROOM (E)

TRUN OUT /OPEN EVENT SPACE (N)

SHOEING SHED (E)
BREEZWAY PIPE STALLS (24)RELOCATED
COVERED PIPE STALLS (12) RELOCATED
SHEDROW BOX STALLS (E)(10)

WISDOM OF THE HERD
SHEDROW BOX STALLS (N)(8)
SHEDROW STALLS (N)(8)

WASHRACK EXPANDED

HAY (E)

HAY (N)

SHAVINGS (N)

MANUREDISPOSAL (N)
47' - 11 3/8"
66' - 5 9/16"
39' - 6"

MANURE CONTAINMENT (N)
Tack Shed
10 lockers
TACK

LOCKERS
(36)

TACK ROOMS
(3) W/ (24)

LOCKERS
(8) EA
TACK LOCKERS (8)
HORSE

LAUNDRY

QUARENTINE
STALLS
TACKROOM W/ LOCKERS (10)

DUMPSTER
STORAG
E

EQUIPTMENT AREA
1 2
3 4
5 6
7 8
9 TRAILER PARKING (16)
10 11
12 13
14 15
16 TRAILER PARKING (9) 32' - 6"
140' - 4 9/32"
180' - 6"
66' - 0"
197' - 0"
141' - 6"
280' - 6 19/32"
7' - 6"
15' - 0"
PORTABLE RESTROOMS (3)
BLEACHER seating

BLEACHER SEATING

BLEACHER SEATING

BLEACHER SEATING

PARK BENCH

PARK BENCH

PARK BENCH

PARK BENCH
14' - 6 3/4"
Rough Order of Magnitude
Pilmore Equestrian, LLC
r.2 12/05/2024
Refurbishment and Renewal of a premier equestrian facility for 98 horses with multiple features, plus public uses and space on a total of 9.14 acres (6.76 & 2.38 acres)

1. Front OƯice / Visitor Information
 Estimated cost: $3,150 - $7350

2. Horse Stables (98 Stalls)
 Construction of Stalls – New (32 stalls):
o Total Estimated cost: $104,250 - $243,250
 Build New 8 Stall Barn: $6,000 - $14,000
 Build New 24 Stall Barn: Estimated cost: $98,250 - $229,250  Refurbishment / Relocation of Stalls (66 stalls):
o Total Estimated cost: $56,700 $31,500 - $73,500
 Refurbish Existing 20 Stall Box Stall Barn: Estimated cost $15,000 – $35,000  Refurbish Existing 10 Stall Box Stall Barn: Estimated cost: $3,000 - $7,000  24 stall Breezeway Pipe stall barns: Relocated / Refurbished or new (TBD based upon aesthetics and functionality of available stalls. Estimated cost:
$9,000 - $21,000
 Relocate / purchase new panels: 12 pipe stalls (1 shedrow barn) estimated cost: $4,500 - $10,500

3. Cross Ties, Wash Racks, Tack Lockers
 Cross Ties: refurbishment, expansion, new matts, new straps o Estimated cost: $1,500 - $3,500
 Wash Racks: Refurbishment, extension, new matts, hoses, hose booms o Estimated cost: $1,763 - $4,113
 Tack Rooms:
o Estimated cost: $27,750 - $50,750

4. Storage: Hay, Shavings, Manure, Equipment
 Hay Storage Barn:
o Estimated cost: $9,000 - $21,000
 Manure Management
o Max 80 cu ft Manure Storage:
 Estimated cost: $6,000 - $14,000
o Manure Disposal Container Pad:
 Estimated cost: $15,000-$35,000
 Shavings Storage:
o Estimated cost: $3,750 - $8,750
 3-yard Dumpster Storage:
o Estimated cost: $2,046 - $4,700

5. Riding Rings
 Jumping Arena:
o Estimated cost: $112,500 - $262,500
 Western Arena
o Estimated cost: $67,300 - $157,035
 Dressage Arena
o Estimated cost: $48,757 - $113,768
 Multipurpose Arena
o Estimated cost: $7,500 - $17,500

6. Turnouts and Day Pastures
 Fencing for Pastures and Paddocks:
o Estimated cost: $8,000 - $24,000
 Sand, Dirt or Seeding for turn out pastures:
o Estimated cost: $2,500 - $8,000

7. Site Preparation and Infrastructure
 Land Clearing, Grading, and Drainage:
o Estimated cost: $11,250 - $26,250

9. Interior Features and Equipment
 Stall Accessories (feeders, mats, etc.):
o Estimated cost: $30,000 - $60,000
 Equipment (tractors, ATV, water truck /trailers, etc.):
o Estimated cost: $53,546 - $124,939
 Seating (bleachers, benches, picnic tables, trash cans):
o Estimated cost: $11,205 - $26,145

10. Permits and Miscellaneous Costs
 Permits and Inspections:
o Estimated cost: $1,000 - $10,000
Total Estimate: $559,267 to $1,296,050
Note: updates to ROM:
(1) I increased the cost of the 24-stall breezeway pipe barn I’ve proposed to replace dilapidated and non-uniform stabling on the North end of the 6.76 acres. In light of discussions regarding the possibility of retaining SCE land, It is best not to remove existing improvements that we may want to retain if the license is transferred. Site plan and use of that land will be determined with the city and Edison if / when that license is granted to Pilmore Equestrian.
(2) I removed the estimates for trailer parking improvement in light of discussions regarding the potential to retain the Edison land and the idea that all horse stalls will be removed from the North end of SCE and that area will become exclusively trailer parking.

Project Timeline: item 3
Lakewood Equestrian Center
Project Start Date 1/1/2025
Todays Date 12/5/2024
Weeks in Progress -Wk 4
Project Duration 12/27/2024 12/8/2025
Task Lead Start Date End Date Days Progress
Pre Launch Checklist 12/27/2024 12/18/2024
Service: Account Set up (PE) EDCO - order 3-
3 yard Cindy 12/27/2024 12/28/2024 1
Service: Order 40 yard Roll offs Cindy 12/27/2024 12/28/2024 1 Supplies: Account set up: bag shaving
delivery (temporary) Cindy 12/27/2024 12/28/2024 1
Supplies: Imperial Hay Sales - Order a load of
hay Cindy 12/17/2024 12/18/2024 1
Service: Account Set up (PE) Portable toilet Cindy 1/1/2025 1/2/2025 1 Utility: Set up Golden State Water account Cindy 1/1/2025 1/2/2025 1 Utility: Set up Lakewood water account for
PE Cindy 1/1/2025 1/2/2025 1
Utility: Set up SCE account for PE Cindy 1/1/2025 1/2/2025 1 Utility: Account Set up (PE) Spectrum
Internet Cindy 1/1/2025 1/2/2025 1
Demo/ Select / Purchase Database Software Cindy 12/17/2024 12/19/2024 2 Organize Documents (I'd like approval to use
documents Valerie created (Boarder Trainer,
Vendor agreements and applications) Cindy 12/17/2024 12/18/2024 1 Set up chart of accounts in Database Cindy 12/17/2024 12/21/2024 4 Import Info on current Boarders into
database Cindy 12/17/2024 12/18/2024 1
Demo and Clean up 1/1/2025 1/19/2025
Delivery of waste dumpsters EDCO 1/1/2025 1/2/2025 1
Delivery of manure dumpsters 1/1/2025 1/2/2025 1
Relocate pipe stall horses temporarily to SCE
stalls Owner /Staff 1/1/2025 1/2/2025 1
Horses will move temporarily to
another empty stall on the SCE
land, they will move to the new
12 stall pipe barn when
complete
Demo pipe stalls Staff 1/2/2025 1/6/2025 4
Demo Sheds (not including sheds at
shedrow box stall barn or main breezeway
barn) Staff 1/7/2025 1/9/2025 2
Demo Lockers at back of shoeing shed Staff 1/9/2025 1/10/2025 1 Demo all random Concrete Staff 1/11/2025 1/14/2025 3
Light grade, remove excess vegetation and
level areas 11,12,13,4,2,1 TBD 1/15/2025 1/19/2025 4
Area 11, 12, 13: Work area / Wisdom of
the Herd / Trailer Parking 12/27/2024 1/1/2024
Order New Hay Barn kit (or shipping
containers & roof) Cindy 12/27/2024 1/22/2025 26 Lead Time Order Dumpster housing TBD TBD TBD Lead Time
Note: construction of the water catchment will
wait until spring (assume 3/1/25)
Build concrete forms: Manure disposal,
Manure containment, TBD TBD TBD
Build concrete forms: Shavings containment,
wash rack extension (Area 10) cross tie
extension (Area 7) footings as needed
(Areas 4,&1) Joel 2/3/2025 2/6/2025 3
Pour concrete Joel 2/7/2025 2/7/2025 0
Install Hay Barn / storage kit Staff 2/9/2025 2/11/2025 2 Dismantle remaining City owned Hay
Storage City 2/8/2025 2/9/2025 1
Set up Wisdom of the Herd pen - recycle or
buy new panels TBD 2/12/2024 2/13/2024 1
Install waterers for Wisdom of the Herd
Rooter man
plumbing co 2/13/2024 2/14/2024 1
Build water catchment for wash rack run off
(area 10) TBD 3/15/2025 3/19/2025 4
Move Wisdom of the Herd to new pen Dr Rodell 2/14/2024 2/14/2024 0 Horses will remain in current
Pen until the new one is ready
Place Roll-off boxes for manure disposal 1/1/2024 1/1/2024 0 Area 14: Restrooms / Office Trailer (Tack
Store / Boarder lounge) 1/2/2025 3/15/2025
Power wash / clean / repair Exterior of
Office Building Staff 1/2/2024 1/5/2024 3
Power wash / clean / repair Exterior of
Restroom Building Staff 1/6/2024 1/7/2024 1
Window Repair Office Building Sean 1/8/2024 1/9/2024 1
Prime and Paint Exterior of Buildings Cindy / Staff 1/10/2024 1/19/2024 9 Prime and Paint Interior of Office building Cindy 1/20/2024 1/24/2024 4 Weed and Landscape around buildings Staff 1/20/2024 1/23/2024 3 Order Desk/chair and other boarder lounge
furniture Cindy 2/15/2025 3/4/2025 17 approx. lead time Order Store fixtures Cindy 2/15/2025 3/4/2025 17 approx. lead time Install Boarder Lounge (Paint/furniture) Sean & Cindy 3/5/2025 3/7/2025 2 Install Store Fixtures
Sean & Cindy 3/8/2025 3/10/2025 2
Store Opening Procedures / Retail account
set up (payment processing, banking, State
board of Equalization, / Inventory order Cindy 3/11/2025 3/15/2025 4 8 stall barn will be added after new show
Areas 5, 6 & 7: Crossties, Dalona Day Spa
(shoeing/ veterinary / bodywork area),
Tack and grooming area 3/16/2025 4/13/2025
Power wash / clean / repair old 3 stall barn
(add new back wall) Staff 3/16/2025 3/18/2025 2
Build tack lockers next to 3 stall barn and
back of shoeing shed (area 7) (15) TBD 3/19/2025 3/23/2025 4 Power wash cross tie areas (area 5&7) Staff 3/24/2025 3/24/2025 0 Repair/ replace roof (area 5) (move away
from property line TBD 3/25/2025 3/26/2025 1
Add roof area 7 TBD 3/27/2025 3/29/2025 2
Paint cross tie poles Staff 3/30/2025 4/1/2025 2
Add new matts to cross ties Staff 4/2/2025 4/2/2025 0
Add new straps to cross ties Staff 4/2/2025 4/2/2025 0
Paint 3 stall barn Cindy / Staff 4/2/2025 4/7/2025 5
Paint tack lockers (area 7) Cindy / Staff 4/8/2025 4/12/2025 4 Painting could be delayed due
to rain or damp westher
Would love to make these
happen sooner but need to
expect winter weather will
become the main focus soon
Add Hose Boom & Ponyjet for warm water
bath
Drain Pro man
plumbing co 4/13/2025 4/13/2025 0
Areas 8 & 9: Breezeway Pipe Stall Barn,
12 stall covered pipe barn 4/14/2025 5/26/2025
Relocate horses from A&B Barns to stalls on
SCE Owner /Staff 4/14/2025 4/14/2025 0
If we are keeping Edison this
will not need to happen
Move and Place Barn A or install new
breezway pipe barn TBD 4/15/2025 4/18/2025 3
Move and Place Barn B or install new
breezway pipe barn TBD 4/19/2025 4/22/2025 3
DG & Level Stalls Barn A&B Staff 4/23/2025 4/27/2025 4
New Waterers in A&B
Drain Pro man
plumbing co 4/28/2025 5/1/2025 3
Move 12 pipe stalls (&/or purchase new
panels) TBD 4/28/2025 5/1/2025 3
DG & Level Stalls in 12 stall Barn Staff 5/2/2025 5/4/2025 2 New waterers in 12 stall Barn
Rooter man
plumbing co 5/5/2025 5/7/2025 2
Roof on 12 Stall Barn TBD 5/5/2025 5/9/2025 4
Build tack lockers at barns A, B and 12 stall
(21 lockers) TBD 5/10/2025 5/19/2025 9
Paint tack lockers Staff 5/20/2025 5/25/2025 5
New (or relocated) Breezway pipe barns are
open for occupancy. Move Horses back into
A, B & 12 Stall Barn (demoed pipe stall
horses into 12 stall barn) Owner /Staff 5/26/2025 5/26/2025 0 Horses will return to their
original stalls in the new
location. Horses from the East
side pipe stalls will move to the
12 stall barn
Jumping Arena Footing work 4/1/2025 TBD
Area 3 Existing "Main" breezeway box stall barn 5/27/2025 8/12/2025 Upgrade openings (doors/add windows)
some new where they don't exist, may be
able to have someone modify existing to be
Dutch Cindy 2/1/2025 5/2/2025 90 approx. 12 wk. lead time Relocate horses to existing shedrow barn Owner /Staff 5/27/2025 5/27/2025 0 Box Stall horses will move to
the Shedrow Box stalls
Demo sheds Staff 5/28/2025 5/29/2025 1
Remove all doors Staff 5/30/2025 5/31/2025 1
Remove center panels on West side barn
(increase to 12x24) Staff 6/1/2025 6/2/2025 1
Power wash Staff 6/3/2025 6/4/2025 1
Repair Stall panels TBD 6/5/2025 6/20/2025 15
Level and add DG to stalls Staff 6/21/2025 6/25/2025 4
Level & add DG to barn isle Staff 6/26/2025 6/27/2025 1 Remove 1 panel from each East side stall Staff 6/28/2025 6/29/2025 1 Paint panels Cindy / Staff 6/30/2025 7/9/2025 9
Paint "trim"/ metal Cindy / Staff 7/10/2025 7/19/2025 9 Repair roofing panels add "skylight" panels Sean 7/20/2025 7/22/2025 2 Order Tack Shed Cindy 3/1/2025 5/30/2025 90 approx. 12 wk. lead time Install Tack Sheds TBD 7/23/2025 7/25/2025 2
Build Lockers in Tack Sheds TBD 7/26/2025 7/28/2025 2
This work will begin after the rainy season,
which is not expected to be as bad as last year.

Anticipate starting in March.

Arena Footing work will be on it's own schedule. We are planning for footing after the rainy season. Chris is working on possibly acquiring for us some excess DHIP footing, if so we will work with the footing professional on timing and availability.

Replace panel on East side stalls with door
or window TBD 7/29/2025 7/31/2025 2
Replace /reapir / upgrade interior doors TBD 8/1/2025 8/5/2025 4 Replace / repair / upgrade Exterior doors on
West stalls TBD 8/6/2025 8/8/2025 2
Replace Waterers
Drain Pro man
plumbing co 8/9/2025 8/11/2025 2
Horses move home to Main Breezeway barn 8/12/2025 8/12/2025 0 Horses return to original stalls Area 10 Existing Shedrow box stall barn 8/12/2025 9/17/2025 Relocate Horses from Shedrow barn Owner /Staff 8/12/2025 8/12/2025 0 Horses move into the
breezeway box stalls
Demo sheds Staff 8/13/2025 8/14/2025 1
Remove all front doors Staff 8/15/2025 8/16/2025 1
Level and add DG to stalls Staff 8/17/2025 8/19/2025 2
Level & add DG to barn walkway Staff 8/20/2025 8/21/2025 1 Power wash Staff 8/22/2025 8/23/2025 1
Repair Stall panels TBD 8/24/2025 8/27/2025 3
Paint panels Cindy / Staff 8/28/2025 9/1/2025 4
Paint "trim"/ metal Cindy / Staff 9/2/2025 9/5/2025 3
Buy Tack Shed Cindy 6/1/2025 8/30/2025 90 approx. lead time Install Tack Shed TBD 9/6/2025 9/9/2025 3
Build lockers in Shed TBD 9/10/2025 9/14/2025 4
Install Front (East) doors TBD 9/15/2025 9/17/2025 2
Replace Waterers
Drain Pro man
plumbing co 9/15/2025 9/17/2025 2
Horses move home Owner /Staff 9/17/2025 9/17/2025 0 Horses return to original stalls Area 4: New U shaped "Show Barn" /
Turn out / Event space 9/17/2025 11/12/2025
Prep Open Space Sean / Staff 9/17/2025 9/19/2025 2
Build Forms for Ribbon footing for barns Joel TBD #VALUE! 3 Pour Concrete for footings Joel 9/20/2025 9/20/2025 0
Order Barn Cindy 6/15/2025 9/13/2025 90 approx. lead time Install Barn TBD 9/21/2025 10/16/2025 25
Install Waterers
Drain Pro man
plumbing co 10/17/2025 10/25/2025 8
Order Buckley Fencing (for area 4 & Area 2) Cindy 6/15/2024 9/13/2024 90 approx. lead time Install Buckley Fencing (Area 4) TBD 10/17/2025 10/20/2025 3 Prep and Seed turn out (area 4) Sean / Staff 10/21/2025 10/24/2025 3 Install rubber paver walkways in barn area TBD 10/25/2025 10/28/2025 3 Build tack lockers for "show barn" in old
barn (area 7) TBD 10/29/2025 11/2/2025 4
Install blanket bars and halter hooks Sean 11/3/2025 11/4/2025 1 Install Waterers
Drain Pro man
plumbing co 11/5/2025 11/11/2025 6
New Horses move in 11/12/2025 11/12/2025 0
New premium stalls. List will
begin 3 months prior.

Lakewood residents will get
priority. Stall prices will be
higher
Barn Availability Advertising /
Announcement Cindy 11/12/2025 11/16/2025 4
Area 1&2: Administration and Visitors
office / Front turn out areas 11/12/2025 12/7/2025
Prep Open Space Sean / Staff 11/12/2025 11/14/2025 2
Build Forms for Ribbon footing for barns Joel (concrete) 2/3/2025 2/6/2025 3 Pour Concrete for footings Joel 2/7/2025 2/7/2025 0
formed and poured with
original concrete work
Install Buckley Fencing (Area 2) TBD 11/15/2025 11/20/2025 5 Install Office Shed TBD 11/21/2025 11/24/2025 3
Finish Office Shed TBD 11/25/2025 12/7/2025 12
Front office complete: Grand Opening
(Boarder & Public reception) Cindy 12/8/2025 12/8/2025 0

2.3 acres 4/30/2025 3/4/2025
Level and DG parking 1 for pony rides TBD 5/1/2025 5/3/2025 2 Remove Round pens from area North of
picnic area - move for parking Staff 4/30/2025 5/1/2025 1 Level and DG parking 2 for pony rides TBD 5/4/2025 7/2/2025 2 Strip parking lots for pony rides TBD 7/3/2025 7/4/2025 1 Reinstall 2 Round pens Staff 7/5/2025 7/7/2025 2
Install fencing for 30x60 Day turn outs (min
5) TBD 6/30/2025 7/5/2025 5
install fencing for 30x60 Day turn outs
(balance) TBD TBD: as needed
Fertilize and over seed pasture at edge of
Rynerson park - if allowed to Staff 3/1/2025 3/2/2025 1 Prep & Seed 2 day stalls for experiment on
making grass pastures Staff 3/1/2025 3/4/2025 3
Build containment for Dirt and Sand storage Joel TBD TBD 4 Install Fencing for Quarantine facility TBD 2
Order Stalls for Quarantine facility Cindy 1
Install Clear span for Quarantine stalls TBD 3
Install Quarantine Stalls TBD 4
Install Waterers for Quarantine stalls
Drain Pro man
plumbing co 3
Western Arena Footing work End of year TBD
Dressage Arena Footing work End of year TBD
Arena Footing work will be on it's own schedule. We are hoping to keep the footprint of the western arena, we can shift the footprint if necessary. We will wait on footing work until that is determined Regarding arenas, we would like to discuss the situation with the western and particularly the dressage arena. This will hopefully be moot as we hope to retain the Edison lease. As we all know the dressage arena can not remain in it's current location if we are held to the invisible property line. The western arena has some room to move and that is why we are holding off on installing the new 8 stall barn as that work would obviously need to be done first. We are hoping that if Lakewood retains the SCE lease (which we believe to be the plan) then we can use the visible boundary of the access road as the dividing line. We understand that it makes those arenas vulnerable to the needs of SCE we do have a contingency that can be executed at a time if / when that becomes necessary. We are happy to share drawings Format note: this is not in gantt chart format as it was too cumbersum for printing due to the length and scope of the project. And not useful at this pre-project point.

Arena Footing work will be on it's own schedule. We are hoping to keep the footprint of the dressage arena, we have a plan for it's relocation if necessary. We will shift the back multi purpose arena to the Wait until after rainy season do
all parking at once
This facility will require a
separate timeline. We still need
to get info from USDA on
requirements and logistics.

Expecting this is a year 2 project
Please note we are assuming that the SCE land will be available until completion of our work. Plans and timelines for SCE land will begin if we are able to retain it. We will develop site plan / timelines and ROM for approval by city and Edison when that time comes The same situation will be for the arenas, we foresee only the jumping arena being closed for repairs during the construction. The multipurpose arena may get work during that time as well. There will never be more than 1 arena closed at a time. If that becomes necessary, we will seek city staff approval.
5 year Revenue Model
2025 2025 Assumptions 2026 2026 Assumptions 2027 2027 Assumptions 2028 2028 Assumptions 2029 2029 Assumptions 2030 2030 Assumptions Horses 80 85 90 94 95 98
Inflation 4% 4% 4% 4% 5%
Assumption of 4%
increase on all expenses
from previous year
Assumption of 5%
increase on all
expenses from
previous year
Assumption of 5%
increase on all
expenses from
previous year
Assumption of 5%
increase on all
expenses from previous
year
Assumption of 5%
increase on all
expenses from
previous year
Loan Balance ($586,412.32) ($460,930.52) ($322,309.14) ($169,172.28) $0.00 Profit 4,064
This model utilizes up
front capital
investment of $700K at
10% paid over 5 years
with fully amortized
monthly payments 146,521 171,139
At this point we'd like to
excelerate the
repayment of the loan
but I don't want to
assume that difinitivly 202,608 220,232 375,025
Revenue $977,232 $1,151,132 $1,253,149 $1,324,112 $1,380,950 $1,402,623 Boarding $662,400 $690.00 $703,800 $690 $756,000 $700 $789,600 $700 $826,500 $725 $852,600 $725 Trailers - $100 $12,000 10 $18,000 15 $20,400 17 $24,000 20 $26,400 22 $28,800 24 Trainer Revenue Split $15,300 Current situation $25,500 current, add 2 trainers $25,500 $25,500 $25,500 $25,500 Hay Sales $179,712 $198,582 $218,674 $237,528 $249,657 $250,000 Extra Shavings - 1x week (30% participation) $12,800 $40 $54,400 $40 $57,600 $40 $60,160 $40 $60,800 $40 $62,720 $40 Simply Fly - daily feeding included (75% perticipation) $10,800 $15 $11,475 $15 $12,150 $15 $12,690 $15 $12,825 $15 $13,230 $15 Turn-Out Services - 3x week / monthly (10%
participation) $5,760 $60 $6,120 $60 $6,480 $60 $6,768 $60 $6,840 $60 $7,056 $60 Blanketing Services - am OR pm daily (Nov - Feb 25%
participation) $2,400 $30 $2,550 $30 $5,400 $30 $5,640 $30 $5,700 $30 $5,880 $30 Blanketing Services - am & pm (Nov - Feb 25%
participation) $3,600 $45 $3,825 $45 $8,100 $45 $8,460 $45 $8,550 $45 $8,820 $45 Tackup / untack service 3x wk monthly (5%
participation) $14,400 $300 $15,300 $300 $16,200 $300 $16,920 $300 $17,100 $300 $17,640 $300 Full Groom Service: monthly includes 3x wk tacking,
daily blanket, suppliments, 3x turn out, 1x leg clip, 1 shampoo (1% participation) $3,840 $400 $4,080 $400 $4,320 $400 $4,512 $400 $4,560 $400 $4,704 $400 Extra Feeding (suppliments/grain/owners hay) 10%
participation $1,280 $40 $1,360 $40 $1,440 $40 $1,504 $40 $1,520 $40 $1,568 $40 30x60 2 hour turn out daily (5x) (10% participation) $200 $20,400 $200 $21,600 $200 $22,560 $200 $22,800 $200 $23,520 $200 30x30 all day turn out daily (5x) (1% participation) $400 $4,080 $400 $4,320 $400 $4,512 $400 $4,560 $400 $4,704 $400 BarnYard Buddies - revenue split $12,000 8% $12,000 8% $12,000 8% $12,000 8% $12,000 8% $12,000 8% BarnYard Buddies stall rent $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 Wisdom of the Herd Revenue / space rental $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 $14,400 $1,200 Wisdon of the Herd Revenue split 8% 8% 8% 8% 8% 8%
Eurosizer - revenue split $5,107 8% $5,618 8% $6,179 8% $6,797 8% $7,477 8% $8,225 8% Additional Equestrian Events $12,000 Clinics, etc 12,000 Clinics, etc 15,000 Clinics, etc 15,000 Clinics, etc 15,000 Clinics, etc Tack Store Revenue (after sales tax) $4,800 $400 $7,200 $600 $12,000 1,000 14,400 1,200 14,400 1,200 $14,400 1200 Horse Laundry Revenue $590 $1,321 $4,216 $4,216 $4,416 $516 Add new machine Vending Machine Revenue $1,643 $9,921 $10,620 $11,144 $11,144 $2,540 Photo / Video Shots (commercial) $1,200 1 @ $1200 $2,400 2 @ $1200 $2,400 2 @ $1200 $2,400 2 @ $1200 $2,400 2 @ $1200 Event Space rental $3,600 6 events @ $500 $6,750 9 events @ $750 9000 12 Events @$750 12000 12 Events @$1k 12000 12 Events @$1k Expenses $973,168 $1,004,611 $1,082,010 $1,121,504 $1,160,717 $1,027,598 City Lease payment $1 $1 $1 $1 $1 $56,201
Labor - Facilities and feeding $267,056 $277,738 $288,848 $300,401 $312,418 $328,038 Labor - Administrative -part time $22/hr plus incl tax&ins $38,980 $40,539 $81,078 Possibly full-time $84,322 $87,694 $92,079 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
Labor - subcontracted (misc sub contracted services) $12,000 $12,480 $12,979 $13,498 $14,038 $14,600 Start up Maintenance $10,000 - - - - -
Capital Improvement - payment 10% 5 year term $191,697 $15,975 $191,697 $15,975 $191,697 $15,975 $191,697 $15,975 $191,697 $15,975 Coin Operated Laundry Center $3,250 Add 1 set to start $3,250 2nd set by yr 2 $ 3,900 New machine Edco Waste (not including manure) $5,580 $465 $5,803 $484 $6,035 $503 $6,277 $523 $6,528 $544 $6,854 $571 Golden State Water (monthly is an average) $22,800 $1,900 $23,712 $1,976.00 $24,660 $2,055.04 $25,647 $2,137.24 $26,673 $2,222.73 $28,006 $2,333.87 Lakewood Water (monthly is an average) $4,932 $411 $5,129 $427 $5,334 $445 $5,548 $462 $5,770 $481 $6,058 $505 SCE (monthly is average) $11,268 $939 $11,719 $976.56 $12,187 $1,015.62 $12,675 $1,056.25 $13,182 $1,098.50 $13,841 $1,153.42 Internet / WiFi $2,400 $200 $2,496 $208 $2,596 $216 $2,700 $225 $2,808 $234 $2,948 $246 Portable Restrooms rental / service $9,600 $800 $9,984 $832.00 $10,383 $865.28 $10,799 $899.89 $11,231 $935.89 $11,792 $982.68 Insurance - based upon Cheval quote $80,000 $83,200 $86,528 $89,989 $93,589 $98,268 Manure removal (Using Edco) $108,000 $9,000 $112,320 $9,360 $116,813 $9,734 $121,485 $10,124 $126,345 $10,529 $132,662 $11,055 Licenses - city business (service with 6 employees) $165 $172 $178 $186 $193 $203 Supplies - Mic. $2,400 $2,496 $2,596 $2,700 $2,808 $2,948 Hay - Alfalfa 30 ton pricing $270/ ton 100% of horses $69,120 $72 $76,378 $75 $84,105 $78 $91,357 $81 $96,022 $84 $104,007 $88 Hay - Timmothy / grass 50% of horses $69,120 $144 $76,378 $150 $84,105 $156 $91,357 $162 $96,022 $168 $104,007 $177 Shavings $54,000 $56,160 $58,406 $60,743 $63,172 $66,331 Simply Fly $9,000 $9,360 $9,734 $10,124 $10,529 $11,055 Advertising - SEO $600 $1,200 $1,248
Advertising - Print $1,200 $2,400 $2,496
We hope to enhance ad
budget with press and
free promotion.

The advertising budget in year 4 and beyond will include promotion and sponsorships that we can not accuratly predict at this time
City Equipment Rental for LEC Page 1 of 6

CITY OF LAKEWOOD

EQUIPMENT RENTAL AGREEMENT FOR

LAKEWOOD EQUESTRIAN CENTER
This Agreement is made and entered into by and between the City of Lakewood, a municipal corporation, sometimes hereinafter referred to as "City", and Pilmore Equestrian, LLC, owned by Cynthia Flavin, hereinafter referred to as "Lessee", with reference to the following facts:
a. City is the owner of a 2,000 gallon water truck, a John Deere Tractor along with a rake attachment and front loader and a Toro Workman utility vehicle. b. City authorizes use of its 2,000 gallon water truck, a John Deere Tractor along with a rake attachment and front loader and a Toro Workman utility vehicle for exclusive use at the Lakewood Equestrian Center to support maintenance and operation of the Premises.

1. City Equipment. City shall rent Lessee a 2,000 gallon water truck, a John Deere Tractor along with a rake attachment and front loader and a Toro Workman utility vehicle hereinafter referred to as “City Equipment” to be used at the Lakewood Equestrian Center, hereinafter referred to as “Premises” by employees of Lessee.

2. Term. The term of this Agreement shall commence on January 1, 2025 and terminate on March 30, 2025. Upon expiration of Term, City Equipment shall be returned to City, in the same condition as when delivered to Lessee, ordinary wear and tear from normal use thereof excepted.

3. Rent. For the duration of the Term, City shall receive as Rent for City Equipment the amount of $3 due from Lessee on effective date of this Agreement.

4. Maintenance. City shall be responsible for all maintenance of City Equipment. Should City Equipment become unavailable for Lessee’s use on Premises due to maintenance issues or any other unforeseen circumstance, Lessee shall be responsible for procuring any equipment that Lessee deems necessary for its operations and maintenance of Premises, at Lessee’s expense.

5. Possession and Use of City Equipment. Lessee and employees of Lessee are authorized by City to use City Equipment, however, Lessee shall be liable for any loss or damage to City Equipment caused by Lessee’s or its employees’ negligent acts or omissions while the same is in Lessee’s custody. Lessee shall exercise commercially reasonable care to protect City Equipment while in Lessee’s custody. City Equipment shall be operated in a safe and lawful manner at all times. City Equipment shall not be used when overloaded, while the operator is under the influence of drugs or alcohol in violation of state or federal law, or to carry persons not employed by Lessee.

City Equipment Rental for LEC Page 2 of 6
No person shall be allowed to ride on running boards, fenders, hoods, tailgates, beds, or other locations on a vehicle not designed or approved by the vehicle manufacturer for passenger seating.

Lessee shall verify that any operators of City Equipment, have a valid driving license along with required endorsements deemed necessary to operate equipment, a good driving record and is enrolled in the Employer Pull Notice program coordinated by the State of California Department of Motor Vehicles.

At Lessee’s expense, Lessee shall safeguard City Equipment, provide appropriate fuel type for City Equipment, and fill City’s water truck with potable water only.

6. Equipment Condition, Inspection, and Acceptance. City Equipment is being rented in its “AS IS” condition. City shall indicate the general condition of City Equipment upon delivery. Lessee shall inspect City Equipment immediately upon delivery. Within 24 hours after City Equipment is received, Lessee shall certify that City Equipment is in good working condition or notify City in writing that City Equipment is not operational, specifying the reason(s) of defect. City and Lessee agree that the failure to provide written notice of defect within 24 hours after arrival of City Equipment shall constitute an acknowledgment by Lessee that City Equipment has been inspected, accepted and determined to be in good operating condition.

7. Title of Ownership. This Agreement is for the exclusive rental of City Equipment. City Equipment shall remain City property, and title thereto shall remain with City. Nothing in this Agreement shall be deemed to have the effect of conferring any right or title whatsoever in or to City Equipment upon or to Lessee, other than as a lessee thereof.

Lessee shall keep City Equipment free from any and all liens, encumbrances and claims whatsoever, and shall not do or permit any act which may encumber or impair City’s title or rights in City Equipment.

8. Inspection and Record Keeping Requirements. Lessee shall affect and bear the expense of daily inspections of City Equipment, on an inspection report form provided by City. City shall have the right to inspect City Equipment at any time. City shall have prompt access to City Equipment to properly maintain and repair City Equipment.

9. Damage to Equipment: Lessee shall immediately notify City of any damage to City Equipment. All repairs to City Equipment occasioned by damage caused by Lessee’s use of City Equipment during Term hereof, shall be at the expense of Lessee. If, upon Lessee's return of City Equipment, City determines that City Equipment has been subject to damage or excess wear and tear, improper usage or usage in excess of that permitted hereby, Lessee shall pay to City immediately upon demand the amount necessary to restore City Equipment to the same condition as when initially leased, ordinary wear and tear from normal use excepted.

10.Accidents. Lessee shall immediately notify City of any accident involving personal injury and/or property damage arising from the possession and use of City Equipment.

Lessee shall immediately deliver to City any summons, pleading, notice, or paper of City Equipment Rental for LEC Page 3 of 6
any kind involving any claim, suit or proceeding relating to any accident or event involving City Equipment. Lessee shall not aid or abet the assertion of any such claim, suit or proceeding, and shall fully cooperate with City in investigating and defending the same. In the event of damage to City Equipment however so caused during Term of this Agreement, and notwithstanding anything to the contrary contained herein, (i) Lessee shall immediately and properly secure City Equipment and the accident location for City’s inspection, and take such actions as are necessary to permit City immediate and unobstructed access to City Equipment, (ii) Lessee shall not disassemble, move or remove City Equipment at or from its then current location as of the time of the damage or otherwise permit the movement, disassembly or transportation of City Equipment from its then current location prior to City’s inspection thereof without the prior written consent of City, unless the presence of such damaged City Equipment could reasonably be foreseen to pose a material safety or other hazard at the site, and in such event, City shall be provided reasonable advance notice of Lessee’s intent to move, remove or disassemble City Equipment and the parties shall work together in good faith to agree on the terms thereof, (iii) City shall take possession of City Equipment, (iv) City shall have the exclusive right to direct and control the movement, removal, disassemble and transportation of the damaged City Equipment and the destination thereof; and (v) City shall have the exclusive right to repair and direct the repair of City Equipment; it being the express intent of the parties that City shall have immediate access to, and right of retrieval and repair of, any damaged City Equipment, however, that the exercise of any right of possession or repair or other right by City pursuant to subsections (i) – (v) hereof shall not in any way affect or terminate any of Lessee’s obligations under this Agreement for restitution of expenses incurred for the transportation, repair, restoration and/or replacement of City Equipment.

11.Indemnification and Hold Harmless. Lessee shall indemnify, defend, and hold harmless City, and its officers, employees, and agents from and against any and all causes of action, claims, liabilities, obligations, judgments, losses, costs, expenses, or damages, including liability for injuries or illnesses to any person or persons or damage to property arising at any time during and/or arising out of or in any way connected with Lessee’s possession and use of City Equipment unless solely caused by the gross negligence or willful misconduct of City, its officers, employees, or agents.

In the event City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Lessee’s possession and use of City Equipment, Lessee shall provide a defense to the City indemnitees, or at the City’s option, reimburse the City indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.

Lessee waives any right of recovery against City, its officers, employees, and agents for indemnification, contribution, or declaratory relief arising out of or in any way connected with Lessee’s possession and use of City Equipment, even if City, its officers, employees, or agents seek recovery against Lessee. This provision does not apply to claims or damages caused solely by City’s gross negligence or willful misconduct.

City Equipment Rental for LEC Page 4 of 6
Lessee waives any right of recovery against City, its officers, employees, and agents for fires, floods, earthquakes, civil disturbances, regulation of any public authority, and other causes beyond their control. Lessee shall not charge results of “acts of God” to City, its officers, employees, or agents.

In the event a claim is made against City or City is named a co-defendant in any action, arising out of, or in any way related to activity conducted by Lessee, Lessee shall immediately notify City of such fact, and at City’s option shall either retain legal counsel of City’s choice to represent City in such action at Lessee’s sole expense or reimburse City for City’s litigation costs, expenses and attorneys’ fees in undertaking to represent itself.

In the event a claim is made against both City and Lessee for joint and several liability, notwithstanding any apportionment of liability between City and Lessee, Lessee shall nevertheless be responsible to indemnify and hold harmless City as fully set forth above, unless a court determines that the injury or damage resulted from the sole negligence or intentional and willful misconduct of City, its elected or appointed officers, agents, officials, employees, and volunteers.

City shall, by appropriate, written notice to Lessee, advise Lessee as soon as practicable regarding any potential liability of Lessee under this section.

12.Insurance Requirements. Without limiting Lessee’s indemnification of City, and prior to commencement of this Agreement, Lessee shall obtain, provide and maintain at its own expense during the Term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.  Business Auto Coverage Insurance. Lessee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Lessee arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented autos, trucks and trailers, and other vehicles or equipment, to include loading and unloading, in an amount not less than $5,000,000.00 combined single limit for each accident. If Lessee owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Lessee or Lessee’s employees will use personal autos in any way. Lessee shall provide evidence of personal auto liability coverage for each such person.

13.Governing Law. City and Lessee understand and agree that the laws of the state of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in municipal orsuperior with jurisdiction over City.

City Equipment Rental for LEC Page 5 of 6

14.Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. In the event that any language contained in this Agreement is deemed to be ambiguous, neither party shall be considered to be the drafter of this Agreement for the purpose of construing such language.

15.Severability. Any part, provision, or representation of this Agreement or any of its exhibits, which is held to be invalid, void or unenforceable by a court of competent jurisdiction, shall be limited to that part, provision or representation and all other parts, provisions, or representations herein shall remain in full force and effect.

16.Authority to Execute this Agreement. The person or persons executing this Agreement on behalf of Lessee warrants and represents that they have the authority to execute this Agreement on behalf of Lessee and have the authority to bind Lessee to the performance of Lessee’s obligations hereunder.

17.Survival of Indemnification and Defense Provisions. Lessee’s Obligations to defend and indemnify City as described in this Agreement shall survive the termination of this Agreement.

City Equipment Rental for LEC Page 6 of 6

18. Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail in an envelope bearing the proper amount of postage thereon, and addressed as follows:

To City: Director of Recreation and Community Services
City of Lakewood
5050 Clark Avenue, Lakewood, CA 90712
To Lessee: Pilmore Equestrian, LLC
Cynthia Flavin
3426 Warwood Road
Lakewood, CA 90712
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written.

City OF LAKEWOOD
_______________________________
MAYOR
ATTEST:
_______________________________
City Clerk
APPROVED AS TO FORM:
_______________________________
City Attorney
Pilmore Equestrian, LLC
Owner:
_______________________
Cynthia Flavin

Successor Agency to the former Lakewood Redevelopment Agency Administrative Budget (ROPS 25-26)
Fiscal Year 2025-26
Requested Estimated
Expense Category Admin Allowance 6-Month Budget
Project Management Cost
Items# 9, 18, 19, 20 69,026 34,513
Director of Finance and Administrative Services (8%)
Asst. Director of Finance and Administrative Services (15%) Accounting and Grants Manager (3%)
Accountant (3%)
Accounting Technician (2%)
Total Project Management Cost 69,026 34,513
Administrative Cost
General Personnel Cost 31,990 15,995
City Manager (5%)
Deputy City Manager (2%)
City Clerk (2%)
Assistant City Clerk (2%)
Accounting and Auditing 9,500 4,750
HdL 15,200 7,600
Legal Services 11,000 5,500
IT, Insurance, and Other Professional Services 35,000 17,500 Overhead and Departmental Supplies 10,000 5,000
Total Administrative Cost 112,690 56,345
Total 181,716 90,858
Recognized Obligation Payment Schedule (ROPS 25-26) - Summary Filed for the July 1, 2025 through June 30, 2026 Period Successor Agency: Lakewood
County: Los Angeles
Current Period Requested Funding for Enforceable
Obligations (ROPS Detail)
25-26A Total
(July -
December)
25-26B Total
(January -
June)
ROPS 25-26
Total
A Enforceable Obligations Funded as Follows (B+C+D) $ - $ - $ - B Bond Proceeds - - -
C Reserve Balance - - -
D Other Funds - - -
E Redevelopment Property Tax Trust Fund (RPTTF) (F+G) $ 1,902,169 $ 1,596,989 $ 3,499,158 F RPTTF 1,811,311 1,506,131 3,317,442
G Administrative RPTTF 90,858 90,858 181,716
H Current Period Enforceable Obligations (A+E) $ 1,902,169 $ 1,596,989 $ 3,499,158 Certification of Oversight Board Chairman:

Name Title
Pursuant to Section 34177 (o) of the Health and Safety
code, I hereby certify that the above is a true and
accurate Recognized Obligation Payment Schedule for
the above named successor agency. /s/
Signature Date
Lakewood
Recognized Obligation Payment Schedule (ROPS 25-26) - ROPS Detail July 1, 2025 through June 30, 2026

A B C D E F G H I J K L M N O P Q R S T U V W
Item
# Project Name Obligation Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
25-26
Total
ROPS 25-26A (Jul - Dec)
25-26A
Total
ROPS 25-26B (Jan - Jun)
25-26B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds
RPTTF
Admin
RPTTF
$4,256,101 $3,499,158 $- $- $- $1,811,311 $90,858 $1,902,169 $- $- $- $1,506,131 $90,858 $1,596,989 7 County
Deferral
Unfunded
Liabilities
06/27/
1989
06/30/2042 County of
Los
Angeles
County
Deferral Loan
Project
Area 2
756,943 N $- - - - - - $- - - - - - $-
9 Housing Fund
Deficit
Unfunded
Liabilities
06/30/
1999
06/30/2022 Low and
Moderate
Income
Housing
Fund
Housing fund
deficit
repayments
(HSC section
3334.6(d))
Project
Area 1
1,085,310 N $1,085,310 - - - 542,655 - $542,655 - - - 542,655 - $542,655 17 Administrative
Costs
Admin
Costs
07/01/
2020
06/30/2022 City of
Lakewood
Administrative
costs
including
staff, audit,
payroll, legal,
and other
administrative
costs.

All
Project
Areas
181,716 N $181,716 - - - - 90,858 $90,858 - - - - 90,858 $90,858 18 LMIHF Loan
(SERAF)
SERAF/
ERAF
05/10/
2010
06/30/2042 Low and
Moderate
Income
Housing
Fund
Loan for
SERAF
payment to
County for FY
09/10 (HSC
section 33690
(c)(1))
All
Project
Areas
23,756 N $23,756 - - - 23,756 - $23,756 - - - - - $-
19 LMIHF Loan
(SERAF)
SERAF/
ERAF
05/04/
2011
06/30/2042 Low and
Moderate
Income
Housing
Fund
Loan for
SERAF
payment to
County for FY
10/11 (HSC
section 33690
(c)(1))
All
Project
Areas
190,932 N $190,932 - - - 190,932 - $190,932 - - - - - $- 20 LMIHF Loan
(ERAF)
SERAF/
ERAF
05/10/
2005
06/30/2042 Low and
Moderate
Income
Housing
Fund
Loan for
ERAF
payment to
County for FY
04/05 (HSC
section
33681.12 (b))
All
Project
Areas
90,492 N $90,492 - - - 90,492 - $90,492 - - - - - $-
21 City Loans
and
Advances to
Agency
City/
County
Loan
(Prior 06/
12/17/
1985
06/30/2042 City of
Lakewood
Loans for
development
and financial
assistance of
All
Project
Areas
- N $- - - - - - $- - - - - - $-

A B C D E F G H I J K L M N O P Q R S T U V W
Item
# Project Name Obligation Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
25-26
Total
ROPS 25-26A (Jul - Dec)
25-26A
Total
ROPS 25-26B (Jan - Jun)
25-26B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds
RPTTF
Admin
RPTTF
28/11),
Cash
exchange
Project Areas
1, 2, and 3
(80%)
22 City Loans
and
Advances to
Agency
City/
County
Loan
(Prior 06/
28/11),
Cash
exchange
12/17/
1985
06/30/2042 Lakewood
Housing
Successor
Loans for
development
and financial
assistance of
Project Areas
1, 2, and 3
(20%)
All
Project
Areas
- N $- - - - - - $- - - - - - $-
30 Proportional
Share of
Unfunded
Pension
Liabilities
Unfunded
Liabilities
01/01/
2020
06/30/2022 City of
Lakewood
Obligation to
Share in
Payment of
Unfunded
Liabilities
All
Project
Areas
1,926,952 N $1,926,952 - - - 963,476 - $963,476 - - - 963,476 - $963,476 Lakewood
Recognized Obligation Payment Schedule (ROPS 25-26) - Report of Cash Balances July 1, 2022 through June 30, 2023
(Report Amounts in Whole Dollars)
Pursuant to Health and Safety Code section 34177 (l), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation.

A B C D E F G H
ROPS 22-23 Cash Balances
(07/01/22 - 06/30/23)
Fund Sources
Comments
Bond Proceeds Reserve Balance Other Funds RPTTF
Bonds issued
on or before
12/31/10
Bonds issued
on or after
01/01/11
Prior ROPS
RPTTF and
Reserve
Balances retained
for future
period(s)
Rent, grants,
interest, etc.

Non-Admin
and Admin
1 Beginning Available Cash Balance (Actual 07/01/22)
RPTTF amount should exclude "A" period distribution
amount.
569,072 1,000
2 Revenue/Income (Actual 06/30/23)
RPTTF amount should tie to the ROPS 22-23 total
distribution from the County Auditor-Controller
911,935
3 Expenditures for ROPS 22-23 Enforceable Obligations
(Actual 06/30/23)
912,935
4 Retention of Available Cash Balance (Actual 06/30/23) RPTTF amount retained should only include the amounts
distributed as reserve for future period(s)
569,072 -
5 ROPS 22-23 RPTTF Prior Period Adjustment
RPTTF amount should tie to the Agency's ROPS 22-23 PPA
form submitted to the CAC
No entry required
6 Ending Actual Available Cash Balance (06/30/23)
C to F = (1 + 2 - 3 - 4), G = (1 + 2 - 3 - 4 - 5)
$- $- $- $- $-
Lakewood
Recognized Obligation Payment Schedule (ROPS 25-26) - Notes July 1, 2025 through June 30, 2026
Item # Notes/Comments
7 9 Schedule of repayment approved by the Oversight Board on January 28, 2016 (OB Resolution OB2016-3), and was subsequently submitted to the Department of Finance on February 2, 2016. Per H&S Code 34191.4(b)(3)(A) the maximum repayment amount authorized each fiscal year for repayments shall be equal to one-half of the increase between the amount distributed to the taxing entities and the amount distributed to taxing entities 2012-13 base year. Listed is the estimated maximum RPTTF available for distribution to Lakewood Successor Agency to repay approved ERAF/ SERAF loans.
17 18 Per H&S Code 34191.4(b)(3)(A) the maximum repayment amount authorized each fiscal year for repayments shall be equal to one-half of the increase between the amount distributed to the taxing entities and the amount distributed to taxing entities 2012-13 base year. Listed is the estimated maximum RPTTF available for distribution to Lakewood Successor Agency to repay approved ERAF/ SERAF loans.
19 Per H&S Code 34191.4(b)(3)(A) the maximum repayment amount authorized each fiscal year for repayments shall be equal to one-half of the increase between the amount distributed to the taxing entities and the amount distributed to taxing entities 2012-13 base year. Listed is the estimated maximum RPTTF available for distribution to Lakewood Successor Agency to repay approved ERAF/ SERAF loans.
20 Per H&S Code 34191.4(b)(3)(A) the maximum repayment amount authorized each fiscal year for repayments shall be equal to one-half of the increase between the amount distributed to the taxing entities and the amount distributed to taxing entities 2012-13 base year. Listed is the estimated maximum RPTTF available for distribution to Lakewood Successor Agency to repay approved ERAF/ SERAF loans.
21 22
30 Per DOF letter dated December 17, 2015, the DOF approved the unfunded pension obligation but stated that liabilities calculation be based on the dissolution year 2012 and not 2013 as originally requested by the Agency. CalPERS recalculated pension liabilities in 2013 to reflect new factors such as mortality rate. The Agency's stance is that although the Successor Agency ceased to exist in January 2012, the liabilities continue to exist, therefore, calculation should be updated accordingly.