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I, Andrea Alexander, City Clerk of the City of Lancaster, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading on the _____ day of _____________, 2023, and placed upon its second reading and adoption at a regular meeting of the City Council on the _____ day of __________, 2023 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF LANCASTER )
CERTIFICATION OF ORDINANCE
CITY COUNCIL
I, __________________________, ____________________________________ City of Lancaster, California, do hereby certify that this is a true and correct copy of the original Ordinance No. , for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _________ day of ________________, ________.
____________________________________
(seal)
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Exhibit A
Chapter 15.67
Vehicle Miles Traveled Impact Fee
15.67.010 Title.
This Chapter shall be known as the City of Lancaster’s Vehicle Miles Traveled (VMT) Impact Fee ordinance.
15.67.020 Definitions.
As used in this Chapter, the following words and phrases have the meanings set forth below:
“CEQA” means the California Environmental Quality Act and the accompanying guidelines.
“SB 743” refers to Senate Bill 743 which identified vehicle miles traveled as the most appropriate CEQA transportation metric.
“TDM Strategies” means transportation demand strategies which are identified as part of the vehicle miles traveled impact fee mitigation program. “VMT” means vehicle miles traveled.
“VMT efficient zone” means areas of the City where the vehicle miles traveled are already 15 percent or more below the adopted thresholds for the type of use.
15.67.030 Basis of impact fee.
The City Council expressly finds that the vehicle miles traveled impact fee is expressly adopted for the purpose of mitigating VMT traffic impacts identified in applicable CEQA documents. Therefore, the establishment of such fee shall be based on the project’s “fair share” of the improvements necessary to mitigate Citywide VMT growth as defined in the nexus study.
15.67.040 Adoption of the impact fee.
The City Council shall adopt the Vehicle Miles Traveled Impact Fee by resolution. In accordance with Section 15.67.030 of this chapter, this fee shall be based on the project’s “fair share” of the improvements to mitigate Citywide VMT growth as defined in the nexus study.
15.67.050 Applicability of impact fee.
The Vehicle Miles Traveled Impact Fee shall be applicable to all new residential and nonresidential development and payable as follows:
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A. All new residential and nonresidential development shall pay the fee prior to the issuance of construction related permits (e.g., clearing and grubbing, grading, building, etc.).
B. The fee is only applicable to the vehicle miles above the thresholds established by the City Council. These vehicle miles shall be determined through a project-specific VMT study.
15.67.060 Exceptions
The Vehicle Miles Traveled Mitigation fee shall not be applicable in the following situations:
A. VMT Efficient Zones: The VMT fee shall not apply to development projects which are located within VMT efficient zones for the type of use (e.g., residential, commercial, etc.).
B. State Identified VMT Exempt Projects: The VMT fee shall not apply to development projects which are exempt from a VMT analysis. These exemptions are identified in the City’s VMT thresholds as adopted by the City Council.
C. Identified Improvements: The VMT fee shall not apply to development projects which choose to mitigate VMT impacts through the construction of improvements as identified in a project-specific VMT study.
15.67.070 Administration of fee and allowable uses.
All vehicle miles traveled impact fees shall be held in separate account and shall only be expended for the TDM strategies and VMT-reducing projects identified in the Final Program EIR for the Vehicle Miles Traveled Mitigation Program and corresponding Nexus Study.
15.67.080 Severability.
If any section, subsection, paragraph, sentence, clause or phrase of this Chapter is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Chapter. The City Council declares that it would have adopted this Chapter, and each section, subsection, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, phrases, or portions be declared invalid or unconstitutional.
STAFF REPORT
City of Lancaster
CC 10
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Trolis Niebla, Assistant City Manager
Jeff Hogan, Senior Director - Development Services
Chenin Dow, Assistant Director - Real Estate and Economic Development Patti Garibay, Manager - Real Estate and Economic Development Subject: Approval of the First Amendment to the License Agreement with SiFi Networks Lancaster LLC
Recommendations:
1. Approve the First Amendment to the License Agreement, granting SiFi Networks Lancaster, LLC (SiFi) an additional two hundred ten (210) days to commence construction of their Citywide Fiber Optic Cable Installation.
2. Approve clarifying language regarding SiFi’s exclusive rights to the area occupied by SiFi system elements.
3. Find that the California Environmental Quality Act does not apply to this item.
4. Authorize the City Manager to sign all documents.
Fiscal Impact:
SiFi will compensate the City for the actual plan check, permit, inspection and administration costs throughout the planning and construction of the project. Additionally, the City, residents, and businesses will realize numerous efficiency and economic benefits from a municipal-wide long distance, high-performance data, and telecommunications network.
Background:
On March 23, 2021, the City Council approved a License Agreement with SiFi to support the development of a Citywide Fiber Optic Cable Installation. The Agreement granted SiFi with twenty-four (24) months from the effective date of the Agreement to commence construction. SiFi has met with City staff regularly since the Agreement was approved in 2021, and continued to 1 1
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keep staff apprised of their plans, which include the selection of an Internet Service Provider for the City. SiFi recently met with staff to request an extension of two hundred ten (210) days on their timeline to begin construction. SiFi is confident that they will be ready to begin construction by September 2023.
The First Amendment to the License Agreement also includes clarifying language regarding SiFi’s exclusivity for the areas occupied by their System elements.
The fiber installation timeline is still expected to be four (4) years. SiFi will maintain ownership and provide maintenance of the fiber optic system, however, the internet services will be provided by an Internet Service Provider selected by SiFi.
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Attachment:
First Amendment to License Agreement
FIRST AMENDMENT TO
LICENSE AGREEMENT
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (the “ Amendment”) is entered into February 14, 2023 between the CITY OF LANCASTER, a California municipal corporation and charter city (the “City”) and SIFI NETWORKS LANCASTER LLC, Delaware limited liability company (the “Company”), on the terms and provisions set forth below. The City and Company are sometimes referred to individually herein as a “Party” and, collectively, as the “Parties”.
RECITALS
The following recitals are a substantive part of this Amendment.
A. On March 23, 2021, the parties entered into a License Agreement (the “License Agreement”) for the purposes of (i) implementing a fiber optic network System; (ii) confirming SiFi would own the rights to the proprietary fiber optic cable system technology; (iii) the City licensing to SiFi all necessary rights to access and use the Public Way , subject to the terms in the Agreement
B. The Parties have continued meeting and making progress.
C. The Parties now desire to extend the Construction Commencement Deadline in the License Agreement for an additional period of two hundred ten (210) days.
THEREFORE, THE COMPANY AND CITY HEREBY AGREE, AS FOLLOWS:
1. Section 2.2.1 of the License Agreement is hereby deleted in its entirety and replaced with the following:
2.2.1 SiFi License to Use Public Way. This Agreement sets forth the basic terms and conditions upon which SiFi is granted a license to install, maintain, and operate the System in the Public Way. The particular t erms and location of each portion of the System shall be specified in the applicable permit including but not limited to encroachment, as described in Section 3.2 Permits and General Obligations. Subject to this Agreement and the terms of applicable permit s, including but not limited to encroachment, the City hereby grants and conveys to SiFi a license to install, maintain, operate in or under or above any Public Way, the System including, wires, cables, Facilities, Cabinets, Shelters, components, materials , apparatus ducts, conduits, connectors, vaults, manholes, manhole covers, pedestals, appliances, splitters, pots, attachments, and other related property or equipment as may be necessary or appurtenant to the System, within the Boundary, and all extensions and additions thereto during the Term as defined below. SiFi shall have the right, subject to City approval of the applicable permits, which approval shall not be unreasonably withheld, delayed, or conditioned except for those conditions necessary to protect public health, safety and welfare or public property in the sole but reasonable discretion of the City Development Services Director to determine the final engineering design and location of all equipment and other parts of the System. Both Parties agree to cooperate during the design and permitting process and, prior to commencing any construction, SiFi must first disclose all engineering designs applicable to the respective permit for the portion of the System to be constructed under such permit to the City for such permit approval. Notwithstanding the foregoing, installation of the System and use of the Public Way is subject to the applicable permit for a specific location. SiFi’s right to install, operate and maintain the System in the Public Way is non-exclusive except for the Facilities ; however, upon issuance of the applicable permit and installation of System elements, the area occupied by such System elements shall be exclusive for the System, subject to the terms and conditions of this Agree ment. Further, SiFi’s rights granted under this Agreement and the particular permit are irrevocable until the expiration or sooner termination of this Agreement as provided herein.
2. Section 4.1 of the License Agreement is hereby deleted in its entirety and replaced with the following:
4.1 Construction of the System. SiFi will use commercially reasonable efforts to commence Construction on or before a date that is thirty -one (31) months after the Effective Date (the “Construction Commencement Deadline”); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within thirty-one (31) months from the Effective Date, the Construct ion Commencement Deadline shall be extended by the time impact resulting from the (i) Force Majeure Event or (ii) delay in agreeing on all Shelter locations. In addition, SiFi will use commercially reasonable efforts to complete construction of the System on or before a date that is forty eight (48) months after the Construction Commencement Deadline (the “Construction Completion Deadline”); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within thirty-one (31) months from the Effective Date, the Construction Completion Deadline shall be extended by the time impact resulting from (i) the Force Majeure Event or (ii) delay in agreeing on all Shelter locations. The timeline shall also be extended due to and for the length of any delay by the City in performing its obligations hereunder or issuing the permits, licenses and approvals to SiFi or its contractors. Both Parties recognize and agree that SiFi cannot guarantee the Construction Commencement Deadline or the Construction Completion Deadline as many elements are outside of its control. SiFi will keep the City informed of the progress of its schedule at reasonable intervals.
4.2 Except as amended by this Amendment, all provisions of the License Agreement shall remain in full force and effect and shall govern the actions of the Parties.
IN WITNESS WHEREOF , the parties hereto have executed this First Amendment to License Agreement as of the date set forth above.
COMPANY:
SIFI NETWORKS LANCASTER LLC
A Delaware limited liability corporation
By: ____________________________________
Ben Bawtree-Jobson, Chief Executive Officer
Dated: ____________________________________
CITY:
CITY OF LANCASTER, a California Municipal
Corporation and Charter City Corporation
By: ____________________________________
Jason Caudle, City Manager
Dated: ____________________________________
ATTEST:
__________________________________
Andrea Alexander
City Clerk
APROVED AS TO FORM:
__________________________________
Allison E. Burns, Esq.
City Attorney
STAFF REPORT
City of Lancaster
CC 11
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Trolis Niebla, Assistant City Manager
Jeff Hogan, Senior Director - Development Services
Chenin Dow, Assistant Director - Real Estate and Economic Development Patti Garibay, Manager - Real Estate and Economic Development Subject: Approval of a Second Amendment to the Professional Services Agreement with Cohen Ventures, Inc., DBA Energy Solutions for Development of the Lancaster Community Solar Program
Recommendations:
1. Approve Amendment No. 2 to the Professional Services Agreement with Cohen Ventures Inc. (Energy Solutions) for the Development of the Lancaster Community Solar Program.
2. Extend the City’s engagement with Energy Solutions for a period of twelve (12) months through February 2024.
3. Appropriate $25,000.00 from Fund Balance Account No. 101-2900-000 to Account No. 101-4791-301.
4. Find that the California Environmental Quality Act does not apply to this item.
5. Authorize the City Manager, or his designee, to execute all related documents.
Fiscal Impact:
$25,000.00, bringing the total contract amount to $169,846.00. With these actions, sufficient funds are available in expenditure Account Nos. 101-4240-301 and 101-4791-301.
Background:
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Staff began working with Energy Solutions in February 2021 to develop a Community Solar Program for approval by the California Energy Commission (CEC). Energy Solutions was selected to support the City due to their technical expertise and success in supporting the approval and development of similar community solar programs.
Energy Solutions has completed and submitted the City’s draft application to the CEC for a preliminary review. Energy Solutions has also engaged multiple stakeholders throughout the application process to ensure the City has a strong application and the support of community solar advocates, such as the Sacramento Municipal Utility District (SMUD) and the Clean Energy States Alliance (CESA).
The City’s application is currently on hold while the CEC reviews SMUD’s second Community Solar application. While this has extended the City’s timeline for review, Energy Solutions believes that the feedback received on SMUD’s application will help the City refine its application, and any lessons learned through SMUD’s process can help make the approval process easier for the City. The additional funding requested will support outreach efforts if needed to help get the application approved.
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Attachment:
Amendment No. 2 to the Professional Services Agreement with Cohen Ventures
SECOND AMENDMENT TO
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
The Agreement for Professional Services dated January 29, 2021, between the City of Lancaster (“City”) and Cohen Ventures, Inc. DBA Energy Solutions (“Consultant”), is hereby amended, to be effective as of February 14, 2023. Specifically, the Parties desire to modify the contract by changing the length of the agreement from 24 months to 36 months, and adding an additional $25,000.00 for program outreach. Effective February 14, 2023, through February 14, 2024, Consultant shall bill the City at rates attached as Exhibit 1.
Accordingly, the Agreement is hereby amended by updating the term to 36 months and updating Appendix A to reflect the term of 36 months and adding $25,000.00 to the program budget.
Section – Appendix A
Appendix A: Budget Estimate
Task Subtasks Estimate (36 months)
Lancaster
Task 1:
Program Design
and CEC
Application
• Launch meeting and project plan
• Stakeholder Engagement Plan
• Program Design Workshop and Program
• CEC Program Application, Review and
• Client communication, invoicing and
reporting
• Stakeholder Outreach
$169,846
Total $169,846
The Parties acknowledge and agree that all other provisions set forth in the Agreement remain in full force and effect.
Exhibit 1
[Signatures begin on following page]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF LANCASTER
LANCASTER, CALIFORNIA
By:
Jason Caudle, City Manager
Dated:
COHEN VENTURES, INC. DBA ENERGY
SOLUTIONS
OAKLAND, CALIFORNIA
By:
Christine Riker, Director
Dated:
ATTEST:
__________________________________
Andrea Alexander
City Clerk
APROVED AS TO FORM:
__________________________________
Allison E. Burns, Esq.
City Attorney
STAFF REPORT
City of Lancaster
CC 12
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Chenin Dow, Assistant Director - Real Estate & Economic Development Sydney Yeseta, Assistant Manager - Economic Development Subject: Real Property Purchase and Sale Agreements
Recommendations:
1. Authorize the City Manager, with the concurrence of the City Attorney, to negotiate, finalize and execute a purchase and sale agreement with each property owner to acquire the properties identified in this staff report.
2. Authorize the City Manager, with the concurrence of the City Attorney, to negotiate the purchase price of each parcel consistent with the appraised values set forth in this staff report, and the City Manager’s authority set forth in the Municipal Code.
3. Authorize the City Manager, with the concurrence of the City Attorney, to execute a purchase and sale agreement, grant deed and such other documents as may be necessary to transfer said properties to Antelope Valley Transit Authority in exchange for full reimbursement of the City’s costs.
4. Make findings that the transfer of these properties to Antelope Valley Transit Authority by the City is exempt from the Surplus Land Act pursuant to Government Code 54221(f)(1)(D), because the City is transferring the property to another public agency for that public agency’s use.
5. Find that this item is not a project pursuant to the California Environmental Quality Act.
Fiscal Impact:
Appropriate up to $3,600,000.00 to Account No. 109-4790-912. City costs will be fully reimbursed once the properties are transferred to the Antelope Valley Transit Authority (AVTA). 1 1
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Background:
This item was previously brought before the City Council on June 28, 2022. Since then, the appraised value of each parcel listed below has changed to match the fair market value of today’s real estate market. The table below has been updated to reflect the changes in value. The fiscal impact remains the same, as City Council already approved the expenditure to cover the existing appraised value.
The AVTA has championed green energy initiatives for years, and in 2016 made the decision to convert the agency’s fleet to all electric. In March of this year, AVTA celebrated being the first public transit agency in the nation to have a fully electric fleet. The innovation and dedication to green energy does not stop with AVTA’s fleet. Now, the agency is embarking on a new journey to develop a solar facility to power its main facility and vehicle fleet. The project is currently under review by various federal agencies.
The proposed project requires the purchase of seven vacant parcels adjacent to AVTA’s facility. They are listed below:
APN Owner Size Appraised Value
3128-013-001 Provident Trust Group, LLC 5 AC $436,000.00 3128-013-002 Norma Faith Rockman & Lynn Horowitz 2.5 AC $245,000.00 3128-013-004 Fadr Investments, LLC 10 AC $762,000.00
3128-013-012 Provident Trust Group, LLC 2.5 AC $245,000.00 3128-013-013 Reid K. Alexander 10 AC $762,000.00
3128-013-014 Mgmt Ltd. 3 AC $327,000.00
3128-010-026 Karen D. Caillier 10 AC $762,000.00
In an effort to keep the project moving forward, the properties need to be in the control of a local public agency. AVTA cannot purchase the properties until the federal review and approval process has been completed. Once the proper approvals are in place, the City will transfer the properties to AVTA for development at a price that will fully reimburse the City’s costs.
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Attachment:
Purchase and Sale Agreement Form
1 PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT (this “ Agreement”) is entered into as of [Date], by and between the CITY OF LANCASTER, a California charter city and municipal corporation (the “ City” or “Buyer”), and [SELLER’S NAME], [an individual or insert other entity type] (“Seller”), for acquisition by the City of certain real property described below.
R E C I T A L S
A. Seller is the fee owner of that certain unimproved real property legally described in Exhibit A, which is situated in Los Angeles County and designated Assessor’s Parcel Number [APN].
Seller has offered to sell to City such real property for the price and subject to the terms set forth below.
B. City has considered the offer by Seller and agrees to buy from Seller the real property, as more specifically described below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale . Seller agrees to sell to City, and City agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, that certain real property commonly described as [Street Address of Property], Lancaster, California (Assessor’s Parcel Number [APN]) (the “Property”). The Property is legally described in the Legal Description attached hereto as Exhibit A and incorporated herein.
2. Purchase Price. The total purchase price for the Property shall be the sum of [Purchase Price] Dollars ($[Purchase Price]) (the “Purchase Price”). The Purchase Price shall be payable by City in immediately available funds, cash, cashier ’s check, or through wire transfer of funds into Escrow (as defined below) prior and as a condition precedent to the close of Escrow.
3. Escrow.
3.1 Opening of Escrow. For purposes of this Agreement, the escrow (“Escrow” ) shall be deemed opened (“Opening of Escrow ”) on the date that [Escrow Holder Name ] (“Escrow Holder”) receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before two (2) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer.
2 3.2 Closing. For purposes of this Agreement, the “Closing ” shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in which the Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on [Closing Date] (“Closing Date”). If the Closing has not, for any reason, occurred by the Closing Date , then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the Closing Date; provided, however, that if either Party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting Party against the defaulting Party.
4. City’s Right of Entry . From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Closing, or as otherwise agreed in writing by Seller, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Property during normal business hours, provided reasonable prior notice has been given to Seller.
5. Buyer’s Conditions Precedent and Termination Right.
5.1 Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only.
(a) Title Review . Within two (2) calendar days after the Opening of Escrow, Seller shall cause [Title Company Name] (“Title Company”) to deliver to Buyer a preliminary title report (the “Report ”) describing the title to the Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of th e Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy (as defined below) shall include an endorsement against the effect of any mechanics ’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement.
Within five (5) calendar days of Buyer receiving the Report, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “ Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing . Seller shall, on or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent).
(b) B
uyer ’s Title Policy. On or before the Closing, Title Company shall, upon payment of Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended 3 coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. (c) Physical and Legal Inspections and Studies. On or before the Closing, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (d) N
atural Hazard Report . Seller shall cause the Escrow Holder to provide to Buyer prior to the Closing the Natural Hazard Report described in Section 7.1(c) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report. (e) D elivery of Documents . Seller’s delivery of all documents described in Section 7, below.
(f) Re presentations and Warranties . All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing.
(g) T itle Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (h) No Default . As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement.
5.2 Termination Right. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied), Buyer may, by written notice to Seller, terminate this Agreement; such termination rights shall be in addition to those termination rights of Buyer as set forth in this Agreement. If this Agreement is so terminated, and provided such termination is not the result of Seller’s breach of or default under this Agreement, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer.
5.3 Seller’s Cure Right . Buyer shall notify Seller in writing of Buyer’s disapproval or conditional approval of any Title Documents . Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within two (2) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing . Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s expense) reasonably 4 satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such two (2) business day period, Buyer shall have three (3) business days after the expiration of such two (2) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Property subject t o the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s).
6. Seller’s Conditions Precedent and Termination Right.
6.1 Conditions Precedent. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only. (a) Completion of Title Re view. Seller shall have received written confirmation from Buyer that Buyer has completed its review of title and that the condition of title satisfactory.
(b) Conf
irmation Concerning Site . Seller shall have received written confirmation from Buyer on or before the Closing that Buyer has reviewed the condition of the Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Property.
(c) Conf irmation Regarding Buyer’s Title Policy . Seller shall have received written confirmation from Buyer on or before the Closing that Buyer has approved a pro forma title policy.
(d) Li ens . Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with the Closing. (e) D elivery of Documents. Buyer’s delivery of all documents described in Section 8.
6.2 Termination Right. Should any of Seller’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Seller has so informed Buyer, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to any other termination rights of Seller as set forth i n this Agreement. If this Agreement is so terminated, and provided such termination is not the result of Buyer’s breach of or default under this Agreement, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Seller.
7. Seller’s Deliveries to Escrow Holder.
7.1 Seller’s Delivered Documents . At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”):
(a) Deed. The original executed and acknowledged grant deed, the form of which is attached hereto as Exhibit B (“Deed”).
5 (b) FIRPTA/Tax Exemption Forms . A Transferor’s Certification of Non Foreign Status in the form required by Escrow Holder, together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”).
(c) H azard Disclosure Report . Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing.
(d) P
ossession of Property . Possession of the Property free of any tenancies or occupancy.
(e) A uthority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement. (f) F urther Documents or Items . Any other documents or items reasonably requested by Buyer and/or required to close the transaction contemplated by this Agreement as determined by the Title Company which is/are consistent with the terms of this Agreement.
7.2 Failure to Deliver . Should any of Seller’s Delivered Items not be timely delivered to Escrow, this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer.
Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller.
8. Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”):
8.1 Purchase Price. The Purchase Price, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 9.2.
8.2 Change of Ownership Report . One (1) original Preliminary Change of Ownership Report.
8.3 Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement.
8.4 Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company.
8.5 Further Documents or Items . Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 6 9. Costs and Expenses.
9.1 Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the rem oval of encumbrances; (ii) Seller’s share of prorations; (iii) one half of the premium for Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) one half of the Escrow Holder’s fee; (v) one half of the appraisal charges incurred by Seller as to the Property; (vi) documentary recording fees, if any; (vii) documentary transfer tax, if any; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (collectively, “Seller’s Costs and Debited Amounts”).
9.2 Buyer’s Costs . If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) one half of the Escrow Holder’s fee; (ii) Buy er’s share of prorations, (iii) one half of the premium for Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) the premium for title insurance other than or in excess of Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (v) one half of escrow charges; (vi) one half of the appraisal charges incurred by Seller as to the Property; (vii) one half of recording and other costs of closing; and (viii) costs, if any, for such services as Buyer may additionally request that Escrow perform on its behalf (collectively, “Buyer’s Costs and Debited Amounts”).
9.3 Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby . Buyer represents to Seller that Buyer has not engaged the services of any consultants, finders or real estate brokers in connection with the purchase of the Property from the Seller. Seller represents to Buyer that Seller has not engaged the services of any consultants, finders or real estate brokers in connection with the sale of the Property to the Buyer.
10. Prorations; Withholding. All revenues (if any) and expenses relating to the Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than two (2) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the Parties shall make the appropriate adjustments promptly when accurate information becomes available and either Party hereto shall be entitled to an adjustment to correct the same . Any corrected or adjustment proration shall be paid promptly in cash to the Party entitled thereto.
In the event Seller does not qualify for an exemption from California wi thholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Property is transferred to Buyer (as evidenced by the recording of the Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the 7 California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board.
11. Closing Procedure. When the Title Company is unconditionally prepared (subject to the payment of the premium therefor) to issue the Buyer’s Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below.
11.1 Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Property is located and obtain conformed copies thereof for distribution to Buyer and Seller.
11.2 Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and Debited Amounts and general expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (which have been confirmed in writing by Seller to Escrow Holder and which may include any liens as to which such liens and the amount to satisfy such liens) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer).
11.3 Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed and other recorded documents, if any, as duly recorded among the official land records of the County of Los Angeles, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto.
11.4 Documents to Buyer . Escrow Holder sha ll deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of the Deed and other recorded documents, if any, as duly recorded among the official land records of the County of Los Angeles, and a copy of each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto.
11.5 Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer.
11.6 Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party.
11.7 Informational Reports . Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended.
11.8 Possession. Possession of the Property shall be delivered to Buyer at the Closing.
12. Seller’s Environmental Indemnity. From and after the Effective Date, Seller agrees 8 to and shall indemnify, protect, defend, reimburse and hold Buyer and its elected or appointed officials, agents, employees and attorneys, harmless from and against any and all claims, actions, proceedings, lawsuits, orders, costs, liabilities, judgments, damages, fines, encumbrances, liens, penalties, punitive damages, losses and expenses (including without limitation all costs and expenses reasonably incurred to investigate and defend claims, whether or not such claim is ultimately defeated, and costs and expenses reasonably incurred for consultants, court fees, administrative fees, expert witness fees, and attorneys’ fees) of whatever kind or nature, contingent or otherwise, matured or not matured, foreseeable or unforeseeable, any of which are suffered or incurred by said indemnified parties, or assessed, levied or asserted by any person or entity (whether governmental or private) against said indemnified parties and relating to Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs arising from the Release or threatened Release of Hazardous Materials in or onto the soil or groundwater in, on, under or from the Property, or any portion thereof, as a result of the use, generation, discharge, storage, handling or disposal of Hazardous Materials by Seller or any other person or entity prior to the Effective Date . The indemnifi cation obligations set forth in this Section 12 shall run with the land and shall survive the Closing, expiration or earlier termination of this Agreement.
For purposes of this Agreement, the following terms shall have the following meanings:
“Environmental Claims” shall mean any clams by third parties for personal injury (including sickness, disease or death), or for injury to property or natural resources or the environment, including, without limitation, lost profits, consequential damages, diminution of property value or loss of use of property, or for any violation or alleged violation of, or noncompliance with, the requirements of any Environmental Law.
“Environmental Cleanup Liability” shall mean any cost or expense incurred to investigate, monitor, remove, remediate, treat, clean up, abate or otherwise respond to any Release or threatened Release of Hazardous Materials, including, without limitation, the cost of obtaining site closure from applicable governmental agencies and the cost of restoring the affected property upon completion of responsive action.
“Environmental Compliance Costs” shall mean any cost or expense necessary to enable the affected property to comply with all applicable Environmental Laws. “Environmental Law” shall mean any applica ble federal, California, regional or local law, statute, ordinance, rule, regulation or order for the protection of human health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.); the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.); the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the Clean Air Act (42 U.S.C. § 7401 et seq.); the Safe Drinking Water Act (42 U.S.C. § 300f et seq.); the Emergency Planning and Community Right -To-Know Act of 1986 (42 U.S.C. § 11001 et seq.); the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.); the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.); the Carpenter-Presley -Tanner Hazardous Substance Account Act (Health and Safety Code § 25300 et seq.); the Hazardous Waste Control Law (Health and Safety Code § 25100 et seq.); the Hazardous Waste Disposal Land Use law (Health and Safety Code § 25220 et seq.); the Porter- Cologne Water Quality Control Act (Water Code § 13000 et seq.); Hazardous Materials Release Response Plans and Inventory (Health and Safety Code § 25500 et se q.); Underground Storage of 9 Hazardous Substances (Health and Safety § 25280 et seq.) ; The Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65) (Health and Safety Code § 25249.5-25249.13); the Asbestos Notification Law (Health and Safety Code § 25915 et seq.); the California Occupational Safety and Health Act (Labor Code § 6300 et seq.); Chapters 10 and 11, Division 4.5, Title 22, California Code of Regulations; and any law or regulation implementing, amending or succeeding any of the foregoing, and any similar laws or regulations at any time in effect having any of the purposes designated above. “Hazardous Materials” shall mean any pollutant, contaminant, hazardous or toxic substance, material or waste which is or becomes identified, lis ted or regulated as such under any Environmental Law by the United States government, the State of California or any regional or local governmental authority having jurisdiction over Seller or the Property (or portion thereof). “Release” shall mean the release, as defined in Health and Safety Code §§ 25320 and 25321, of a Hazardous Material or Hazardous Materials.
13. Representations and Warranties.
13.1 Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducem ent to Buyer to purchase the Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing:
(a) Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated. (b) All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby.
(c) The individual executing this Agreement and the inst ruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.
(d) Seller believes that neither the execution or delivery of this Agreement or the documents or instru ments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Property, including, but not limited to, any of the Title Documents.
(e) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Property .
There are no claims which have been received by Seller that have not been disclosed to Buyer. 10 (f) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part hereof, or any interest therein, which will survive the Closing. (g) There are no leases or rental agreements in effect as to the Property. (h) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property. (i) There are no mechanics ,’ materialmen or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (j) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing . There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property. (k) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and no person other than Buyer shall have any right of possession to the Property or any part thereof as of the Closing. (l) No person, excepting Seller, has possession or any rights to possession of the Property or portion thereof.
13.2 Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Seller Representation Matter shall promptly give written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Seller Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change . If Buyer does not elect to terminate this Agreement, Seller’s representation shall be qualified by s uch Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter.
13.3 Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing:
(a) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.
11 (b) All requis ite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby.
(c) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.
(d) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound.
13.4 Subsequent Changes to Buyer’s Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer Representation Matter”), then the party who has learned, discovered or become aware of such Buyer Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change . If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualif ied by such Buyer Representation Matter and Buyer shall have no obligation to Seller for such Buyer Representation Matter.
14. Fair Market Value . Each of Buyer and Seller believe that the Purchase Price represents the fair market value of the Property.
15. General Provisions.
15.1 Administration. This Agreement shall be administered and executed on behalf of Buyer/City by the City Manager , or his /her designated representative, following approval of this Agreement by the City Council . City shall maintain authority of this Agreement through the City Manager (or his/her authorized representative). The City Manager shall have the authority to issue interpretations, waive provisions and enter into amendments of this Agreement on behalf of Buyer/City so long as such actions do not substantially add to the costs to Buyer/City as specified herein as agreed to by the City Council.
15.2 Condemnation. If any material portion of the Property shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Property and receive all of the award or payment made in connection with such taking. 12 15.3 Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in this paragraph, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address.
For the purposes hereof, the addresses of the parties (until notice of a change thereof given in writing to the other party) shall be as follows:
If to Seller: ______________________
______________________
______________________
______________________
If to Buyer: City of Lancaster
Attn: City Manager
44933 Fern Avenue
Lancaster, California 93534
Copy to:
Stradling Yocca Carlson & Rauth
Attn: Allison E. Burns
600 Newport Center Drive, Suite 1600
Newport Beach, California 92660
15.4 Brokers. Seller has engaged no private parties as consultants, finders or real estate brokers in connection with the sale of the Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement . Buyer represents to Seller that Buyer has engaged no consultants, finders or real estate brokers in connection with the sale of the Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement.
15.5 Waiver, Consent and Remedies . Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of 13 obtaining such consent for the same or any similar acts in the future . No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement .
All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other.
Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement.
15.6 Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions a s may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing.
15.7 Remedies. Without limitation as to the availa bility of other remedies, this Agreement may be enforced by an action for specific enforcement.
15.8 Time. Time is of the essence of every provision herein contained . In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period.
15.9 Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature.
15.10 Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of thi s Agreement or any provision hereof.
15.11 Third Party Rights. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto.
15.12 Amendment to this Agreement . The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.
15.13 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.
15.14 Applicable Law . This Agreement shall be governed by and construed in accordance with the local law of the State of California.
15.15 Exhibits and Schedules. The exhibits and sche dules attached hereto are incorporated herein by this reference for all purposes. 14 15.16 Entire Agreement . This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final e xpression of, Buyer and Seller with respect to the subject matter hereof . The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
15.17 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.
15.18 Survival. The provisions of Section 12 shall be deemed to constitute provisions that survive Closing.
15.19 Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. Notwithstanding the foregoing, Seller hereby expressly authorizes Buyer to assign its rights under this Agreement to Antelope Valley Transit Authority. [Signatures begin on next page.]
15 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
SELLER:
[SELLER’S NAME],
[an individual or insert other entity type]
By: ____________________________
Name:
Its:
[Name]
[Title, if applicable]
BUYER:
CITY OF LANCASTER,
a California charter city and municipal corporation
By: ____________________________
Jason Caudle
City Manager
16 Acceptance by Escrow Holder:
[Escrow Holder Name] hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the City of Lancaster, a municipal corporation and charter city (“ Buyer”), and [Seller Name] , [an individual or other entity type] (“ Seller”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder.
Dated: [Date]
[ESCROW HOLDER NAME]
By:
Name:
Its:
A-1
EXHIBIT A
LEGAL DESCRIPTION
[INSERT LEGAL DESCRIPTION]
B-2
4886-4714-5989, v. 2
EXHIBIT B
GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
Attn: City Manager
This document is exempt from payment of a recording
fee pursuant to Government Code Section 27383.
Exempt from payment of Documentary Transfer Tax
pursuant to Revenue and Taxation Code Section 11922
GRANT DEED
FOR VALUE RECEIVED, [SELLER’S NAME], [an individual or insert other entity type], hereby grants to the CITY OF LANCASTER, a California charter city and municipal corporation, subject to all rights, reservations, restrictions, and encumbrances of record as of the date hereof, all that certain real property located in the City of Lancaster, County of Los Angeles, State of California, more particularly described in Attachment No. 1 attached hereto and incorporated herein.
IN WITNESS WHEREOF , grantors have executed this Grant Deed as of [Insert Closing Date].
GRANTOR:
[SELLER’S NAME],
[an individual or insert other entity type]
By: ____________________________
Name:
Its:
[Name]
[Title, if applicable]
B-3
4886-4714-5989, v. 2
ATTACHMENT NO. 1
LEGAL DESCRIPTION
[INSERT LEGAL DESCRIPTION]
B-4
4886-4714-5989, v. 2
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by written deed or grant deed dated [Insert Closing Date], from [SELLER’S NAME] , [an individual or insert other entity type], to the CITY OF LANCASTER, a California charter city and municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of Lancaster pursuant to authority conferred by Resolution No. _____ of the City of Lancaster adopted on _________________, 20__ and the grantee consents to recordation thereof by its duly authorized officer.
Dated this ___ day of ______________________, 2022.
CITY OF LANCASTER,
a California charter city and municipal corporation
By: ____________________________
Jason Caudle
City Manager
STAFF REPORT
City of Lancaster
CC 13
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Chenin Dow, Assistant Director - Real Estate & Economic Development Sydney Yeseta, Assistant Manager - Economic Development Subject: Resolutions to Reconfirm the Appropriation of Funds from the Coronavirus Aid, Relief and Economic Security (CARES) Act
Recommendations:
1. Adopt Resolution No. , reconfirming the City Council’s determinations related to Restaurant Rescue Package and the Shop More in Lancaster Holiday Program as valid municipal affairs.
2. Adopt Resolution No. , reconfirming the City Council’s determinations related to the Shop Local, Shop Lancaster Program, as a valid municipal affair.
3. Find that this item is not a project pursuant to the California Environmental Quality Act.
Fiscal Impact:
None.
Background:
In March 2020, Los Angeles County, and subsequently the City of Lancaster, declared a state of emergency related to COVID-19. In an effort to slow the spread and protect the community, the Los Angeles County Health Officer issued a Safer at Home order. As a result, many businesses were limited or shuttered, which caused serious financial impacts to the City’s small business owners and residents.
The City Council approved various programs throughout the course of the pandemic to help provide aid to the community. In December 2020, the City Council approved the “Restaurant Rescue Package,” which provided a one-time small grant to participating businesses and 1 1
8 1
membership to the California Restaurant Association, in addition to the “Takeout & Chill” program which offered $20.00 gift cards redeemable at qualifying businesses.
In December 2021, the City Council approved a similar program called “Shop More in Lancaster Holiday Program,” which expanded outside of restaurants, breweries and wineries to include other qualifying locally-owned businesses. $20.00 “Shop Local” cards were distributed and redeemed at valid participating businesses.
In November 2022, the City Council approved a third program called “Shop Local, Shop Lancaster,” in which the City partnered with Bludot Technologies, Inc., to provide a smartphone application to accommodate a shop local program. Through the platform, consumers receive rewards from purchases made at participating small businesses. Those rewards can then be used at other participating businesses in the community. To help jump-start the new platform, $20.00 “Shop Local” cards that are redeemable only in the app have been distributed at various community events.
In late 2022, City Council directed staff to have outside legal counsel review the expenditure of CARES funds on the above programs. Outside counsel recommended the adoption of resolutions to solidify and reconfirm the City Council’s appropriation of funds for these programs as valid municipal affairs.
SY/jr
Attachments:
Resolution No.
Resolution No.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LANCASTER (“CITY”) RECONFIRMING THE COUNCIL’S
DETERMINATIONS RELATED TO THE SHOP LOCAL, SHOP
LANCASTER PROGRAM AS A VALID MUNICIPAL AFFAIR
WHEREAS, on April 27, 2010, the voters of the City of Lancaster ratified the Charter of the City of Lancaster; and
WHEREAS, as a Charter City, the City of Lancaster is authorized to exercise plenary authority over municipal affairs, free from any constraint imposed by the general law and subject only to constitutional limitations; and
WHEREAS, on March 4, 2020, the Los Angeles County Health Officer determined that there was an imminent and proximate threat to the public health from the introduction of COVID- 19 in Los Angeles County, and declared a Local Health Emergency; and WHEREAS, on March 21, 2020, due to the continued spread of COVID-19 and the need to protect the community, the County Health Officer issued a revised Safer at Home Order for Control of COVID-19 prohibiting all events and gatherings and closing non-essential businesses and areas; and
WHEREAS, business closures and limitations by the Los Angeles County Department of Public Health and the State of California began in March 2020, in response to COVID-19, including the elimination of indoor and outdoor dining, which placed an at-risk industry in an even more precarious position, with many in danger of closing their doors; and WHEREAS, the primary purpose of the declaration of a Local Health Emergency, and associated business closures and limitations was to minimize the uncontrolled spread of COVID- 19; and
WHEREAS, the declaration of a Local Health Emergency, and the associated business closures and limitations also caused serious financial impacts to City of Lancaster residents and small businesses, including the substantial loss of income, business closures, loss of employment, or reduced hours; and
WHEREAS, on November 8, 2022, the City Council authorized the appropriation of $500,000.00 for the Shop Local, Shop Lancaster Program with the purpose of job retention, economic revitalization, and ensure the continued success of small businesses in light of the continuing COVID-19 Pandemic; and
WHEREAS, the considerable hardship felt by local businesses in the City of Lancaster, caused by business closures due to the COVID-19 emergency declarations, continues to this day, and the recovery to the economy of the City of Lancaster has been extended and interrupted by further interruptions due to COVID-19; and
Resolution No.
Page No. 2
WHEREAS, COVID-19 is causing, and is expected to continue to cause, serious financial impacts to City of Lancaster residents and small businesses, including the substantial loss of income, business closures, loss of employment, or reduced hours; and WHEREAS, the appropriation of funds for the Shop Local, Shop Lancaster Program serves the valid public purpose of helping the local economy and providing economic and community benefits to the residents of the City of Lancaster and keeping the funds local in the City of Lancaster.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LANCASTER DOES HEREBY RESOLVE, AS FOLLOWS:
Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
Section 2. Proclamation of Appropriations as Valid Municipal Affairs. The City Council hereby proclaims that appropriation of funds for the Shop Local, Shop Lancaster Program represents a valid municipal affair, and therefore subject to the City of Lancaster’s plenary authority free from any constraint imposed by the general law.
Section 3. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption.
Resolution No.
Page No. 3
PASSED, APPROVED, and ADOPTED this _____ of ________, 2023, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
ANDREA ALEXANDER
City Clerk
City of Lancaster
R. REX PARRIS
Mayor
City of Lancaster
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF LANCASTER
)
) ss
)
CERTIFICATION OF RESOLUTION
CITY COUNCIL
I, , City of Lancaster, California, do
hereby certify that this is a true and correct copy of the original Resolution No. , for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _____day of ______, __________.
(seal)
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LANCASTER, RECONFIRMING THE CITY COUNCIL’S
DETERMINATIONS RELATED TO RESTAURANT RESCUE
PACKAGE AND THE SHOP MORE IN LANCASTER
HOLIDAY PROGRAM AS VALID MUNICIPAL AFFAIRS
WHEREAS, on April 27, 2010, the voters of the City of Lancaster ratified the Charter of the City of Lancaster; and
WHEREAS, as a Charter City, the City of Lancaster is authorized to exercise plenary authority over municipal affairs, free from any constraint imposed by the general law, and subject only to constitutional limitations; and
WHEREAS, on March 4, 2020, the Los Angeles County Health Officer determined that there was an imminent and proximate threat to the public health from the introduction of COVID- 19 in Los Angeles County, and currently declared a Local Health Emergency; and WHEREAS, on March 21, 2020, due to the continued spread of COVID-10 and the need to protect the community, the County Health Officer issued a revised Safer at Home Order for Control of COVID-19 prohibiting all events and gatherings, and closing non-essential businesses and areas; and
WHEREAS, business closures and limitations by the Los Angeles County Department of Public Health and the State of California began in March 2020, in response to COVID-19, including the elimination of indoor and outdoor dining, which placed an at-risk industry in an even more precarious position, with many in danger of closing their doors; and WHEREAS, the primary purpose of the declaration of a Local Health Emergency, and associated business closures and limitations was to minimize the uncontrolled spread of COVID- 19; and
WHEREAS, the declaration of a Local Health Emergency, and the associated business closures and limitations also caused serious financial impacts to City of Lancaster residents and small businesses, including the substantial loss of income, business closures, loss of employment, or reduced hours; and
WHEREAS, on December 8, 2020, the City Council authorized the Restaurant Rescue Package to aid local restaurants, wineries, and breweries amidst the ongoing closures and limitations implemented by the Los Angeles County Department of Public Health and the State of California in response to COVID-19, and to provide additional protections for City of Lancaster residents and small businesses; and
Resolution No.
WHEREAS, the Restaurant Rescue Package included the Takeout N’ Chill gift card program, which authorized the distribution of $20.00 gift cards to the public at distribution points throughout the City to be valid at qualified participating restaurants; and WHEREAS, on December 14, 2021, the City Council authorized the appropriation of $500,000.00 for the Shop More in Lancaster Holiday Program, for the distribution of $20.00 gift cards to community members at various events within the City, for qualified, independent, locally- owned businesses, located in the Lancaster City limits; and WHEREAS, the initial small business and restaurant closures due to the Los Angeles County Department of Public Health and State of California emergency declarations in response to COVID-19, created considerable hardship to local businesses in the City of Lancaster; and WHEREAS, COVID-19 is causing, and is expected to continue to cause, serious financial impacts to City of Lancaster residents and small businesses, including the substantial loss of income, business closures, loss of employment, or reduced hours; and WHEREAS, the purpose of the Restaurant Rescue Package and Shop More in Lancaster Holiday Program, was to keep restaurants and local small businesses that are negatively affected by COVID-19 open and operating, and that such expenditure would benefit the City as a whole as such businesses are the engine of the local economy of the City; and WHEREAS, the appropriation of funds for the Restaurant Rescue Package and Shop More in Lancaster Holiday Program serves the valid public purpose of helping the local economy and providing economic and community benefits to the residents of the City of Lancaster, and keeping the funds local in the City of Lancaster, by encouraging patronization of locally-owned.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LANCASTER DOES HEREBY RESOLVE, AS FOLLOWS:
Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
Section 2. Proclamation of Appropriations as Valid Municipal Affairs. The City Council hereby proclaims that appropriation of funds for the Restaurant Rescue Package and the Shop More in Lancaster Holiday Program represent valid municipal affairs, and, therefore, are subject to the City of Lancaster’s plenary authority free from any constraint imposed by the general law.
Section 3. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption.
Resolution No.
PASSED, APPROVED, and ADOPTED this _____ of ________, 2023, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
ANDREA ALEXANDER
City Clerk
City of Lancaster
R. REX PARRIS
Mayor
City of Lancaster
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF LANCASTER
)
) ss
)
CERTIFICATION OF RESOLUTION
CITY COUNCIL
I, , City of Lancaster, California,
do hereby certify that this is a true and correct copy of the original Resolution No. , for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _____day of ______, __________.
(seal)
STAFF REPORT
City of Lancaster
CC 14
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Subject: Application for State of California CalHome Program Funds Recommendations:
1. Adopt Resolution No. , authorizing the submittal of an application to the California State Department of Housing and Community Development for funding under the CalHome Program; the execution of a standard agreement if selected for such funding and any amendments thereto; and any related documents necessary to participate in the CalHome Program.
2. Authorize the City Manager, or his designee, to enter into a contract with Habitat for Humanity, if funded, to administer and implement the CalHome programs, in a form approved by the City Attorney.
3. If funded, accept the CalHome grant award funds, and appropriate said funds into a CalHome Fund account number, to be created by Finance, for expenditure in accordance with the CalHome program.
4. Find that this item is not a project pursuant to the California Environmental Quality Act.
Fiscal Impact:
None at this time. Should Lancaster be awarded funds from this competitive grant program, the City will receive up to $5,000,000.00 to fund the proposed owner-occupied housing rehabilitation program.
Background:
The request to apply to HCD for funding under the CalHome Program in the amount of $5,000,000.00, is for the implementation of a new owner-occupied rehabilitation program. The application is in response to the 2023 CalHome Program Notice of Funding Availability (NOFA) issued on January 6, 2023, with an application deadline of February 28, 2023. 1 1
8 2
The CalHome Program is one of HCD’s neighborhood stabilization tools providing competitive grant awards to local jurisdictions to help rehabilitate statewide aging homes of qualified low- income households (with gross annual income not to exceed $95,300.00 per standard four-person household). These grants would remedy residential health and safety concerns, provide for neighborhood stabilization, and reduce the decline of property values of neighboring homes.
The owner-occupied rehabilitation program would offer income eligible persons financing in the form of a deferred payment loan for the repair or replacement of an owner-occupied manufactured home located in a mobile home park within the City of Lancaster.
In order to apply for an activity listed in the NOFA, the applicant must meet the experience requirement for that activity. In general, the experience requirement is a minimum of two years of program administration for the type of activity within the four years immediately preceding the application. The Agency has not administered an owner-occupied rehabilitation program within that timeframe. As a result, in order to submit an application that meets the experience required in the NOFA, the owner-occupied rehabilitation program will be administered by Habitat for Humanity, if funded.
The CalHome application will request $5,000,000.00 in funding. If the application is successful, CalHome may elect to award less than the amount requested or more than the amount requested, up to $5,000,000.00. If the grant is awarded, all activity delivery costs will be fully funded by the grant.
CA/jr
Attachment:
Resolution No.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LANCASTER, AUTHORIZING THE SUBMITTAL OF AN
APPLICATION TO THE CALIFORNIA STATE DEPARTMENT
OF HOUSING AND COMMUNITY DEVELOPMENT FOR
FUNDING UNDER THE CALHOME PROGRAM; THE
EXECUTION OF A STANDARD AGREEMENT IF SELECTED
FOR SUCH FUNDING AND ANY AMENDMENTS THERETO;
AND ANY RELATED DOCUMENTS NECESSARY TO
PARTICIPATE IN THE CALHOME PROGRAM
WHEREAS, the City of Lancaster wishes to apply for and receive an allocation of funds through the CalHome Program; and
WHEREAS, the California Department of Housing and Community Development (hereinafter referred to as “HCD”) has issued a Notice of Funding Availability (NOFA) on January 6, 2023, for the CalHome Program established by Chapter 84, Statutes of 2000 (SB1656 Alarcon), and codified in Chapter 6 (commencing with Section 50650) of Part 2 of Division 31 of the Health and Safety Code (the “statute”). Pursuant to the statute, HCD is authorized to approve funding allocations utilizing monies made available by the State Legislature to the CalHome Program, subject to the terms and conditions of the statute and the CalHome Program Regulations adopted by HCD in April 2004; and
WHEREAS, The City of Lancaster wishes to submit an application to obtain from HCD an allocation of CalHome funds in the amount of $5,000,000.00.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LANCASTER THAT:
Section 1. The City of Lancaster shall submit to HCD an application to participate in the CalHome Program in response to the NOFA issued on January 6, 2023, which will request a funding allocation in the amount of $5,000,000.00 for the Owner-Occupied Rehabilitation Program. This includes financial assistance to income eligible mobile homeowners living in mobile home parks located in the City of Lancaster, for the repair or replacement of a manufactured home.
Section 2. If the application for funding is approved, the City of Lancaster hereby agrees to use the CalHome funds for eligible activities in a manner presented in the application as approved by HCD and in accordance with program regulations cited above. The application in full is incorporated as part of the Standard Agreement. The City of Lancaster acknowledges and agrees that it may be required to execute any and all other instruments necessary or required by HCD for participation in the CalHome Program.
Section 3. City of Lancaster City Manager, or his designee is authorized to execute the application, the Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents required by HCD for participation in the CalHome Program, and any amendments thereto.
Resolution No.
Page No. 2
Section 4. If the application for funding is approved, the Budget is hereby amended to incorporate the CalHome funding of up to $5,000,000.00 for the Owner-Occupied Rehabilitation Program.
PASSED, APPROVED and ADOPTED this 14th day of February, 2023, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
____________________________ ______________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }ss
CITY OF LANCASTER }
CERTIFICATION OF RESOLUTION
CITY OF LANCASTER
I, __________________________, ___________________________ City of Lancaster, CA, do hereby certify that this is a true and correct copy of the original Resolution No. , for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _________ day of ________________, ________.
(seal)
___________________________________
STAFF REPORT
City of Lancaster
CC 15
2/14/2023
JC
Date: February 14, 2023
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Alexus Merino, Assistant to the City Manager
Cindy Valdivia, Analyst
Subject: Professional Services Agreement – Hydrogen Strategic Plan Advisors, Green Grid Inc.
Recommendation:
It is recommended that the City Council:
1. Approve a Professional Services Agreement with Green Grid Inc. (“GGI”) in an amount $450,000. Authorize the City Manager, or his designee, to sign all documents.
2. Find that this item is not a project pursuant to the California Environmental Quality Act.
Fiscal Impact:
Sufficient funds of $450,000 are available in account number 101-4430-301.
Background:
In 2020, the City of Lancaster announced its intention to become the first renewable Hydrogen City. Lancaster is working with several organizations to increase the production and use of renewable hydrogen and other sources of clean energy. The City Manager’s Office is requesting to enter into a Professional Services Agreement and determine GGI as a Sole Source vendor for an overall Hydrogen Strategic Plan with technical and economic analysis to support the plan. GGI will utilize their proprietary and patented models and tools to conduct a thorough analysis of Lancaster’s current projects and projected energy demand. This model includes equipment specific parameters and financial information.
Founded in 2011, GGI is a climate technology and professional services business headquartered in San Ramon, CA. They uncover new strategies and solutions for transportation electrification, upstream, midstream and downstream fuel and electric grid decarbonization, improving food and protecting nature toward comprehensive climate protection, adaptation and resiliency for the public and businesses.
1 1
8 4
GGI principals have over 50 combined years of experience in researching, developing and commercializing a wide range of hydrogen equipment including reformers, burners, electrolyzers, fuel cells, hydrogen fuel stations, compressors, dispensers, storage, chillers, heat exchangers, valves, hydrogen vehicles, and more. Additionally, they have been leaders in decarbonization (fuel switching) and development of strategic and tactical plans and standard operating procedures for hydrogen projects, O&M and workforce development. Overcoming the key challenges in the H2 supply chain in producing, storing and moving H2 molecules safely, effectively and efficiently has inspired GGI to develop industry leading Intellectual Properties (IPs) and know-how in the sector.
GGI is a leader in decarbonization technologies and professional services with the real-world hydrogen experience as the foundation to help our customers overcome challenges and meet their decarbonization goals and we look forward to helping you achieve your goals. GGI is deeply involved with the global hydrogen decarbonization deployment including such notable achievements including: residential hydrogen fuel cell systems, miniature natural gas fuel cell appliance, turbocharged automotive hydrogen fuel cell, first retail hydrogen fuel station for light duty vehicles approved by the auto industry, electrolysis production and liquid hydrogen storage, new zero-carbon communities and DoD and DOE hydrogen energy vehicles in air, land and sea and much more.
Attachment:
Professional Services Agreement
1 AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made and entered into this 24th day of May 2022, by and between the CITY OF LANCASTER, a municipal corporation and charter city, (“City”), and GREEN GRID INC., a Hydrogen Business Advisory Firm (“Consultant”) (collectively, sometimes referred to hereinafter as the “Parties”).
RECITALS
WHEREAS, the City desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:
Hydrogen Strategic Plan Support (THE “SERVICES”)
WHEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement; NOW, THEREFORE, the parties agree as follows:
1. Parties to the Agreement.
The parties to this Agreement are:
A. C
ITY: City of Lancaster
B. CONSULTANT: Green Grid Inc. (GGI)
2. Notices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.
C
ITY City of Lancaster
Attn: Jason Caudle, City Manager
44933 North Fern Avenue
Lancaster, California 93534
C
ONSULTANT Green Grid Inc.
Attn: Jeff Pickles, Executive Vice President
111 Deerwood Rd., Suite 200
San Ramon, CA 94583
3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party he reto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without 2 prior written consent of the other party, and any such assignments without said consent shall be voi
d.
4. Description of Work . The City hereb y engages Consultant, and Consultant accepts such engagement, to perform the technical and professional services set forth in the “Scope of Services and Rates Schedule,” attached hereto as Exhibit “A” and incorporated herein by reference.
Consultant shall perform and complete, in a manner satisfactory to the City, all work and services set forth in Exhibit “A.” The City Manager or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the City Manager, or his designee.
5. Obligations of the City.
A. T
he City shall pay Consultant an amount not to exceed $ 450,000 for all work necessary to complete the Services, as described in the Scope of Services and Rates Schedule. Payments shall be due within thirty (30) days following submittal of an invoice detailing the services performed, at the monthly rates set forth in Exhibit A.
B. N
o payment made hereunder by the City to Consultant, other than the final payment, shall be construed as an acceptance by the City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.
6. Obligations of the Consultant.
A. C
onsultant shall perform as required by this Agreement and in accordance with the Scope of Services and Rates Schedule set forth in Exhibit A.
B. C
onsultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
C. C
onsultant shall not subcontract any of the work required to perform the Services without the express prior written approval of the City.
7. Hold Harmless and Indemnification . Consultant agrees to indemnify and hold harmless the City, its elected officials, officers and employees, from and against any and all third party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend the City, its officers and employees, using counsel of the City’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.
8. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by the City and Consultant.
9. Non-Discrimination and Equal Employment Opportunity. 3 A. I n the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.
B. T
he provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. The City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section.
10. Term; Effective Date. This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the Consultant. This Agreement shall continue in full force and effect until December 31, 2023, unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that the City and the Consultant may mutually agree in writing to extend the Term of this Agreement.
11. Termination.
A. F
or Convenience. The City may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.
B. F
or Cause. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, Consultant shall correct such failure within ten (10) days (or such longer period that the City may authorize in writing) after receipt of notice from the City specifying such failure. Should the failure not be corrected within this time period, the City may immediately terminate the Agreement by written notice to Consultant.
C. I
n the event of termination, whether for convenience or cause, reports, plans, studies and other documents (collectively, “documents”) related to the Services shall become the City’s property.
Consultant shall provide all documents to the City that have not yet been within ten (10) calendar days after termination of the Agreement.
12. Independent Contractor. Consultant is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of the City. It is expressly understood between the Parties to this Agreement that no employee/employer relationship is intended.
13. Insurance.
4 A. T he Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
C
ommercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations) C
ommercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01) W
orkers Compensation
As Required by the State of California Statutory Limits E
mployers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
P
rofessional Liability
Each Occurrence $1,000,000
General Aggregate $1,000,000
B. T
he Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. P
rofessional liability and/or cyber insurance written on a “claims made” basis must be renewed for a period of three (3 ) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all claims made by the City insured entities arisin g out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.
D. A
ny deductibles or self -insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 5 E. Al l insurance shall be primary and non -contributory as respects the City insured entities. Any insurance or self -insurance maintained by the City insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
F. C
onsultant shall name the City, its elected officials, officers, employees and volunteers as additional insured, and shall furnish the City with Certificates of Insurance and with original endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1
) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster. (2
) List in the “Descriptions of Operations/Locations/Vehicles” section:
“COMMUNICATIONS SUPPORT” The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3
) List in the “Certificate Holder” section:
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534.
14. Ownership of Documents. All plans, specifications, reports, studies, maps and other documents prepared or obtained by Consultant in the course of performing the work and are required by this Agreement to be delivered to the City shall be the property of the City. Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City without restriction or limitation on their use.
15. Data Provided to Consultant . City shall provide to Consultant, without charge, all data, including reports, records, maps and other information, now in the City’s possession which may facilitate the timely performance of the work described in Exhibit A.
16. Consultant’s Warranties and Representations.
Consultant warrants and represents to City as follows:
A. C
onsultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.
B. C
onsultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. C
onsultant has no knowledge that any officer or employee of the City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the Consultant, and that if any such interest comes to the knowledge of Consultant at 6 any time, a complete written disclosure of such interest will be made to City, even if such interest w
ould not be deemed a prohibited “conflict of interest” under applicable laws.
D. U
pon the execution of this Agreement, Consultant has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this Agreement, nor shall any such interest be acquired during the term of this Agreement.
17. Resolution of Disputes.
A. D
isputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. I
f the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator . Mediation shall be conducted in Lancaster, California .
Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
I f the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
C. I
f any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded.
18. Exhibits.
T
he following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety:
Exhibit “A” Scope of Services and Rates Schedule
19. Governing Law.
This Agreement shall be governed by the laws of the State of California.
20. Effective Date. This Agreement shall become effective as of the date set forth below on which the last of the parties, whether City or Consultant, executes said Agreement. [
Signatures begin on next page.]
7 I
N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
C
ITY OF LANCASTER
LANCASTER, CALIFORNIA
B y:
Jason Caudle, City Manager
D ated:
F
TI CONSULTING, INC.
LANCASTER, CALIFORNIA
B y:
Jeff Pi ckles, Executive Vice President
D ated:
A
TTEST:
City Clerk
AP
PROVED AS TO FORM:
City Attorney
EXHIBIT A: SCOPE OF SERVICES AND RATE SCHEDULE
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 1
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com ________________________________________________________________________________ Date: 12/30/2022
To: Alexus Merino
Manager – Assistant to the City Manager
City of Lancaster
[email protected]
Phone: 661-723-6081
Mobile: 661-917-7187
From: Jeff Pickles
Green Grid Inc.
111 Deerwood Rd, Suite 200
San Ramon CA 94583
Executive Vice President
[email protected]
Mobile: 650-448-8856
Subject: Strategic Plan - Hydrogen Deployment in Lancaster Revisions
Revision Description Date
Initial Initial 12-30-2022
Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 2
Introduction
Green Grid Inc. (GGI) founded in 2011, provides professional services to utilities and energy companies and government agencies for climate adaptation, resiliency and decarbonization. GGI has decades of experience in renewable energy and hydrogen energy project origination, techno-economic modeling, finance modeling, engineering, construction, training and operations and maintenance. GGI provides services to hydrogen producers, fueling station developers, hydrogen microgrid projects and hydrogen end users. GGI has patented and patent pending technologies in hydrogen connected infrastructure and supply chain, solar energy operations and maintenance and Artificial Intelligence (AI) powered Internet of Things (IoT) smart sensors. GGI’s vision for a sustainable hydrogen energy future is shown in figure 1 which is highly aligned with the City of Lancaster’s master vision for a 100% zero emissions City.
Figure 1: GGI renewable hydrogen energy ecosystem
GGI understands the project scope after our initial phone call 12-15-22. The objective of this project is to develop a strategic plan for the deployment of hydrogen infrastructure within the City of Lancaster, including load calculations, technology recommendations, and coordination with the hydrogen team within a 6-month duration. After completion of this 6-month effort the results and next steps will be evaluated and additional scope of work may be considered for future projects which will be proposed separately if requested by the City of Lancaster. GGI being a leader in the hydrogen industry and involved with hydrogen project development, EPC and operations projects may provide the City of Lancaster additional services including but not limited to hydrogen production, storage, transportation, electric power generation and vehicle fueling solutions which may benefit from GGI’s patented and patent pending Information and Operations Technologies (IT/OT).
Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 3
Scope
GGI understands that the project plan, analysis, financial and technical documentation is in the early stages and the scope of this project is to produce an overall strategic plan with technical and economic analysis to support the plan. GGI will start with any City of Lancaster goals and objectives, existing documents, drawings, estimates or other project documents and provide additional depth and detail to the project technical and financial analysis using a combination of off the shelf and proprietary models and tools. The scope of work requested is defined by 5 tasks which will be executed in this 6- month effort. The description of the tasks and deliverables are defined below.
The 5 Key Tasks:
1. Project Management to ensure the project is executed and controlled to meet the requirements to the best degree possible in this highly dynamic and fast evolving industry.
2. Conduct a thorough analysis of Lancaster's current projects and projected energy demand, including load calculation for hydrogen use.
3. Review and assess available hydrogen production and distribution technologies, taking into consideration factors such as cost, efficiency, scalability, and sustainability.
4. Identify potential challenges and opportunities for hydrogen deployment within Lancaster and develop strategies to address them.
5. Work with the hydrogen team to coordinate the implementation of the strategic plan, including identifying key stakeholders and coordinating with relevant city departments and agencies.
A description of the work to be performed in each task is described below.
Task 1 Project Management and Quality Control
GGI is an ISO9001 certified company that follows PMI principles and manages projects in 5 phases which are Initiating, Planning, Executing, Monitoring and Controlling and Closing. In this short duration project GGI will apply these principles to efficiently and effectively perform this scope of work and be prepared to add follow on scope to see the City of Lancaster’s vision come true to be a 100% zero emissions green city. Under this task GGI will perform the following project management actions. a. Hold a kick off meeting (date TBD) to review the scope of work, update the project plan if needed and assign key resources to the project.
b. Attend and participate, as requested by City of Lancaster, in remote team meetings using Microsoft Teams, Google Meets and/or Zoom.
c. Mr. Jeff Pickles is the designated Contract Manager. A GGI project manager will be assigned with City of Lancaster Project Manager’s (PM’s) approval. d. Provide bi-weekly progress reports detailing the status of the project. Reports shall be provided for the duration of the project and communicate the status of deliverables and any risks or challenges.
e. Convene bi-weekly project meetings to provide City of Lancaster staff deliverable completion status(es), roles and responsibilities, and prioritization for keeping the project on track. f. Coordinate meetings, at the discretion of the City of Lancaster with stakeholders. g. Host a project close-out meeting at project’s conclusion that provides an executive summary of all that is contained in the final project-close out report.
Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 4
Task 2 System Analysis
GGI will utilize our proprietary and off the shelf models and tools to conduct a thorough analysis of Lancaster's current projects and projected energy demand, including load calculation for hydrogen use and the renewable resource available, land requirements, equipment sizing, seasonal and daily variation of renewable energy based on the publicly available weather data for the sites. This model includes equipment specific parameters and financial information. The City of Lancaster to provide energy load data, site locations and current infrastructure specifications for input into the model. GGI will obtain or develop additional data inputs to this model as needed. The output of this model is a PDF report which details the energy and hydrogen inputs, storage and outputs and financial performance which is referred to as the project Proforma. GGI does not deliver the actual proprietary model which is built in MS Excel. GGIs proprietary model tool is the GGI Technical Economic Analysis Model (TEAM) and example output of the model and Proforma is shown in Figure 2.
Figure 2: GGI Technical Economic Analysis Model (TEAM) Example Proforma
Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 5
Task 3 Review Available Hydrogen Production and Distribution Technologies GGI will review and assess available hydrogen production and distribution, fuel cell and other relevant technologies, taking into consideration factors such as cost, efficiency, scalability, and sustainability. A goal of the project will be to obtain technical cost proposals for major equipment options to have real world information to inform the project plan. The output of system analysis task 2 will be used to size equipment and request relevant equipment proposals from a subset of the industry equipment suppliers. The results and number of equipment proposals obtained is dependent on the equipment suppliers and GGI will make every effort to obtain this important information. If some key equipment proposals are not able to be obtained GGI will use publicly available published information to provide analysis of available technologies. GGI will provide a report that details the findings and makes recommendations for the project plan.
Task 4 Risk Assessment and Mitigation Recommendations
Under task 4 we will identify potential challenges and opportunities for hydrogen deployment within Lancaster and make recommendations to mitigate the risks. One of the key risk drivers that will be reviewed are the regulatory, codes and standards and industry good practices. We will provide a high-level summary of how several of the key codes and standards and good practices may apply to this project and act as opportunities or challenges. Recommendations will be made on how to mitigate related risks. A list of the key codes, standards and good practices are listed below for reference. This project will not produce these codes and standards or good practice analytics for specific designs for this project under this scope but will identify how these codes, standards and best practices can apply to the plan to mitigate the risks and where they can be included in the project plan.
Key Codes, Standards and Industry Good Practices
1. Hydrogen permitting guidebook 2020 edition CAFCP
2. NFPA 2
3. National Electric Code
4. CGA 5-5 Hydrogen Vent Systems guidelines
5. SAE J2601
6. Permit Examples
7. Hydrogen Safety Guidelines
8. HAZOP
9. Emergency Response and Safety Plan
10. Staff training and O&M
Task 5 Initial Implementation and Coordination
GGI will work with the City of Lancaster hydrogen team to coordinate the initial implementation of the strategic plan, including identifying key stakeholders and coordinating with city departments and agencies. During this 6 months scope of work, we will drive to produce drafts of the key project development documents that will shape the overall plan and help obtain stakeholder buy-in.
The high-level list of the project documents that will be targeted for completion during 6 months are shown below which will be integrated into the strategic plan. In the first month of this 6- month scope of work GGI will work closely with project stakeholders to review the work done to date and suggest a prioritized subset of the list below to complete in this 6-month scope to successfully move Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 6
the project forward into the (next) implementation phase. Depending on the work done to date and various project dynamics, changes and external factors the deliverables of the 6-month duration may not include all of the documents listed below. After completion of item 1 below a more detailed understanding of the project may change the City of Lancaster prioritization of completion of the documents below. It is possible that in this 6-month duration the entire scope could be to focus on developing the project technical and financial model sizing equipment and creating initial site plan drawings and communicating those results into a strategic plan. Any ad-hoc services will be discussed and performed on time and materials basis.
Typical Project Documents to be completed in the early Project Development
1. Project technical performance model with estimated energy and hydrogen inputs and outputs
2. Baseline project proforma showing the estimated financial performance
3. Project plan with estimated equipment lead time, permitting, construction, commissioning and O&M tasks to estimate when the systems can be brought online. (MS Project Gantt Chart)
4. Site drawing with NFPA 2 setbacks calculated based on design
5. Process Flow Diagram (PFD)
6. Electrical schematic (One Line)
7. Bill of Materials (BOM) of major equipment
8. Key equipment quotes
9. Formation of HAZOP panel and first level of HAZOP to inform engineering in future work
10. Calculated project environmental and social benefits
11. O&M plan with staff training program
12. Data analysis and reporting plan
Project Close Out
After this project phase is completed 6 months after start date or when the not to exceed value is reached based on time spent this phase will be completed with a brief summary report of the work done, the results and recommendations for the next steps which can include adding staff to the project for next steps including engineering, permitting, construction, commissioning and operations. At the completion of the project, we will hold a project close out meeting to review the final report and identify any next steps for future work.
Project Deliverables
1. A detailed report outlining the proposed strategic plan for hydrogen deployment in Lancaster, including load calculation, technology recommendations, and a roadmap for implementation in MS Word format.
2. An in-person or virtual presentation to city staff outlining the strategic plan and its potential benefits for the city.
Cost Estimate
Total of $450,000.04
Invoicing
$10,000.00 project kickoff payment, and 6 equal payments of $73,333.34 Payment terms are net 30 days
Document ID: GGI_CityofLancaster_HydrogenPlanDevelopment_Proposal
111 Deerwood Road, Suite 200, San Ramon, CA 94583
Tel: 925-855-3224, E-mail: [email protected], Web: www.greengridinc.com Page | 7
Travel Costs
All travel costs will be pre-approved and billed at cost according to CA State mileage rates and per diem.
Lodging rates are not subject to State rates.
Schedule Estimate
6 months duration can be started 15 business days after receipt of signed contract and kickoff payment.
Exclusion
Scope of work not included in this scope include:
● Project permitting pre-applications or applications
● Professional Engineering services and drawing signatures ● Completely engineered designs
● GGI proprietary models are not delivered as working codes. The results of the models are provided in MS Word and PDF reports.
● Construction designs
● Software, source codes
Intellectual Property
No license for any GGI intellectual property is included, all rights reserved.
No intellectual property will be developed in this scope of work.
Accepted and Approved
The authorized representative from the City of Lancaster approves this project scope and cost.
Date________________________
Signature________________________________
Name:
Title:
Phone:
To: Purchasing Division
From: Alexus Merino, Assistant to the City Manager
CC: George Harris, Finance and IT Director
Date: January 30, 2023
Subject: Sole Source Justification – Green Grid Inc.
Memo: As part of the City’s objective, Green Grid Inc. (GGI), upon Council approval, will provide the City with a detailed hydrogen strategic plan for hydrogen deployment in Lancaster.
GGI founded in 2011, provides professional services to utilities, energy companies and government agencies for climate adaptation, resiliency and decarbonization. GGI has decades of experience in renewable energy and hydrogen energy project origination, techno-economic modeling, finance modeling, engineering, construction, training and operations and maintenance.
GGI has patented and patent pending technologies in hydrogen connected infrastructure and supply chain, solar energy operations and maintenance and Artificial Intelligence (AI) powered Internet of Things (IoT) smart sensors. GGI’s vision for a sustainable hydrogen energy future is highly aligned with the City of Lancaster’s master vision for a 100% zero emissions City.
GGI being a leader in the hydrogen industry and involved with hydrogen project development, EPC and operations projects may provide the City additional services including but not limited to: hydrogen production, storage, transportation, electric power generation and vehicle fueling solutions which may benefit from GGI’s patented and patent pending Information and Operations Technologies (IT/OT).
GGI is the only consultant that will utilize their proprietary and patented models and tools to conduct a thorough analysis of Lancaster’s current projects and projected energy demand. This model will also include equipment specific parameters and financial information. With their extensive knowledge, and current resources, getting another consultant would contradict any cost savings, therefore the City has no cost benefit to obtain additional quotes from other consultants for this project. Your approval is requested to find GGI as a sole source vendor.
Please contact Cindy Valdivia at ext. 6181 if you have any questions.
APPROVAL:
Purchasing Agent – Purchasing Division, Finance Date
111 Deerwood Rd. Suite 200, San Ramon California 94583; [email protected] www.greengridinc.com
v20230127, Information Classification: External
Introduction to the Company
Founded in 2011, Green Grid Inc. (GGI) is a climate technology and professional services business based in San Ramon, CA. We uncover new strategies and solutions for transportation electrification, upstream, midstream and downstream fuel and electric grid decarbonization, improving food and protecting nature toward comprehensive climate protection, adaptation and resiliency for the public and businesses.
We aspire to harness the power of multidisciplinary technologies to abate greenhouse gas (GHG) emissions and its potential impacts on the key climate drivers and environmental sustainability. Our key solution areas include, practical applications of cutting-edge technologies AI, ML, CV, GIS, MR/XR IoT for strategic planning and analysis, comprehensive risk mitigation, training and operations and maintenance.
GGI principals have over 50 combined years of experience in researching, developing and commercializing a wide range of hydrogen equipment including reformers, burners, electrolyzers, fuel cells, hydrogen fuel stations, compressors, dispensers, storage, chillers, heat exchangers, valves, hydrogen vehicles, and more. Additionally, they have been leaders in decarbonization (fuel switching) and development of strategic and tactical plans and standard operating procedures for hydrogen projects, O&M and workforce development. Overcoming the key challenges in the H2 supply chain in producing, storing and moving H2 molecules safely, effectively and efficiently has inspired GGI to develop industry leading Intellectual Properties (IPs) and know-how in the sector.
GGI has invented (U.S. Patent No. 11,316,469; U.S. Patent Publication No. 2022/0216826; and other patents pending) an autonomous PV panels air cleaning system which consumes no water, chemicals and net energy. It is a low-maintenance and low-cost system that is highly effective without any human involvement for operations. This system significantly reduces global solar energy production loss from residential, commercial, industrial and Utility-scale solar PV panels soiling. This is a critical technology as the grid and fuel become more dependent on solar. Wide spread events (e.g., dust storms and wildfires) can reduce solar production by 50% over a wide area due to ash and contamination. This system is revolutionary for decarbonization.
Our patent pending robotic intelligent hydrogen delivery system (RiHyDS™) enables producing, storing, transporting and delivering renewable or clean hydrogen to end users, pipelines, vehicle fueling stations and other electricity supplying (e.g., microgrid) or consuming facilities (e.g., buildings) to provide carbon- free energy according to the demands. This system is designed to reduce cost and enhance safety by minimizing human error, reducing operating cycles and continuously monitoring the system conditions for spatial, temporal and contextual awareness while optimizing supply, logistics and demand in real time. This system is revolutionary for transportation electrification and grid decarbonization.
Our revolutionary utility asset and vegetation management and wildfire mitigation cyber-physical system, Instant Situational Insights™ for Utilities™, iSIU™ is a comprehensive solution. It is a patented (U.S. Patent Nos. 10,880,623; and 11,475,385; U.S. Patent Publication No. 2021/0073692 A1; and other patents pending) Artificial Intelligence (AI)-powered smart sensors network system resulting from our
111 Deerwood Rd. Suite 200, San Ramon California 94583; [email protected] www.greengridinc.com
v20230127, Information Classification: External
decades of real-life operational experience that can prevent utility ignited wildfires and streamline field operations. iSIU™ technology including AI, ML, IoT, 5G, cloud and edge is our core expertise that is utilized for RiHyDS™ and the solar panel cleaning system. This system is revolutionary for protecting nature, infrastructure and lives from catastrophic wildfires.
Our strategic direction is to meet customer requirements and increase satisfaction by continually improving the quality of our solutions and services. Our highly effective Quality Management System (QMS) is ISO 9001:2015 certified.
We are a customer-obsessed business. It is less about us, more about you, our valued customers. We focus on understanding your every expectation so that we can exceed it beyond belief. You are the reason we exist. Our adaptive learning capability, collaborative culture, creativity, solid experience in the application areas and command over technology domains and certain intellectual properties (IPs) are the key ingredients for our customers' success. As an agile organization, we identify and work with you to define the opportunity before spending valuable time and money on solutions. This low-risk approach results in quick and cost-effective results which can be enhanced and scaled incrementally to maximize value over a desired time frame.
Whether you are looking for more affordable, new and innovative solutions, additional / backup capabilities or solutions to evolving pain points, we will be happy to be a part of your solutions. We believe that our high-quality reliable solutions & services and competitive pricing will put us on the path to long-term mutual success. Please visit our website, https://www.greengridinc.com for additional information and feel free to provide your feedback or inquire about your next project by email at [email protected] and over the phone at (925) 855-3224. Our business identifiers are provided in Appendix 1. A summary of Hydrogen case studies is furnished in the following section.
We appreciate the opportunity to serve you.
GGI H2 Case Studies
We are in the forefront of bringing innovative solutions to overcome these key challenges of growing the clean hydrogen economy. Harnessing the new and emerging technologies we are building a green hydrogen ecosystem that will be transformative to the decarbonization and electrification revolution. In this green hydrogen ecosystem, renewable and clean energy is converted to clean and renewable hydrogen through electrolysis, stored in bulk LH2, transported and distributed to the end users on- demand using our patented system. Solar and wind power Levelized Costs of Electricity (LCOE) have dropped to coal power parity over the past decade. We envision the similar cost reduction of renewable hydrogen fuel reaching gasoline and diesel parity due the rapid technological advancement and widespread adoption.
Our patent pending hydrogen system is the robotic intelligent hydrogen storage and delivery system (RiHyDS™) that enables storing, transporting and delivering renewable or clean hydrogen to end users.
111 Deerwood Rd. Suite 200, San Ramon California 94583; [email protected] www.greengridinc.com
v20230127, Information Classification: External
Cities, transit agencies, electric
and gas utilities, energy
companies, independent power
producers, microgrid owners,
hydrogen fueling station
owners and operators,
government and commercial
fleet owners and operators,
ride-hailing companies and
airlines are the direct
beneficiaries of our holistic
renewable hydrogen program.
The biggest challenge to reach carbon neutrality in our power grid is to find safe and cost-effective ways to match renewable energy generation (source-side) with utilization (demand-side). Battery storage systems provide some flexibility and are limited to short durations and lifetime. The ability to store a very high amount of affordable clean energy over a longer duration is essential to fill seasonal variations, weather dependency and address the prevalence of renewable energy generators’ lower capacity factors. Developing and integrating renewable or clean hydrogen and fuel cell systems into the grid system will overcome this challenge. This new clean energy system, the GreenGold Kit™, enables long- duration hydrogen storage and assures renewable energy dominated fuel and energy grids’ reliability and affordability. This customized kit is recommended to our decarbonization project customers from independent (unbiased) proprietary technical, economic and environmental analysis and customer education tools to maximize the benefit and retain competitive economic advantage for our customers.
The transportation energy must shift towards renewables to achieve the decarbonization goals.
Decarbonization of transportation is possible by electrification, and carbon-free electrification is meaningfully achievable with renewable hydrogen and fuel cell systems alongside batteries. Inserting hydrogen into the existing natural gas pipeline network and feed stock switching in refining is a potential means of reducing carbon from gasoline transportation, commercial, industrial and residential natural gas utilizations at scale without the need for large volumes of hydrogen fuel cell vehicles and hydrogen fuel stations providing the demand scale needed to match with large scale hydrogen production which is desirable to jump-start the green hydrogen economy.
Our process for developing strategic decarbonization plans for cities, housing, transit, fleets and energy suppliers using green hydrogen is proven and second to none. It is purpose-built over decades using bankable processes developed for solar and wind farm project development. Our proprietary technical and economic analysis model (TEAM) is used to perform the fundamental early engineering and equipment sizing to a level needed for planning and to simultaneously perform financial modeling to evaluate options. We can accurately size equipment, perform system wide energy balance models and produce detailed models showing the energy, water, hydrogen and financial performance for every hour of the year for the life of the project for maximizing customer’s economic, social and environmental benefits.
111 Deerwood Rd. Suite 200, San Ramon California 94583; [email protected] www.greengridinc.com
v20230127, Information Classification: External
Green Grid Inc., a leader in decarbonization technologies and professional services with the real-world hydrogen experience as the foundation to help our customers overcome challenges and meet their decarbonization goals and we look forward to helping you achieve your goals. GGI is deeply involved with the global hydrogen decarbonization deployment including such notable achievements including:
residential hydrogen fuel cell systems, miniature natural gas fuel cell appliance, turbocharged automotive hydrogen fuel cell, first retail hydrogen fuel station for light duty vehicles approved by the auto industry meeting SAE J2601, electrolysis production and liquid hydrogen storage, new zero-carbon communities and DoD and DOE hydrogen energy vehicles in air, land and sea and much more.
Additional relevant projects / customers details may be shared upon request and execution of mutual nondisclosure agreement.
111 Deerwood Rd. Suite 200, San Ramon California 94583; [email protected] www.greengridinc.com
v20230127, Information Classification: External
APPENDIX 1
Green Grid Inc. Business Identifiers
DUNS No.
078359550
CAGE Code
6PYD7
Federal EIN
45-3774791
CPUC SCH MBE
VON 19000423
Valid, May 18, 2025
CA DGS SB
Cert. No. 2015328
Valid, June 30, 2023
CA Entity No.
C3423025
CA Tax ID
078-1896-6
ISO 9001:2015
Certificate No. 1116571 Valid, August 14, 2025
DIR PWC Registration No.
PW-LR-1000585621, Valid, June 30, 2021
System for Award
Management (SAM)
Unique Entity ID:
ZJ8LSKBWKAR4, SBC
001313323
Key NAICS Codes
NAICS 541330: Engineering services
NAICS 518210: Data Processing, Hosting, and Related Services NAICS 541340: Computer-aided Design Drafting (CADD) Services NAICS 541360: Aerial Geophysical Surveying Services
NAICS 541360: Geophysical Surveying and Mapping Services NAICS 541360: Remote Sensing Geophysical Surveying Services NAICS 541511: Custom Computer Programming Services
NAICS 541690: Energy Consulting Services
NAICS 541618: Other Management Consulting Services
NAICS 541715: Physical Science Research and Development Laboratories or Services
Key SIC Codes
SIC 8711: Engineering Services
SIC 7373: Computer Integrated Systems Design
SIC 7371: Computer Programming Services
SIC 8713: Geophysical Surveying Services
SIC 8713: Surveying Services
SIC 8731: Commercial Physical and Biological Research
Key UNSPSCs
80101600: Project management
80151605: Customs consulting service
81000000: Engineering and Research and Technology Based Services 81101516: Energy or utility consulting services
81141806: Power line inspection service
81102400: Electrical power transmission engineering
92101603: Fire prevention services
83000000: Public Utilities and Public Sector Related Services 72151500: Electrical system services
77101700: Environmental advisory services
77111500: Environmental safety services
77101505: Environmental monitoring
80101508: Business intelligence consulting services
STAFF REPORT
City of Lancaster
NB 1
2/14/2023
JC
Date:February 14, 2023
To: Mayor Parris and City Council Members
From:Allison Burns, City Attorney
Subject:Ordinance No. ________ of the City Council of the City of Lancaster enacting Lancaster Municipal Code Section 2.52.040 concerning senior specialist – Code Enforcement Title
Recommendation:
1. Introduce Ordinance No. ________, an ordinance of the City Council of the City of Lancaster enacting Lancaster Municipal Code Section 2.52.040 concerning senior specialist – code enforcement title.
2. Find that this item is not a project pursuant to the California Environmental Quality Act.
Fiscal Impact:
None
Background:
On December 13, 2022, the City Council adopted Resolution No. 22-62, amending the Classification and Compensation Schedule for Represented and Non-Represented Full Time Employees to, among other things, eliminate the title “Code Enforcement Officer” from the Classification and Compensation Schedule for Represented and Non-Represented Full Time Employees.
The City Council desires to clarify that the roles, responsibilities and duties ascribed to Code Enforcement Officers by the Lancaster Municipal Code, California Penal Code, California Health and Safety Code, California Business and Professions Code, California Labor Code, and any other law, rule or regulation pertaining to code enforcement officers will be fulfilled by personnel holding the title “Senior Specialist – Code Enforcement.” If adopted, Ordinance No. ________ will enact new section 2.52.040 of the Lancaster Municipal Code.
1 1
7 9
Attachment:
1. Ordinance No. ________, an ordinance of the City Council of the City of Lancaster enacting Lancaster Municipal Code Section 2.52.040 concerning senior specialist – code enforcement title.
ORDINANCE NO. __________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LANCASTER ENACTING LANCASTER MUNICIPAL CODE
SECTION 2.52.040 CONCERNING SENIOR SPECIALIST – CODE
ENFORCEMENT TITLE
WHEREAS, on December 13, 2022, the City Council amended the Classification and Compensation Schedule for Represented and Non-Represented Full Time Employees by Resolution No. 22-62;
WHEREAS, the changes made by Resolution No. 22-62 included elimination of the title “Code Enforcement Officer” from the Classification and Compensation Schedule for Represented and Non- Represented Full Time Employees;
WHEREAS, the City Council desires to clarify that the roles, responsibilities and duties ascribed to Code Enforcement Officers by the Lancaster Municipal Code, California Penal Code, California Health and Safety Code, California Business and Professions Code, California Labor Code, and any other law, rule or regulation pertaining to code enforcement officers will be fulfilled by personnel holding the title “Senior Specialist – Code Enforcement.”
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LANCASTER DOES ORDAIN AS FOLLOWS:
Section 1. Section 2.52.040 is hereby added to the Lancaster Municipal Code, as follows:
2.52.040 – Code Enforcement Personnel Classification. A “Senior Specialist – Code Enforcement” is a “code enforcement officer,” as defined in Section 829.5 of the California Penal Code, and further as that term is used in the Lancaster Municipal Code, California Penal Code, California Health and Safety Code, California Business and Professions Code, California Labor Code, and any other law, rule or regulation pertaining to code enforcement officers.
Section 2. The purpose and intent of this Ordinance is to clarify that the term Code Enforcement Officer as used anywhere in the Lancaster Municipal Code, California Penal Code, California Health and Safety Code, California Business and Professions Code, California Labor Code, and any other law, rule or regulation shall mean and refer to the employment classification “Senior Specialist – Code Enforcement.”
Section 3. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is held for any reason to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Lancaster hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or portions be declared invalid or unconstitutional.
Section 4. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published and posted pursuant to the provisions of law in that regard and this Ordinance shall take effect 30 days after its final passage.
I, Andrea Alexander , City Clerk of the City of Lancaster, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading on the _____ day of _________________, 2023, and placed upon its second reading and adopted at a regular meeting of the City Council on the _____ day of _________________, 2023 by the vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF LANCASTER )
CERTIFICATION OF ORDINANCE
CITY COUNCIL
I, __________________________, ____________________________________ City of Lancaster, California, do hereby certify that this is a true and correct copy of the original Ordinance No. _________, for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _________ day of ________________, ________.