Agenda, first session — Lynwood City Council, November 19, 2024 (part 2 of 2)

APN: 6169-002-904 and 6169-002-905 (New APN 6169-002-911 and 6169-002-912) The above described property being more particularly described as Parcels 1 and 2 in Certificate of Compliance #CCA 2021-001, recorded February 7, 2022, Instrument No. 20220150989 of Official Records, as follows:

Those portions of the Rancho San Antonio, as per Map filed in Book 1, Page 389 of Patents, in the Office of the County Reorder of said County, described in the Deed to Alexander Gunn recorded in Book 1619, Page 245 of Deeds, Official Records in said Office, included within the 100 foot wide strip of land, described in the Deed to the Los Angeles Inter-Urban Railway Company recorded on December 23,1905 in Book 2531, Page 156 of said Deeds, described as follows:

Parcel 1
Bounded Northwesterly by a line having a bearing and distance of S27°31'35''W, 100.00 feet that passes through a point in the Northeasterly line of said 100 foot strip of land and is at right angles to said Northeasterly line, distant along said Northeasterly line S62°28'25''E, 201.37 feet from the intersection of the Westerly line of the Easterly roadway of Alameda Street, 40 feet wide, as it was dedicated as an easement for highway purposes to the City of Lynwood, recorded October 25, 1955 as Instrument No. 2876 in Book 49328, Page 414 of said Official Records with said Northeasterly line, bounded Southeasterly by a line that passes through a point in said Northeasterly line of said 100 foot strip of land and is at right angles to said Northwesterly line, distant along said Northeasterly line S62°28'25"E 919.37 feet from said intersection of the Westerly line of the Easterly roadway of Alameda Street. 327
Exhibit A
(Legal Description)

Parcel 2
Bounded Northwesterly by a line having a bearing and distance of S27°31'35''W, 100.00 feet that passes through a point in the Northeasterly line of said 100 foot strip of land and is at right angles to said Northeasterly line, distant along said Northeasterly line S62°28'25''E, 919.37 feet from the intersection of the Westerly line of the Easterly roadway of Alameda Street, 40 feet wide, as it was dedicated as an easement for highway purposes to the City of Lynwood, recorded October 25, 1955 as Instrument No. 2876 in Book 49328, Page 414 of said Official Records with said Northeasterly line, bounded generally Southeasterly by the following described line:

Beginning at a point in said Northeasterly line, distant along said Northeasterly line S62°28'25''E, 1539.40 feet from above mentioned intersection; thence S 27°30'40'', 10.02 feet to a non- tangent curve, concave Westerly and having a radius of 25.00 feet; thence from a tangent which bears S62°29'20''E, Southerly along said curve through an angle of 130°51'37'', an arc distance of 57.10 feet to a compound curve, concave Northerly and having a radius of 750.00 feet; thence Westerly along last said curve, through an angle of 05°06'54", an arc distance of

66.96 feet to the Southwesterly line of said 100 foot strip of land.

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No.1147A recorded January 6, 1995 as Document No.95-21618 of said Official Records and as shown on Map recorded in Book, 19,

Page 37 ends

328
Exhibit B, Page 1
(Due Diligence Materials)

EXHIBIT B
To the DDA
Due Diligence Materials
 All Service Contracts, including all files and records pertaining thereto.  All items which are described as Intangible Property, including all certificates of occupancy, permits, entitlements, warranties, licenses, and other approvals pertaining to the Property.
 All reports, studies, and assessments with respect to the physical condition and/or operation of the Property, including, without limitation, seismic reports, engineering reports, surveys, environmental reports, traffic circulation, operating methods, flood control and drainage plans, design renderings, shop drawings, feasibility studies, documents relating to any special use, conforming use or zoning variance and all correspondence with governmental agencies and their personnel concerning the same.
 Any correspondence with a governmental or quasi-governmental authority with respect to zoning, legal compliance, variances, investigations, and/or potential eminent domain actions.
 All maintenance records, property condition reports, work proposals and other documents with respect to the physical condition and state of repair of the Improvements, including copies of all contracts for construction, repair, improvement or replacement (whether capital in nature or not) performed at the Property during the four (4) years immediately preceding the Effective Date.
 All real estate tax bills/statements for the Property issued for the four (4) most recent years prior to the Effective Date and copies of all notices to or from any governmental or quasi- governmental authority with respect thereto, including all bills, statements, and notices with respect to any Personal Property, and copies of all petitions for appeal and evidence of full payment of the cost of any such appeals including the full payment of attorneys’ fees related thereto.
 A schedule listing all Personal Property to be conveyed to Developer at Closing.  A list and description of any lawsuits, formal complaints or investigations, whether by service providers, third parties, the general public, or governmental or quasi-governmental agencies which relate to the Property and/or City’s ownership, management or operation thereof, if any.
 To the extent not provided to Developer by the Brokers or Title Company, a Property disclosure report containing the natural hazard disclosures, if any, which may be required under applicable laws including the California Public Resources Code, California Government Code, and/or California Health and Safety Code. 329

Exhibit C, Page 1
(Grant Deed)

EXHIBIT C
To the DDA

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
DOCUMENT AND TAX STATEMENT TO:

________________________
________________________
________________________
________________________

THIS SPACE ABOVE FOR RECORDER’S USE
DOCUMENTARY TRANSFER TAX is $_____________
____computed on full value of property conveyed; or
___computed on full value less value of liens and encumbrances remaining at time of sale ____ Unincorporated area: ___ City of __________________ ____ Realty not sold.

GRANT DEED

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, ________________________________, a(n) _______________ [state] _______________ [entity type] (“Grantor”), hereby grants to ___________________________, a(n) _______________ [state] _______________ [entity type], that certain real property in the City of ____________, County of _____________, State of California, legally described as follows:

See Exhibit 1 attached hereto and incorporated herein by this reference.

This conveyance is made subject to all matters, liens and encumbrances of record.

GRANTOR:

______________________________________________,
a(n) _______________ [state] _______________[entity type] By: ______________________________
Name: ______________________________
Its: ______________________________
330

Exhibit C, Page 2
(Grant Deed)

Notary Acknowledgement - Grant Deed

331

Exhibit C, Page 3
(Grant Deed)

Exhibit 1 – Legal Description
332

Exhibit C, Page 4
(Grant Deed)

LEGAL DESCRIPTION

Parcel 1: APN 6169-001-900
That portion of Lot A of Tract No. 6066, in the City of Lynwood, County of Los Angeles, State of California, as per Map recorded in Book 64, Page 24 of Maps, in the Office of the Registrar- Recorder/County Clerk of said County and that portion of Lot 2 of the J. J. Bullis 76.11 Acres Lot in the Rancho San Antonio, as per Map recorded in Book 55, Page 28 of Miscellaneous Records in said Office, as acquired by the State of California by Deed (Slate Parcel 58166), recorded January 22, 1971, in Book D4950, Page 427 of Official Records, in said Office, described as follows:

Beginning at a point in the Northeasterly line of said Lot A, distant thereon 795.35 feet Southeasterly from the Northwest corner of said Lot A, said point lying in the center line of Santa Fe Avenue, 100.00 feet wide, said centerline is shown on County Surveyors Map No. 8974, sheet 2; thence along said Northeasterly line S 62° 28’ 16 ”E., 525.15 feet to a non-tangent curve concave Northerly and having a radius of 750.00 feet: Thence Westerly along said curve, from a tangent which bears S. 78° 04’ 44" W., through an angle of 17°44’05", an arc distance of 232.15 feet, thence tangent to said curve N. 84° 11’ 25” W., 15.82 feet to a tangent curve concave Southerly and having a radius of 3,694.00 feet; thence Westerly along said curve through an angle of 3° 37’ 35", an arc distance of 233.80 feet to a non-tangent curve concave Easterly and having a radius of 450.00 feet, thence Northerly along said curve, from a tangent which bears N. 09°53' 53" E. through an angle of 2° 13' 17", an arc distance of 17.45 feet to the Southerly line of said Lot A; thence along said Southerly line N. 84° 56’ 06” W. 1.00 feet, thence N. 0° 30’14” E., 184.98 feet to said centerline, thence along said centerline N. 16°14’ 44" E., 36.39 feet to the point of beginning.

Subject to the exception therefrom, all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under the herein conveyed Parcel of land, and the rights thereto, together with certain other conditions, as excepted in Deed (Slate Parcel 58166), recorded January 22, 1971 in Book D4950, Page 427, of Official Records in said Office.

Parcel 2: APN 6169-002-904 and 6169-002-905 (New APN 6169-002-911 and 6169-002-912) That portion of the Rancho San Antonio, in the City of Lynwood, County of Los Angeles, State of California as per Map filed in Book 1, Page 389 of Patents, in the Office of the County Recorder of said County, described in the Deed to Alexander Gunn recorded in Book 1619, Page 245 of Deeds, Official Records in said Office, included within the 100 foot wide strip of land, described in the Deed to the Los Angeles Inter-Urban Railway Company recorded on December 23, 1905 in Book 2531, Page 156 of said Deeds, bounded as follows:
333

Exhibit C, Page 5
(Grant Deed)

Bounded Northwesterly by a line having a bearing and distance of South 27°31’35” West, 100.00 feet that passes through a point in the Northeasterly line of said 100 foot strip of land and is at right angles to said Northeasterly line, distant along said Northeasterly line South 62°28’25” East, 201.37 feet from the intersection of the Westerly line of the Easterly roadway of Alameda Street, 40 feet wide, as it was dedicated as an easement for highway purposes to the City of Lynwood, recorded October 25, 1955 as Instrument No. 2876 in Book 49328, Page 414 of said Official Records with said Northeasterly line, bounded generally Southeasterly by the following described line:

Beginning at a point in said Northeasterly line, distant along said Northeasterly line South 62°28’25” East, 1539.40 feet from above mentioned intersection; thence South 27°30’40” West,

10.02 feet to a nontangent curve, concave Westerly and having a radius of 25.00 feet; thence from a tangent which bears South 62°29’20” East, Southerly along said curve through an angle of 130°51’37”, an arc distance of 57.10 feet to a compound curve, concave Northerly and having a radius of 750.00 feet; thence Westerly along last said curve, through an angle of 05°06’54”, an arc distance of 66.96 feet to the Southwesterly line of said 100 foot strip of land.

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No. 1147A recorded January 6, 1995 as Instrument No. 95-21618 of said Official Records and as shown on Map recorded in Book 19,

Page 37 ends

Exhibit C, Page 6
(Grant Deed)

66.96 feet to the Southwesterly line of said 100 foot strip of land.

Page 37 ends

335

Exhibit D, Page 1
(Bill of Sale and Assignment)

EXHIBIT D

To the DDA

BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT (this “Assignment”) is executed as of _____________, 202__, by and among ________________________________, a(n) _______________ [state] _______________ [entity type] (“Assignor”), and ________________________, a(n) _______________ [state] _______________ [entity type] (“Assignee”), with reference to the following facts:

A. Concurrently herewith, Assignor is conveying to Assignee certain Real Property, together with all Improvements thereon, situated at _________________ [address], ________________ [city], __________ [state] as described on Exhibit 1, attached hereto and incorporated herein by this reference, in accordance with the terms of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated ____________, 202__, ( [as amended,] the “Agreement”) by and between Assignor as “City”, and Assignee as “Developer”. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.

B. Assignor desires to assign, transfer and convey to Assignee, as of the Closing Date, all of Assignor’s interests in the Personal Property, Approved Service Contracts, and Intangible Property (all of the foregoing being referred to herein collectively as the “Assigned Property”), and Assignee desires to accept such assignment and to assume, with respect to Approved Service Contracts, all of Assignor’s obligations thereunder.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignor does hereby ASSIGN, TRANSFER and DELIVER, and GRANT, SELL and CONVEY to Assignee all of the Assigned Property. Assignee hereby accepts such assignment and, with respect to the Approved Service Contracts, assumes all of Assignor’s obligations thereunder and agrees to perform all such obligations from and after the Closing Date.

2. THE ASSIGNED PROPERTY IS SOLD, TRANSFERRED, ASSIGNED AND

CONVEYED TO ASSIGNEE SUBJECT TO ALL OF THE RELEASES, DISCLOSURES,

LIMITATIONS ON LIABILITY, AND THE OTHER TERMS AND CONDITIONS

CONTAINED IN THE AGREEMENT, AND ASSIGNOR IS NOT MAKING ANY

REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER,

WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ALL OR ANY PORTION OF

THE ASSIGNED PROPERTY, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE AGREEMENT.

3. Assignor agrees to indemnify, defend and hold harmless Assignee and the other Developer Parties from all obligations and liabilities arising prior to the Closing Date out of Assignor’s performance or failure to perform its obligations as owner under any Lease and/or Approved Service Contract.
336

Exhibit D, Page 2
(Bill of Sale and Assignment)

4. Assignee agrees to indemnify, defend and hold harmless Assignor and the other City Parties from all obligations and liabilities arising from and after the Closing Date out of Assignee’s performance or failure to perform its obligations as owner under any Lease and/or Approved Service Contract.

5. This Assignment shall be governed by the laws of the State of California. This Assignment shall be effective as of the Closing Date, as such term is defined under the Agreement.

This Assignment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one (1) agreement. The parties hereby acknowledge and agree that fax signatures or signatures transmitted by e-mail in so-called “.pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Assignment had been delivered. Assignor and Assignee (i) intend to be bound by the signatures on any document sent by fax or e-mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Assignment based on the foregoing forms of signature. The signatories hereto represent that they have full and complete authority to bind their respective parties to this Assignment and that no other consent is necessary or required in order for the signatories to execute this Assignment on behalf of their respective parties. If for any reason, any provision of this Assignment shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Assignment and to the extent any provision of this Assignment is not determined to be unenforceable, such provision, or portion thereof, shall be, and remain, in full force and effect.

Remainder of page intentionally left blank.

Signatures on following page.

337

Exhibit D, Page 3
(Bill of Sale and Assignment)

IN WITNESS WHEREOF, the undersigned have executed this Assignment, on the date set forth above, effective as of the Closing Date.

Assignor

________________________________,
a(n) _______________ [state] ___________ [entity type]

By: ______________________________
Name: ______________________________
Its: ______________________________

Assignee

________________________________,
a(n) _______________ [state] ___________ [entity type]

By: ______________________________
Name: ______________________________
Its: ______________________________

338

Exhibit D, Page 4
(Bill of Sale and Assignment)

Exhibit 1 – Legal Description
339

Exhibit D, Page 5
(Bill of Sale and Assignment)

LEGAL DESCRIPTION
Parcel 1: APN 6169-001-900
That portion of Lot A of Tract No. 6066, in the City of Lynwood, County of Los Angeles, State of California, as per Map recorded in Book 64, Page 24 of Maps, in the Office of the Registrar- Recorder/County Clerk of said County and that portion of Lot 2 of the J. J. Bullis 76.11 Acres Lot in the Rancho San Antonio, as per Map recorded in Book 55, Page 28 of Miscellaneous Records in said Office, as acquired by the State of California by Deed (Slate Parcel 58166), recorded January 22, 1971, in Book D4950, Page 427 of Official Records, in said Office, described as follows:

Exhibit D, Page 6
(Bill of Sale and Assignment)

Beginning at a point in said Northeasterly line, distant along said Northeasterly line South 62°28’25” East, 1539.40 feet from above mentioned intersection; thence South 27°30’40” West,

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No. 1147A recorded January 6, 1995 as Instrument No. 95-21618 of said Official Records and as shown on Map recorded in Book 19,

Page 37 ends

Exhibit D, Page 7
(Bill of Sale and Assignment)

66.96 feet to the Southwesterly line of said 100 foot strip of land.

Page 37 ends

342

Exhibit E

EXHIBIT E
To the DDA

CERTIFICATE REGARDING FOREIGN INVESTMENT

IN REAL PROPERTY TAX ACT
Section 1445 of the Internal Revenue Code provides that a transferee (purchaser) of a U.S. real property interest must withhold tax if the transferor (City) is a foreign person. To inform the transferee (purchaser) that withholding of tax is not required upon the disposition of a U.S. real property interest by ______________________, a(n) ________________ (“Transferor”) Transferor hereby certifies:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

2. Transferor’s Federal Employer Identification Number is: _______________

3. Transferor’s office address is:
____________________
____________________
____________________

4. The address or description of the property which is the subject matter of the disposition is described in Exhibit 1 attached hereto.

5. Transferor is not a disregarded entity as defined in Section 1.445-2(b)(2)(iii).

Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Transferor declares that it has examined this certification and to the best of its knowledge and belief, it is true, correct and complete, and further declares that the individual executing this certification on behalf of Transferor has full authority to do so.

______________________________________,
a(n) ____________________________

By: _________________________
Name: _________________________
Its: _________________________

343

Exhibit F

EXHIBIT F

To the DDA

PRELIMINARY SITE PLAN

344

Exhibit G

EXHIBIT G
To the DDA

SCHEDULE OF PERFORMANCE

345

Exhibit H

EXHIBIT H

To the DDA

DECLARATION OF CONSTRUCTION COVENANTS

This Agreement and Declaration of Land Use Covenants and Restrictions (“Declaration”) is entered into as of this ___ day of _____, 2024, by and between the CITY OF LYNWOOD, a California municipal corporation (“City”), and _________________ (“Developer”), with reference to the following facts:

RECITALS

A. City and Developer have entered into that certain Agreement for the Disposition and Development of Real Property dated ________________, 2024 (“Agreement”), pursuant to which, and subject to the terms and conditions stated therein, City agreed to sell to Developer and Developer agreed to purchase from City that certain real property located at _______________, Lynwood, California (Los Angeles County Assessor Parcel No. _____________ and legally described in Exhibit “A” hereto, the “Property”).

B. As a material inducement and part of the consideration for City’s agreement to sell the Property to Developer, and as a condition to the Closing of Escrow under the Agreement, Developer and City agree to the terms and conditions of this Declaration.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is expressly acknowledged, and intending to be legally bound, City and Developer (individually hereinafter at times a “Party” and jointly the “Parties”) agree as follows:

1. DEFINITIONS. All capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

2. NOTICE TO INTERESTED PARTIES OF CONSTRUCTION COVENANTS. The Agreement, a copy of which is available for inspection and copying at the City’s Community Development Department offices in Lynwood City Hall located at 11330 Bullis Rd., Lynwood, CA 90262, contains

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
DOCUMENT AND TAX STATEMENT TO:

City of Lynwood
11330 Bullis Rd.

Lynwood, CA 90262
Attn: City Manager

THIS SPACE ABOVE FOR RECORDER’S USE
346

Exhibit H

certain development and construction covenants running with title to the Property requiring the Developer to undertake the development and construction of the [INSERT PROJECT DESCRIPTION FROM DDA].

3. TERM OF DECLARATION. This Declaration and City’s rights and remedies set forth herein and the Agreement shall expire and terminate upon the issuance of a Completion Certificate for the Project as defined under the Agreement. Following the issuance of the Completion Certificate, City shall execute a standard form release and reconveyance that may be recorded by Developer to remove this Declaration from title.

4. MISCELLANEOUS
I. Recording. This Declaration shall be recorded as a condition of and at the Closing of Escrow for Developer’s purchase of the Property from City, and shall be recorded junior only to the grant deed by which Developer takes title except as subordination to construction financing is contemplated in the Agreement.

II. Amendments. This Declaration may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Los Angeles County.

III. No Waiver. Any waiver by City of any term or provision of this Declaration must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Declaration or applicable law. No failure or delay by City at any time to require strict performance by Developer of any provision of the Agreement or this Declaration or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

IV. Notices. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested or (iii) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different complete address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

To City: City Manager
City of Lynwood
11330 Bullis Rd.

Lynwood, CA 90262

With Copy To: Arnold M. Alvarez-Glasman, City Attorney

ALVAREZ-GLASMAN & COLVIN
347

Exhibit H

13181 Crossroads Pwky North – Suite 400
City of Industry, CA 91746

To Developer: Primestor Lynwood Triangle LLC
9950 Jefferson Blvd., Building 2
Culver City, CA 90232
Attn: David Abasta
Email: [email protected]

With Copy To: Somos Law Group LLP
304 South Broadway, Suite 350
Los Angeles, CA 90013
Attn: Kira Conlon
Email: [email protected]

V. Action by City. Except as may be otherwise specifically provided herein or limited by law, whenever any approval, notice, direction, consent or request by City is required or permitted under this Declaration, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council.

VI. Governing Law; Venue. This Declaration shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Los Angeles County, California.

VII. Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Declaration, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.

VIII. Severability. If any provision of this Declaration is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

[Signatures on the following page(s)]

348

Exhibit H

IN WITNESS WHEREOF , the Parties have executed this Agreement and Declaration of Restrictive Covenants as of the date first written above.

DEVELOPER: CITY:

PRIMESTOR LYNWOOD TRIANGLE,
LLC, a Delaware Limited Liability
Company

By: _______________________
[NAME],
[TITLE]
CITY OF LYNWOOD, a California municipal
corporation

By: ________________________
___________________,
City Manager

[Signatures to be Acknowledged]

349

Exhibit H

Exhibit A

To Declaration of Construction Covenants

Legal Description

350

Exhibit H

Beginning at a point in said Northeasterly line, distant along said Northeasterly line South 62°28’25” East, 1539.40 feet from above mentioned intersection; thence South 27°30’40” West, 10.02 feet to a nontangent curve, concave Westerly and having a radius of 25.00 feet; thence from a tangent which bears South 62°29’20” East, Southerly along said curve through an angle of 130°51’37”, an arc distance of 57.10 feet to a compound curve, concave Northerly and having a radius of 750.00 feet; thence Westerly along last said curve, through an angle of 05°06’54”, an arc distance of 66.96 feet to the Southwesterly line of said 100 foot strip of land.

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No. 1147A recorded January 6, 1995 as Instrument No. 95- 21618 of said Official Records and as shown on Map recorded in Book 19, Page 37 of State Highway Maps in said Office.

Exhibit H

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No.1147A recorded January 6, 1995 as Document No.95- 21618 of said Official Records and as shown on Map recorded in Book, 19, Page 37 of State Highway Maps in said Office.

353

Exhibit I

EXHIBIT I

To the DDA

DECLARATION OF SURPLUS LAND ACT COVENANTS

This Declaration of Surplus Land Act Covenants (“Declaration”) is entered into as of this ___ day of _____, 2024, by and between the CITY OF LYNWOOD, a California municipal corporation (“City”), and _______________________, a ___________, (“Developer”) (individually hereinafter at times a “Party” and jointly the “Parties”), with reference to the following facts:

RECITALS

A. City and Developer have entered into that certain Agreement for the Disposition and Development of Real Property dated ____________, 2024 (“DDA”), pursuant to which, and subject to the terms and conditions stated therein, City agreed to sell to Developer and Developer agreed to purchase from City that certain real property located at _______________, Lynwood, California (Los Angeles County Assessor Parcel No. _____________ and legally described in Exhibit “A” hereto, the “Property”).

B. In compliance with the California Surplus Lands Act (Gov’t Code § 54220 et seq ., the “SLA”), and specifically Section 54233 thereof, Developer and City agree to the terms and conditions of this Declaration and direct it to be recorded on Property as a condition precedent to the Closing of Escrow under the Purchase Agreement.

NOW THEREFORE, City and Developer agree as follows:

1. DEFINITIONS. All capitalized terms not defined herein shall have the meaning set forth in the DDA, a copy of which is available for inspection and copying at Lynwood City Hall in the Community Development Department offices located at 11330 Bullis Rd., Lynwood, CA 90262.

2. RESTRICTIVE COVENANT. The Property is subject to a restrictive covenant that if ten (10) or more residential units are developed on the Property, not less than 15 percent of the total number of

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
DOCUMENT AND TAX STATEMENT TO:

City of Lynwood
11330 Bullis Rd.

Lynwood, CA 90262
Attn: City Manager

THIS SPACE ABOVE FOR RECORDER’S USE
354

Exhibit I

residential units developed on shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing from the date of recordation of this Declaration. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code.

4. TERM OF DECLARATION. This Declaration shall expire and terminate only upon: (1) the final order of a court of competent jurisdiction; or (2) following future changes or amendments to the SLA or California law that make or render this Declaration unenforceable.

5. MISCELLANEOUS
a. Recording. This Declaration shall be recorded as a condition of and at the Closing of Escrow for Developer’s purchase of the Property from City and shall be recorded junior only to the grant deed by which Buyer takes title.

b. Binding on Successors. This Declaration shall run with the land and be binding upon and shall inure to the benefit of the Parties and their successors and assigns for the term hereof.

c. Amendments. This Declaration may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Los Angeles.

d. No Waiver. Any waiver by City of any term or provision of this Declaration must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Declaration or applicable law. No failure or delay by City at any time to require strict performance by Buyer of any provision of the Agreement or this Declaration or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

e. Notices. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested or (iii) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different complete address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because 355

Exhibit I

of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

To City: City of Lynwood
11330 Bullis Rd.

Lynwood, CA 90262
Attn: City Manager

With Copy To: Arnold M. Alvarez-Glasman, City Attorney

ALVAREZ-GLASMAN & COLVIN
13181 Crossroads Pwky North – Suite 400
City of Industry, CA 91746

To Buyer: Primestor Lynwood Triangle LLC
9950 Jefferson Blvd., Building 2
Culver City, CA 90232
Attn: David Abasta
Email: [email protected]

With Copy To: Somos Law Coup LLP
304 South Broadway, Suite 350
Los Angeles, CA 900013
Attn: Kira Conlon
Email: [email protected]

f. Action by City. Except as may be otherwise specifically provided herein or limited by law, whenever any approval, notice, direction, consent or request by City is required or permitted under this Declaration, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council.

g. Governing Law; Venue. This Declaration shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Los Angeles County, California.

h. Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Declaration, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.

i. Severability. If any provision of this Declaration is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

356

Exhibit I

IN WITNESS WHEREOF , the Parties have executed this Agreement and Declaration of Restrictive Covenants as of the date first written above.

DEVELOPER: CITY:

__________________________,
a ___________________

By: _______________________

CITY OF LYNWOOD , a California
municipal corporation

By: ________________________
__________________,
City Manager

[Signatures to be notarized]

357

Exhibit I

Exhibit A

To Declaration of Surplus Land Act Covenants

Legal Description
358

Exhibit I

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No. 1147A recorded January 6, 1995 as Instrument No. 95- 21618 of said Official Records and as shown on Map recorded in Book 19, Page 37 of State Highway Maps in said Office.

Exhibit I

Excepting therefrom that portion of the above described Parcel of land included within the lines of segment 2 of State Highway Relinquishment No.1147A recorded January 6, 1995 as Document No.95- 21618 of said Official Records and as shown on Map recorded in Book, 19, Page 37 of State Highway Maps in said Office.
361

9 EXHIBIT J

To the DDA

Example Calculation of Annual Net Operating Income

362

10 EXHIBIT K

To the DDA

Project Proforma

363

11 EXHIBIT L

To the DDA

Example for a City Participation in Excess Developer Return Calculation

364

12 EXHIBIT M

To the DDA

Memorandum of Disposition and Development Agreement

365

13 RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Lynwood
11330 Bullis Rd.

Lynwood, CA 90262
Attn: City Manager

A.P.N.s: (Space above for Recorder)
This document is exempt from the payment of a
recording fee pursuant to Government Code 27383

MEMORANDUM OF DISPOSITION AND

DEVELOPMENT AGREEMENT

THIS MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT (the “Memorandum”) is made as of __________________, 2024, by and between the City of Lynwood, a municipal corporation (“City”) and Primestor Lynwood Triangle, LLC, a Delaware limited liability company (“Developer”) (collectively referred to as the “Parties”). The City and Developer acknowledge and agree as follows:

1. The City and Developer entered into that certain Disposition and Development Agreement having even date herewith (“DDA”), which is incorporated herein by this Reference.

The DDA is available for inspection by the public in the Community Development Department of the City of Lynwood located at 11330 Bullis Rd., Lynwood, California 90262.

2. The purpose of this Memorandum is to provide notice of the existing of the DDA.

The DDA includes provisions relating to the development, use, and profit participation terms in connection with that certain real property located in the City of Lynwood, Los Angeles County, State of California and more particularly described in Exhibit A attached hereto (the “Property”).

3. Nothing herein shall be deemed to amend, change, or modify the terms, covenants, and conditions of the DDA. This Memorandum may be executed in counterparts, each of which shall constitute an original of this Memorandum and all of which shall constitute one fully executed Memorandum.

[Signatures on the following page]

366

14 [Principal Signatures to Notarized]
CITY OF LYNWOOD, a California
municipal corporation (“CITY”)

By: ____________________________
Julian Lee, Interim City Manager

APPROVED AS TO FORM:

___________________________________
Noel Tapia
City Attorney

“DEVELOPER”

PRIMESTOR LYNWOOD TRIANGLE,
LLC, a Delaware limited liability company

By: ________________________

Name: _____________________

Title: _______________________

367

EXHIBIT A

to Memorandum of Disposition and Development Agreement

Legal Description of Property

368

AGENDA STAFF REPORT

DATE:

November 19, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Julian Lee, Interim City Manager
PREPARED BY:

Brittany Leslie, Senior Management Analyst
SUBJECT:

FINAL ALLOCATION OF AMERICAN RESCUE PLAN ACT (ARPA)

FUNDS FOR THE LYNWOOD ECONOMIC & COMMUNITY

ENHANCEMENT PLAN
Agenda Item # 9.6.

Recommendation:

Staff recommends that the City Council discuss, review and direct staff related to Final Allocation for the American Rescue Plan Act (ARPA) Fund for the Lynwood Economic & Community Enhancement Plan.

Background:

On March 10, 2021, President Joe Biden signed into law the American Rescue Plan Act (ARPA), a $1.9 trillion economic stimulus initiative designed to aid the United States' recovery from the COVID-19 pandemic. Through the passage of ARPA, the City was allocated $24.4 million in two equal installments: the first on August 5, 2021, and the second on September 15, 2022.

The use of these funds are prescribed by law and fall into specific categories, each with distinct guidelines:

1. To respond to the public health emergency or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality;

2. To respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers;

3. For the provision of government services to the extent of the reduction in revenue due to the COVID-19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency; and
City Council City Council Regular Meeting 369

4. To make necessary investments in water, sewer, or broadband infrastructure. These funds must be obligated before December 31, 2024, and projects completed and funds spent by December 31, 2026. These funds may not be used to pay interest or principle on outstanding debt, replenishing rainy day or other reserve funds, or paying settlements or judgements would not be considered provision of a government service, since these uses of funds do not entail direct provision of services to citizens. Monies can be spent in the following two categories:

Restricted Categories:

Use of Recovery Funds is guided by Section 603(c)(1) of the ARPA. Funds may be used for the following purposes:
1) To respond to the public health emergency or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality.

Eligible uses in this category include assistance to households; small businesses and non- profits; and aid to impacted industries. Identified uses of funds from the City under this category include economic assistance and relief programs for businesses, rental and housing services, utility assistance, homeless services, and direct assistance to City employees.

Additional uses for City government purposes include: public communication efforts, enforcement of public health orders, purchases of PPE, ventilation improvements in congregate settings, health care settings, or other key locations, capital investments in public facilities to meet pandemic operational needs and payroll expenses for public safety employee’s time dedicated to responding to the COVID-19 public health emergency. 2) To respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers. 3) To make necessary investments in water, sewer, or broadband infrastructure.

Categories of eligible projects include: construction of publicly-owned treatment works, nonpoint source pollution management, national estuary projects, wastewater treatment systems, stormwater systems, water conservation, efficiency and reuse measures, watershed pilot projects, energy efficiency measures for publicly-owned treatment works, water reuse projects, security measures at publicly-owned treatment works, and technical assistance to ensure compliance with the Clean Water Act.

Eligible broadband projects must reliably deliver at least 100 Mbps download speed, at least 20 Mbps upload speed, and be scalable to a minimum of 100 Mbps download speed and 100 Mbps upload speed. Projects must be designed to serve unserved or underserved households and businesses, defined as those that are not currently served by a wireline connection that reliably delivers at least 25 Mbps download speed and 3 Mbps of upload speed.

Unrestricted Category:
1) For the provision of government services to the extent of the reduction in revenue due to the COVID–19 public health emergency relative to revenues collected in the most recent full City Council City Council Regular Meeting 370
fiscal year prior to the emergency. ARPA gives recipients broad latitude to use funds for the provision of government services to the extent of reduction of revenue.

ARPA establishes a methodology that allows recipients to compute the extent of their reduction in revenue by comparing their actual revenue to an alternative representing what could have been expected to occur in the absence of the pandemic.

While use of ARPA funds is “generally forward looking”, to cover costs incurred beginning on March 3, 2021, this section provides that reduction in revenue can be covered from the onset of the pandemic.

The range of governmental uses for which these funds may be used is broader than those described in Section 603(c) (1). Funds received to offset reduction in revenues are to be used for direct provision of services to citizens. Potential uses for Lynwood could include:
maintenance of infrastructure or pay-go spending for building new infrastructure (public works), including roads; modernizing/upgrading cybersecurity and information technology systems; and park improvements and beautification. These potential uses would be combined with additional broad uses described in Section 603(c)(1) of the ARPA.

Discussion and Analysis:

In the development of the Lynwood Economic and Community Enhancement Plan, which was approved by the City Council on October 5, 2021, staff worked diligently to ensure that the proposed projects aligned with community priorities, were achievable within the time frame set by ARPA funding, and would deliver a lasting positive impact on the city.

The recommended projects reflect a strategic focus on addressing key community needs and priorities. These projects aim to support the following core areas:

Economic Development
Homelessness
Public Assistance Programs
Public Health & Safety
Recreation

In compliance with ARPA funding requirements, all funds must be obligated by December 31, 2024, and fully expended by December 31, 2026.

Fiscal Impact:

Staff is requesting approval of an appropriation of $4,808,535 from ARPA Restricted Funds.

The federal funds allocated to the City do not require a matching contribution and will be utilized for programs that do not create ongoing financial obligations once the funds have been fully expended. These funds are intended to stimulate economic activity, with the City's investment focused on enhancing the self-sufficiency of the program recipients and beneficiaries. It is anticipated that, over time, this investment will yield positive fiscal, economic, and tax revenue benefits for the City.

City Council City Council Regular Meeting 371
Reso-ARPA Budget Adjustment FY 25.pdf
ARPA Proposed Budget FY 24-25.pdf
Fund
Description
Amount
1055
ARPA Administration Position
$211,881
1055
ARPA Consulting Services
$50,000
1055
Business Façade Program
$300,000
1055
Homeless Services Vehicle
$100,000
1055
Mega Playground
$2,500,000
1055
MiSalud Health
$78,500
1055
Outdoor Fitness Station
$350,000
1055
Sheriff’s Services
$726,248
1055
Tennis Court Renovations
$275,000
1055
Utility Assistance Program
$216,906
Total

$4,808,535

The above budget appropriations/adjustments would be incorporated into the Fiscal Year (FY) 2024-25 Mid-Year budget review.

Coordinated With:

Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 372

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING

THE FINAL ALLOCATION FOR THE AMERICAN RESCUE PLAN ACT (ARPA) FUND

FOR THE LYNWOOD ECONOMIC & COMMUNITY ENHANCEMENT PLAN

WHEREAS, On March 11, 2021, the President of the United States signed the American Rescue Plan Act of 2021 (ARPA); and

WHEREAS, The ARPA provided $1.9 trillion in relief funding intended to speed up the United States recovery from the economic and health effects of the Coronavirus pandemic; and

WHEREAS, Under the ARPA, Lynwood was awarded $24,400,000 in Recovery funds; and

WHEREAS, The City Council of the City of Lynwood (the “City Council”) approved the Lynwood Economic & Community Enhancement Plan February 1, 2022; and

WHEREAS, staff has identified several Citywide projects that were not included in the Lynwood Economic & Community Enhancement Plan that will require amendments to ensure proper funding levels; and

WHEREAS, as a result, staff is recommending the following proposed budget adjustments, which will amend the Lynwood Economic & Community Enhancement Plan.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct, and incorporates them herein as findings and as a substantive part of this Resolution.

Section 2. By adoption of this resolution, the City Council approves the Proposed Budget Adjustments and hereby amends the Lynwood Economic & Community Enhancement Plan.

Fund Description Amount
1055 ARPA Administration Position $211,881
1055 ARPA Consulting Services $50,000
1055 Business Façade Program $300,000
1055 Homeless Services Vehicle $100,000
1055 Mega Playground $2,500,000
1055 MiSalud Health $78,500
1055 Outdoor Fitness Station $350,000
1055 Sheriff’s Services $726,248
1055 Tennis Court Renovations $275,000
1055 Utility Assistance Program $216,906
Total $4,808,535
373

Section 3. That the City Council authorizes the City Manager, or designee, to make the necessary budget adjustments to the City’s financial system to reflect appropriate changes to Lynwood Economic & Community Enhancement Plan.

Section 4. This Resolution shall go into effect immediately upon its adoption.

Section 5. The City Clerk shall certify as to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED this 19th day of November, 2024.

Jose Luis Solache
Mayor

ATTEST:

Maria Quinonez Solache

CITY CLERK

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

Noel Tapia Julian Lee
City Attorney Interim City Manager
374

375

PROJECT NAME PROJECT SCOPE
Fire & Sheriff 8,958,651 Completed FY 22 Reflecting the portion of Fire and Sheriff's payroll allocated to the COVID-19 response
ARPA Premium Pay 723,285 Completed FY 22 Premium pay for City staff who reported to work in-person during the height of the pandemic
ARPA Administrative Position 556,178 To be completed by FY 26
Staff hours allocated to the administration of ARPA and the pandemic response efforts
COVID-19 Sick Leave 118,079 Completed FY 24 Covid-19 paid sick leave for city employees ARPA Consulting Services 105,000 To be completed by
FY 25
Consulting Services to support the administration of the ARPA program
Total 10,461,192
Business Façade Program 1,000,000 To be completed by
FY 26
Support for small businesses aimed at enhancing the
neighborhood environment through façade improvements
Utility Assistance 350,000 To be completed by
FY 25
Comprehensive utility assistance program designed to support low-income residents facing financial hardships
Total 1,350,000
Sheriff's Services 726,248 To be completed by
FY 25
Payroll cost for two Sheriff's Deputies to support homeless outreach and clean-up efforts, providing security and assistance during engagement activities
Homeless Services Vehicle 100,000 To be completed by
FY 25
Community Development vehicle designated for homeless
outreach and clean-up efforts
MiSalud 78,500 To be completed by
FY 25
Provision of virtual and mental health care services for Lynwood's senior population and city employees
Motel Vouchers 21,290 Completed FY 23 Provision of short-term motel vouchers to offer temporary shelter for unhoused individuals in our community
Personal Protective Equipment 13,857 Completed FY 24 Personal protective equipment (PPE) for city staff Homeless Services Connection Event 2,088 Completed FY 24 Community Services event designed to provide essential pet supplies for individuals experiencing homelessness
Homeless Kits 882 Completed FY 24 Hygiene kits distributed to individuals experiencing homelessness
Total 942,866
Lynwood Economic & Community Enhancement Plan (Restricted ARPA Funds) BUDGET

APPROPRIATION
TOTAL

PROJECT
STATUS
Public Health & Safety
Community/Economic Development
Administration
376

PROJECT NAME PROJECT SCOPE
Lynwood Economic & Community Enhancement Plan (Restricted ARPA Funds) BUDGET

APPROPRIATION
TOTAL

PROJECT
STATUS
Mega Playground* 2,500,000 To be completed by
FY 25
The project includes a comprehensive overhaul of the existing playground system at Lynwood Park
Outdoor Fitness Station 350,000 To be completed by
FY 25
The project includes the addition and repairs of the fitness stations at Burke Hamn Park, as well as essential repairs and improvements to the existing fitness center at Lynwood Park Tennis Court Renovations 275,000 To be completed by
FY 25
The project involves the construction of a new pickleball court and the complete refurbishment of four existing tennis courts Backpack Give-a-way 1,814 Completed FY 24 Back-to-school backpack event designed to support foster care and low-income students by providing essential school supplies Total 3,126,814
Loss of Revenue 10,000,000 Completed FY 23
Replacement of lost revenue into the City's General Fund (Standard Allowance)
Total 10,000,000
TOTAL
OVER BUDGET (1,480,872)
*Mega Playground - If all items get
expensed within calendar year 2026, the
overage would be charged to the 2020
Lease Revenue Bond
25,880,872
Revenue Replacement
Recreation
377

AGENDA STAFF REPORT

DATE:

November 19, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Julian Lee, Interim City Manager
PREPARED BY:

Gabriel Linares, Director of Community Development
SUBJECT:

GOVERNMENT CODE SECTION 65858(d) 10-DAY REPORT AND ONE

YEAR EXTENSION OF THE MORATORIUM ON THE ESTABLISHMENT,

EXPANSION, OR MODIFICATION OF WAREHOUSE AND TRUCKING
USES AND RELATED USES WITHIN THE CITY OF LYNWOOD.

Agenda Item # 9.7.

Recommendation:

Staff recommends that the City Council:

1 .

Receive and file this staff report constituting the 10 day report; and 2 .

Approve, by four-fifths (4/5) vote, a second extension for a period of one (1) year to the Moratorium on the Establishment, Expansion, or Modification of Warehouse and Trucking Uses and Related Uses within the City of Lynwood adopted under Urgency Ordinance No. 1758. The extension will expire October 3, 2025 or upon the adoption of the new warehouse and trucking standards.

Background:

On September 19, 2023, the City Council for the City of Lynwood (“City Council”) adopted Urgency Ordinance No. 1758 implementing a 45-day Moratorium on Warehouse and Trucking Uses and related uses (“Moratorium”) in the City of Lynwood. The Moratorium would apply to any applications for the establishment, expansion, or modification of Warehouse and Truck Uses which have not been deemed complete as of September 19, 2023 . The Moratorium was
extended on October 17, 2023, pursuant to California Government Code Section 65858 which allows for the Moratorium to be extended by an additional 10 months and 15 days past the expiration date of the initial 45-day Moratorium.

City Council City Council Regular Meeting 378

California Government Code Section 65858(a) further allows for the Moratorium to be extended for an additional one (1) year by a 4/5th vote of the City Council after providing notice and conducting a public hearing. The City must also issue a written report describing the measures taken to alleviate the conditions which led to the adoption of the Moratorium at least 10 days prior to the expiration of the Moratorium period. This staff report constitutes the City’s 10 days report under Government Code § 65858(d).

The current Warehouse and Trucking Uses Moratorium expired on September 18, 2024. On October 3, 2023 and October 17, 2023, the Council received and filed a report regarding measures that would be taken by City’s Community Development Department during the Warehouse and Trucking Uses Moratorium time period. Pursuant to California Government Code Section 65858(d), the City Council must issue a written report describing the measures taken by the City to alleviate the condition which led to the adoption of the Moratorium ordinance. Since that date, staff has completed a draft Zone Code Amendment to various Manufacturing District Sections and developed draft Development Standards and other associated sections of Lynwood Municipal Code for consistency purposes. In addition, a resolution for Planning Commission recommendation purposes and a ordinance for City Council’s final review and final approval consideration purposes were already drafted. On September 10, 2024, a summary of work to date, research and draft documents were introduced to the Planning Commission with final consideration to occur at a soon-to-be- scheduled public hearing.

These draft Zone Code regulations and policies were drawn from the best practices of numerous jurisdictions with recently updated zoning codes and other successfully implemented regulations on the subject. Thoroughly considered additions were included in consideration of Lynwood unique and specific characteristics. The City’s end goal is to better address and reduce impacts to the public’s health, safety and welfare associated with present underregulated or nonexistent warehouse and trucking use related regulations and standards.

The Community Development Department will need additional time to complete the remainder of the proposed Zone Code Amendment work to date and is proposing an additional one (1)
year
extension. The City Council has the ability to extend the Moratorium for an additional year pursuant to Government Code Section 65858(a).

Discussion and Analysis:

The purpose of extending Urgency Ordinance No.1758 is to provide Community Development staff additional time to continue analyzing and developing new and improved development standards, implement improved truck routes and related items, and better address the potential impacts to the community’s public health, safety and welfare. The intent of the City’s Warehouse and Trucking Uses Zone Code Amendment and updated development standards is to preserve the community’s character consistent with the requirements of City’s General City Council City Council Regular Meeting 379
Plan.

Pursuant to Government Code Section 65858(d), the ten (10) day written report (“Report”) describing the measures taken to alleviate the conditions which led to the adoption of the Urgency Ordinance was filed with the City on October 3, 2023 and October17, 2023. The Report outlined the following activities undertaken by Community Development since the initial adoption of the Moratorium to alleviate the impacts of Warehouse and Trucking Uses:

1 .

Analyzing all impacts of Warehouse and Trucking Uses and related uses including the detrimental effects of traffic, noise and queuing of vehicles. The Study is in progress and was presented to Planning Commission in September 2024.

2 .

Creating a list of all types of Warehouse and Trucking Uses and related uses in the City of Lynwood including any entitlements processed and if the Warehouse and Trucking Use facility operators are meeting the conditions of approval. in progress.

3 .

Conducting studies regarding a potential revision to the City’s designated Truck Traffic Route and a possible Truck Fee assessment. Completed by Public Works and is process for future City Council recommendation.

4 .

Conducting a study of potential impact fees and a City-wide fee analysis including a truck impact fee. Study is under way and being conducted by City staff and consultant.

5 .

Creating a list of interested parties that have or have the potential to submit an application, in progress.

6 .

Meeting with staff from the City’s Building & Safety and Public Safety Divisions to review the impacts of the interim Urgency Ordinance and future potential development standards. Item completed.

7 .

Soliciting proposals from qualified consultants to advise the City on potential Warehouse and Trucking Uses development standards and municipal code amendments.

Completed and under development.

City Council City Council Regular Meeting 380
8 .

Creating a handout to educate potential developers on possible new development standards that may mitigate impacts of Warehouse and Trucking Uses to facilitate the approval process. The Hand out is under development by the Planning division.

9 .

Reviewing regulations in surrounding cities to determine adopted codes and the impacts into their respective communities. Study concluded by the consultant

10 .

Study the impacts of Warehouse and Trucking Uses in certain zones specifically commercial versus industrial zones where traffic circulation impacts may be minimized.

Study under review by consultant and city team.

The extension includes a modification of the Moratorium to clarify that the Moratorium shall not prohibit any of the following:

1 .

The annual renewal of an existing business License, any permits necessary for the routine maintenance or repair of a building or site, or any permit necessary for required repairs due to an emergency or to protect the public health, safety, and welfare. 2 .

Tenant improvements within an existing building, provided the tenant improvements would not otherwise be considered an expansion or intensification of the building or use as determined by the Director of Community Development. 3 .

Any new or renewed lease agreement that does not conflict with the intent of the Urgency Ordinance.

Pursuant to Government Code Section 65858(a), Community Development staff requires additional time to study the impacts of the increase in Warehouse and Trucking Uses and the applicability of the Moratorium to protect the community from adverse impacts. Additional time is also required to take the potential development standards to the Planning Commission for a recommendation to the City Council and to garner public input on the interim and potential future development standards.

Staff recommends that the City Council approve, by four-fifths (4/5) vote, an extension one (1) year to the Moratorium on the Establishment, Expansion, or Modification of Warehouse and Trucking Uses and Related Uses within the City of Lynwood adopted under Urgency Ordinance No.1758.

The extension will expire October 3, 2025 or upon the adoption of the new warehouse and trucking standards.

Fiscal Impact:

No Fiscal Impact to the General Fund
City Council City Council Regular Meeting 381
Urgency Ordinance - Second 1yr Extension of Moratorium on Warehouse and Trucking Uses - Final.docx
Coordinated With:

City Attorney's Office
ATTACHMENTS:

Description
City Council City Council Regular Meeting 382

Page 1 of 6 ends

ORDINANCE NO. _______
URGENCY ORDINANCE ______ OF THE CITY COUNCIL

OF THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES,

STATE OF CALIFORNIA FURTHER EXTENDING THE

MORATORIUM ON THE ESTABLISHMENT, EXPANSION,

OR MODIFICATION OF WAREHOUSE AND TRUCKING

USES AND RELATED USES WITHIN THE CITY OF

LYNWOOD
WHEREAS, Government Code Section 65858 expressly authorizes a general law city, in order to protect public health, safety, and welfare, to adopt an interim urgency ordinance prohibiting a use that is in conflict with a contemplated general plan, specific plan, or zoning proposal that its legislative body, planning commission, or planning department is considering or studying or intends to study within a reasonable time, provided that the urgency measure is adopted by a four-fifths vote of the legislative body, and have no further force and effect 45 days from its adoption, unless thereafter duly extended by further legislative action; and
WHEREAS, Government Code Section 36937(b) expressly authorizes the City Council to enact urgency ordinances, which take effect immediately upon introduction, for the immediate preservation of the public peace, health, or safety, containing a declaration of the facts constituting the urgency, and which must be passed by a four- fifths vote of the City Council; and
WHEREAS, the City of Lynwood (“City”) has continuing concerns regarding a potential increase in commercial manufacturing/industrial uses within neighboring communities due to the growing economy and lack of vacant, developable land, particularly warehouses, distribution centers, and truck storage facilities (collectively “Warehouse and Trucking Use(s)”), which include any use for the conduct, business, or management of warehousing, storing, freight forwarding, handling, parking, carrier leasing, keeping inventory, distribution activities and/or transporting of any shipping containers and/or trailers; and
WHEREAS, the United States Environmental Protection Agency(“EPA”), in a 2014 Frequently Asked Questions sheet (EPA-420-F-14-044) (“EPA FAQ”) notes that “[P]eople who live, work, or attend school near major roads appear to have an increased incidence and severity of health problems that may be related to air pollution from roadway traffic.

Health effects that have been associated with proximity to roads include asthma onset and aggravation, cardiovascular disease, reduced lung function, impaired lung development in children, pre-term and low-birthweight infants, childhood leukemia, and premature death. Other than air pollution, road noise may also play a role in the health problems associated with roadway exposure”; and
WHEREAS, the California Department of Justice’s (“CA DOJ”) 2022 update to its ”Warehouse Projects: Best Practices and Mitigation Measures to Comply with the California Environmental Quality Act” notes that:
 “Emissions of air pollutants and greenhouse gases are often among the most substantial environmental impacts from new warehouse facilities” (Section V, pg. 7); and
 “The noise associated with logistics facilities can be among their most intrusive impacts to nearby sensitive receptors. Various sources, such as unloading activity, diesel truck movement, and rooftop air conditioning units, can contribute substantial noise pollution. These impacts are exacerbated by logistics facilities’ typical 24-hour, seven-days-per-week operation” (Section VI, pg. 10); and  “Warehouse facilities inevitably bring truck and passenger car traffic. Truck traffic can present substantial safety issues. Collisions with heavy-duty trucks are especially dangerous for passenger cars, motorcycles, bicycles, and pedestrians. 383

Page 2 of 6 ends

These concerns can be even greater if truck traffic passes through residential areas, school zones, or other places where pedestrians are common and extra caution is warranted” (Section VII, pg. 11); and
WHEREAS, with the lack of available industrial warehouse storage space in the region, the City has experienced an increase in Warehouse and Trucking Uses, and the residents and businesses within the City have faced an increase of truck traffic, resulting in the following current and immediate threats to the public health, safety, and welfare of its citizens:
 Increased safety risk for smaller vehicles, pedestrians, and bicyclists;  Damage to City streets, streetlights, traffic signal equipment, signs, trees, curbs, medians, etc.;
 Traffic congestion and reduced levels of service on streets and at intersections;  Increase in air pollution, noise, and vibrations when travelling on the roadways next to residential areas and educational uses; and
WHEREAS, on September 19, 2023, the City adopted Urgency Ordinance No. 1758 implementing a forty-five (45) moratorium on Warehouse and Trucking Uses and related uses (“Moratorium”) for any application which had not been deemed complete as of September 12, 2023, to study existing Warehouse and Trucking Use regulations and developments to determine the potential adverse impacts on the environment, and develop policies, guidelines and regulations related to such uses; and WHEREAS, on October 17, 2023, the City Council conducted a public hearing and adopted Ordinance No. 1758 extending the Moratorium for an additional ten (10) months and fifteen (15) days pursuant to California Government Code Section 65858; and
WHEREAS, the City needs additional time to study and develop policy guidance to ensure there is a logical relationship between the placement of Warehouse and Trucking Uses and available truck routes to avoid the deleterious effects of routing trucks past sensitive uses; update the Lynwood Municipal Code to further address the potential side effects of Warehouse and Trucking Uses to ensure that they are properly regulated within the City; address truck yards, and associated buildings, queuing, stacking, loading, unloading and parking of trucks; and study existing Warehouse and Trucking Use regulations and developments to determine the potential adverse impacts on the environment, traffic, aesthetics, and visual quality of properties within the City, and to make recommendations on appropriate alternative regulations for Warehouse and Trucking Uses within the City; and
WHEREAS, the expiration of the Moratorium would result in the continuing threat to public health, safety, or welfare, and by extending the Moratorium, City can continue to mitigate the threat of health and safety caused by Warehouse and Trucking Uses until the City can implement the proper controls to mitigate any negative or harmful effects associated with such uses; and
WHEREAS, on November 19, 2024, the City Council receive and filed a report per Government Code Section 65858(d) describing the measures taken to alleviate the condition which led to the adoption of the Moratorium; and WHEREAS, the City desires to the extend the Moratorium for one (1) additional year pursuant to the notice and hearing requirements of Government Code Section 65858(a); and
WHEREAS, on November 19, 2024, a public notice was published in the Lynwood Press Wave describing the City’s intent to extend the existing Moratorium, and the duly noticed public hearing was held on November 19, 2024; and NOW, THEREFORE, BE IT ORDAINEDby the City Council of the City of Lynwood as follows:
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SECTION 1: The facts set forth in the recitals of this Urgency Ordinance are true and correct, and incorporated into this Urgency Ordinance as substantive findings.

SECTION 2: Urgency Ordinance No. ____ was adopted as an interim urgency measure pursuant to Government Code Section 65858 for the immediate preservation of the public health, safety, and welfare, and is adopted and justified based on the findings of the City Council described in the recitals, agenda report and exhibits, and findings of Urgency Ordinance No. ____, which are hereby incorporated herein as the City’s findings.

SECTION 3: Facts Constituting Urgency . Based on the facts included in the above recitals and agenda staff report associated with this Urgency Ordinance No. ____, the City Council finds that the adoption of this Urgency Ordinance extending the Moratorium on the establishment, expansion, or modification of Warehouse and Trucking Uses, and related uses for an additional one (1) year is necessary to protect the public safety, health, and welfare of the general public. The EPA and CA DOJ have both noted the severe potential impacts an increase in Warehouses and Trucking uses can have on the volume of traffic and the potential environmental and health impacts associated with such increases in traffic. Such impacts are a current and immediate threat to the public health, safety, and welfare of the community and the extension of the Moratorium on the establishment, expansion, or modification of Warehouse and Trucking Uses, and related uses within the City of Lynwood is necessary to mitigate such threats to the community’s health, safety and welfare.

SECTION 4: The City Council finds that the continued growth of Warehouse and Trucking Uses and related uses in the City may be in conflict with the City’s General Plan in the following manner:
 Circulation Plan Policy CIR-1.3 to “preserve the quality of residential neighborhoods by…discouraging the flow of truck traffic and through traffic in these areas” including Implementation Measure 7.0 requiring that new developments be adequately served by road of adequate design standards and capacity to provide reasonable access by car, truck, transit, or bicycle, and Implementation Measure

14.0 establish and enforce weight restrictions where necessary on routes traversing through residential neighborhoods; and
 Noise Plan Policy NOI-1.1 to prohibit the development of new commercial, industrial, or other noise-generating land uses adjacent to existing residential uses and sensitive noise receptors exceeding 65 dBA.
 Air Quality Plan Policy AQ-1.1 to ensure to the extent practical that air quality mitigation measures are incorporated into residential, commercial and industrial projects, including Implementation Measure 2.0 to use low emission vehicles and reschedule truck deliveries to off-peak hours.

SECTION 5: Effective immediately upon the adoption of this Ordinance No. ____, the Moratorium shall be extended for an additional one (1) year, and the City shall not approve the establishment, expansion, or modification of Warehouse and Trucking Uses and related uses within the City of Lynwood for any application which has not been deemed complete as of September 12, 2025.

SECTION 6: Definitions and Moratorium.

A. Definitions. For the purpose of this Urgency Ordinance:
“Warehouse and Trucking Uses” shall mean Warehouses, distribution centers, distribution plants, Trucking Storage Facilities and shall include any related use for the conduct, business, or management of warehousing, storing, freight forwarding, handling, parking, carrier leasing, keeping inventory, distribution activities and/or transporting of any shipping containers and/or trailers. “Warehouses” shall mean any use for the conduct, business, or management of warehousing, storing, safekeeping, freight forwarding, handling, keeping 385

Page 4 of 6 ends

inventory, and/or distribution activities for any product or component, including but not limited to goods, wares, consumer products, materials, or merchandise, partially or wholly within an enclosed space, building, or other structure. “Trucking Storage Facilities” shall mean any use for the conduct, business or management of storing, placing, temporary parking, carrier leasing, and/or transporting of any shipping containers and/or trailers.

B. Moratorium. The moratorium established by Urgency Ordinance No. ____ is hereby extended by an additional one (1) year prohibiting the approval of any application for the establishment, expansion, or modification of Warehouse and Trucking Uses, and related uses within the City of Lynwood for any application which has not been deemed complete as of September 12, 2023.

C. Exceptions. The Moratorium shall not prohibit any of the following:

1. The annual renewal of an existing business license, any permits necessary for the routine maintenance or repair of a building or site, or any permit necessary for required repairs due to an emergency or to protect the public health, safety, and welfare.

2. Tenant improvements within an existing building, provided the tenant improvements would not otherwise be considered an expansion or intensification of the building or use as determined by the Director of Community Development.

3. Any new or renewed lease agreement that does not conflict with the intent of this Urgency Ordinance.

SECTION 7: Authority. This Urgency Ordinance is enacted pursuant to Government Code sections 65858 and 36937, the City of Lynwood’s general police powers, and Article XI of the California Constitution.

SECTION 8: CEQA. Pursuant to Section 15378(b)(5) of the California Environmental Quality Act (CEQA) Guidelines, this Urgency Ordinance is an organizational or administrative activity of the City that will not result in direct or indirect physical changes in the environment, and therefore not a project. Additionally, pursuant to CEQA Guidelines section 15061(b)(3), this Urgency Ordinance is exempt from CEQA review because there is no possibility that the Moratorium may have a significant effect on the environment, insofar as it prohibits the construction of or alterations to, truck parking or logistics facilities within the City.

Furthermore, even if the Urgency Ordinance is considered a project, the proposed moratorium is categorically exempt under CEQA Guidelines Section 15308, because it is clear that the Moratorium will not create an environmental impact and the action will assure the maintenance, enhancement, or protection of the environment through the eventual adoption of regulations and development standards on truck parking or logistics facilities.

Accordingly, no further environmental review is necessary.

SECTION 9: Severability. If any section, subsection, sentence clause or phrase or word of this Urgency Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity of the remaining portions of this Urgency Ordinance. The City Council declares that it would have passed this Urgency Ordinance and each and every section, subsection, sentence clause or phrase or word not declared invalid or unconstitutional without regard to any such decision or preemptive legislation.

SECTION 10: Effective Date. This Urgency Ordinance shall become effective immediately upon adoption by a four-fifths (4/5) vote of the City Council pursuant to California Government Code Sections 36937(b) and 65858(a) and shall be in effect for an additional one (1) year.
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SECTION 11: Adoption. The City Clerk shall certify to the adoption of this Urgency Ordinance and cause the same to be published or posted according to law.

PASSED, APPROVED AND ADOPTED this 19th day of November 2024. _______________________________
José Luis Solache, Mayor
ATTEST:
________________________ _______________________________ Maria Quiñonez, City Clerk Julian Lee, Interim City Manager

APPROVED AS TO FORM
__________________________
Noel Tapia, City Attorney
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STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Urgency Ordinance was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 19th day of November 2024, and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________________
Maria Quiñonez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of the Urgency Ordinance No. ______________ on file in my office and that said Ordinance was adopted on the date and the vote therein stated. Date this 19th day of November 2024. ___________________________________
Maria Quiñonez, City Clerk
388

AGENDA STAFF REPORT

DATE:

November 19, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Julian Lee, Interim City Manager
PREPARED BY:

Harry Wong, Director of Finance and Administration
Natalia Lo, Senior Accountant
SUBJECT:

APPROVE ENTERPRISE RESOURCES PLANNING (ERP) /

INTEGRATED FINANCIAL MANAGEMENT SYSTEM'S VENDOR

SELECTION AND AUTHORIZE MAYOR TO SIGN ERP VENDOR

AGREEMENT
Agenda Item # 9.8.

Recommendation:

Staff recommends that the City Council approve the attached resolution, titled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE

PROFESSIONAL SERVICE AGREEMENT WITH SPRINGBROOK HOLDING COMPANY,

LLC, FOR THE IMPLEMENTATION AND SUBSCRIPTION SERVICES OF AN ENTERPRISE RESOURCE PLANNING (ERP)/ INTEGRATED FINANCIAL MANAGEMENT SYSTEM.” Background:

The City’s current Eden Enterprise Resources Planning (ERP)/Integrated Financial Management System which is owned by Tyler Technologies, Inc. (or “Tyler”), was implemented approximately 17 years ago and has many limitations, especially with regards to its auditing, cloud processing and storage capabilities.

In February 2022, Tyler has informed the City that the Eden financial management system will sunset on March 1, 2027. In addition, in September 2023, Tyler further informed the City that it will continue to support the Eden system only through the end of calendar year 2026, and confirmed that the Eden system will officially sunset on March 1, 2027. Without an ERP system, the City would not be able to efficiently and effectively run its operations.

City Council City Council Regular Meeting 389
Discussion and Analysis:

Systems on the market today, known as ERP or Integrated Financial Management software, incorporate all data processing modules into one linked system which includes modules for budgeting, financial accounting, payroll, human resources, purchasing, accounts receivable, utility billing and project management. By combining all data processing into one comprehensive ERP package, operating efficiencies and accuracy are vastly improved.

RFP Responses

Staff posted a Request for Proposal (RFP) for an ERP/Integrated Financial Management System on April 9, 2024. By the submission deadline of May 16, 2024, we received proposals from the following companies:

1 .

Oracle NetSuite – Origin*
2 .

Springbrook
3 .

Tyler Munis

*The Oracle NetSuite system does not have its own utility billing module, so it jointly bid for the ERP project with Origin, a utility billing specialty software

Vendor Selection

A selection panel was formed, consisting of representatives from the Finance and Administration, Information Technology, City Manager’s office, Human Resources and Risk Management, Community Development, Public Works, and Recreation & Community Services departments and was led by the Director of Finance & Administration and Senior Accountant.

After careful evaluation of the written proposals, bidder qualification and experience, software features, discussion and review of the scoring sheets, the Selection Panel have scored and ranked the three bidders. Scoring is based on bidders’ first 5-year total pricing, reference checks, software demonstration, and the functionalities and usefulness of each of the following modules:

Budgeting
Contracting, PO, and A/P
City Council City Council Regular Meeting 390
Utility Billing, Miscellaneous Billing and A/R
Cashiering and Cash Management
Human Capital Management (HR) & Payroll
General Ledger, General Accounting
Grant Accounting & Project Accounting
Other optional modules (e.g., Capital Asset, Debt Management, Business License, Permitting, etc.)

After reviewing the submitted proposals, staff completed the ranking of the three ERP vendors are as follows:

Proposers
Original Total Proposed 5-Year Cost
(
implementation
and first 5 years’ subscriptions)
1 .

Tyler Munis $2,396,709
2 .

Springbrook $ 739,142 3 .

Oracle NetSuite – Origin $1,799,243

Prior to presenting the staff ranking to the Finance Committee, staff went back to all three proposers to obtain their best and final pricing. All three proposers have lowered their proposal prices, and staff presented the ranking and the final proposed implementation and subscription costs to the Finance Committee on October 23, 2024. Since all three ERP systems have all required modules for the City’s operation, the Finance Committee’s recommended staff to award and negotiate the contract with the lowest responsive bidder, Springbrook.

Finalist Highlights

Springbrook is specialized for small to mid-sized local government agencies. It has had experience migrating other Tyler Eden customers. Springbrook’s dashboard is easy to follow.

It seems to display a good balance between functionality and user friendliness. Springbrook understands the City of Lynwood’s needs as described in the RFP and is committed to a timely system delivery, installation, training, application software, conversion, documentation, and support. The modules that will be purchased are the following:

Phase I
Core Modules
City Council City Council Regular Meeting 391
Finance Suite
Core Financials – General Ledger, Financial Accounting & Reporting Purchase Orders
Accounts Receivable
Utility Billing
Optional Modules
Fixed Assets
Advanced Budgeting
Project Management

Phase II
Core Modules
Human Resources Management
Employee Self Services
Payroll

Springbrook will deliver and support this comprehensive, fully functional integrated Financial Management System for the City of Lynwood according to a contract agreement.

Springbrook will provide training and assistance on the software in a classroom setting in order for users to accomplish their day-to-day work requirements. Staff will also be tested for familiarity and retention of the training to determine whether re-training is necessary or if advanced training can commence.

The overall investment for the projects first 5 years’ implementation and subscription costs, including hardware, software, training and transition, is estimated at $890,000, which includes estimated implementation cost of $161,568, first five years’ software subscription costs of $483,726, and ERP consultation and support costs of $244,706. Of the total project cost of $890,000, $253,000 would be requested for during the Fiscal Year (FY) 2024-25 Mid-Year budget review, as staff plan to start Phase I of the Springbrook ERP implementation in January 2025.

Next Steps

Staff is currently working with the City’s Attorney’s office to prepare a professional service agreement with Springbrook Holding Company, LLC, and will commence negotiations upon City Council City Council Regular Meeting 392
Council’s approval. Mayor is authorized to execute the said agreement with Springbrook Holding Company, LLC, upon City Manager’s negotiation and City Attorney’s legal review.

Fiscal Impact:

The overall fiscal impact of this project for the first five years is at approximately $890,000, which would be funded 60% with the general fund and 40% with the water and sewer funds.

The breakdown of the costs is as follows:

Springbrook ERP financial software
applications, licensing, data conversion,
training
$161,568
Springbrook’s first 5-years’ annual subscription
costs with annual raises for years 2-5 at ~7%
per annum
$483,726
Springbrook’s final proposal pricing for years 1-
5 $645,294

Consulting and support
$244,706

5-YEAR TOTAL COST ESTIMATE
$890,000

Initial budget appropriation of $253,000 for the initial implementation, subscription and consultation costs will be requested during the FY 2024-25 Mid-Year budget review.

Coordinated With:

City Manager’s Office
City Attorney’s Office
Department of Information Technology
Department of Human Resources and Risk Management
Department of Community Development
City Council City Council Regular Meeting 393
Resolution_-_ERP_FMS_Selection__Resolution.docx
Department of Public Works
Department of Recreation & Community Services

ATTACHMENTS:

Description
City Council City Council Regular Meeting 394
1 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD

AUTHORIZING THE PROFESSIONAL SERVICE AGREEMENT WITH

SPRINGBROOK HOLDING COMPANY, LLC, FOR THE

IMPLEMENTATION AND SUBSCRIPTION SERVICES OF AN

ENTERPRISE RESOURCES PLANNING (ERP)/ INTEGRATED

FINANCIAL MANAGEMENT SYSTEM, AUTHORIZING THE CITY

MANAGER TO NEGOTIATE THE SAID AGREEMENT, AND

AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
WHEREAS, the City of Lynwood’s current Integrated Financial Management System was implemented approximately 17 years ago in an arcane programming language; and
WHEREAS, the current system has many limitations, especially with regards to its auditing, cloud processing and storage capabilities; and WHEREAS, in February 2022, Tyler Technologies, Inc. has emailed and informed the City that the Eden financial management system will sunset March 1, 2027; and WHEREAS, in order to address the sunsetting of Eden financial management system, a request for proposal (RFP) for a new enterprise resources planning (ERP)/integrated financial management system was issued on April 9, 2024; and WHEREAS, three proposals were received by RFP submission deadline, May 16, 2024; and
WHEREAS, staff has performed a rigorous selection process to determine the best vendor for the City of Lynwood, and presented the staff ranking to the Finance Committee for consideration on October 23, 2024. The Finance Committee has recommended awarding the contract to the lowest responsive bid, Springbrook; and WHEREAS, the total estimated project expenditure has a total cost of $890,000, including $645,294 contract cost to Springbrook Holding Company, Inc, and $244,706 ERP consulting and support costs; and
WHEREAS, The City’s FY 2024-25 mid-year budget shall incorporate an initial budget appropriation of $253,000 for the implementation, subscription and consultation costs of the project. Budget appropriation shall be allocated to the following funds: Project Management Fund - $151,800, Water Fund – $50,600, Sewer Fund - $50,600. 395
1 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS:

Section 2. That the City Manager is authorized to negotiate and execute a professional service agreement with Springbrook Holding Company, LLC, for an ERP/integrated financial management system in a form approved by the City Attorney.

Section 3. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 4. This Resolution shall take effect immediately upon its adoption.

Section 5. The City Clerk shall certify as to the adoption of this Resolution and hereafter the same shall be in full force and effect.
(Signatures on Next Page)
396
3 PASSED, APPROVED and ADOPTED this 19th day of November 2024.

Jose Luis Solache
Mayor
ATTEST:

Maria Quiñónez Julian Lee
City Clerk Interim City Manager
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

Noel Tapia Harry Wong
City Attorney Director of Finance & Administration
397
4 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 19th day of November 2024, and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:

Maria Quiñónez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true, and correct copy of Resolution No. on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 19th day of November 2024.

Maria Quiñónez, City Clerk
398

Lynwood City CouncilNovember 19, 2024

Lynwood City Council
November 19, 2024