Norwalk City Council
November 21, 2023

AGENDA

CITY COUNCIL
NOVEMBER 21, 2023
UNT
IL FURTHER NOTICE, MEETINGS WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF ASSEMBLY BILL 361,

WHICH ALLOWS COUNCIL MEMBERS TO PARTICIPATE FROM A REMOTE LOCATION WITHOUT LISTING A PHYSICAL LOCATION. TO PROVIDE COMMENTS DURING A MEETING: YOU MAY ATTEND T HE MEETING, SEND AN EMAIL TO:
[email protected], OR JOIN THE ZOOM MEETING BY CALLING: (669) 900-6833 OR USING THE ZOOM APP WITH THE FOLLOWING LINK: https://us02web.z oom.us/j/7095732685; MEETING ID: 709 573 2685. THE MEETING MAY BE VIEWED THROUGH ZOOM, FIOS CHANNEL 32 OR CHARTER CHANNEL 3, OR ON THE CITY'S WEBPAGE AT:
https://www.norwalk.org/city-hall/meeting-agendas-393.

CLOSED SESSION MEETING
5:00 PM

REGULAR MEETING
6:00 PM

NORWALK CITY HALL/COUNCIL CHAMBERS AND VIA VIDEOCONFERENCE Ana Valencia, Mayor
Margarita L. Rios, Vice Mayor
Tony Ayala, Councilmember
Jennifer Perez, Councilmember
Rick Ramirez, Councilmember
Public Comment: The public is encouraged to address City Council on any matter listed on the agenda or on any other matter within its jurisdiction subject to the rules of decorum described in Section 2.08.020 of the Norwalk Municipal Code. If you wish to address City Council, please complete the card that is provided at the rear entrance to Council Chambers and hand the card to the Sergeant at Arms.

City Council will hear public comment on items listed on the agenda during discussion of the matter and prior to a vote. City Council will hear public comment on matters not listed on the agenda during the Oral Communications period.

P
ursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

P
lease adhere to the following procedures when addressing the City Council:
♦ Comments should be limited to 3 minutes or less.
♦ Comments should be directed to the City Council as a whole and not directed to individual Councilmembers.

A
mericans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s department, (562) 929-5720. Assisted listening devices are available at this meeting. Ask the City Clerk if you desire to use this device. Upon request, the agenda and documents in the agenda packet can be made available in appropriate alternative formats to persons with a disability. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

N
ote: Any writings and/or documents provided to a majority of the City Council regarding any item on this agenda after it has been posted will also be made available for public inspection.

W
ritings and/or documents are available for inspection in the City Clerk’s Department, City Hall, 12700 Norwalk Boulevard dur ing regular business hours, 8:00 a.m. to 6:00 p.m., Monday – Thursday and 8:00 a.m. to 5:00 p.m., every other Friday; telephone (562) 929-5720. You may also contact the City Clerk via e-mail at [email protected].

City Council, November 21, 2023 Page 2 of 5
CLOSED SESSION MEETING – 5:00 PM

CALL TO ORDER
Mayor Valencia

ROLL CALL
Theresa Devoy, CMC
City Clerk

ORAL COMMUNICATIONS FOR CLOSED SESSION MATTERS

CLOSED SESSION
I. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE §54956.9(d)(1): City of Norwalk vs. City of Cerritos, et al., Case Number 22STCV33737.

II. CONFERENCE WITH REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT CODE §54956.8 – Norwalk Municipal Water System - Artesia Service Area; Negotiating Parties: Jesus M. Gomez, City Manager, on behalf of the City and to be determined; Under Negotiation: Price and Terms of Payment.

III. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION PURSUANT TO GOVERNMENT CODE 54956.9(d)(2) – significant exposure to litigation in one case.

RECESS
REGULAR MEETING – 6:00 PM

CALL TO ORDER
Mayor Valencia

INVOCATION
Dr. George Bojorquez
New Creation Church of Norwalk

FLAG SALUTE
Evie Gomez
Norwalk High School

ROLL CALL
Theresa Devoy, CMC
City Clerk

CLOSED SESSION REPORT
City Council, November 21, 2023 Page 3 of 5

CITY COUNCIL COMMENTS
a. Report of City Council Travel

SPECIAL PRESENTATIONS
I. Check Presentation from Lions Club to Norwalk Youth and Family Services.

CITY MANAGER COMMENTS

1. Flashvote announcement.

2. Red Ribbon Week Recap video.

3. Citizen Academy Recap video.

4. Veterans Day Ceremony Recap video.

5. Bi-Weekly Review.

CONSENT CALENDAR
Consent calendar items are considered routine matters which may be enacted by one motion and roll call vote.

Any item may be removed from the consent calendar and considered separately by City Council.

1. WAIVE READING IN FULL OF ALL ORDINANCES ON THE AGENDA

STAFF RECOMMENDS CITY COUNCIL WAIVE READING IN FULL OF ALL ORDINANCES ON THE

AGENDA AND DECLARE THAT SAID TITLES WHICH APPEAR ON THE PUBLIC AGENDA SHALL BE DETERMINED TO HAVE BEEN READ BY TITLE AND FURTHER READING WAIVED.

2. MEETING MINUTES

STAFF RECOMMENDS CITY COUNCIL APPROVE THE MINUTES OF THE MEETING OF NOVEMBER 7, 2023. 825-04

3. PAYROLL FOR THE PERIOD OCTOBER 29, 2023 – NOVEMBER 11, 2023 Staff recommends City Counc il approve gross payroll in the amount of $1,204,506.42; the payroll check numbers 38032 - 38037 and the voucher numbers 325262 – 325757 in the total net amount of $894,422.17 for the pay period October 29, 2023 – November 11, 2023.

4. COMMERCIAL DEMANDS
STAFF RECOMMENDS CITY COUNCIL APPROVE THE WARRANT REGISTER PERIOD NOVEMBER 1, THROUGH NOVEMBER 13, 2023, IN THE TOTAL AMOUNT OF $1,566,480.25. 640

5. CLAIMS AGAINST THE CITY
Staff recommends City Council deny the claims filed by Gary Granados and Cruz Valdez..

6. PLANNING COMMISSION SYNOPSIS - NOVEMBER 8, 2023
No action is required unless the City Council elects to review the decision of the Planning Commission on the items where the Commission’s action was final.

City Council, November 21, 2023 Page 4 of 5

7. ORDINANCE NO. 23 -1744 – ZONING TEXT AMEN DMENT NO. 2023 -01 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL CODE AS IT RELATES TO THE AUTOMOBILE PARKING ZONE AND ORDINANCE NO. 23-1745 - ZONE CHANGE NO. 2023-01 TO REMOVE ZONING

DESIGNATION AUTOMOBILE PARKING ZONE FROM THE ZONING MAP Staff recommends City Council adopt Ordinance No. 23 -1744, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE RELATED TO THE REMOVAL OF THE AUTOMOBILE PARKING ZONE THROUGHOUT THE CITY and Ordinance No. 23 - 1745, AN ORDINANCE OF THE CITY OF NORWALK SETTING FORTH ITS FINDINGS OF FACTS AND DECISION APPROVING ZONE CHANGE NO. 2023-01.

8. ORDINANCE NO. 23 -1746 – ZONING TEXT AMEN DMENT NO. 2023 -02 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL CODE TO STREAM LINE THE PRECISE

DEVELOPMENT PLAN PROCESS
Staff recommends City Council adopt Ordinance No. 23 -1746, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE AUTHORIZING THE

COMMUNITY DEVELOPMENT DIRECTOR TO INITIATE AND MAKE DECISIONS ON PRECISE DEVELOPMENT PLAN APPLICATIONS.

9. AUTHORIZATION TO SUB MIT ANNUAL SHORT RAN GE TRANSIT PLAN FOR FISCAL YEARS 2024 - 2026
Staff recommends City Council receive and file the Triennial Short Range Transit Plan, and authorize the Executive Director of Regional Transportation to submit the updated Short Range Transit Plan to Los Angeles County Metropolitan Transportation Authority.

10. AGREEMENT - CITYWIDE FISCAL YEAR 2023/24 PAVEMENT MANAGEMENT PROGRAM UPDATE Staff recommends City Council award a contract to Bucknam Infrastructure Group, Inc., in the amount of $59,840 for Professional Engineering Services for Fiscal Year 2023/24 Pavement Management System Update; and authorize the City Manager to execute the agreement and any amendments within his signing authority, provided there is funding in the budget, on behalf of the City, in a form approved by the City Attorney.

APPOINTMENTS

11. ADVISORY BODY APPOINTMENTS
Staff recommends City Council make appointments to fill the vacancies on the various Advisory Bodies for two-year terms expiring on December 31, 2024.

ORDINANCE AND RESOLUTIONS

12. RESOLUTION NO. 23-70 – MAKING FINDINGS UNDER SURPLUS LAND ACT AND APPROVING THE PURCHASE AND SALE OF REAL PROPERTY LOCATED AT 12843 NORWALK BOULEVARD Staff recommends City Council adopt Resolution No. 23-70, Making Findings Under Surplus Land Act and Approving the Purchase and Sale of Real Property Located at 12843 Norwalk Boulevard.

REPORTS

13. RESOLUTION NO. 23-69 - APPROVING A SALE AND PURCHASE AGREEMENT FOR THE SALE OF

THE ARTESIA SERVICE AREA AND RELATED ASSETS OF THE NORWALK M UNICIPAL WATER SYSTEM
Staff recommends City Council adopt Resolution No. 23-69, A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF NORWALK, FINDING THAT REQUIREMENTS PURSUANT TO CALIFORNIA PUBLIC UTILITIES CODE SECTION 10061 FOR THE SALE OF THE CITY OF NORWALK’S ARTESIA SER VICE

AREA WATER SYSTEM AND RELATED ASSETS LOCATED OUTSIDE OF ITS BOUNDARIES, HAVE BEEN MET AND APPROVAL OF THE SALE, for the purchase price of $5,250,000.

City Council, November 21, 2023 Page 5 of 5

14. JANUARY 2024 MEETING SCHEDULE
Staff recommends City Council either:
a. authorize canceling the January 2, 2024 meeting and hold one regularly scheduled meeting on January 16, 2024; or
b. direct staff to take the appropriate steps to hold two meetings on January 16 and 30, 2024.

15. EMPLOYEE MENTAL HEAL TH BREAK – CLOSURE O F SOME CITY OPERATIO NS FROM DECEMBER 26 TO DECEMBER 29, 2023
Staff recommends City Council approve:
a. the allocation of 35 hours of Mental Health Break to full -time employees and 12 hours of Mental Health Break to part-time employees; and
b. the closure of City Hall and other City facilities from December 26 to December 29, 2023, with the exception of some essential City services in the Public Safety, Public Services, Transportation, Recreation, and Social Services Departments.

ORAL COMMUNICATIONS

ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated November 17, 2023.

Theresa Devoy, CMC
City Clerk
20231107

825-04

MINUTES OF THE CLOSED SESSION AND REGULAR MEETINGS

NORWALK CITY COUNCIL

NORWALK, CALIFORNIA
NOVEMBER 7, 2023

CLOSED SESSION MEETING

Vice Mayor Rios called the hybrid meeting to order at 5:05 p.m. in the Council Chambers, Norwalk City Hall, 12700 Norwalk Boulevard, Norwalk, California, and via videoconference pursuant to Assembly Bill 361. Responding to roll call in person were Councilmembers Ayala, Perez, and Ramirez . Vice Mayor Rios via videoconference.

Mayor Valencia arrived after roll call. Also present were Jesus M. Gomez, City Manager; Arnold M. Alvarez, City Attorney; and Theresa Devoy, City Clerk.

ORAL COMMUNICATIONS FOR CLOSED SESSION MATTERS

There were no persons wishing to address City Council on the matters to be discussed in closed session.

CLOSED SESSION

The City Attorney indicated that a need arose after the posting of the agenda to discuss:

CONFERENCE WITH LEGAL COUNSEL – ANTCIPATED LITIGATION PURSUANT TO

GOVERNMENT CODE 54956.9(d)(2) - significant exposure to litigation in one case Vice Mayor Rios moved and Councilmember Perez seconded to add the item to the Closed Session agenda. MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE:

AYES: Councilmembers Ayala, Perez, and Ramirez, and Vice Mayor Rios NOES: None
ABSENT: Mayor Valencia

City Council immediately convened to closed session for discussion on the following matters and the added item:

I. CONFERENCE WITH REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT CODE §54956.8: Property: Assessor Parcel Number 8047- 006- 925; Negotiating Parties: Jesus M. Gomez, City Manager, on behalf of the City and Arturo Sneider, Primestor Development, Inc.; Under Negotiation; Price and Terms of Payment.

II. CONFERENCE WITH REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT CODE §54956.8: Property: Front Street properties, Assessor Property Numbers 8056- 015-014, 8056- 015-016, 8056- 015-900 and 8056- 015- 901; Negotiating Parties: Jesus M. Gomez, City Manager, on behalf of the City and Arturo Sneider, Primestor Development Inc.; Under Negotiation: Exchange Agreement.

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

2 III. CONFERENCE WITH REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT CODE §54956.8: Property: Assessor Parcel Number 8045- 008- 902 (California Youth Authority); Negotiating Parties: Jesus M. Gomez, City Manager, on behalf of the City and State of California; Under Negotiation; Price and Terms of Payment.

RECESS

City Council recessed at 5:58 p.m. pending the commencement of the regular meeting.

REGULAR MEETING

Mayor Valencia called the hybrid meeting to order at 6:11 p.m. in the Council Chambers, Norwalk City Hall, 12700 Norwalk Boulevard, Norwalk, California, and via videoconference pursuant to Assembly Bill 361. City Council was present in its entirety with Councilmembers Ayala, Perez, and Ramirez, Vice Mayor Rios and Mayor Valencia.

Also present were Jesus M. Gomez, City Manager; Arnold M. Alvarez, City Attorney; and Theresa Devoy, City Clerk.

The invocation was delivered by Miguel Martinez, First Baptist Church, followed by the flag salute, led by Emmanuel Salazar -Lira, Norwalk High School and his brother, Edwin Salazar-Lira.

CLOSED SESSION REPORT

The City Attorney indicated there was no reportable action taken on the matters discussed in closed session.

CITY COUNCIL COMMENTS

Councilmember Ramirez wished all a safe week; requested that at a future meeting, staff present a report discussing establishing a Veterans Commission. Councilmember Perez announced City newsletters have been distributed and invited the community to participate in activities being offered; encouraged giving back this holiday season; announced a Santa Sleigh volunteer meeting would be held November 16 at the Norwalk Transportation Center; and wished Councilmember Ayala a happ y b irthday.

Councilmember Ayala reported on his attendance at the Pet Adoption Showcase, thanking Parks and Recreation and Public Safety on the success of the event; and requested the meeting be adjourned in memory of Leola Mooney . Vice Mayor Rios reported on her attendance at the Senior Center Luncheon; the Ribbon Cutting at the Brows Design Studio, and thanked the Norwalk Chamber of Commerce for supporting Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

3 small businesses; she also shared that she attended the Public Safety Academy Graduation, the Norwalk-La Mirada Unified School District Migrant Education Program Closing Ceremony , and expressed gratitude toward the children expanding their knowledge and the volunteers who contribute to the communities' growth; and invited all to attend the Hermosillo Park Camera and Wi-Fi Ribbon Cutting November 20. Mayor Valencia recognized dignitaries in attendance ; reported on her attendance at Paint the Town Pink Paint Night, State of the City, St. Francis Episcopal Church and So-Cal Indian Church Annual International Festival, the Views Apartment Ribbon Cutting Ceremony, the Council of Governments Board of Directors Meeting, Los Alisos Middle School Dia de Los Muertos event; and the Norwalk Citizens A cademy graduation; commented on various meetings held with the City Manager regarding updates on City business, the Lions Club, and with City staff and Ivan Sulic, Field Deputy at Los Angeles County Board of Supervisors addressing concerns of rent control and stabilization; and invited all to attend the Veteran’s Day Tribute at City Hall, November 11.

SPECIAL PRESENTATIONS

City Council recognized the family of Hometown Hero Nathaniel Anthony Davalos.

City Council proclaimed November as Native American Heritage History Month.

City Council proclaimed November 25
th as Small Business Saturday.

The Lions Club presented checks to the Teen Alliance Program and the Santa Sleigh Foundation.

CITY MANAGER COMMENTS

Iso Nakasato, Director of Government Affairs provided an Athens Disposal update regarding services.

Mr. Gomez shared an update regarding New River Park issues.

Videos were shared highlighting the State of the City, The Views Apartments Ribbon Cutting, Halloween in Norwalk, and the “Bi-Weekly Review”.

CONSENT CALENDAR
Consent calendar items are considered routine matters which may be enacted by one motion and roll call vote. Councilmember Ramirez moved and Councilmember Perez seconded to approve the consent calendar as recommended. MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE:

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

4 AYES: Councilmembers Ayala, Perez, and Ramirez, Vice Mayor Rios and Mayor Valencia
NOES: None
ABSENT: None

WAIVED READING IN FULL OF ALL ORDINANCES ON THE AGENDA - City Council waived reading in full of all ordinances on the agenda and declared that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.

MEETING MINUTES

City Council approved the minutes of the meeting of October 17, 2023.

PAYROLL FOR THE PERIODS OCTOBER 1, 2023 – OCTOBER 14, 2023 AND OCTOBER 15, 2023 – OCTOBER 28, 2023

City Council approved:

a. gross payroll in the amount of $1,202,921.35; the payroll check numbers 38017 - 38024 and the voucher numbers 324277 – 324768, in the total net amount of $890,473.81 for the pay period October 1, 2023 – October 14, 2023; and

b. gross payroll in the amount of $1,173,671.89; the payroll check numbers 38025 – 38031 and the voucher numbers 324769 – 325261, in the total net amount of $874,774.84 for the pay period October 15, 2023 – October 28, 2023.

COMMERCIAL DEMANDS

City Council approved the warrant register period October 10, 2023 – October 30, 2023, in the total amount of $6,952,663.84.

CLAIMS AGAINST THE CITY

City Council denied the claims filed by Melanie Paz, Ayanna Smith, and Wawanesa Insurance on behalf of Armando Hidalgo.

PLANNING COMMISSION SYNOPSIS – OCTOBER 25, 2023

No action taken.

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

5 ORDINANCE NO. 23-1743 - ZONE CHANGE NO. 2022-05 - 13310 ROSECRANS AVENUE

City Council adopted Ordinance No. 23- 1743, AN ORDINANCE OF THE CITY OF

NORWALK SETTING FORTH ITS FINDINGS OF FACT AND DECISION APPROVING ZONE CHANGE NO. 2022-05 FOR 13310 ROSECRANS AVENUE.

PROJECT NO. 7928.1 - ACCEPT WORK FOR LOCAL STREETS REHABILITATION PROGRAM – PHASE 2 ZONE 8 (CONCRETE IMPROVEMENTS) – ENGINEERS REPORT 23-20

City Council accepted the work of CJ Concrete Construction in the amount of $1,204,623 for Project No. 7928.1 – Local Streets Rehabilitation Program – Phase 2 Zone 8 (Concrete Improvements).

AWARD OF CONTRACTS TO PROVIDE ON -CALL COMMUNITY DEVELOPMENT

CONSULTANT AND ADDITIONAL SERVICES

City Council approved agreements with 27 selected firms : 4LEAF, Inc., Bowman Infrastructure Engineers Ltd, Bureau Veritas North America, Inc., Chambers Group, Civic Solutions, CSG Consultants, Inc., De Novo Planning Group, EcoTierra Consulting Group, FirstCarbon Solutions, JWA Urban Consultants, Inc., Linscott, Law and Greenspan, Engineers, LRM Associates, Inc., LSA Associates, Inc., Michael Baker International, MIG, Inc., PlaceWorks, Psomas, Rincon Consultants, Inc., RKA Consulting, RS Construction Services, Inc., Sagecrest Planning+Environmnetal, Scott Fazekas and Associates, Inc., The Arroyo Group, The Code Group, Inc., Transtech Engineers, TRB and Associates; and Willdan Engineering, to provide on- call Community Development Consultant Services and additional services for a term of three years from the date of execution, in an amount not -to-exceed $150,000 depending on the services needed by each department annually for each firm; and authorized the City Manager to execute agreements and any amendments, provided there is funding in the budget and it is within the City Manager’s signing authority, on behalf of the City, in a form approved by the City Attorney.

RESOLUTION NO. 23-67 – BUDGET AMENDMENT AND PROFESSIONAL SERVICES AGREEMENT AMENDMENT FOR BUCKNAM AND ASSOCIATES INC. FOR

UTILITIES PROGRAM MANAGEMENT AND UTILITIES ENGINEERING SUPPORT

SERVICES

City Council:

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

6 a. adopted Resolution No. 23- 67, A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF NORWALK AUTHORIZING AN AMENDMENT TO THE FISCAL YEAR 2023/24 ADOPTED BUDGET TO APPROPRIATE AVAILABLE ENTERPRISE

FUNDS FOR PROFESSIONAL SERVICES FOR UTILITIES PROGRAM
MANAGEMENT AND UTILITIES ENGINEERING SUPPORT SERVICES, in the amount of $144,325; and

b. approved an amendment to the contract agreement with Bucknam and Associates Inc. to extend the agreement term to continue services through Fiscal Year 2025/26 with the option to extend the agreement one additional year, a contract value increase of $144,325, and authorized the City Manager to execute the amendment, provided there is funding in the budget, on behalf of the City, in a form approved by the City Attorney.

RESOLUTION NO. 23 -65 -– APPOINTING A MEMBER AND ALTERNATE TO THE

GOVERNING BOARD AND AGREEMENT WITH THE LOS ANGELES GATEWAY

REGION INTEGRATED REGIONAL WATER MANAGEMENT JOINT POWERS

AUTHORITY FOR COST SHARING FOR THE INSTALLATION OF MONITORING

EQUIPMENT AND MONITORING PURSUANT TO THE HARBOR TOXIC

POLLUTANTS TOTAL MAXIMUM DAILY LOADS

City Council:

a. adopted Resolution No. 23- 65, A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF NORWALK APPOINTING A MEMBER AND ALTERNATE TO THE LOS

ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER MANAGEMENT JOINT POWERS AUTHORITY GOVERNING BOARD; and

b. approved an amendment to the agreement with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority, for three additional years up to June 30, 2026, for an amount not -to-exceed $12,773.11, and authorized the City Manager to execute the agreement, provided there is funding in the budget, on behalf of the City, in a form approved by the City Attorney.

PROJECT NO. 7442 – RESOLUTION NO. 23-63 BUDGET AMENDMENT – CHANGE

ORDER AND AGREEMENT AMENDMENT FOR STEPHEN DORECK EQUIPMENT RENTALS, INC. FOR WATER MAIN REPLACEMENT ON PIONEER BOULEVARD FROM 160TH TO 166TH STREET

City Council:

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

7 a. adopted Resolution No. 23- 63, A RESO LUTION OF THE CITY COUNCIL OF THE

CITY OF NORWALK AUTHORIZING AN AMENDMENT TO THE FISCAL YEAR 2023/24 ADOPTED BUDGET TO APPROPRIATE AVAILABLE PROPOSITION C FUNDING TO PROJECT NO. 7442 - WATER MAIN REPLACEMENT ON PIONEER BOULEVARD FROM 160th TO 166th STREETS, in the amount of $1,001,500; and

b. authorized the City Manager to approve a change order and execute an amendment to the agreement, in the not-to-exceed amount of $1,001,500 for Project No. 7442 with Stephen Doreck Equipment Rentals, Inc., provided there is funding in the budget, on behalf of the City, in a form approved by the City Attorney.

APPOINTMENTS

ADVISORY BODY APPOINTMENTS

Mayor Valencia moved and Councilmember Ramirez seconded to re -appoint Don Valenzuela to the Parks and Recreation Commission.

MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE:

AYES: Councilmembers Ayala, Perez, and Ramirez, Vice Mayor Rios and Mayor Valencia
NOES: None
ABSENT: None

PUBLIC HEARINGS

*Councilmember Ramirez left the dais prior to the following item.

ORDINANCE NO. 23 -1744 – ZONING TEXT AMENDMENT NO. 2023 -01 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL CODE AS IT RELATES TO THE AUTOMOBILE PARKING ZONE AND ORDINANCE NO. 23-1745 - ZONE CHANGE NO. 2023 -01 TO REMOVE ZONING DESIGNATION AUTOMOBILE

PARKING ZONE FROM THE ZONING MAP

Mayor Valencia opened the public hearing to consider Ordinance No. 23-1744 for the Zoning Text Amendment No 2023- 01 to Amend Various Sections of Title 17 of the Norwalk Municipal Code. The City Clerk presented a report on the legal requisites for notice of hearing. Jill Anne Arabe, Development Services Manager provided a r eport.

Raymond Martinez and Irene Martinez spoke in favor of this matter, Mayor Valencia closed the public hearing. Councilmember Perez moved and Vice Mayor Rios seconded to:

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

8 a. introduce by title only Ordinance No. 23- 1744, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE

RELATED TO THE REMOVAL OF THE AUTOMOBILE PARKING ZONE
THROUGHOUT THE CITY, and schedule for adoption; and

b. introduce by title only Ordinance No. 23- 1745, AN ORDINANCE OF THE CITY OF

NORWALK SETTING FORTH ITS FINDINGS OF FACTS AND DECISION APPROVING ZONE CHANGE NO. 2023 -01, and schedule for adoption. MOTION CARRIED BY THE FOLLOING ROLL CALL VOTE:

AYES: Councilmembers Ayala, Perez, Vice Mayor Rios, and Mayor Valencia NOES: None
ABSENT: Councilmember Ramirez

*Vice Mayor Rios left the dais prior to the following item.

ORDINANCE NO. 23 -1746 – ZONING TEXT AMENDMENT NO. 2023 -02 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL CODE TO

STREAMLINE THE PRECISE DEVELOPMENT PLAN PROCESS

Mayor Valencia opened the public hearing to consider Ordinance No 23- 1746- Zoning Text Amendment No 2023 to Amend Various Sections of Title 17 of the Norwalk Municipal Code to Streamline the Precise Development Plan Process. The City Clerk presented a report on the legal requisites for notice of hearing. Ms. Arabe provided a report . There being no persons wishing to testify in this matter, Mayor Valenci a closed the public hearing. Councilmember Ayala moved and Councilmember Perez seconded to introduce by title only Ordinance No. 23- 1746, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE

AUTHORIZING THE COMMUNITY DEVELOPMENT DIRECTOR TO INITIATE AND MAKE DECISIONS ON PRECISE DEVELOPMENT PLAN APPLICATIONS, and schedule for adoption. MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE:

AYES: Councilmembers Ayala, Perez, and Mayor Valencia
NOES: None
ABSENT: Councilmember Ramirez and Vice Mayor Rios

*Vice Mayor Rios returned to the dais prior to the following item.

PUBLIC HEARING - RESOLUTION NO. 23 -68 – SUSTAINABILITY, ENERGY

EFFICIENCY AND INFRASTRUCTURE IMPROVEMENT PROJECT

Mayor Valencia opened the public hearing to consider Resolution No. 23- 68 Sustainability, Energy Efficiency and Infrastructure improvement project. The City Clerk presented a report on the legal requisites for notice of hearing. Mr. Gomez provided a Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

9 report. Katrina spoke on the matter; there being no other persons wishing to speak on the matter City Council discussion ensued. Scott Meinzen, Vice President and General Manager of Syserco Energy Solutions Inc., addressed concerns of warranties, longevity of the company, and equipment . Mayor Valenc ia closed the public hearing.

Councilmember Perez moved and Vice Mayor Rios seconded to:

a. adopt Resolution No. 23-68, A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF NORWALK MAKING FINDINGS PURSUANT TO GOVERNMENT CODE
SECTION 4217.12(A)(1) -(2) AND AUTHORIZING THE CITY MANAGER TO

FINALIZE NEGOTIATIONS THAT ARE IN THE BEST INTERESTS OF THE CITY

FOR AN ENERGY SERVICES CONTRACT WITH SYSERCO ENERGY
SOLUTIONS, INC. FOR THE ACQUISITION OF ENERGY CONSERVATION EQUIPMENT;

b. authorize the City Manager to begin the process to secure tax-exempt bond financing by private placement or public offering funding for the project; and

c. authorize the City Manager to prepare, execute, or record (cause to be recorded) any documents required under the project, on behalf of the City, in a form approved by the City Attorney.

MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE:

AYES: Councilmembers Ayala, Perez, Vice Mayor Rios, and Mayor Valencia NOES: None
ABSENT: Councilmember Ramirez

ORAL COMMUNICATIONS

Addressing City Council in person were Donald Valenzuela, Richard Legaspi, Richard Lambert, Joseph Trevizu, and Aida V. via videoconference.

ADJOURNMENT

There being no further business to come before City Council, the meeting was adjourned at 8:28 p.m., in memory of Leola Mooney.

Minutes of the Closed Session and Regular Meetings
Norwalk City Council
November 7, 2023

10 ____________________________

THERESA DEVOY, CMC

CITY CLERK
ATTEST:

____________________________

ANA VALENCIA
MAYOR
City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Jana Stuard, Director of Finance/City Treasurer
Moises Mata, Financial Analyst
SUBJECT: PAYROLL FOR THE PERIOD OCTOBER 29, 2023 – NOVEMBER 11, 2023 Background:

The City’s gross payroll cost for October 29, 2023 – November 11, 2023 totals $1,204,506.42.

Fiscal Impact:

N/A
Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council approve gross payroll in the amount of $1,204,506.42; the payroll check numbers 38032 - 38037 and the voucher numbers 325262 – 325757 in the total net amount of $894,422.17 for the pay period October 29, 2023 – November 11, 2023.

Attachments:

N/A

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
Item
Count
Vendor Name
Description
Check
Number
Check Total
1 ALICIA BEAS

RESERVATION REFUND
191743
$2,077.50
2 ANGEL GUERRERO
REPLACED REFUND CHECK 190749
191744
$500.00
3 BUENO GROUP INC

ONE WAYS REHAB PROGRAM
191745
$25,550.00
4 CJ CONCRETE CONSTRUCTION INC
RETENTION RELEASE/ PROJECT 7927
191747
$88,232.35
5 GOVCONNECTION INC

VMWARE PRO SOFTWARE
191748
$910.14
6 CUMMINS INC

CUMMINS SOFTWARE
191749
$1,203.94
7 SOUTHERN CA SECURITY CENTERS INC

LOCK & SECURITY SERVICESS
191750
$3,810.44
8 HONEYCOTT INC

INSECT/BEE REMOVAL
191751
$175.00
9 DOWNEY DOLPHINS SWIM CLUB INC

STINGRAYS SWIM COMPETITION FEE
191752
$253.50
10 ENDRUN TECHNOLOGIES LLC

HARDWARE SOFTWARE
191753
$1,405.68
11 THE ABY MANUFACTURING GROUP INC

SERGEANT BADGES
191754
$627.88
12 ADMINISTRATIVE SERVICES CO-OP

DIAL-A-RIDE SERVICES
191755
$2,987.36
13 GILLIG LLC

OEM PARTS
191756
$1,837.68
14 HANSON DISTRIBUTING COMPANY

SHOP SUPPLIES
191757
$110.10
15 I COPY INC

TECH INFRASTRUCTURE UPGRADE
191758
$212,072.70
16 JOE A GONSALVES & SON

LOBBYING FIRM SERVICES
191759
$2,420.00
17 JOHNSON CONTROLS US HOLDINGS INC

TRANSIT/PUBLIC SERVICES ALARM
191760
$2,288.14
18 COUNTY OF LA DEPT OF PUBLIC WORKS

INDUSTRIAL WASTE SERVICES FOR SEWER
191761
$3,808.23
19 LA COUNTY FIRE DEPARTMENT

HAZARDOUS MATERIAL PROGRAM
191762
$4,470.00
20 ISG LAS BRISIS LP

SECURITY DEPOSIT FEE
191763
$1,343.00
21 LU'S LIGHTHOUSE INC

OIL SAMPLE KITS
191764
$630.42
22 MICHELLE LOPES

UTILITY BILLING REFUND
191765
$500.00
23 MONIQUE QUANDT-COLLIER

UTILITY BILLING REFUND
191766
$114.76
24 JOE'S SWEEPING INC

SHOPPING CART RETRIEVAL
191767
$1,709.82
25 PATRICK HENDERSON

RESERVATION REFUND
191768
$900.00
26 ROBERT THEODORE DRIESLEIN

STATE OF THE CITY SERVICES
191769
$381.47
27 R & R FIRE PROTECTION

VEHICLE FIRE EXTINGUISHER TESTING
191770
$622.60
28 ROADLINE PRODUCTS INC USA

MISCELLANEOUS EQUIPMENT REPAIRS
191771
$11,753.19
29 SONSRAY MACHINERY LLC

CASE TRACTOR & BACKHOE PARTS
191773
$206.36
30 SOUTH BAY FORD LINCOLN INC

OEM FORD PARTS
191774
$540.30
31 TRI WEST MECHANICAL INC

REPAIRS - SENIOR CENTER
191775
$4,271.12
32 UNIFIRST CORPORATION

UNIFORMS/CITY WIDE
191777
$2,632.31
33 4LEAF INC

CONSULTING SERVICES
191778
$180.00
34 ABRAHAM CASTRO

REFUND NASC DEPOSIT
191779
$500.00
35 ASSOCIATED CONSTRUCTION

SERIVCES GROUP

ONE-WAYS REHAB PROGRAM
191780
$28,824.80
36 ASSOCIATED CONSTRUCTION

SERVICES GROUP

ONE-WAYS REHAB PROGRAM
191781
$28,024.30

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
Item
Count
Vendor Name
Description
Check
Number
Check Total
37 ASSOCIATED CONSTRUCTION

SERVICES GROUP

ONE-WAYS REHAB PROGRAM
191782
$33,540.15
38 ADVANTEC CONSULTING ENGINEERS INC
PRJ 7240 PROFESSIONAL SERVICES
191783
$572.00
39 AEG SOLUTIONS INC

PLOTTER SUPPLIES
191784
$1,413.78
40 AMBROS CONSTRUCTION INC

ONE-WAYS REHAB PROGRAM
191785
$6,767.49
41 AMBROS CONSTRUCTION INC

ONE-WAYS REHAB PROGRAM
191786
$26,128.89
42 AMBROS CONSTRUCTION INC

ONE-WAYS REHAB PROGRAM
191787
$9,951.47
43 SAUL RAMIREZ

AUDIO/VETERANS DAY
191788
$1,290.00
44 ARACELI AVALOS

FORFEIT NASC RESERVATION
191789
$485.00
45 ARLENE YOUNG

FITNESS INSTRUCTOR
191790
$168.00
46 AUTO LIFT SERVICES INC

PREVENTATIVE MAINTENANCE & REPAIR
191791
$565.00
47 BOBBY ENRIQUEZ

FORFEIT NASC RESERVATION
191792
$970.00
48 DISTRICT LODGE 947, IAMAW

EMPLOYEE UNION DUES
191793
$5,033.57
49 CONTINENTAL BATTERY COMPANY

AUTOMOTIVE AND BUS BATTERY
191794
$257.14
50 CORODATA RECORDS MANAGEMENT INC

RECORD STORAGE SERVICES - CITY WIDE
191795
$197.75
51 CSG CONSULTANTS INC
CITY PROJECT 7859 SERVICES
191796
$8,105.00
52 KOSMONT & ASSOCIATES INC

ECONOMIC DEVELOPMENT SERVICES
191797
$912.60
53 TERMINIX INTERNATIONAL COMPANY LP

PEST CONTROL SERVICES
191798
$500.00
54 DEPARTMENT OF HUMAN RESOURCES
UNION DEDUCTIONS/SEPTEMBER 23
191799
$1,126.89
55 DEWEY SERVICES INCORPORATED

PEST CONTROL SERVICES
191800
$600.00
56 FCG CONSULTANTS INC

MANAGEMENT & INSPECTION SERVICES
191801
$10,072.00
57 ADMINISTRATIVE SERVICES CO-OP

TAXI CARD SERVICES
191802
$6,660.03
58 FRANCHISE TAX BOARD
PAYROLL DEDUCTIONS 11/03/23
191803
$431.00
59 GABRIEL AGUILAR

REFUND SECURITY DEPOSIT
191804
$1,000.00
60 GENERAL CONSTRUCTION INNOVATION
INC

ONE-WAYS REHAB PROGRAM
191805
$26,532.50
61 WW GRAINGER INC

MAINTENANCE SUPPLIES
191806
$87.20
62 GUSTAV BONSE

REFUND SECURITY DEPOSIT
191807
$2,040.00
63 ISLAS TIRES INC

NEW TIRES
191808
$112.00
64 JUDITH A NORMAN

CONSULTING SERVICES
191809
$3,437.50
65 JOAO CANCELA

RENTAL ASSISTANCE/SOCIAL SERVICES
191810
$2,440.00
66 JOHNATHAN HOLGUIN

REFUND NASC DEPOSIT
191811
$500.00
67 JOHNSON CONTROLS US HOLDINGS INC

SOCIAL SERVICES - ALARMS
191812
$569.12
68 LOS ANGELES COUNTY SHERIFFS DEPT

CRIME SUPRESSION DEPUTY
191813
$15,568.55
69 LUIS RODRIGUEZ

REFUND SECURITY DEPOSIT
191814
$1,000.00
70 MARK LANE CIVIC CENTER PLAZA LP

REFUND SECURITY DEPOSIT
191815
$250.00
71 MARY FUSITUA

RESERVATION REFUND
191816
$1,400.00
72 MICHAEL JACKSON

FITNESS INSTRUCTOR
191817
$180.00

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
Item
Count
Vendor Name
Description
Check
Number
Check Total
73 MISTER PIP LLC

REFUND SECURITY DEPOSIT
191818
$2,300.00
74 MOON KYU IM

TAE KWON DO INSTRUCTOR
191819
$1,416.00
75 NORWALK PRINTERS INC

BUSINESS CARDS
191820
$979.69
76 NORWALK-LA MIRADA SCHOOL DIST

NORWALK HIGH SCHOOL CONTRIBUTIONS
191821
$100.00
77 ORBIT RENTALS INC

LIGHT TOWERS/HERMOSILLO PARK
191822
$1,919.08
78 PETER HUIZAR

REFUND SECURITY DEPOSIT
191823
$1,000.00
79 PREFERRED PROPERTY MAINTENANCE

REFUND SECURITY DEPOSIT
191824
$1,000.00
80 ROBERT THEODORE DRIESLEIN

BANNER MERCY HOUSE
191825
$1,637.21
81 RANDY BERRIOS

REFUND NASC DEPOSIT
191826
$500.00
82 RAY RESURRECCION

REFUND GUITAR DEPOSIT
191827
$75.00
83 MOBILE RELAY ASSOCIATES

RADIO RELEASE SERVICES
191828
$5,948.00
84 RAYMOND VASQUEZ JR

REFUND SECURITY DEPOSIT
191829
$1,000.00
85 RELIANCE BUILDING SERVICES

REFUND SECURITY DEPOSIT
191830
$1,048.13
86 THE DOOR OF HOPE YOUTH & FAMILY

CONTRIBUTION/AV
191831
$1,000.00
87 RIO HONDO COMM COLLEGE DISTRICT

DISPATCH TRAINING
191832
$280.00
88 SHOWCARD SIGN CO INC

SHOP SUPPLY DECALS
191833
$338.25
89 SID LOPEZ

RENTAL ASSISTANCE/SOCIAL SERVICES
191834
$2,900.00
90 SOROPTIMIST INTL OF THE AMERICAS

CONTRIBUTION/TA
191835
$500.00
91 SOUTHERN CALIF EDISON COMPANY

UTILITY ASSISTANCE/SOCIAL SERVICES
191836
$667.87
92 LUIS LEON

STAFF TRAINING CATERING
191837
$849.20
93 TERRA REALTY ADVISORS INC

CONSULTANT SERVICES
191838
$2,584.90
94 SOUTHERN CALIFORNIA GAS COMPANY

UTILITY ASSISTANCE/SOCIAL SERVICES
191839
$315.10
95 THE HITT COMPANIES

PRE-INK STAMP
191840
$105.16
96 THE LEFLORE GROUP LLC

PROJECT MANAGEMENT SERVICES
191841
$1,480.00
97 THE DOWNEY PATRIOT INC

BID NOTICE ADVERTISEMENT
191842
$542.25
98 TODD CONSTRUCTION SERVICES

REFUND SECURITY DEPOSIT
191843
$15,000.00
99 TONY GALLARDO

REFUND SECURITY DEPOSIT
191844
$500.00
100

TRANSTECH ENGINEERS INC

MANAGEMENT & INSPECTION SERV ICES
191845
$4,776.50
101

URIEL RAMIREZ

CLASS INSTRUCTOR
191846
$2,403.00
102

USA WASTE OF CALIFORNIA INC

HAZARDOUS WASTE DISPOSAL
191847
$346.95
103

VANESSA GOMEZ

REFUND GUITAR DEPOSIT
191848
$75.00
104

VASQUEZ & COMPANY LLP

ACFR & SCO FINANCIAL REPORTS
191849
$38,000.00
105

VERIZON BUSINESS NETWORK SERVICES

UTILITES/CITY-WIDE
191850
$45.12
106

VERIZON BUSINESS NETWORK SERVICES

UTILITIES/CITY-WIDE
191852
$3,870.11
107

UNIVERSAL WASTE SYSTEMS

PORTABLE RESTROOM
191853
$3,905.00
108

WILLDAN ENGINEERING

CONSTUCTION MANAGEMENT/INSPECTION
191854
$34,036.19
109

CWF INC

TENT RENTAL
191855
$14,000.00
110

ASSOCIATED CONSTRUCTION SERVICES GROUP

ONE-WAYS REHAB PROGRAM
191856
$15,107.20

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
Item
Count
Vendor Name
Description
Check
Number
Check Total

111

COASTAL OCCUPATIONAL MEDICAL GROUP

MEDICAL SCREENINGS
191857
$985.00
112

AMANO MCGANN INC

POOL CHEMICAL SUPPLY
191858
$750.00
113

AMERICAN MOVING PARTS LLC

HEAVY DUTY BRAKE PARTS
191859
$2,542.14
114

B & W COMMUNICATIONS INC

RADIO EQUIPMENT REPAIR SERVICES
191860
$115.76
115

SULLY MILLER CONTRACTING CO

HOT MIX
191861
$315.10
116

BRENNAN ESTIMATING SERVICES

CAC REPAIRS
191862
$1,723.75
117

CLEAN ENERGY

CNG STATION MAINTENANCE SERVICES
191863
$13,300.67
118
TROOPK7 INC

SANDWICHES/VETERANS DAY
191864
$1,166.72
119

CITY OF CERRITOS

PURCHASE OF WATER
191865
$36,424.82
120

CLINICAL LAB OF SAN BERNARDINO INC

LAB SERVICES WATER TESTING
191866
$118.43
121

CONTINENTAL BATTERY COMPANY

AUTOMOTIVE AND BUS BATTERY
191867
$190.60
122

CUMMINS INC

OEM PARTS
191868
$1,606.36
123

DAVID RODRIGUEZ

REFUND OVERPAYMENT CITATION
191869
$45.00
124

DELIA HERNANDEZ

REFUND OVERPAYMENT CITATION
191870
$45.00
125

COUNTY OF LOS ANGELES

SNACK SHACK PERMIT
191871
$8.09
126

DIVINE GRACE CONSTRUCTION

REFUND SECURITY DEPOSIT
191872
$2,651.58
127

ECONOLITE CONTROL PRODUCTS INC

TRAFFIC EQUIPMENT
191873
$1,188.37
128

ENTERPRISE FM TRUST

VEHICLE LEASES/NOVEMBER
191876
$42,727.87
129

FALCON FUELS INC

DIESEL & UNLEADED FUEL
191877
$34,482.16
130

FIRST TRANSIT INC

DIAL-A-RIDE ADVANCED RESERVATIONS
191878
$99,044.31
131

FULL SAIL ENTERPRISES INC

DESIGN SERVICES/STUFF-A-BUS
191879
$1,440.00
132

GILLIG LLC

OEM PARTS
191880
$51.49
133

GOLDEN STATE WATER COMPANY
REPLACE CHECK #191219
191881
$9,711.14
134

GRACIELA Z BEAS

REFUND OVERPAYMENT CITATION
191882
$65.00
135

WW GRAINGER INC

MAINTENANCE SUPPLIES
191883
$974.75
136

GREENCYCLE

GREEN WASTE RECYCLING
191884
$1,232.31
137

HANSON DISTRIBUTING COMPANY

AUTOMOTIVE PARTS
191885
$315.50
138

HERMINIO RODRIGUEZ

UTILITY BILLING REFUND
191886
$10.87
139

HONESTY TORRES
REPLACE CHECK #191051
191887
$500.00
140

ISLAS TIRES INC

NEW TIRES
191888
$148.48
141

JAMES H DYKSTRA

FED ADVOCACY SERVICES
191889
$2,000.00
142

JAVIER VARGAS

REFUND OVERPAYMENT CITATION
191890
$45.00
143

JEFFERY W OR KATHY A PORTER

REFUND OVERPAYMENT CITATION
191891
$90.00
144

JINSUNG LEE

UTILITY BILLING REFUND
191892
$75.12
145

JORDAN CORRAL

UTILITY BILLING REFUND
191893
$25.19
146

LEILA PROCOPIO-MAKUH
REISSUE CHECK 1#91600
191894
$3,881.25
147 LUIS ONTANEDA BUS PASS REIMBURSEMENT 191895 $22.25

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
Item
Count
Vendor Name
Description
Check
Number
Check Total
148

MARIA AVILA

CLASS INSTRUCTOR
191896
$180.00
149

MARRS SERVICES INC

METROLINK MODERNIZATION PROJECT
191897
$3,000.00
150

MUNICIPAL EQUIP MTCE ASSOCIATION

ANNUAL MEMBERSHIP DUE
191898
$275.00
151

JALYSSA INC

CREDIT CHECK SERVICES
191899
$528.30
152

JOE'S SWEEPING INC

BUS STOP MAINTENANCE
191900
$115,983.15
153

NORWALK CHAMBER OF COMMERCE

CITY CONTRIBUTION
191901
$3,458.34
154

VERANDA ASSOCIATES LP

RENTAL ASSISTANCE/SOCIAL SERVICES
191902
$1,558.51
155

P F SERVICES INC

UNDERGROUND STORAGE TANK
191903
$370.00
156

PHILEMON J JUNG

REFUND OVERPAYMENT CITATION
191904
$45.00
157

PITNEY BOWES INC

DUPLIICATION SUPPLIES
191905
$12.12
158

ROBERT THEODORE DRIESLEIN

GREEN ORGANIC MAGNETS
191906
$525.34
159

RAFAEL TRUJILLO

REFUND OVERPAYMENT CITATION
191907
$45.00
160

ROADLINE PRODUCTS INC USA

MISCELLANEOUS EQUIPMENT REPAIR
191908
$3,621.90
161

SELECT ELECTRIC INC
CONSTRUCTION/PROJECT 7228
191909
$218,418.85
162

SHELTER CLEAN SERVICES INC

BUS SHELTER REPAIR SERVICES
191910
$485.00
163

SOUTHERN CALIFORNIA GAS COMPANY

BIOGAS FUEL SERVICES
191911
$25,283.94
164

SOROPTIMIST VILLAGE FOUNDATION

CONTRIBUTION/TA
191912
$500.00
165

SOUTHERN CALIF EDISON COMPANY

UTILITIES/CITY-WIDE
191913
$29,504.27
166

STANDARD INSURANCE COMPANY
EXECUTIVE MANAGEMENT INSURANCE/NOV2023
191914
$984.34
167

SUSAN CALDERA

REFUND PENALTY FEE
191915
$375.00
168

SUSAN E GARD

RENTAL ASSISTANCE/SOCIAL SERVICES
191916
$1,700.00
169

TRI WEST MECHANICAL INC

REPAIRS - CITY-WIDE
191917
$1,040.00
170

ELIOR INC
CONGREGATE MEALS CATEGORY-1
191918
$98,384.77
171

UNITED STATES POSTAL SERVICE

NORWALK NOW POSTAGE
191919
$5,723.40
172

URBAN RESTORATION GROUP US INC

GRAFFITI REMOVAL CHEMICALS
191920
$3,306.68
173

YMCA OF GREATER WHITTIER

CONTRIBUTION/TA
191921
$600.00
174

BARRY ROBINSON
REPLACED CHECK #191772
191922
$5,101.13
175

ERVY RODRIGUEZ

FITNESS CLASS INSTRUCTOR
V16452
$420.00
176

MARGARET B MEJIA

HOMEMAKING/SENIOR GRANT
V16453
$210.00
177

NANCY GALICIA

HOMEMAKING/SENIOR GRANT
V16454
$612.50
178

ODILIA C ROSALES

HOMEMAKING/SENIOR GRANT
V16455
$140.00
179

PHILIP OLAOLU TEMIDARA

FITNESS INSTRUCTOR
V16456
$42.00
180

THERESA MARIE MENDOZA

HOMEMAKING/SENIOR GRANT
V16458
$70.00
181

CARPI & CLAY INC

FEDERAL ADVOCACY SERVICES
V16459
$2,000.00
182

MARIO ENRIQUE MERA

MANAGEMENT SUPPORT SERVICES
V16460
$10,665.00

CITY OF NORWALK

FINAL WARRANT REGISTER
November 1, 2023 through November 13, 2023
*****Total Warrants**** $1,566,480.25
Notes:

Voided Check(s):

I hereby certify that the claim of demand covered by the above listed warrants have been audited as to accuracy and the funds are available for payment.

Jana Stuard, Finance Director

191746, 191772, 191776, 191851, 191874, 191875
v16457

City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Theresa Devoy, City Clerk
SUBJECT: CLAIMS AGAINST THE CITY
Background:

Claims against the City were filed by Gary Granados and Cruz Valdez. Upon review, the City’s claims administrator has recommended denial of the claims.

Fiscal Impact:

N/A
Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council deny the claims
filed by Gary Granados and Cruz Valdez.

Attachments:

N/A

City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: John Ramirez, Director of Community Development
SUBJECT: PLANNING COMMISSION SYNOPSIS - NOVEMBER 8, 2023 Background:

At its meeting of November 8, 2023, the Planning Commission reviewed the following applications and took action as outlined below and in the attached Synopsis:

Planning Commission Action Final

•Precise Development Plan No. 2023-02 and Conditional Use Permit No. 2023-05 •Precise Development Plan No. 2023-03 and Director Approval Request No. 2023-11 Planning Commission Action Not Final: None
Fiscal Impact: N/A
Citizens Advised:

Notice of the Planning Commission’s decision was mailed to the applicants on November 9, 2023.

Strategic Plan 2023 Implementation: N/A
Recommended Action:

No action is required unless the City Council elects to review the decision of the Planning Commission on the items where the Commission’s action was final.

Attachments:

Planning Commission Synopsis

Planning Commission Synopsis, November 8, 2023

SYNOPSIS

PLANNING COMMISSION
NOVEMBER 8, 2023

UNTIL FURTHER NOTICE, MEETINGS WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF ASSEMBLY BILL 361, WHICH ALLOWS PLANNING COMMISSION MEMBERS TO PARTICIPATE FROM A REMOTE LOCATION WITHOUT LISTING A PHYSICAL LOCATION. TO PROVIDE COMMENTS DURING A MEETING: YOU MAY ATTEND THE MEETING, SEND AN EMAIL TO: [email protected] OR JOIN THE ZOOM MEETING BY CALLING 1-(669) 444-9171 OR USING THE ZOOM APP; MEETING ID: 929 283 6465# DURING THE MEETING TO SPEAK ON AN ITEM.

THE MEETING MAY BE VIEWED ON FIOS CHANNEL 32 OR CHARTER CHANNEL 3 OR ON THE CITY’S WEBPAGE AT: https://www.norwalk.org/city-hall/meeting-agendas-393.

SPECIAL MEETING

NORWALK CITY HALL/COUNCIL CHAMBERS

AND VIA VIDEO/TELECONFERENCE
6:00 P.M.

Rosa Barragan, Chair
Linda Lopez, Vice Chair
Kim Apodaca, Planning Commissioner
Gabriel P. Garcia, Planning Commissioner
Luis Navas, Planning Commissioner
Public Comment: Comments may be made in person, submitted via email at: [email protected], or through the video/teleconference during the designated time on any item on the agenda or on any other matter within the jurisdiction subject to the rules of decorum described in Norwalk Municipal Code §2.08.020. The maximum time allowed is three minutes.

Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The Planning Commission may direct staff to investigate and/or schedule certain matters for consideration at a future Planning Commission meeting.

Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the Community Development Department, (562) 929-5744. Assisted listening devices are available at this meeting. Ask the Secretary if you desire to use this device. Upon request, the agenda and documents in the agenda packet can be made available in appropriate alternative formats to persons with a disability. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Note: Any writings and/or documents provided to a majority of the Planning Commission regarding any item on this agenda after it has been posted will also be made available for public inspection.

Writings and/or documents are available for inspection, by request in the Community Development Department, City Hall, 12700 Norwalk Boulevard during regular business hours, 8:00 a.m. to 6:00 p.m., Monday – Thursday; telephone (562) 929-5744. You may also contact the City Clerk via e-mail at [email protected].

Planning Commission Synopsis, November 8, 2023 Page 2 of 3 CALL TO ORDER6:00 P.M.

FLAG SALUTECommissioner Garcia
ROLL CALL OF MEMBERSCommissioner Apodaca, Commissioner Garcia, Commissioner Navas and Vice Chair Lopez. Chair Barragan was absent.

1. MEETING MINUTES – Staff recommends that the Planning Commission approve the minutes of the Special Meeting of October 25, 2023.

Planning Commission Action: Approved.

PUBLIC HEARING

2. PRECISE DEVELOPMENT PLAN NO. 2023-02
CONDITIONAL USE PERMIT NO. 2023-05
David A. Storer, Quick Quack (“Applicant”); a request to permit the construction of a new one- story 3,511 square foot carwash facility and associated site improvements on a 1.0 acre site.

The subject property is generally known as 11642 Firestone Boulevard, located at the terminus of Woods Avenue and the west side of Firestone Boulevard (also known as Assessor’s Parcel Number (“APN”) 8048-007-002), in the General Commercial (C-3) zone. The project includes a request for:
(1) Precise Development Plan No. 2023-02: To permit the construction of a new building and associated site improvements; and
(2) Conditional Use Permit No. 2023-05: To permit an express carwash facility; and (3) Environmental: Consider and find the project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15303 (New Construction or Conversion of Small Structures).

Staff Recommendation: That the Planning Commission:
(1) Adopt Resolution No. 23-33 to deny Precise Development Plan No. 2023-02; and (2) Adopt Resolution No. 23-34 to deny Conditional Use Permit No. 2023-05.

Planning Commission Action: Approved staff’s recommendation to deny by a vote of 4-0.

3. PRECISE DEVELOPMENT PLAN NO. 2023-03
DIRECTOR APPROVAL REQUEST NO. 2023-11
Markie Anderle, Raising Cane’s (“Applicant”); a request to permit a new 3,705 square foot drive- through restaurant on a 1.60 acre site. The subject property is generally known as 12666 Studebaker Road, located on the southeast corner of Imperial Highway and Studebaker Road (also known as Assessor’s Parcel Number (“APN”) 8050-032-032), in the Restricted Commercial (C-1) zone. The project includes a request for:
(1) Precise Development Plan No. 2023-03: To permit the construction of a new commercial building; and
(2) Director Approval Request No. 2023-11: To permit a drive-through establishment; and (3) Environmental: Consider and find that the project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 (New Construction of Small Structures).

Staff Recommendation: That the Planning Commission:
(1) Adopt Resolution No. 23-31 to approve Precise Development Plan No. 2023-03 subject to the Conditions of Approval contained in Exhibit “A”; and (2) Adopt Resolution No. 23-32 to approve Director Approval Request No. 2023-11 subject to the Conditions of Approval contained in Exhibit “A”; and Planning Commission, November 8, 2023 Page 3 of 3
(3) Environmental: Consider and find that the project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 (New Construction of Small Structures).

Planning Commission Action: Approved staff’s recommendation by a vote of 4-0.

ORAL COMMUNICATIONS
None.

ADJOURNMENT 7:15 P.M.

City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Theresa Devoy, CMC, City Clerk
SUBJECT: ORDINANCE NO. 23-1744 – ZONING TEXT AMENDMENT NO. 2023-01 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL

CODE AS IT RELATES TO THE AUTOMOBILE PARKING ZONE AND
ORDINANCE NO. 23-1745 - ZONE CHANGE NO. 2023-01 TO REMOVE

ZONING DESIGNATION AUTOMOBILE PARKING ZONE FROM THE ZONING MAP
Background:

The City Council, at its November 7, 2023 meeting, introduced Ordinance Nos. 23-1744 and 23- 1745, which will amend various sections of Title 17 of the Norwalk Municipal Code (NMC) as it relates to the Automobile Parking (P) zone and Zone Change No. 2023-01 to remove the P zone from the zoning map. Neither of the ordinances impact preferential or disabled parking. These ordinances are now being presented for adoption. If adopted this evening, the ordinances will become effective on December 22, 2023.

Fiscal Impact:

N/A
Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A

City Council November 21, 2023
Ordinance Nos. 23-1744 and 23-1745 – Amending Title
17 of the Norwalk Municipal Code Related to Parking
Zone
Page No. 2
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9 Recommended Action:

Staff recommends City Council adopt Ordinance No. 23-1744, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE

RELATED TO THE REMOVAL OF THE AUTOMOBILE PARKING ZONE THROUGHOUT THE CITY and Ordinance No. 23-1745, AN ORDINANCE OF THE CITY OF NORWALK SETTING FORTH ITS FINDINGS OF FACTS AND DECISION APPROVING ZONE CHANGE NO. 2023-

01. Attachments:

1. Ordinance No. 23-1744

2. Ordinance No. 23-1745
Attachment No. 1
ORDINANCE NO. 23-1744
AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17
(ZONING) OF THE NORWALK MUNICIPAL CODE RELATED TO THE

REMOVAL OF THE AUTOMOBILE PARKING ZONE THROUGHOUT

THE CITY
WHEREAS, the City of Norwalk (“City”) is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City adopts this Ordinance pursuant to the City’s general and police powers and property rights set forth under Government Code Sections 65850(a); and
WHEREAS, the City desires to amend Title 17 (Zoning) of the Norwalk Municipal Code (NMC) to effectively remove the Automobile Parking Zone (P Zone) designation throughout the City to promote standardized land use regulations in light of recent state- mandated laws eliminating parking buffer zones and parking requirements for certain developments; and
WHEREAS, the original purpose of the P Zone was to provide setbacks/buffers for non-compatible uses –unrelated to designated street parking areas in the City’s Public Right of Way, streets and highways; and whereby removal of the “P”-Zone designation is intended to support the economic growth of existing and proposed businesses, facilitate development and streamline the development process, and to simplify the list of permitted uses and zones; and
WHEREAS, the proposed removal of the P Zone designation throughout the City will minimize adverse effects on nearby property, promote standardized development, protect the public health, safety, and welfare of its residents; and WHEREAS, on October 11, 2023, the Planning Commission conducted a duly noticed public hearing to consider Zoning Text Amendment No. 2023-01, and where after careful review of the evidence in the matter, it adopted Resolution No. 23-28 recommending the City Council approve the proposed Zoning Text Amendment; and WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

THE CITY COUNCIL OF THE CITY OF NORWALK DOES ORDAIN AS
FOLLOWS:

Section 1.The City Council for the City of Norwalk finds and declares that the foregoing recitals are true and correct, and incorporates said recitals fully into this Ordinance as substantive findings.

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Section 2. Purpose. The purpose and intent of this Ordinance is as follows:

1. To minimize the adverse effect on nearby property by establishing a clear code standard allowing for development in a responsible manner;

2. To promote standardized development requirements ushered in by state mandates which no longer require certain parking requirements for development projects, including, but not limited to those projects which increase housing availability;

3. To preserve and enhance the aesthetic appearance and natural beauty of the City;

4. To serve the public interest in safety, both pedestrian and traffic;

5. To safeguard and protect the public health, safety, and welfare through standardized zoning areas throughout the City;

6. To advance the goals, policies, and programs of the General Plan; and

7. To serve as a proactive approach towards economic development and expansion.

Section 3. Finding. The City Council has determined that the existing zoning designation must be revised to adequately address issues related to the current and future social, physical and economic environment in the City of Norwalk in order to create consistency with surrounding developments and general plan designation.

Section 4. Finding. The proposed Zoning Text Amendment will be in the public interest since it will reflect current and contemplated land uses on the site and create consistency between the General Plan Land Use Map and Zoning Map.

Section 5. Approvals. The City Council hereby approves Zoning Text Amendment No. 2023-01 effectively removing the P Zone by amending Title 17 of the Norwalk Municipal Code as follows:

Section 6.The Designation for Chapter 17.08, Article I found in the table in Chapter 17.01, Section 17.01.070 Names of Zones – Zoning Symbols of the Norwalk Municipal Code is hereby amended to “Reserved” and the symbol is removed.

Section 7.The title of Section 17.03.150 is hereby amended to read “Reserved”.

Section 8.Section 17.03.150 is hereby deleted in its entirety and reserved for future use.

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Section 9.Subsection (C) of Section 17.04.015 is hereby added to read as follows:
“C. All commercial or industrial zoning abutting any residential zones such as R-1, R-2, R-3, R-H, and R-4 must provide a five (5) foot setback from the property line while maintaining a height limit of thirty-five (35) feet.

For purposes of this section if any structure is to exceed thirty-five (35) feet in height while abutting a residential property it is subject to review and approval of a Conditional Use Permit to adjust setbacks to appropriately match the newly permitted height.”
Section 10.Chapter 17.08, Article I. is deleted in its entirety and designated as reserved for future use.

Section 11.Environmental. The City Council hereby finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to “common sense” exception set forth in Section 15061(b)(3) of the California Code of Regulations where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Section 12. Severability. If any section, clause or phrase of this Ordinance is for any reason held to be unconstitutional, or otherwise invalid, such decision shall not affect the validity of the remaining sections of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause and phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases may be declared unconstitutional or invalid.

Section 13. Certification. This Ordinance shall take effect thirty (30) days after its adoption. The City Clerk is directed to certify to the enactment of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law.

PASSED, APPROVED, AND ADOPTED this 21st day of November 2023. ______________________________

ANA VALENCIA
MAYOR
ATTEST:
______________________________

THERESA DEVOY, CMC

CITY CLERK
Attachment No. 2
ORDINANCE NO. 23-1745

AN ORDINANCE OF THE CITY OF NORWALK SETTING FORTH ITS

FINDINGS OF FACTS AND DECISION APPROVING ZONE CHANGE
NO. 2023-01
WHEREAS, the City of Norwalk (“City”) is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City desires to amend Title 17 (Zoning) of the Norwalk Municipal Code (“NMC”) to effectively remove the Automobile Parking Zone (P-Zone) designation throughout the City to promote standardized land use regulations in light of recent state- mandated laws eliminating parking buffer zones and parking requirements for certain developments (Zone Change No. 2023-01) presented to the Planning Commission in conjunction with this Zone Change request; and
WHEREAS, the original purpose of the P-Zone was to provide setbacks/buffers for non-compatible uses –unrelated to designated street parking areas in the City’s Public Right of Way, streets and highways; and whereby removal of the “P”-Zone designation is intended to support the economic growth of existing and proposed businesses, facilitate development and streamline the development process; and WHEREAS, Section 17.02.290.B.2 of the NMC allows Zone Changes to be initiated by application to the Planning Commission of the City of Norwalk (“Planning Commission”); and
WHEREAS, Section 17.02.290.C of the NMC requires the Planning Commission to hold a public hearing upon the initiation of a Zone Change; and WHEREAS, Section 17.02.290.D of the NMC requires that the Planning Commission provide the City Council of the City of Norwalk (“City Council”) with a written recommendation including the findings constituting the basis for the recommendation; and
WHEREAS, on October 11, 2023, the Planning Commission approved Resolution No. 23-29 recommending the City Council approve Zone Change No. 2023-01 amending the Zoning Map of the City of Norwalk; and
WHEREAS, with removal of the “P-Zone” (Automobile Parking Zone), it is necessary to approve re-designation for those zones formerly designated as “P-Zones”; and
WHEREAS, to promote consistency between the Zoning and General Plan, those zones formerly designated as “P-Zone” (Automobile Parking Zone) shall be re-designated as Single Family Residential (R-1), Multi-Family Medium Density Residential (R-2), Multi- Family High Density (R-3), Residential Restricted Commercial (C-1), General Commercial (C-3), Commercial and Office (C and O), Light Manufacturing (M-1), Heavy Manufacturing Ordinance No. 23-1745 Page 2 of 53
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(M-2), Open Space (OS), and Specific Plan Area (SPA), as indicated in Exhibits “A” and “B”, which are collectively incorporated herein by this reference; and WHEREAS, State planning law requires consistency between Zoning and the General Plan; therefore Zone Change applications must be processed to have consistent land use designations between the General Plan Land Use Map and the Zoning Map; and
WHEREAS, according to Section 17.02.290.I of the NMC, the City Council may approve, modify or disapprove the recommendation of the Planning Commission; and WHEREAS, Zone Change No. 2023-01 has been reviewed by the City Council on November 7, 2023, at which time oral and documentary evidence relative to the application was received; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

THE CITY COUNCIL OF THE CITY OF NORWALK DOES ORDAIN AS
FOLLOWS:

Section 1.The City Council for the City of Norwalk finds and declares that the foregoing recitals are true and correct, and incorporates said recitals fully into this Ordinance as substantive findings.

Section 2. Finding. The proposed Zone Change is consistent with the recommended General Plan Land Use designations of Low Density Residential, Medium Density Residential, High Density Residential, Neighborhood Commercial, Professional Offices, General Commercial, Light Industrial, Heavy Industrial, Open Space, and Specific Plan Area.

Section 3. Finding. The City Council has determined that the existing zoning designation must be revised to adequately address issues related to the current and future social, physical and economic environment in the City of Norwalk in order to create consistency with surrounding developments and general plan designation.

Section 4. Finding. The proposed Zone Change will be in the public interest since it will reflect current and contemplated land uses on the site and create consistency between the General Plan Land Use Map and Zoning Map.

Section 5.Approvals. The City Council hereby approves Zone Change No. 2023-01 amending the Zoning Map as indicated in Exhibits “A” and “B”, which are collectively incorporated herein by this reference.

Section 6.Environmental. The City Council hereby finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to “common sense” exception set forth in Section 15061(b)(3) of the California Code of Ordinance No. 23-1745 Page 3 of 53
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Regulations where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Section 7. Severability. If any section, clause or phrase of this Ordinance is for any reason held to be unconstitutional, or otherwise invalid, such decision shall not affect the validity of the remaining sections of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause and phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases may be declared unconstitutional or invalid.

Section 8. Certification. This Ordinance shall take effect thirty (30) days after its adoption. The City Clerk is directed to certify to the enactment of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law.

PASSED, APPROVED, AND ADOPTED this 21st day of November 2023 ______________________________

ANA VALENCIA
MAYOR
ATTEST:
______________________________

THERESA DEVOY, CMC

CITY CLERK
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EXHIBIT “A”
ORDINANCE NO. 23-1745
(Existing Zoning)

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EXHIBIT “B”
ORDINANCE NO. 23-XXXX
(Proposed Zoning)

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City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Theresa Devoy, CMC, City Clerk
SUBJECT: ORDINANCE NO. 23-1746 – ZONING TEXT AMENDMENT NO. 2023-02 TO AMEND VARIOUS SECTIONS OF TITLE 17 OF THE NORWALK MUNICIPAL

CODE TO STREAMLINE THE PRECISE DEVELOPMENT PLAN PROCESS Background:

The City Council, at its November 7, 2023 meeting, introduced Ordinance No. 23-1746, which will amend various sections of Title 17 of the Norwalk Municipal Code to streamline the Precise Development Plan process. It will serve as a proactive approach of enhancing economic development and encouraging a positive image of the City. This ordinance is now being presented for adoption. If adopted this evening, Ordinance No. 23-1746 will become effective on December 22, 2023.

Fiscal Impact:

N/A
Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council adopt Ordinance No. 23-1746, AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17 (ZONING) OF THE NORWALK MUNICIPAL CODE

City Council November 21, 2023
Ordinance No. 23-1746 – Amending Title 17 of the
Norwalk Municipal Code Revising the Precise
Development Plan Application
Page No. 2
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0 AUTHORIZING THE COMMUNITY DEVELOPMENT DIRECTOR TO INITIATE AND MAKE DECISIONS ON PRECISE DEVELOPMENT PLAN APPLICATIONS.

Attachments:

Ordinance No. 23-1746
ATTACHMENT 1
ORDINANCE NO. 23-1746
AN ORDINANCE OF THE CITY OF NORWALK AMENDING TITLE 17
(ZONING) OF THE NORWALK MUNICIPAL CODE AUTHORIZING THE

COMMUNITY DEVELOPMENT DIRECTOR TO INITIATE AND MAKE

DECISIONS ON PRECISE DEVELOPMENT PLAN APPLICATIONS
WHEREAS, the City of Norwalk (“City”) is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City adopts this Ordinance pursuant to the City’s general and police powers and property rights set forth under Government Code Sections 65850(a); and
WHEREAS, the City desires to amend Title 17 (Zoning) of the Norwalk Municipal Code (NMC) authorizing the City’s Director of Community Development (“Director”) to initiate review and approve applications for Precise Development Plans (PDP), and/or in his or her discretion, refer decisions for PDP to the Planning Commission of the City of Norwalk (“Planning Commission”), Zoning Text Amendment (ZTA) No. 2023-02; and WHEREAS, the purpose of the amendment to Title 17 (Zoning) is to stream line the PDP approval process by authorizing the Director of Community Development to make final decisions and/or refer Planning Commission review of Precise Development Plans; and
WHEREAS, the contemplated amendment to Title 17 (Zoning) will minimize burdensome requirements related to the PDP process, which at present requires that an applicant must attend a Planning Commission hearing; and WHEREAS, on October 11, 2023, the Planning Commission conducted a duly noticed public hearing to consider ZTA No. 2023-02, and where after careful review of the evidence in the matter, it adopted Resolution No. 23-30 recommending the City Council approve the proposed Zoning Text Amendment; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

THE CITY COUNCIL OF THE CITY OF NORWALK DOES ORDAIN AS
FOLLOWS:

Section 1.The City Council for the City of Norwalk finds and declares that the foregoing recitals are true and correct, and incorporates said recitals fully into this Ordinance as substantive findings.

Section 2. Purpose. The purpose and intent of this Ordinance is as follows:

1. To minimize the adverse effect on nearby property by encouraging rapid plan review.

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2. Establish a clear and concise list of Administrative Approvals.

3. Expedite the approval process by reducing the amount of Planning Commission hearings for Precise Development Plans unless determined by the Director.

4. To continue to safeguard and protect the public health, safety, and welfare through standardized zoning areas throughout the City; and

5. To advance the goals, policies, and programs of the General Plan.

Section 3. Findings. The proposed Zoning Text Amendment will be in the public interest since it will expedite new developments while reflecting current and contemplated land uses for the future and create consistency between the General Plan Map and Zoning Map.

Section 4.Approvals. The City Council of the City of Norwalk hereby approves Zoning Text Amendment No. 2023-02 as shown in Exhibit “A” attached hereto and incorporated by reference herein, effectively authorizing the Director to initiate and make final decisions on PDP, and/or in his/her discretion, refer such decisions to the Planning Commission.

Section 5.Environmental. The City Council hereby finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to “common sense” exception set forth in Section 15061(b)(3) of the California Code of Regulations where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Section 6. Severability. If any section, clause or phrase of this Ordinance is for any reason held to be unconstitutional, or otherwise invalid, such decision shall not affect the validity of the remaining sections of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause and phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases may be declared unconstitutional or invalid.

Section 7. Certification. This Ordinance shall take effect thirty (30) days after its adoption. The City Clerk is directed to certify to the enactment of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law.

PASSED, APPROVED, AND ADOPTED this 21st day of November 2023 ______________________________

ANA VALENCIA
MAYOR
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ATTEST:
______________________________

THERESA DEVOY, CMC

CITY CLERK
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EXHIBIT “A”
ORDINANCE NO. 23-1746

TITLE 17 ZONING
Chapter 17.02 APPROVAL PROCEDURES
Article I. Procedure, Hearing, Notices
SECTIONS ARE AMENDED AND READ AS FOLLOWS:
“17.02.105 Review authority table.

The Review Authority Table in this section is amended to:
a. remove the following entry found under the Types of Applications Precise
Development
Plans
- - Decision Appeal
b. add the following entry found under Administrative Applications:

Precise
Development
Plans
- Decision Appeal Appeal
Article IV Administrative Approvals and Permits
Section 17.02.205 Precise development plans is added to read as follows:

A. Purpose and Intent. The purpose and intent of requiring precise development plan review is to achieve a reasonable level of quality in harmony with precise plans and community objectives for social, economic and physical well-being, and to protect existing and potential developments and uses on adjacent and surrounding properties.

In order to achieve the purpose of this section, it is considered necessary to require that the use of land, and erection, construction or location of buildings or structures in any zone other than single-family residences and accessory buildings in the R-1, R-2, R-3, and R-H zones, unless in conjunction with a new and/or proposed subdivision, shall conform with approved development plans; and, further, that reasonable conditions may be imposed to serve and protect public health, safety, necessity, convenience and Ordinance No. 23-1746 Page 5 of 9
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general welfare. No provision of this chapter is intended to deny any use already permitted by this title nor to grant any use in a zone not therein authorized.

B. Applicability. The Community Development Director (Director) shall review applications in accordance with 17.02.105 Review Authority Table, as well as the following development and use applications:

1. The erection or construction of a building; or

2. The moving of a building onto property, or the relocation of a building or substantial structure from one part of a property to another.

C. General Procedures. The Director shall prescribe the form of application, documents to be submitted and the type of information to be provided by the applicant. No application shall be accepted for filing unless it complies with the requirements set forth.

1. Application for precise development plan review shall be filed prior to issuance of building permits and shall be accompanied by detailed and fully dimensioned building plans, architectural drawings and elevations, landscape plans and/or any other data found to be reasonably required, and shall include the following:
a. The size, shape, height, orientation and location of all existing and proposed buildings; floor plans; the type and color of exterior materials proposed; b. The size, spacing and location of all doors, windows and other openings; c. The type and pitch of roofs, towers, chimneys and other roof or architectural structures;
d. The location, number and size of parking spaces, driveways and other factors affecting required off-street parking;
e. The location and type of lighting for buildings, grounds and parking areas; f. The location, height, and materials to be used in construction of walls and fences; g. The landscaping and irrigation plan proposed;
h. Any other feature of development, which may have a significant impact upon or relationship to existing and/or proposed development in such area.

2. Precise development plans shall be filed for review and acted upon concurrently with an application for a change of zone, except that:
a. The Director may defer presentation of all or a part of required precise development plans to the building permit stage if it determines that the size, nature, or complexity of Ordinance No. 23-1746 Page 6 of 9
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development is such as may necessitate significant revisions and that preliminary plans filed are of sufficient detail to establish general compliance with the purpose and intent of this chapter.
b. In the event of a change of zone initiated by the Planning Commission or City Council, pursuant to Section 17.02.290, compliance with this section shall be required prior to issuance of building permits.

3. Any precise development plan located within the PF zone shall be reviewed by the Community Development Director.

D. Standards and Review Criteria.

1. The Community Development Director may at his or her discretion refer any request to the Planning Commission for review. The Community Development Director shall determine whether the proposed development is in compliance with regulations of this code and provisions of this section, and whether or not such development will be detrimental to the public health, safety and welfare or adversely affect property values or the present and future development of surrounding areas. Consideration shall be given to building orientation, walls or fences, landscaping, general design and development, setbacks, height, vehicular and pedestrian ingress and egress, parking, lighting, and the relationship of such factors to existing and proposed development in the immediate and surrounding area.

2. The Director, in compliance with the foregoing, may recommend approval, or conditional approval subject to modifications, of any precise development plan. The following findings may endanger the public health, safety, convenience and welfare and may be cause for denial of a precise development plan:

The proposed development would substantially depreciate property values in the vicinity or interfere with the use or enjoyment of property in such area, because of excessive dissimilarity or in appropriateness of design in relation to the surrounding vicinity.

3. The Director may require modification in the architectural treatment of buildings or structures, require additional landscaping or development improvements and reasonably impose such other conditions as are deemed necessary, in its judgment, to insure compliance with regulations and the purpose, spirit and intent of this code, and thereby serve the best interest of the area and community.

E. Decision, Transmittal, Appeal.

1. The Director shall deliver or mail by first class mail a notice of its decision, approving or denying a precise development plan, to the Planning Commission and applicant.

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2. The decision of the Director shall become final and effective ten (10) calendar days after the delivery or mailing of all notices required by this section unless prior to 5:00 p.m. of the 10th day, either of the following has occurred:
a. A written appeal has been filed with the Community Development Department by an applicant or by a person specially aggrieved, and accompanied by the payment of a fee per any applicable fee resolution adopted by City Council; or
b. The Planning Commission elects to review the decision of the Director.

3. The decision of the Planning Commission may be appealed to the City Council within ten (10) calendar days after the date that notice of the decision is mailed to the applicant. Notice of the appeal, and of the appeal hearing before the City Council, shall be pursuant to the hearing and noticing requirements contained in Sections

17.02.050.A.4 and 17.02.090.F.

F. Compliance.

1. An approved plan shall be valid for a one-year period and, should development fail to commence within such time limitation and no extension is granted therefore, shall become null and void.

2. No person shall violate or fail to comply with any approved plan or any condition or provision thereof, nor shall a building permit be issued for any building or structure which would violate or fail to comply with an approved plan. (Ord. 21- 1722 § 2; Ord. 20-1720 § 2; prior code §§ 27-30.1—27-30.5) Article V. Discretionary Approvals and Permits
Section 17.02.240 is deleted in its entirety and Reserved for future use.

Chapter 17.05 RESIDENTIAL ZONES
Article I. R-1 Zone, Single-Family Residential Zone
Section 17.05.010 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Replace the reference to Section 17.02.240 in the paragraph with Section 17.02.205.

Article II. R-2 Zone, Multi-Family Medium Density Residential Zone Section 17.05.100 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Ordinance No. 23-1746 Page 8 of 9
2 9
1 5
Replace the reference to Section 17.02.240 in the paragraph with Section

17.02.205.

Article III. R-3 Zone, Multi-Family High Density Residential Zone Section 17.05.200 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Replace the reference to Section 17.02.240 in the paragraph with Section

17.02.205.

Article IV. R-H Zone, Residential Horse Property Zone
Section 17.05.310 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Replace the reference to Section 17.02.240 in the paragraph with Section

17.02.205.

Chapter 17.08 SPECIAL PURPOSE ZONES
Article III. O-S Zone, Open-Space Zone

Section 17.08.100 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Replace the reference to Section 17.02.240 in the paragraph with Section

17.02.205.

Article IV. I Zone, Institutional Zone
Section 17.05.100 Permitted Uses, amends only the Section referenced in the paragraph as follows:

Replace the reference to Section 17.02.240 in the paragraph with Section

17.02.205.

Ordinance No. 23-1746 Page 9 of 9
2 9
1 5
Chapter 17.09 SPECIFIC PLAN AREAS
Article I. Specific Plan Area No. 1
Section 17.09.100 Use Approvals, Sub Sections (A), (A1), and (A2) are hereby amended as follows:

A. No category of use shall be established and no building shall be constructed in specific plan area No. 1 except upon the issuance, existence, and validity of a conditional use permit as provided for in Section 17.02.210 of the Norwalk Municipal Code and upon review and approval of a precise development plan as provided for in Section 17.02.205 of the Code. The criteria for approval shall include the following:

1. The general requirements for a conditional use permit as set forth in Section 17.02.210 are satisfied;

2. The general requirements for a precise development plan as set forth in Section 17.02.205 are satisfied;
Article XIV. Specific Plan Area No.14

17.09.1790 Precise Development Plan Review and Approval, and Sub Section (A), are hereby amended as follows:

No category of use shall be established and no building shall be constructed in specific plan area No. 14 except upon the review and approval of a precise development plan as provided for in Section 17.02.205 of the Code. The criteria for approval shall include the following:

A. The general requirements for a precise development plan as set forth in Section 17.02.205 are satisfied.”
City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: James C. Parker, Executive Director of Regional Transportation Theresa Clark, Transit Administration Officer
SUBJECT: AUTHORIZATION TO SUBMIT ANNUAL SHORT RANGE TRANSIT PLAN FOR FISCAL YEARS 2024-2026
Background:

The Los Angeles County Metropolitan Transportation Authority (Metro) as the Transportation Planning Authority, is required by Federal and State statutes to prepare the Transportation Improvement Program (TIP) for all Los Angeles County municipal transit agencies on an annual basis. The Short Range Transit Plan (SRTP) facilitates input from each of the 16 municipal transit agencies, including Norwalk Transit System (NTS), on its planning and financial activities for inclusion into the Metro TIP. The SRTP/TIP serves as a formal record of both Metro and other municipal agencies’ commitment to on-going safe, efficient, and quality transit services in keeping with components of the federal funding process.

It is the responsibility of Metro to review each municipal transit operator’s SRTP to ensure compliance with all Federal, State, and local reporting requirements is achieved as well as ensuring that data collection efforts and operating budgets are consistent with funding assumptions and regional planning policies.

The SRTP is NTS’s primary planning document and is updated annually according to guidelines issued by Metro. It describes the organizational structure in keeping with current and planned service changes over three years. Also, descriptions of the financial and capital improvements associated with major projects/programs are included as a reference for various internal and external stakeholders.

Major highlights and initiatives in the 2024-2026 SRTP include the following:

Fixed Route Service: The fixed-route service utilizes 34 buses which provide local circulation and inter-jurisdictional service connecting Norwalk and adjoining communities of Artesia,

City Council November 21, 2023
Annual Short Range Transit Plan for Fiscal Years 2024-
2026
Page No. 2
6 7
1 Bellflower, Cerritos, El Monte, La Mirada, La Habra, Santa Fe Springs, South El Monte, Whittier, and the unincorporated areas of Los Angeles County; as well as, providing bus service as a link between the Metro Green Line Light Rail Station and the Norwalk/Santa Fe Springs Metrolink Commuter Rail Station. Configuration of the routes was to a large extent, determined through significant community involvement.

NTS has not assumed any fixed-route service changes since the last SRTP. Ridership and passenger fare revenue are slowly improving given the lingering impact of the COVID-19 pandemic outbreak and discontinuation of enforcing the collection of fares between March 23, 2020 thru February 20, 2022. Ridership has increased from 789,762 in Fiscal Year 2022 to 1,022,686 passengers annually in FY 2023.

NTS will resume conducting its planned Comprehensive Operational Analysis in early 2024 to review the performance of Routes 1 through 5 and 7 and identifying potential adjustments to improve on-time performance and productivity. Additionally, the feasibility of designing a pilot program to implement a new “microtransit” service as a supplement to both non-productive fixed route services and User-Side Subsidy Dial-A-Ride Service; including connecting Metrolink rail passengers via first and last mile service between their final destinations (i.e. large employer worksites in Norwalk, Santa Fe Springs, Whittier, etc.) will be explored.

Dial-a-Ride Service: NTS’s current Dial-a-Ride service will also be assessed by NTS staff for opportunities to provide trips through NTS microtransit concepts that include a Smart App reservation and payment system. The NTS Dial-A-Ride service currently provides curb-to-curb Advanced Reservation service for trips taken within the City using lift-equipped accessible vehicles; and weekday User-side Subsidy Taxicab service to approved medical facilities in the cities of Bellflower, Downey, Lakewood, Santa Fe Springs, and Whittier for senior and disabled residents.

Fare Media Revenues and Structure: NTS does not plan to implement any fixed-route or Dial- A-Ride fare increases. The last fare increase was on November 17, 2013. Additionally, NTS has coordinated with Metro in the implementation of a Countywide Fareless System Initiative (FSI) that includes voluntary participation by Muni operators. The FSI Program is for students at participating K-12 schools and community colleges, focused on helping students ride transit without the worry of paying fares.

Students participating in the FSI Program are issued a GoPass. The GoPass Program is available to students at participating K-12 schools and community colleges, with a focus on helping students ride transit without the worry of paying fare. With a registered GoPass TAP card, students attending participating schools can ride NTS, Metro, and 11 other participating transit systems to and from school, and for trips after school and on weekends.

NTS continues to participate in a major regional effort to integrate the Transit Access Pass (TAP). Currently, TAP is accepted by 26 agencies, all Metro bus and rail lines, and municipal transit systems throughout Los Angeles (LA) County.

City Council November 21, 2023
Annual Short Range Transit Plan for Fiscal Years 2024-
2026
Page No. 3
6 7
1 Bus Fleet Electrification: NTS recently received an additional two Gillig Battery Electric Buses (BEBs) in early October 2023 with three more BEBs scheduled for delivery in Fall 2024. This will assist NTS with fulfilling the requirements of California Air Resources Board’s Innovative Clean Transit regulation, which necessitates completion of a Zero Emission Bus (ZEB) Rollout Plan to achieve a full transition to ZEBs.

Capital Improvements: NTS recently released RFP No. 24-731 to acquire Professional Services for Project Management, Design, and Engineering Services, Construction Management and Inspection Services for Facility Tenant Improvements; Phase III at the Transportation/Public Services Facility. The purpose of this project is to implement tenant improvements to the facility with upgrades that will accommodate the present and future Transit Operations, Fleet Maintenance, and Transit Administration needs.

Additionally, NTS will be implementing its Bus Stop Equity Enhancement Project in early 2024, which will provide modernization of bus stops with equity priority amenities to enhance the safety, comfort, and accessibility at our bus stops for patrons served by NTS. This project will address drastic climate changes our region has experienced by providing equitable amenities such as enhanced shelters and solar panels to provide ample lighting for patron safety while waiting at stops and real-time information to provide patrons with accurate wait times.

Fiscal Impact:

N/A
Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council receive and file the Triennial Short Range Transit Plan, and authorize the Executive Director of Regional Transportation to submit the updated Short Range Transit Plan to Los Angeles County Metropolitan Transportation Authority.

Attachments:

Short Range Transit Plan FY 2024-2026
https://filedrop.norwalkca.gov/s/xyBCDaYWD36TsZN
City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Glen W.C. Kau, P.E., Director of Public Services/City Engineer SUBJECT: AGREEMENT - CITYWIDE FISCAL YEAR 2023/24 PAVEMENT MANAGEMENT

PROGRAM UPDATE
Background:

The Los Angeles County Metropolitan Transportation Authority (METRO) and the State of California requires cities within Los Angeles County to have a Pavement Management Study (PMS) in place and update it every three years to qualify for certain federal, state, and local funding programs such as Propositions A and C and Measures M and R. The PMS provides a systematic approach to monitoring and managing the condition of roadway pavement in a cost- effective manner. The study’s results help determine the most appropriate locations and an effective/efficient approach to maintain roadway pavement.

Pavement is dynamic by nature whereby deterioration occurs constantly. A PMS update is typically conducted on a three-year cycle to reflect changes in pavement conditions, pavement maintenance histories, and maintenance strategies based upon budgetary constraints. For the City to continue receiving the local funds and remain compliant per METRO requirements, an update to the City’s PMS is necessary.

The City’s roadway system consists of approximately 81 section miles of arterials/collectors; 130.3 section miles of local streets; and 9.8 section miles of alleyway streets. The last PMS update was completed by Bucknam Infrastructure Group, Inc. (Bucknam) in September 2020. The services provided surveyed all arterial and collector routes to assist the City to comply with METRO PMS requirements.

To remain compliant with the METRO PMS requirement, staff requested a proposal from Bucknam for services to perform an update to the 2020 PMS.

The work scope (major tasks) for the PMS update includes at a minimum:

City Council November 21, 2023
Award of Contract - Pavement Management System Update Page No. 2 6 7
6 •Update Maintenance and Rehabilitation Activities, provides Bucknam with data/locations where recent work (roadway rehab) projects have completed. •Perform pavement condition survey, data collection, and MicroPAVER analysis to supplement the existing pavement database and establish updated street conditions and pavement condition index (PCI).
•Work with City staff to develop efficient preventive maintenance, repair and rehabilitation strategies and incorporate into the Cities Capital Improvement Program (CIP). •Prepare report for submittal to METRO for compliance.

PMS update services are estimated to be completed within eight months from issuance of the Notice to Proceed.

Bucknam has performed similar work for over 39 cities within California including the cities of Lynwood, South Gate, Bellflower, and Rosemead. Their work has been satisfactory. Staff is recommending that Bucknam perform a PMS update that will furnish studies, maps, reports, and software that best fit the needs of the City. The proposed cost for the services is $59,840.

Fiscal Impact:

Adequate funds are available per the approved Fiscal Year 2023/24 CIP Budget. No General Fund monies will be used.

Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council award a contract to Bucknam Infrastructure Group, Inc., in the amount of $59,840 for Professional Engineering Services for Fiscal Year 2023/24 Pavement Management System Update; and authorize the City Manager to execute the agreement and any amendments within his signing authority, provided there is funding in the budget, on behalf of the City, in a form approved by the City Attorney.

Attachments:

N/A
City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Theresa Devoy, City Clerk
SUBJECT: ADVISORY BODY APPOINTMENTS
Background:

With the exception of the Planning Commission (which is commensurate with the appointing Councilmember’s term) and five members of the Art in Public Places Commission (which is established in the Norwalk Municipal Code), Advisory Body terms are for two years following a City election. Advisory Body terms are from January 1, of odd years to December 31, of even years.

There are vacancies on several Advisory Bodies: Art in Public Places (4), Community Promotion (1), Historical Heritage (3), Parks & Recreation (1), Public Safety (1), Senior Citizens (1), and the Youth Commission (all 15). The Youth Commission does not have any members at this time. The age range for the Youth Commission is between 13 to 18 years of age. Each City Councilmember has three appointments.

Two of the vacancies on the Art in Public Places Committee are appointed based on Norwalk Municipal Code §15.44.060, and require consensus of the entire City Council. Those positions are: one at-large Community Representative and one Outside Authority with Expertise in Art.

Fiscal Impact:

N/A
Citizens Advised:

Terms of office are posted.

City Council November 21, 2023
Advisory Bodies Page No. 2
6 8
1 Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council make appointments to fill the vacancies on the various Advisory Bodies for two-year terms expiring on December 31, 2024.

Attachments:

Advisory Body List
COMMISSIONER TERMS As of 11/21/2023

S:\ADVISORY BODIES\Term Listing\2023\11-21-2023.doc Page 1 “Vacancies “at-a-glance”

AYALA PEREZ RAMIREZ RIOS VALENCIA
Historical Heritage
Senior Citizens
Youth (3)
Community Promotion
Historical Heritage
Youth (3)

Art in Public Places
Historical Heritage
Public Safety
Youth (3)

Parks & Recreation
Youth (3)

Art in Public Places
Youth (3)

Members of all City boards, commissions or committees shall be for at least six months prior to appointment, residents of the City of Norwalk, business owners in the City of Norwalk, or property owners in the City of Norwalk.

Commissioner Advisory Body Appointee Present Term
Vacant Community Promotion Commission Perez -12/31/24
Ang, David Community Promotion Commission Valencia 1/17/23-12/31/24 Brammer, Lisa Community Promotion Commission Ayala 1/17/23-12/31/24 Leon, Armida Community Promotion Commission Ramirez 2/7/23-12/31/24 Sanchez Jr, Arturo Community Promotion Commission Rios 1/17/23-12/31/24

Vacant Historical Heritage Commission Ayala -12/31/24
Vacant Historical Heritage Commission Perez -12/31/24
Vacant Historical Heritage Commission Ramirez -12/31/24 Corona, Gina Historical Heritage Commission Perez 1/17/23-12/31/24 Greenidge, Marcelle Historical Heritage Commission Valencia 3/21/23-12/31/24 Hardy, Marlene Historical Heritage Commission Ayala 1/17/23-12/31/24 Hidalgo, Ericka Historical Heritage Commission Rios 2/7/23-12/31/24 Hernandez, Alex Historical Heritage Commission Ramirez 2/7/23-12/31/24 Pavon, Claudia Carolina Historical Heritage Commission Valencia 1/17/23-12/31/24 Scantlebury, Margaret Historical Heritage Commission Rios 8/1/23-12/31/24

Vacant Parks & Recreation Commission Rios -12/31/24
Berberabe, Francisco Parks & Recreation Commission Perez 1/17/23-12/31/24 Carbajal, Maria Parks & Recreation Commission Valencia 1/17/23-12/31/24 Garcia, Steve Parks & Recreation Commission Ramirez 2/7/23-12/31/24 Hernandez, Alejandra Parks & Recreation Commission Rios 1/17/23-12/31/24 Juan, Victor Parks & Recreation Commission Ayala 1/17/23-12/31/24 King, David Parks & Recreation Commission Perez 1/17/23-12/31/24 Martinez, Briana Parks & Recreation Commission Ayala 1/17/23-12/31/24 Napier, Monique Parks & Recreation Commission Ramirez 1/17/23-12/31/24 Valenzuela, Don Parks & Recreation Commission Valencia 11/7/23-12/31/24

Apodaca, Kimberly Planning Commission Perez 12/13/22-12/31/26 Barragan, Rosa Planning Commission Rios 4/7/20-12/31/24 Garcia, Gabe Planning Commission Valencia 4/7/20-12/31/24 Lopez, Linda Planning Commission Ayala 12/13/22-12/31/26 Navas, Luis Planning Commission Ramirez 4/21/20-12/31/24

Vacant Public Safety Commission Ramirez -12/31/24
Fernandez-Silva, Ray Public Safety Commission Ayala 1/17/23-12/31/24 Greenidge, Marcelle Public Safety Commission Valencia 4/18/12-12/31/24 Heard, Louis Public Safety Commission Perez 10/3/23-12/31/24 COMMISSIONER TERMS As of 11/21/2023

S:\ADVISORY BODIES\Term Listing\2023\11-21-2023.doc Page 2

Commissioner Advisory Body Appointee Present Term
Hoskins, Patricia Public Safety Commission Valencia 1/17/23-12/31/24 Knieling, DiAnn Public Safety Commission Rios 1/17/23-12/31/24 LeGaspi, Richard Public Safety Commission Ayala 1/17/23-12/31/24 Peňa, Petra Public Safety Commission Ramirez 2/7/23-12/31/24 Rodriguez, Dr. Stephanie Public Safety Commission Perez 1/17/23-12/31/24 Rosoff, Michael Public Safety Commission Rios 1/17/23-12/31/24

Vacant Senior Citizens Commission Ayala -12/31/24
Contreras, Rachel Senior Citizens Commission Rios 1/17/23-12/31/24 Diosdado, Helen Senior Citizens Commission Valencia 1/17/23-12/31/24 Mesa, Martha Senior Citizens Commission Ramirez 1/17/23-12/31/24 Serrano, Esperanza Senior Citizens Commission Perez 1/17/23-12/31/24

Acosta, Scherise Social Services Commission Ramirez 1/17/23-12/31/24 Barth, Phyllis Social Services Commission Perez 1/17/23-12/31-24 Free, Espie Social Services Commission Valencia 7/5/23-12/31/24 Garcia, Andrea Social Services Commission Ramirez 9/19/23-12/31/24 Greenidge, Marcelle Social Services Commission Perez 3/21/23-12/31/24 LeGaspi, Richard Social Services Commission Valencia 1/17/23-12/31/24 Reyes-Castro, Elfega Arely Social Services Commission Ayala 1/17/23-12/31/24 Santos, Alondra Social Services Commission Rios 2/7/23-12/31/24 Stodola, Mary Social Services Commission Rios 1/17/23-12/31/24 Tasker, Angela Social Services Commission Ayala 1/17/23-12/31/24

Vacant Youth Commission Ayala -12/31/24
Vacant Youth Commission Ayala -12/31/24
Vacant Youth Commission Ayala -12/31/24
Vacant Youth Commission Perez -12/31/24
Vacant Youth Commission Perez -12/31/24
Vacant Youth Commission Perez -12/31/24
Vacant Youth Commission Ramirez -12/31/24
Vacant Youth Commission Ramirez -12/31/24
Vacant Youth Commission Ramirez -12/31/24
Vacant Youth Commission Rios -12/31/24
Vacant Youth Commission Rios -12/31/24
Vacant Youth Commission Rios -12/31/24
Vacant Youth Commission Valencia -12/31/24
Vacant Youth Commission Valencia -12/31/24
Vacant Youth Commission Valencia -12/31/24

Commissioner Advisory Body Appointed Present Term
Apodoca, Kim Art in Public Places Committee City Rep Appointed by Perez 1/17/23-12/31/24 LeGaspi, Natalie Art in Public Places Committee City Rep Appointed by Rios 1/17/23-12/31/24 Matus, Hannah Art in Public Places Committee City Rep Appointed by Ayala 1/17/23-12/31/24 Vacant Art in Public Places Committee City Rep Appointed by Ramirez -12/31/24 Vacant Art in Public Places Committee City Rep Appointed by Valencia -1231/24

Art in Public Places Advisory Committee
NMC §15.44.060 A: Designation
Vacant Art In Public Places Committee Outside Auth w/Expertise in Art Indefinite Vacant Art in Public Places Committee Community Rep Indefinite Stefenhagen, Gordon Art in Public Places Committee Bus./Community College Rep Indefinite Lopez, Linda Art in Public Places Committee Planning Rep 12/13/22-12/31/26 Juan, Victor Art in Public Places Committee P&R Appointee 1/17/23-12/31/24 City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: John P. Ramirez, AICP, Director of Community Development Arnold M. Alvarez-Glasman, City Attorney
John W. Lam, Assistant City Attorney
Austin Ching, Deputy City Attorney
SUBJECT: RESOLUTION NO. 23-70 – MAKING FINDINGS UNDER SURPLUS LAND ACT

AND APPROVING THE PURCHASE AND SALE OF REAL PROPERTY
LOCATED AT 12843 NORWALK BOULEVARD
Background:

In 2008 the Norwalk Redevelopment Agency acquired by eminent domain, the real property located at 12843 Norwalk Boulevard, Assessor’s Parcel Number: 8047-005-903 (“Property”) from Wilshire Group Funding, Inc. (“WGF”). The Property was subsequently transferred to the City by the Successor Agency to the Norwalk Redevelopment Agency upon dissolution. The Resolution of Necessity associated with the acquisition of the Property through eminent domain stated that the Property would be used for public parking purposes.

California Code of Civil Procedure (“CCP”) Section 1245.245 requires that if a property acquired by eminent domain is not used for the public purpose stated in the Resolution of Necessity within ten years of its adoption and a new or reauthorization resolution was not adopted, the City must offer a right of first refusal to the person or persons from whom the Property was acquired.

On January 29, 2019, WGF filed a Writ of Mandate against the City to enforce its right of first refusal pursuant to CCP Section 1245.245(b), alleging that the City had not used the Property for public parking within 10 years and had not adopted a resolution reauthorizing the use for public parking purposes.

The City filed a Demurrer to the Writ of Mandate, and on May 2, 2019, the Court overruled the City’s Demurrer. Following the Court’s ruling, the City and WGF entered into settlement negotiations regarding the sale of the Property pursuant to WGF’s right of first refusal. The City

Resolution No. 23-70 – Surplus Land Act Findings and
approval of the Purchase and Sale Agreement for
12843 Norwalk Boulevard
November 21, 2023
Page No. 2
6 7
5 and WGF agreed to terms including a purchase price based on two independent appraisals with a date of value of April 15, 2018, and entered into a Settlement and Tolling Agreement on July 24, 2020. The terms of the sale are presented in the Purchase and Sale Agreement and Escrow Instructions, attached hereto as Attachment 2.

In July of 2023, the City Attorney’s Office sought concurrence from the California Department of Housing and Community Development (“HCD”) that the proposed sale of the Property to WGF was in compliance with the Surplus Land Act. On July 10, 2023, HCD stated that:
“Therefore, the granting of first right of refusal to WGF to purchase the Property under CCP Section 1245.245(f) is not a disposition of surplus land. Therefore, the Property is not subject to the Surplus Land Act. If, however, WGF decides to not purchase the Property, the disposition (sale or lease) of the Property by the City is subject to the Surplus Land Act.”
In addition, to the extent that the Surplus Land Act applies, the Property also constitutes “exempt surplus land” under the Surplus Land Act pursuant to Government Code (“Gov. Code”) Section 54221(f)(1)(G) as land that is “subject to valid legal restrictions that would make housing prohibited. . .”

As the Property is subject to WGF’s right of first refusal pursuant to CCP Section 1245.245, the City is prohibited from offering the Property for housing if WGF has exercised its statutory right of first refusal. This restriction is imposed by State law and was not imposed or created by the City, is not under the City’s authority or discretion, and cannot be feasibly mitigated or avoided, which constitutes a valid legal restriction pursuant to Gov. Code Section 54221(f)(1)(G), thus qualifying the Property as “exempt surplus land.”
Environmental:

The Surplus Land Act’s findings and the approval of the Purchase and Sale Agreement are exempt from the requirements of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15312 – Class 12 – Surplus Government Property Sales and also the common sense exemption pursuant to CEQA Guidelines Section 15061(b)(3) and none of the exceptions to the exemptions under CEQA Guidelines Section 15300.2 apply.

Fiscal Impact:

The Property is being sold for $750,000 in accordance with the Agreement of Purchase and Sale and Escrow Instructions with the WGF which is based on the date of value of April 15, 2018.

Citizens Advised:

N/A
Resolution No. 23-70 – Surplus Land Act Findings and
approval of the Purchase and Sale Agreement for
12843 Norwalk Boulevard
November 21, 2023
Page No. 2
6 7
5 Recommended Action:

Staff recommends City Council adopt Resolution No. 23-70, MAKING FINDINGS UNDER

SURPLUS LAND ACT AND APPROVING THE PURCHASE AND SALE OF REAL PROPERTY LOCATED AT 12843 NORWALK BOULEVARD.

Attachments:

Attachment No. 1 - Resolution No. 23-70
Attachment No. 2 - Agreement of Purchase and Sale and Escrow Instructions Attachment No. 1
RESOLUTION NO. 23–70

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORWALK

MAKING FINDINGS UNDER THE SURPLUS LAND ACT AND

APPROVING THE PURCHASE AND SALE OF THE REAL PROPERTY
LOCATED AT 12843 NORWALK BOULEVARD BY AND BETWEEN THE
CITY OF NORWALK AND WILSHIRE GROUP FUNDING, INC.

WHEREAS, the City of Norwalk (“City”) is the Successor Agency to the Norwalk Redevelopment Agency, which acquired real property located at 12843 Norwalk Boulevard, Accessor’s Parcel Number: 8047-005-903 (“Property”), in the City of Norwalk, County of Los Angeles, by eminent domain from the Wilshire Group Funding, Inc. (“WGF”) in 2008; and
WHEREAS, pursuant to California Code of Civil Procedure (“CCP”) §1245.245, if the Property taken by eminent domain is not used for the stated public use within ten years of the adoption of the “Resolution of Necessity”, and a new or reauthorization resolution was not adopted, Property shall be sold to the person or persons from whom the Property was acquired; and
WHEREAS, as of 2019, the City had not developed the Property into a permanent public parking lot as stated in the Resolution of Necessity associated with the acquisition of the Property by eminent domain nor adopted a reauthorized resolution; and WHEREAS, in January of 2019, WGF filed a Writ of Mandate against the City to enforce a right of first refusal against the City pursuant to CCP §1245.245; and WHEREAS, on July 24, 2020, City and WGF entered into a Settlement and Tolling Agreement (“Settlement Agreement”) under which City agreed to sell the Property to WGF pursuant to the provisions of CCP §1245.245; and
WHEREAS, City and WGF have agreed to terms for the sale based on two appraisals with a date of value of April 15, 2018, which have been memorialized in an Agreement of Purchase and Sale and Escrow Instructions; and WHEREAS, in July of 2023, the California Department of Housing and Community Development (“HCD”) issued the City written guidance confirming that the granting of a right of first refusal pursuant to CCP §1245.245(f) is not a disposition of surplus land and therefore not subject to the California Government Code (“Gov. Code”) Sections 54220 et seq. (“Surplus Land Act”); and
WHEREAS, pursuant to Section 54221(f)(1)(G), surplus land that is subject to “valid legal restrictions that are not imposed by the local agency and that would make housing prohibited, unless there is a feasible method to satisfactorily mitigate or avoid the prohibition on the site” is considered “Exempt Surplus Land.” Resolution No. 23–70 Page 2 of 3
2 9
6 5

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORWALK HEREBY DETERMINES, FINDS, AND RESOLVES AS FOLLOWS:

Section 1. The facts set forth in the Recitals, above, are true and correct and incorporated into the findings below.

Section 2.Findings. Pursuant to the information included in the above recitals, the associated Agenda Report, and Surplus Land Act, the City Council finds that:

A. The sale of the Property to WGF is not a “disposition of surplus land” and therefore not subject to the Surplus Land Act in concurrence with the HCD Guidance. As the Property was acquired through eminent domain and subject to the right of first refusal provisions in CCP § 1245.245, a sale of the Property to WGF would not be considered a “disposition of surplus land” and would not require the City to issue a notice of availability or make the Property available for acquisition by an affordable housing developer or sponsor or other local public entities.

B. In addition to the finding set forth in Subsection A of Section 2 above, the City Council alternatively finds that the Property constitutes Exempt Surplus Land pursuant to Section 54221(f)(1)(G) of the Surplus Land Act. Because the Property was acquired by the City through eminent domain, the Property is subject to WGF’s right of first refusal pursuant to CCP Section 1245.245. The right of first refusal is not a condition or legal restriction imposed by the City, but rather imposed by operation of law pursuant to CCP §1245.245(f). Therefore, the right of first refusal cannot feasibly be avoided or mitigated.

Therefore, the City finds that WGF’s right of first refusal is a valid legal restriction on the Property that would prohibit the development of housing, and hereby declares the Property “Exempt Surplus Land” pursuant to Section 54221(f)(1)(G) of the Surplus Land Act. The City is therefore not required to issue a notice of availability or make the Property available for acquisition by an affordable housing developer or sponsor or other local public entities.

Section 3. The actions taken by the City Council under this Resolution are exempt from the requirements of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15312 – Class 12 – Surplus Government Property Sales and also the common sense exemption pursuant to CEQA Guidelines Section 15061(b)(3) and none of the exceptions to the exemptions under CEQA Guidelines Section 15300.2 apply.

Section 4. The City Council also approves the Agreement of Purchase and Sale and Escrow Instructions for the real property located at 12843 Norwalk Boulevard, in the City of Norwalk, California (Accessor’s Parcel Number: 8047-005-903), and hereby authorizes the City Manager to execute the Agreement of Purchase and Sale and Escrow Instructions and any ancillary documents reasonably necessary to effectuate the intent of this Resolution in a form approved by the City Attorney.

Resolution No. 23–70 Page 3 of 3
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Section 5. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof of this Resolution is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council declares that it would have adopted this Resolution, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional. To this end, the provisions of this Resolution are declared to be severable.

Section 6.The Mayor, or presiding officer, is hereby authorized to affix her signature to this Resolution signifying its adoption by the City Council of the City of Norwalk and the City Clerk, or her duly appointed assistant, is directed to attest thereto.

Section 7. This Resolution shall become effective immediately upon its adoption.

APPROVED AND ADOPTED on this 21st day of November 2023.

____________________________

ANA VALENCIA
MAYOR
ATTEST:
_______________________________

THERESA DEVOY, CMC

CITY CLERK

1 AGREEMENT OF PURCHASE AND SALE

AND ESCROW INSTRUCTIONS
(Property formerly designated as 12843 Norwalk Boulevard, Norwalk, CA 90650)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”), is dated as of _____________, 2023, is made by and between the City of Norwalk, a municipal corporation (“Seller” or “City ”), and Wilshire Group Funding, Inc , a California Corporation (“Buyer”). Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Seller is the fee owner of approximately 19,098 square feet of real property formerly referred to as 12843 Norwalk Boulevard in the City of Norwalk, Los Angeles County, California, and designated at the time of this Agreement, as Assessor’s Parcel Number 8047-005- 903 and more particularly described in the Legal Description attached as Exhibit “A,” and as shown on Exhibit “B” attached hereto and incorporated herein, including a ll improvements located thereon, and all rights, privileges, easements and appurtenances thereto, if any, and all rights, title and interest in and to all minerals, oil, gas and other hydrocarbon substances, development rights and water stock relating thereto (the “Property”).

B. The Parties were previously involved in litigation concerning the Property as alleged in the Verified Petition for Writ Mandate, Los Angeles Superior Court Action No. 19STCP00288 filed by Buyer against Seller on January 29, 2019 , alleging among other things, that Seller is required to offer a right of first refusal to purchase the Property pursuant to California Code of Civil Procedures Section 1245.245 (the “Action”).

C. During the course of the Action, the Parties entered into that certain Settlement and Tolling Agreement dated July 24, 2020 containing the agreed upon terms to resolve the issues set forth in the Action and to avoid the need for further expenditure of resources in the Action (the “Settlement Agreement”), whereby the Seller agrees to sell the Property to the Buyer in accordance with California Code of Civil Procedure Section 1245.245.

D. Pursuant to the terms of the Settlement Agreement, the Parties conducted independent appraisals of the Property and reached an a greed upon sales price as set forth in this Agreement below.

E. Seller desires to sell the Property to Buyer and Buyer desires to purchase the Property under the terms and conditions contained in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. Sale of Property; Purchase Price.

1.1 Sale of Property. Seller shall sell to Buyer and Buyer shall purchase from Seller the Property at the price and upon the terms and conditions set forth in this Agreement.

2 1.2 No Sale of Personal Property . Buyer acknowledge s that no personal property is being conveyed to Buyer pursuant to this Agreement.

1.3 Purchase Price. Buyer shall pay to Seller the total purchase price for the Property of Seven Hundred and Fifty Thousand and 00/100 Dollars ($ 750,000.00) (the "Purchase Price"), which constitutes the fair market value of the Property as of April 15, 2018 free and clear of all liens and encumbrances except those identified in Section 2.3.1 (a)-(c), infra. The Purchase Price shall be paid as follows:

(a) Within ten (10) days of the Opening of Escrow, Buyer shall deposit the sum of Fifty Thousand Dollars ($50,000) into Escrow (as defined in Section 2 below) as a good faith deposit (“Earnest Money Deposit”).

(b) The balance of the Purchase Price and such other sums as may be increased or decreased in account of any additional deposits, prorations, credits, or other adjustments as may be required by this Agreement shall be deposited before the Close of Escrow.

1.4 Liquidated Damages.

If through default Buyer fails or refuses to complete the transfer of title to the Property, to which Seller is prepared to deliver insurable title free and clear of all encumbrances in accordance with the terms and conditions of this Agreement, if such default is not cured within thirty (30) days of Buyer’s receipt of Seller’s written notice thereof, this Agreement may be terminated at the sole option of Seller, and the parties agree that (1) Seller shall draw down on Buyer’s Earnest Money Deposit as liquidated damages in an amount of Five Hundred Dollars ($500). It is understood and agreed that such liquidated damages amount represents Seller's reasonable estimate of actual damages and does not constitute a penalty. Recovery of liquidated damages shall be the sole and exclusive remedy of Seller against Buyer for failing to consummate this Agreement as a result of Buyer's breach hereof, and shall be applicable regardless of the actual amount of damages sustained and all other remedies are deemed waived by Seller.

2. Escrow; Closing Conditions.

2.1 Opening of Escrow; Escrow Instructions.

2.1.1 Opening of Escrow. Within ten (10) business day after the execution of this Agreement by the parties, Buyer and Seller shall open an escrow (the "Escrow") with Wilshire Escrow – Leslie Lim located at 4270 Wilshire Blvd., Los Angeles, California 90010 (“Escrow Holder”). The actual date of the deposit of a fully executed original of this Agreement with Escrow Holder shall constitute the opening of Escrow (the "Opening of Escrow").

2.1.2 Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Property. Buyer and Seller shall execute, deliver, and be bound by any reasonable or customary supplemental or additional escrow instructions (“Additional Instructions”) of the Title Company or other instruments as may be

3 reasonably required by the Title Company in order to consummate the transaction contemplated by this Agreement, provided they do not conflict with, amend, or supe rsede any portions of this Agreement, unless consented or agreed to in writing by Seller and Buyer. In the event of any conflict o r any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties.

2.2 Closing of Escrow. For purposes of this Agreement, “Close of Escrow” or “Closing” means the recordation in the Official Records of the County of Los Angeles, California of the grant deed (the “Grant Deed ”) in the form attached hereto as Exhibit “C” and the disbursement of the funds and distribution or recording of any other documents by Title Company, all as described herein. Subject to the satisfaction of the conditions to closing set forth in Sections

2.9 and 2.10 below, Close of Escrow shall occur upon the following: (i) thirty (30) days following the approval of Buyer’s Entitlements (as defined in Section 2.9.3) by the City of Norwalk and the California Department of Transportation (“Caltrans”) (if applicable) and all applicable appeal periods have expired, and (ii) the expiration of the Due Diligence period set forth in Section 2.3.2.

Buyer may elect to close escrow sooner and will provide at least a ten (10) day written notice to Seller. If the Close of Escrow does not occur, this Agreement shall terminate and the Earnest Money Deposit shall be returned to Buyer, and each Party shall pay one-half (1/2) of any Escrow cancellation charges.

2.3 Condition of Title; Title Policy; Due Diligence.

2.3.1 Condition of Title; Permitted Exceptions. Seller shall convey title to the Property to Buyer by a grant deed in the form attached hereto as Exhibit “B”. At the Close of Escrow, First American Title Company – Summer Hale located at 18500 Von Karman Ave., Irvine, California 92612 (the "Title Company") shall issue through Escrow an Owner's Policy of Title Insurance (the "Title Policy") with CLTA coverage, unless Buyer elects ALTA coverage and pays the additional cost of suc h coverage pursuant to Paragraph 2.4.2 below, in which event the Title Company shall issue the Title Policy with ALTA coverage, with liability in the amount of the Purchase Price, insuring fee title to the Property vested in Buyer, subject only to the following exceptions (the "Permitted Exceptions"):

(a) The standard printed exceptions set forth in the Title Policy.

(b) A lien to secure payment of general and special real property taxes and assessments that accrue from and after the Close of Escrow.

(c) A lien of s upplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Close of Escrow.

(d) Matters affecting the condition of title created by or with the consent of the Buyer.

(e) Other exceptions to title disclosed by the Title Report that have been approved in writing by Buyer prior to the Close of Escrow.

4 2.3.2 Buyer shall have a period of sixty (60) days from the Opening of Escrow to approve title to the Property and the cond ition of the Property and all things in any way related to the Property in its sole and absolute discretion (“Due Diligence Period”). The Closing shall be contingent upon Buyer’s inspection and written approval (or objection) of the condition of the Property and title to the Property. If Buyer fails to give such written notice of approval or objection within the Due Diligence Period, Buyer shall be deemed to have approved title to the Property and the condition of the Property and all things in any way related to the Property.

2.3.3 Buyer shall bear the cost of a Preliminary Environmental Assessment to be ordered by the Buyer during the Due Diligence period. At the close of escrow, Buyer shall be credited for any remediation costs and expenses that arise from any environmental issues or contamination related to the premises.

2.4 Costs.

2.4.1 Escrow Holder's fees with respect to the Escrow shall be paid by Buyer and Seller equally.

2.4.2 Seller shall pay the premium for a CLTA Standard Policy of Title Insurance. The additional cost for an ALTA Owner's Policy, if selected by Buyer, and any endorsements to the Title Policy requested by Buyer shall be paid for by Buyer. Buyer shall pay all costs and expenses, if any, incurred in connection with obtaining a survey of the Property.

2.4.3 All expenses and charges incurred in connection with the discharge of delinquent taxes, if any, or monetary liens or monetary encumbrances on the Property, other than (a) those created by or mad e through Buyer, (b) bonds, taxes and assessments payable over time, except to the extent payable by Seller under Subparagraph 2.4.4 below, (c) interests granting royalties to third parties, (d) liens arising out of any legal proceedings encumbering the Pr operty, notwithstanding the fact that such liens could be discharged by the payment of money, and (e) any exception to title that cannot expressly, by its terms, be discharged by payment of money, shall be paid by Seller.

2.4.4 All installments of bonds, special taxes or assessments which are a lien on the Property and due and payable in full prior to the time of Closing shall be prorated in the manner set forth in Paragraph 2.8 below; provided, however, that in determining any amount payable by Seller, such assessments shall be amortized over the longest period of time permitted by the taxing authority to make such payment, even if the assessment is assessed as a lump sum.

2.4.5 Each party shall be responsible for payment of the fees and expenses of its counsel relating to this Agreement and the transactions contemplated hereby.

2.4.6 Any city or county documentary or transfer taxes and recording fees shall be paid by Seller.

5 2.4.7 Any other closing costs or charges shall be paid by Buyer and Seller equally.

2.5 Deposit of Documents by Seller. Seller shall deposit with Escrow Holder the following items no later than one (1) business days prior to the Closing Date, duly executed and acknowledged where required:

2.5.1 The Grant Deed, executed by Seller and acknowledged.

2.5.2 A certification, duly executed by Seller under penalty of perjury in the form of, and upon the terms set forth in, the Transferor’s Certification of Non -Foreign Status (“FIRPTA Certificate).

2.5.3 An owner’s affidavit, in a form and substance acceptable to the Title Company.

2.5.4 To the extent not previously delivered to Buyer, originals of any leases, any contracts relating to the Property, certificates of occupancy, governmental approvals, and any other d ocuments, instruments or agreements reasonably necessary to effectuate the transaction contemplated by this Agreement to the extent any such documents are in Seller's possession.

2.5.5 All other documents as may reasonably be required by Escrow Holder or the Title Company to close the Escrow in accordance with this Agreement.

2.6 Deposit of Documents and Funds by Buyer . Buyer shall deposit with Escrow Holder the following items no later than one (1) business days prior to the Closing Date, duly executed and acknowledged where required:

2.6.1 The Purchase Price plus such additional funds required to pay Buyer's costs and prorations as provided in Paragraph 2.4 above and Paragraph 2.8 below, less any credits Buyer is entitled to hereunder, including, but not limited to, the reimbursement of 50% of the ALTA survey fees, in the amount of $2,275.00.

2.6.2 All other documents as may be reasonably required by Escrow Holder or the Title Company to close the Escrow in accordance with this Agreement.

2.7 Delivery of Documents and Funds at Closing . Upon Closing, Title Company and Escrow Holder, as applicable, are authorized and instructed to:

2.7.1 Deliver to Seller on the Closing Date immediately available funds in the sum of the Balance, and such other funds, if any, due Seller by reason of prorations, less Seller's closing costs and prorations, if any, as provided in Paragraph 2.4 above and Paragraph 2.8 below, and any credits Buyer is entitled to hereunder.

2.7.2 Pay, and charge Buyer and Seller, respectively, for any fees, charges, and costs payable under this Agreement. Before such payments are made, Escrow Holder

6 shall notify Buyer and Seller of the fees, charges, and costs necessary to clear title and close Escrow, all of which shall be reflected on the closing statement at Closing.

2.7.3 Record the Grant Deed in the Office of the County Recorder of Los Angeles County and any other instruments as appropriate, delivered through Escrow.

2.7.4 Obtain and deliver the original Title Policy to Buyer and a copy to Seller.

2.7.5 Disburse such other funds and deliver such other documents to the Parties is entitled thereto.

2.7.6 Cause the Title Policy to be issued.

2.8 Prorations.

2.8.1 Taxes. Escrow Holder shall prorate on a 365 -day basis the ad valorem taxes on the Property for the current fiscal year and all installments of bonds, special taxes, and assessments payable over time as of the Close of Escrow based upon the most current real estate tax information available. Buyer shall assum e and shall pay all taxes and assessments (including all roll -back taxes and assessments) levied or assessed against any portion of the Property as the result of a change in the use or ownership of the Property occurring from and after the Closing Date

2.8.2 Utilities. Escrow Holder shall prorate through Escrow, on a 365 - day basis, all water, gas, electric and other utility services, if any, on the Property.

2.9 Buyer's Conditions to Closing. Buyer shall not be obligated to proceed to the Close of Esc row and the Closing shall not occur unless and until, in addition to all other conditions contained in this Agreement, the following conditions have been satisfied or waived in writing by Buyer:

2.9.1 Title Report. Promptly following the execution of thi s Agreement by Buyer and Seller, the Title Company shall have delivered to Buyer a preliminary title report issued by the Title Company (the "Preliminary Report") for the Property (as well as copies of all title documents referred to therein). Closing shall be contingent upon Buyer’s approval of the Title Report and the title of the Property during the Due Diligence Period. For any exceptions to title noted in the Preliminary Report not referenced in Section 2.3.1 (a) -(c), supra, Seller will use its best efforts to remove any clouds on title prior to the Closing.

2.9.2 Issuance of Title Policy. The Title Company shall have issued the Title Policy as of the Close of Escrow.

2.9.3 All entitlements applied for by Buyer for the development of the Property as listed in Exhibit “D,” attached hereto and incorporated herein (collectively “Buyer’s Entitlements”), have been approved by the City of Norwalk Planning Commission and/or City

7 Council and Caltrans under the California Outdoor Advertising Act (if applicable) and all applicable appeal periods have expired.

2.9.4 The City of Norwalk City Council shall have, at a duly noticed public meeting, adopted a resolution declaring the Property “Exempt Surplus Land” in accordance with the requirements of the California Surplus Land Act and transmitted the resolution to the California Department of Housing and Community Development at least 30 days prior to the Closing.

2.10 Seller's Conditions to Closing . Seller shall not be obligated to proceed to the Close of Escrow and the Closing shall not occur unless and until, in add ition to all other conditions contained in this Agreement, the following conditions have been satisfied or waived in writing by Seller:

2.10.1 Performance of Obligations. At or prior to the Closing Date, Buyer shall have performed all of Buyer's obligations herein that are to be performed prior to the Closing as required under this Agreement.

2.10.2 Buyer has paid to City all applicable and constitutional development impact fees, processing and permit fees, and costs as established under the City’s maste r fee schedule in effect as of the date of this Agreement as indicated on the first page of this Agreement in connection with Buyer’s Entitlements.

2.10.3 The City of Norwalk City Council shall have, at a duly noticed public meeting, adopted a resolution declaring the Property “Exempt Surplus Land” in accordance with the requirements of the California Surplus Land Act and transmitted the resolution to the California Department of Housing and Community Development at least 30 days prior to the Closing.

2.10.4 The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow.

2.11 Waiver. It is hereby understood that the conditions set forth in Paragraph s

2.9 and 2.10 above are for the benefit of Buyer and Seller, respectively and may be waived by either party in writing delivered to the other party and Escrow Holder. In satisfying the conditions in Paragraphs 2.9 and 2.10, Seller and Buyer shall each exercise good faith, reasonableness, and diligence. However, decisions authorized to be made in the sole discretion of either Buyer or Seller shall be final and not subject to review or challenge on any basis.

2.12 Termination. Upon any termination of this Agreement and the Escrow (if applicable) for any reason, other than either party's default hereunder, (i) each party shall execute such documents as Escrow Holder may reasonably require to evidence such termination, (ii) Escrow Holder shall charge its fees and expenses to both parties equally, (iii) subject to the provisions of Subparagraph (ii) above, Escrow Holder shall return all documents and funds to the party who deposited them, (iv) , and (vii) all obligations of either party relating to this Agreement and the Property shall terminate.

8 3. Seller's Representations and Warranties . Subject to the limitations set forth under Section 5 of this Agreement, S eller hereby represents and warrants to Buyer that, unless otherwise provided, at the date of execution hereof and at and as of the Closing Date:

3.1 Seller is a California municipal corporation and has the legal capacity to understand and authority, under the laws of the State of California, California Constitution, and the Norwalk Municipal Code, to execute this Agreement and all documents in connection therewith.

3.2 Seller is not a "foreign person" within the meaning of Internal Revenue Code §1445.

3.3 If Buyer believes or asserts that any representation or warranty set forth in this Paragraph 3 is not true or complete, it must commence an action or proceeding with respect to the truth, accuracy, or completeness of any representation or warranty of Seller, if at all, within six (6) months after the Close of Escrow.

3.4 Seller has not knowingly released or has knowledge of any release of any hazardous substance on the Property during the period of Seller's ownership of the Property. The term “hazardous substances”, as used in this agreement, shall mean pollutants, contaminates, toxic or hazardous waste, medical or infectious waste, reactive substances, that could explode, or any other substances, the removal of which is required or the use of which is restricted, prohibited or penalized by any “environmental law,” which term shall mean any federal, state or local law or ordinance relating to pollution or protection of the environment. As Buyer has already performed a Phase 1 assessment and a Phase 2 assessment is recommended thereby, Seller shall pay for such an assessment to be performed during the due diligence period.

3.5 Seller is unaware of any pending or threatened litigation with regard to Property, or any injuries that have occurred on the Property during the period of its ownership that might result in any premises liability.

4. Buyer's Repr esentations and Warranties . Buyer represents and warrants to Seller as follows:

4.1 Buyer has full power and authority to execute and enter into this Agreement and to consummate the transaction contemplated hereunder. This Agreement constitutes the valid and binding agreement of Buyer, enforceable in accordance with its terms subject to bankruptcy, insolvency of other creditors’ rights laws of general application. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which Buyer is a party.

4.2 Buyer has inspected the Property and is familiar with all aspects of the Property and its condition, and accepts such condition.

9 5. Buyer's Acknowledgment and General Release.

5.1 “AS-IS” Sale. Except as provided in Paragraph 3 of this Agreement, Buyer acknowledges and agrees that Seller makes no representation or warranty respecting the Property, or any portion thereof, or otherwise in connection with the transaction contemplated hereby.

Without limiting the generality of the foregoing, Buyer her eby acknowledges and agrees that Buyer purchases the Property " AS IS " with all faults, without representation, warranty or guarantee of any kind, either express or implied, including, without limitation, any warranty of condition, merchantability, habitabi lity or fitness for a particular use or purpose or the value, accuracy of information, marketability, prospects for future development, use or occupancy, except as provided in Paragraph 3 above.

5.2 Waivers and Releases . Upon Close of Escrow, and except as to any breaches of warranties, duties or obligations of Seller set forth in this Agreement and/or liability for contribution for any release of any hazardous substance by Seller on the Property, Buyer hereby waives, to the maximum legal exten t, any and all claims, remedies and causes of action for damages, liabilities, losses, or injuries related to Buyer’s acquisition of the Property , whether known or unknown, foreseeable, or unforeseeable. Buyer, on behalf of itself and its successors and assigns, hereby fully releases Seller, its successors, agents, representatives, and assigns from all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of Buyer’s purchase of the Property.

5.3 California Civil Code Section 1542. Buyer hereby acknowledges that it has either consulted with legal counsel, or had an opportunity to consult with legal counsel regarding this Release, and represents and warrants that it is familiar with the provisions of California Civil Code Section 1542, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have material ly affected his or her settlement with the debtor.”

Buyer acknowledges that with respect to the sale of the Property to Buyer, Buyer may have sustained damage, loss, costs, or expenses which are presently unknown and unsuspected, and such damage, loss, costs, or expenses which may have been sustained, may give rise to additional damage, loss, costs, or expenses in the future. Nevertheless, Buyer hereby acknowledges, represents and warrants that this Agreement has been negotiated and agreed upon in light o f that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under Section 1542 or other statute or judicial decision of similar effect. Notwithstanding the foregoing, nothing in this section relieves Seller of any liability for any breaches of warranties, duties or obligations of Seller set forth in this Agreement and /or liability for contribution for any release of any hazardous substance by Seller on the Property.

____________ ____________
Buyer’s Initials

10 6. Reservation of City’s Discretion. The Parties agree and acknowledge that nothing in this Agreement in any respect shall be construed to affect or prejudge the exercise of the City’s discretion concerning the submittal by Buyer of Buyer’s Entitlements. Furth er, nothing in this Agreement in any respect shall be construed to affect or prejudge the City’s discretion to consider, negotiate, or undertake any action with respect to Buyer’s Entitlements.

By its execution of this Agreement, the City is not committ ing itself to or agreeing to undertake any other acts or activities requiring the subsequent independent exercise of discretion by the City or any City commission, board, or department thereof. Except as specifically provided in this Agreement, the City s hall not be responsible for any costs or expenses incurred by Buyer in connection with this Agreement or Buyer’s Entitlements, nor shall the City be responsible for any potential lost profits of the Buyer.

Buyer is aware, understands, and acknowledges t hat City is by law required to exercise its sole unfettered discretion in considering Buyer’s Entitlements . Neither this Agreement nor any other agreement between Buyer and Seller obligates the City to approve, disapprove, or consider Buyer’s Entitlements in a particular manner.

7. Delivery of Possession. Subject to the rights of all tenants on the Property, if any, Seller shall deliver possession of the Property to Buyer at the Close of Escrow.

8. Commissions. Buyer and Seller represent and warrant to one another that no broker, salesman or finder has been engaged by them in connection with the transactions contemplated by this Agreement.

9. Notices. Whenever Escrow Holder or any party hereto shall desire to deliver to the other any notice, demand, request or other communication, each such notice, demand, request or other communication shall be in writing, shall be given by personal delivery, by registered or certified United States mail, return receipt reques ted, or by overnight courier, postage prepaid, addressed as follows:

If to Seller: City of Norwalk
12700 Norwalk Boulevard
Norwalk, CA 90660
Attn: City Manager
Tel: (562) 929-5700
Fax: (562) 929-5780
Email: [email protected]

With a copy to: Alvarez-Glasman & Colvin
13181 Crossroads Parkway North, Suite 400 West
City of Industry, CA 91746
Attn: Arnold M. Alvarez-Glasman, City Attorney
Tel: (562) 699-5500
Fax: (562 692-2244
Email: [email protected]

11 If to Buyer: Wilshire Group Funding
714 S. Plymouth Blvd,
Los Angeles, CA 90005
Attn: Amir Houriani
Tel: 310-903-2606
Fax:________________
Email:[email protected]

With a copy to: Sullivan, Workman & Dee, LLP
600 N. Rosemead Blvd., Suite 209
Pasadena, CA 91107
Attn: Karyn A. M. Jakubowski
Tel: (626) 656-8700 x 207
Email: [email protected]

Any such notice, demand, request or other communication shall be deemed effective on the day of actual delivery or refusal to accept as shown by the addressee's return receipt. If the date on which any notice required to be delivered hereunder falls on a weekend or legal holiday, then such notice may be delivered on the next business day immediately following such weekend or holiday. If the date of Closing, or any other d ate fall s on a weekend or legal holiday, then such date shall automatically be extended to the next business day immediately following such weekend or holiday. The foregoing addresses may be changed by notice given in accordance with this Paragraph.

10. Indemnification. Seller shall, at its expense, defend, indemnify, and hold harmless the Buyer and its officers, agents, employees and representatives harmless from any and all losses, liabilities, claims, lawsuits, causes of action, judgments, settlements, court costs, attorneys’ fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other damages of whatsoever nature arising out of or in connection with, or relating in any manner to any act or omission of Seller or its agents, employees, contractors and subcontractors of any tier and employees thereof in connection with or arising from Seller’s ownership or operation of the Property, except for any such loss, liability, claim, lawsuit or other damage arising from the gross negligence or willful misconduct of the City or its officers, agents, employees or representatives.

11. Amendment; Entire Agreement. All amendments and supplements to this Agreement must be in writing and executed by Buyer and Seller. All understanding s and agreements between the parties (including any printed offer of sale provided by Seller to Buyer) regarding the Property are merged in this Agreement, which alone fully and completely expresses the agreement of the parties regarding the Property. This Agreement has been entered into after full investigation of the facts by both Parties and neither Party has relied on any statement or representation not embodied in this document. This Agreement has been drafted through a joint effort of the parties and their counsel and therefore shall not be construed against either of the parties as the draftsperson.

12 12. Governing Law. This Agreement shall be governed under the laws of the State of California.

13. Counterparts, Headings and Defined Terms. This Agreement may be executed in several counterparts each of which shall be an original, but all such counterparts shall constitute one such Agreement. The headings used herein are for convenience only and are not to be construed to be part of this Agreement. For the purposes of this Agreement, (a) the term "including" means "including without limitation," and (b) when a time period is specified in this Agreement for the performance of an act or the occurrence of an event, "days" shall mean "calendar days," unless otherwise specified herein.

14. No Offer. Submission of this Agreement for examination or signature by Buyer is not effective as an agreement to sell the Property or otherwise until execution by and delivery to both Buyer and Seller of an original of this Agreement.

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

16. Waiver. The waiver by one party of performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be consid ered to be a waiver by it of any other covenant, condition or promise. The waiver by either or both parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law.

17. Third Parties . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

18. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agree ment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the Escrow on written notice to the other party given no later than ten (10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability, and the provisions of Paragraph

2.11 above shall apply.

19. Additional Documents. Each party hereto agrees to perform any further acts and to execute and deliver any further documents which may be reasonably necessary to carry out the provisions of this Agreement.

20. Assignment; Binding Effect. This Agreement shall not be assignable by Buyer to any other party, except a wholly owned subsidiary of Buyer, without the prior written consent of Seller, which consent Seller may withhold in its sole discretion. For purposes of this Paragraph,

13 any agreement entered into between Buyer and a third party , except a wholly owned subsidiary, prior to the Close of Escrow to sell or otherwise transfer any intere st in the Property, including, without limitation, the execution of escrow instructions contemplating such a sale or transfer shall be deemed an assignment. Any such assignment without Seller's consent as provided herein, shall be deemed a material breach of this Agreement, and Seller, may, in Seller's sole discretion, elect to terminate this Agreement, in which case this Agreement shall be null and void, Buyer shall have no further rights hereunder, and Seller shall be entitled to damages. Subject to the f oregoing, this Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Seller and Buyer.

21. Independent Counsel. Each party acknowledges that it has consulted with and had the opportunity to consult with independ ent counsel of its own choosing in connection with the negotiation and execution of this Agreement.

22. De Minimis Remnants. The parties acknowledge that the legal description attached hereto as Exhibit A was prepared based upon existing Right of Way Map s in the possession of the State of California acting by and through the Department of Transportation (“CALTRANS”) as of the date of this Agreement . The parties further acknowledge that CALTRANS constructed improvements that appear to utilize a smaller ar ea than currently indicated on the Right of Way maps. Subsequent to the Close of Escrow, should Seller be deeded from CALTRANS any further portion of the property formerly known as 12843 Norwalk Boulevard in the City of Norwalk, Los Angeles County that it otherwise would have been required to sell to Buyer pursuant to California Code of Civil Procedure Section 1245.245 , said portions shall thereafter be quitclaimed from Seller to Buyer at no additional cost to Buyer. This provision will survive the close of escrow and the termination of this agreement.

[Signature(s) on the following page(s)]

14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BUYER:

Wilshire Group Funding, ____
By: ____________________________________
Its: _____________________________________
Date: ___________________________________
SELLER:

City of Norwalk, a municipal corporation
By: ____________________________________
Jesus Gomez, City Manager
Date: ___________________________________
ATTEST:

By: ____________________________
Theresa Devoy, CMC, City Clerk
APPROVED AS TO FORM:

By: ____________________________
Arnold M. Alvarez-Glasman
City Attorney

EXHIBIT A & B
Legal Description with Map

EXHIBIT C

Grant Deed

Recording requested by and when
recorded mail to:

Wilshire Group Funding
WGF Contact Information

With a copy to:

City of Norwalk
12700 Norwalk Boulevard
Norwalk, CA 90660
Attn: City Clerk

APN: ________

GRANT DEED

THE UNDERSIGNED GRANTOR declares: (a) DOCUMENTARY TRANSFER TAX is $ ______; and (b) CITY TAX is $0.

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the City of Norwalk, a municipal corporation (“Grantor”), hereby grants to Wilshire Group Funding, a California corporation (“Grantee”), all of its respective rights, title, and interest in the real property located in the City of Norwalk, County of Los Angeles , State of California, as more particularly described in Attachment 1 attached hereto and incorporated herein by this reference (the “Property”).

IN WITNESS WHEREOF , Grantor has executed this Grant Deed as of _______________________.

CITY OF NORWALK, a municipal corporation
“Grantee”

By: _______________________
Jesus Gomez, City Manager

[Signature to be notarized]

ATTACHMENT 1
To Grant Deed
Legal Description

EXHIBIT D

List of Entitlements

1. Precise Development Plan (PDP) No. 2039

2. Director’s Approval Request (DAR) No. 05

3. Variance (VAR) No. 2022-01

City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Glen W.C. Kau, P.E., Director of Public Services/City Engineer SUBJECT: RESOLUTION NO. 23-69 - APPROVING A SALE AND PURCHASE

AGREEMENT FOR THE SALE OF THE ARTESIA SERVICE AREA AND

RELATED ASSETS OF THE NORWALK MUNICIPAL WATER SYSTEM
Background:

The Norwalk Municipal Water System (NMWS), which is owned and operated by the City, provides water delivery services to a portion of the City and a small portion outside of its corporate boundaries to three areas within the City of Artesia. These areas are known as the Artesia Service Area (ASA), and serve a population of approximately 2,300 residents consisting of 891 water meter connections. These areas are as shown on Attachment Nos. 1, 2, and 3.

The City purchased and acquired the ASA areas from the former County Water Company in 2003. As the ASA is outside of the City’s corporate boundaries, operations and maintenance of the ASA places a strain upon the NMWS Utilities staff. The distance and travel time required to perform the water meter read services and ability to provide response to operational emergencies is very challenging. Due to current staffing levels, contract services are required and utilized for both water meter reading and emergency water system responses. As a result, the ASA system suffers from age, requiring major capital improvements.

Pursuant to the California Public Utilities Code Section 10061(b), which authorizes the City to sell all or any part of the portion of a public utility located outside its boundaries, the City initiated the process for the sale of the ASA portion of the NMWS in late 2018. City Council directed staff to engage with the solicitation process for sale of the ASA. On April 6, 2021, City staff generated and solicited a Request for Proposal (RFP) for the Purchase of the ASA and related assets (RFP 21-649) (Attachment No. 3).

It was determined that based on the ability to provide water services, delivery and operation, solicitation to potential providers would have to be geographically adjacent to the ASA.

City Council November 21, 2023
Resolution No. 23-69 – Approving the Sale of the
Norwalk Municipal Water System Artesia Service Area
Page No. 2
6 7
7 An RFP was solicited to both Golden State Water Company (GSWC) and Liberty Utilities water companies for potential interest of purchase. The City received just one proposal from GSWC.

After careful review and consideration of the proposal, it was determined that GSWC was suitable for the acquisition of the ASA.

Federal and State water quality regulations continue to evolve and threaten an unpredictable additional cost increase to water production. The regulation of Per- and Polyfluoroalkyl Substances (PFAS) has already added monitoring and reporting costs and will likely add expensive water treatment requirements in the near future. GSWC in better situated geographically and financially to address the issues with the ASA. The City’s small operation simply cannot compete with the economy-of-scale offered by the size of the water company’s organization.

GSWC is offering a one-lump sum payment of $5,250,000 to the City for the purchase of the ASA. Over the course of the last few months, City staff, along with the City Attorney’s Office, have negotiated the terms and conditions of a proposed Purchase and Sale Agreement attached hereto in substantial form (Attachment 2). It should also be noted that under the terms of the agreement, the City will retain all of its water rights.

If the ASA Purchase and Sale Agreement is approved by City Council through the proposed Resolution No. 23-69, the next step involves City staff assisting GSWC to obtain the required approval of the sale from the California Public Utilities Commission (CPUC). The CPUC process is expected to take a number of months to finalize.

Fiscal Impact:

Upon completion of the sale transaction, the City would receive a one-time lump sum payment of $5,250,000 from GSWC.

Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council adopt Resolution No. 23-69, A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF NORWALK, FINDING THAT REQUIREMENTS PURSUANT TO CALIFORNIA PUBLIC UTILITIES CODE SECTION 10061 FOR THE SALE OF THE CITY OF NORWALK’S ARTESIA SERVICE AREA WATER SYSTEM AND RELATED ASSETS City Council November 21, 2023
Resolution No. 23-69 – Approving the Sale of the
Norwalk Municipal Water System Artesia Service Area
Page No. 3
6 7
7 LOCATED OUTSIDE OF ITS BOUNDARIES, HAVE BEEN MET AND APPROVAL OF THE SALE, for the purchase price of $5,250,000.

Attachments:

1. Resolution No. 23-69 – Approving the Sale and Purchase Agreement

2. Draft Purchase and Sale Agreement
Attachment No. 1
RESOLUTION NO. 23-69

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORWALK,

FINDING THAT REQUIREMENTS PURSUANT TO CALIFORNIA PUBLIC UTILITIES CODE SECTION 10061 FOR THE SALE OF THE CITY OF NORWALK’S ARTESIA SERVICE AREA WATER SYSTEM AND RELATED

ASSETS LOCATED OUTSIDE OF ITS BOUNDARIES, HAVE BEEN MET

AND APPROVAL OF THE SALE
WHEREAS, the City of Norwalk (“City”), a California municipal corporation, is the owner of the Artesia Service Area Water System (“ASA Water System”) and related assets described in DRAFT GSWC Purchase Agreement attached to this Resolution located outside of the City’s boundaries; and
WHEREAS, the state legislature has found that public water systems are faced with the need to replace or upgrade the public water system infrastructure to meet increasingly stringent state and federal safe drinking water laws, but has also found that increasing amounts of capital needed to finance the necessary investment in public water system infrastructure is not possible for smaller, public water systems; and WHEREAS, pursuant to such findings, the state legislature passed the Public System Investment and Consolidation Act of 1997 (Public Utilities Code Section 2718, et seq.), promoting economies of scale by encouraging the consolidation of smaller public water systems with larger public water systems equipped with the expertise and resources to undertake necessary capital investments; and WHEREAS, on April 6, 2021, the City issued a Request for Proposals for the Purchase of the City of Norwalk Artesia Service Area Water System and Related Assets No. 21-649 for the acquisition of the ASA Water System, including full responsibility for its day-to-day management, operations, maintenance, repairs, and capital improvement projects (“RFP No. 21-649”); and
WHEREAS, the City received one proposal in response to RFP No. 21-649 from Golden State Water Company which has the experience, expertise, and capacity to take and better serve those customers in the ASA currently operated by the Norwalk Municipal Water System (NMWS); and
WHEREAS, Section 10061 of the California Public Utilities Code, authorizes a municipal corporation to sell, for just compensation, all or any part of its municipal water system that lies outside its municipal boundaries to any other public utility water corporation by following the provisions of Section 10061(b); and WHEREAS, pursuant to Section 10061(b), before the City sells the ASA Water System portion located outside of its boundaries, it shall, by resolution adopted by a majority of its legislative body, determine that the subject public utility, or portion thereof, is not necessary for supplying water service to its own inhabitants.

Resolution No. 23-69 Page 2 of 2
2 9
7 1

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORWALK HEREBY DETERMINES, FINDS, AND RESOLVES AS FOLLOWS:

Section 1. Findings.

A. The City Council finds that the City’s aging infrastructure, including the Water System, is in critical need of capital improvements.

B. The City Council finds that the ASA Water System located outside its municipal boundaries are not necessary for supplying water service to its own inhabitants.

C. The City Council finds that the acquiring entity will be bound to render water service to the person(s) formerly served through the Water System being sold on terms and conditions that are just and reasonable and do not unreasonably discriminate against the City’s customers.

Section 2. Final Action and Authority. The City Council of the City of Norwalk hereby approves the sale of the City’s ASA Water System located outside its municipal boundaries to Golden State Water Company on the terms and conditions set forth in that Sale and Purchase Agreement (“Agreement”), attached hereto in substantial form, subject to review by the City Attorney as to form and legality. The City Council hereby also vests in the City Manager the authority to finalize and execute all documents reasonably related to the performance of the Agreement and contemplated transaction.

Section 3. Description of the Property. The ASA Water System is depicted in Exhibit “A” attached to this Resolution.

Section 4. Effectiveness. This Resolution shall become effective immediately upon its adoption.

Section 5. The Mayor, or presiding officer, is hereby authorized to affix her signature to this Resolution signifying its adoption by the City Council of the City of Norwalk and the City Clerk, or her duly appointed assistant, is directed to attest thereto.

APPROVED AND ADOPTED this 21st day of November 2023.
__________________________

ANA VALENCIA
MAYOR
ATTEST:
_________________________

THERESA DEVOY, CMC

CITY CLERK

AGREEMENT FOR PURCHASE AND SALE
OF

WATER SYSTEM ASSETS - ARTESIA SERVICE AREA
By and Between

CITY OF NORWALK, CALIFORNIA,
a California Municipal Corporation
(“Seller”),
and

GOLDEN STATE WATER COMPANY,
a California Public Utility Water Company
(“Purchaser”)
DATED: _________, 2023
Attachment 2

TABLE OF CONTENTS

ARTICLES PAGE

1. RECITALS .......................................................................................................................................... 1

2. PURCHASE AND SALE; DESCRIPTION OF PURCHASED ASSETS......................................................... 1

3. LIABILITIES ........................................................................................................................................ 2

4. PURCHASE PRICE .............................................................................................................................. 4

5. REPRESENTATIONS AND WARRANTIES OF SELLER .......................................................................... 4

6. REPRESENTATIONS AND WARRANTIES OF PURCHASER .................................................................. 8

7. TITLE INSURANCE AND PERMITTED ENCUMBRANCES. ................................................................... 8

8. CONDITIONS PRECEDENT TO CLOSING ............................................................................................ 8

9. PRE-CLOSING CONDUCT; SELLER COVENANTS .............................................................................. 10

10. TERMINATION OF AGREEMENT ..................................................................................................... 11

11. CLOSING DATE AND CLOSING ........................................................................................................ 12

12. TAXES AND OTHER EXPENSES ........................................................................................................ 14

13. POST CLOSING COOPERATION; SURVIVAL PERIOD........................................................................ 14

14. INDEMNIFICATION PROVISIONS. ................................................................................................... 15

15. MISCELLANEOUS PROVISIONS ....................................................................................................... 19

APPENDICES
Appendix “A” (Inventory of Purchased Assets)
Appendix “B” (Service Territory)
Appendix “C” (Physical Facilities)
Appendix “D” (Inventory)
Appendix “E” (Environmental Law Compliance Certification) Appendix “F” (Pending Legal Actions Certification)
Appendix “G” (Customer Accounts)
Appendix “H” (Purchase Price Allocation Schedule)

1 AGREEMENT FOR PURCHASE AND SALE OF WATER ASSETS - ARTESIA SERVICE AREA THIS AGREEMENT FOR PURCHASE AND SALE OF WATER ASSETS (the “Agreement”) is made as of this __ day of ________ 2023, by and between Th e City of NORWALK California, a California Municipal Corporation (the “Seller”), and Golden State Water Company, a California corporation that is a California Public Utility as defined by the California Public Utilities Code (the “Purchaser”).

WHEREAS, the Seller owns and operates a municipal water system that includes the Artesia Service Areas (the “ASA Water Systems”), located in the City of ARTESIA, Los Angeles County, California, and which is comprised of the “Purchased Assets” (as defined below); and WHEREAS, the Seller has been granted a permit by the State of California Department of Water Resources, Division of Drinking Water (the “DDW”) to provide potable water services within defined areas within the City of NORWALK, California, as well as portions of the ASA Water Systems that reside outside the City of NORWALK; and
WHEREAS, the Seller issued a Request for Proposal ( the “RFP”) seeking to sell the ASA Water Systems to a third party; and
WHEREAS, the Purchaser submitted a proposal in response to the RFP; and WHEREAS, the Purchaser has the been granted the authority by the California Public Utilities Commission (the “CPUC”) to provide water service to the Artesia System as presented in CPUC Sheet Number 9022, which resides adjacent to or within the vicinity of the ASA Water Systems; and WHEREAS, the Purchaser desires to purchase Seller’s Artesia Service Area Water Systems assets pursuant to the terms and conditions contemplated in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and benefits to be derived from the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree to sell and purchase the Water System, upon the following terms and conditions:

1. RECITALS. The foregoing recitals are true and correct and are incorporated herein.

2. PURCHASE AND SALE; DESCRIPTION OF PURCHASED ASSETS.
a. Subject to the terms and conditions set forth in this Agreement, the Purchaser shall buy from the Seller, and the Seller shall sell to the Purchaser, the ASA Water Systems and the Purchased Assets (as defined below), free and clear of all claims, liens (statutory or otherwise), encumbrances, restrictions, charges, instrument s, licenses, preferences, priorities, security agreements, covenants, rights of recovery, hypothecations, security interests or other encumbrances or charges of any kind or nature whatsoever. b. Subject to Section 5 of this Agreement, the Purchaser is purchasing the Purchased Assets and the ASA Water Systems “As-Is” “Where-Is”.

2 c. “Purchased Assets ” shall mean all assets, properties, and rights, both tangible and intangible, that the Seller owns regarding the ownership, construction, operation or maintenance of the ASA Water Systems including, but not limited to:
i. The ASA Water Systems owned by Seller and all facilities and improvements located thereon in the Artesia Service Area , which is identified in Appendix “B” to this Agreement (the “Service Territory ”). If applicable, a ll licenses, rights -of- way, rights to use public and private roads, streets and other areas used in the ASA Water Systems . All water supply, distribution, and transmission facilities, including, but not limited to, transmission mains, distribution mains, supply pipes, valves, meters, meter boxes, service connections and all other physical facilities, equipment and property installations owned by Seller or to which Seller possesses rights and used in connection with the ASA Water Systems, including those identified in Appendix “C” (“Physical Facilities”) to this Agreement. ii. Cash in the amount of the Seller’s customer deposits as it relates to the Seller’s customers of the ASA Water Systems.
iii. All supplier lists, customer records (including, without limitation, historical customer account information) , customer billing, customer accounts, hardware and software, prints, plans, including plans in electronic or digital format, engineering reports, surveys, specifications, shop drawings, equipment manuals, and other information relating to the ASA Water Systems in the Seller’s possession, including any rights of the Seller, if any, to obtain copies of such items from engineers, contractors, consultants or other third parties, in paper or electronic form.
iv. All sets of record drawings, including as-built drawings, showing all facilities of the ASA Water Systems, including all original tracings, sepias or other reproducible materials in the Seller’s possession, including all rights of the Seller, if any, to obtain copies of such items from engineers, contractors, consultants or other third parties, in paper or electronic form.
v. All items of inventory owned by the Seller on the Closing Date (as defined below) and used to operate and maintain the ASA Water Systems . Inventory items/amounts as of the date of Agreement shall include , but is not limited to, those items listed in Appendix “D” ("Inventory”).
vi. All accounts receivables and unbilled receivables of the Seller related to the ASA Water Sy stems existing as of the Closing Date (collectively, the “ Accounts Receivable”).

3. LIABILITIES.
a. Assumed Liabilities. Subject to terms and conditions of this Agreement, the Purchaser shall assume as of the Closing Date only the following debts, obligations and other liabilities of Seller ( the “Assumed Liabilities”), and the Purchaser shall not assume or otherwise be responsible for any other debts, obligations or other liabilities of the Seller:

3 i. All liabilities to the customers of the ASA Water Systems incurred after the Closing Date, provided that the operative act giving rise to the liability occurred after the Closing Date . For the avoidance of doubt, all of the Seller’s liabilities to the customers of the ASA Water Systems that arose as a result of an operative act that occurred before the Closing Date shall be treated as an Excluded Liability (as defined below); All liabilities related to customer deposits as of the Closing date related to the ASA Water Systems; and
ii. Any liability arising from or related to the ownership, construction, operation and maintenance of the ASA Water Systems that arises after the Closing Date.

b. Excluded Liabilities. Notwithstanding the foregoing, the following are expressly excluded from the definition of Assumed Liabilities under this Agreement and shall not constitute liabilities assumed by the Purchaser (the “Excluded Liabilities”):
i. Any debts, liabilities, obligations, or other financial or service obligations of the Seller, except as may be expressly provided in Section 3(a) of this Agreement; ii. Any expense, assessment, exposure, fine, penalty, liability, act or omission of any kind whatsoever imposed or required by any third party, whether known or unknown, contingent, liquidated or unliquidated, arising or accruing under contract, law, tort, ordinance, law, regulation or otherwise, or arising or accruing before or after the Closing Date where the operative act or omission was that of or attributable to the Seller for its actions prior to the Closing Date; iii. Any liabilities of the Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller, including any liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments;
iv. Any liabilities arising from an y claim, demand, complaint, notice of violation, citation, action, governmental order, lien, or, as to each, any settlement or judgment arising therefrom, by or from any Person (as defined in Section 14 (d), below) alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or r emediation, natural resources damages, property damages, personal injuries, monitoring, penalties, fines, contribution, indemnification and injunctive relief) arising out of, based on or resulting from:
(A) the presence or the release of or exposure to any Hazardous Materials; or (B) any actual or alleged non -compliance with any Environmental Law or any Environmental Permit (as these terms are further defined below), related to facts, circumstances or conditions that existed on, prior to or continue as of the Closing or otherwise arising out of any actions or omissions of Seller or any other Person regardless of first commencement;
v. Any liabilities of the Seller relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders related to the

4 Purchased Assets that: (A) do not constitute part of the Purchased Assets; or (B) did not arise in the ordinary course of business;
vi. Any liabilities in respect of any pending or threatened action arising out of, relating to or otherwise in respect of the operation of the Purchased Assets to the extent such action relates to such operation on or prior to the Closing Date; vii. Any liabilities to the extent arising out of, in respect of or in connection with the failure by the Seller to comply with any law or governmental order; and viii. Any fees and expenses of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others. c. The Seller hereby acknowledges that it is retaining the Excluded Liabilities and it shall remain liable for and shall pay, perform or discharge all such Excluded Liabiliti es; provided, that the Seller is not hereby limited in its right to contest in good faith any such liabilities or obligations.
d. The parties hereto acknowledge and agree that disclosure of any debt, obligation or other liability on any schedule to this Agreement shall not create an Assumed Liability or other liability of the Purchaser, except where such disclosed liability has been expressly assumed by the Purchaser as an Assumed Liability in accordance with the provisions of Section 3(a) of this Agreement.

4. PURCHASE PRICE . The total consideration to be paid for the ASA Water Systems and the Purchased Assets is the Purchase Price (as defined below) plus adjustments as set forth herein. a. The Purchaser shall pay to the Seller for conveyance of the Purchased Assets, subject to the additions, adjustments and prorations referenced in this Agreement, a cash payment in the amount of Five Million and Two -Hundred and Fifty Thousand U.S. dollars ($5,250,000) ( the “Cash P urchase Price” ), which shall be paid to the Seller via wire transfer to the account(s) designated by the Seller at the Closing. b. As additional compensation to the Seller, the Seller shall receive payment for ninety percent (90%) of the Accounts Receivable (each less than sixty (60) days old) for monthly water and wastewater service, net of any credit balances as of the Closing Date (the “Receivables Purchase Price” and, together with the Cash Purchase Price, the “Purchase Price”).
c. Adjustments to the Purchase Price shall include the reimbursement t o the Seller for all costs incurred at the request of the Purchaser in the preparation of new surveys,”, and the Seller’s appraisal required pursuant to Section 8(b)(vi).

5. REPRESENTATIONS AND WARRANTIES OF SELLER. As a material inducement to the Purchaser to execute this Agreement and perform its obligations hereunder, the Seller represents and warrants to Purchaser as follows:

5 a. The Seller is a California Municipal Corporation, and its status is active under the laws of the State of California. The Seller has all requisite power and authority and has taken all requisite action necessary to (i) enter into this Agreement, and (ii) perform all of the terms and conditions of this Agreement.
b. The City Council of the City of NORWALK has approved the sale of the ASA Water Systems pursuant to Section 10061, subdivision (b) of the Public Utilities Code and has authorized the Seller entering into this Agreement.
c. This Agreement constitutes, and all other agreements to be executed by the Seller with respect to this Agreement shall constitute, when executed and delivered, valid and binding obligations of the Seller, enforceable in accordance with their terms. d. The execution, delivery and performance of this Agreement will not violate any provision of law, order of any court or agency of government applicable to the Seller, the Seller’s Articles of Incorporation or the California Municipal Code, nor any Certificate, indenture, agreement, or other instrument to which the Seller is a party, or by which it is bound. e. There are no developer agreements or other contracts or agreements relating exclusively to the ASA Water Systems.
f. The Seller does not own or lease any real property, easements, rights of way or possess any other real property interest related to the operation of the ASA Water Systems. g. The Seller has exclusive possession, control and ownership of the Purchased Assets. All parts of the ASA Water Systems are located within the site identified in Appendix “A.” h. The Seller has good and marketable title to the ASA Water Systems and all other Purchased Assets. At Closing, the ASA Water Systems and the Purchased Assets shall not be subject to any mortgage, pledge, lien, charge, security interest, encumbrance, or restriction.
i. Environmental Law Compliance.
i. Definitions.
(a) “Environmental Law” means any federal, state, or local statute, order, regulation, or ordinance, or common law or equitable doctrine relating to the protection of human health, the environment or natural resources including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, discharge, Release, threatened Release, control, or cleanup of any Hazardous Material and includes, but is not limited to, the California Water Code; the California Environmental Quality Act ( “CEQA”); the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”)(42 U.S.C. § 9601 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) ; the Clean Water Act (33 U.S.C. §1251 et seq .); the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); and the Safe Drinking Water Act (42 U.S.C. § 300f et seq.); as such laws have been amended or supplemented as of

6 the Closing Date or hereinafter, the regulations promulgated pursuant thereto, and in effect as of the Closing Date or as amended hereinafter and any conditions and requirements contained in any permits, licenses, certificates, variances, or other authorizations issued by any federal, state or local agencies that are required to own and operate the ASA Water Systems (collectively, the “Environmental Permits”). (b) “Hazardous Material” means petroleum, and any byproduct, fraction or derivative thereof, urea formaldehyde, per - and polyfluoroalkyl substances, and any substance, material, or waste which is regulated under any Environmental Law including, without limitation, any material or substance that is defined as or considered to be a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “toxic waste,” or “toxic substance” under any provision of Environmental Law. (c) “Release” means any release, spill, emission, leaking, pumping, pouring, migrating, escaping, injection, deposit, disposal, disc harge, or dispersal into the environment, at or from any property owned or operated by Seller or related to Hazardous Materials generated by the Seller. (d) “Remedial Action” means all actions required to (i) clean up, remove, or treat any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the environment; or (iii) perform pre- remedial studies and investigations or post-remedial monitoring and care related to or in connection with any such remedial action.
ii. Representations.
(a) The Seller is in compliance with all applicable Environmental Laws and has no liability under Environmental Laws or related to a Release of or exposure to Hazardous Materials related to the ASA Water Systems, and there is no reasonable basis for Seller to believe that any such liability exists, except as specifically disclosed in Appendix “ E.” Seller is not required to maintain any Environment al Permits in connection with the operation of the ASA Water Systems.
(b) The Seller has not received any oral or written notice, claim or demand, and the Seller and the ASA Water Systems are not subject to any pending or threatened proceeding alleging any vio lations of Environmental Laws or Environmental Permits or related to the Release, threatened Release or exposure to Hazardous Materials relating to the ASA Water Systems, except as identified in Appendix “F” hereto.
(c) There is no Hazardous Material in violation of or in a manner that has or could result in liability under any Environmental Law located on the Site, no ASA Water Systems property is listed or formally proposed for listing

7 under CERCLA, the Comprehensive Environmental Response, Compensation Liability Information System (“CERCLIS”) or on any similar state list that is the subject of federal, state, or local enforcement actions or other investigations that may lead to claims against the Seller for clean-up costs, remedial work, damages to natur al resources, or for personal injury or property damage claims, including, but not limited to, claims under CERCLA, and there is no reasonable basis for the Seller to be named in such claims or for any similar action to be brought against the Seller.
(d) No written or verbal notification of a Release of a Hazardous Material has been filed by or on behalf of the Seller or any third party with respect to the ASA Water Systems. No ASA Water System property is listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA, or CERCLIS, or any similar state list of sites requiring investigation or clean up.
(e) No Hazardous Material has been Released at, on, or under any ASA Water System or any water supply, treatment, distribution, and tra nsmission facilities.
(f) The Seller has not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to the liabilities arising under Environmental Laws.
(g) Seller has provided to Purchaser copies of all environmental reports, if any, including Phase I environmental site assessments and Phase II reports and environmental compliance audits relating to the ASA Water Systems conducted in the last five (5) years, sampling data and material correspondence of any claim or proceeding related to : (i) the environmental condition associated with the ASA Water Systems ; or (ii) Seller’s compliance with Environmental Laws, each in Seller’s possession or control.
j. Except as provided in Appendix “ F” hereto, there are no current actions, suits or proceedings at law or in equity pending or, to Seller’s knowledge, threatened against the Seller before any federal, state, municipal or other court, administrative or governmental agency or instrumentality, domestic or foreign, which affect the ASA Water Systems or any of the Purchased Assets, including, without limitation, any threat or possible threat of contamination to the ASA Water Systems or the Purchased Assets, or the Seller’s right and ability to make and perform this Agreement, nor to the Seller’s knowledge are there are any facts likely to result in any such action, suit or proceeding. The Seller is not in default with respect to any Certificate, permit, order or decree of any court or of any administrative or governmental agency or instrumentality affecting the ASA Water Systems or any of the Purchased Assets. The Seller agrees and warrants that it shall have a continuing duty to disclose up to and including the Closing Date the existence and nature

8 of all pending judicial or administrative suits, actions, proceedings and orders which in any way relate to the ASA Water Systems or the Purchased Assets. k. Appendix “G” sets forth: (i) a list of each customer account serviced by the ASA Water Systems as of the date of this Agreement; and (ii) the amount of consideration paid to Seller under each customer account during the most recent fiscal year. l. Seller’s operation of the ASA Water Systems is not in violation of any applicable state or local laws, rules or ordinances, including building, zoning or other applicable requirements, nor are there any encroachments of any kind related to any real property.

Following Closing, neither the Seller nor any affiliate of the Seller shall provide water within the Service Territory or any property adjacent to the Service Territory in competition with the Purchaser.
m. No representation or warranty made by the Seller in this Agreement contains any untrue statement of material fact, nor does any such re presentation or warranty omit any material fact required to make the statement or statements herein contained true or correct.

6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. As a material inducement to the Seller to execute this Agreement and to perform its obligations hereunder, the Purchaser represents and warrants to the Seller as follows:
a. The Purchaser is duly organized and is a validly existing corporation under the laws of the State of California. The Purchaser has all requisite corporate power and authority to (i) enter into this Agreement, and (ii) carry out and perform the terms and conditions of this Agreement.
b. This Agreement constitutes, and all other agreements to be executed by the Purchaser with respect to this Agreement, shall constitute, when executed and delivered, valid and binding obligations of the Purchaser, enforceable in accordance with their terms. c. Subject to obtaining CPUC approval and required third-party consents, t he execution, delivery and performance of this Agreement will not violate any provision of law, order of any court or agency of government applicable to Purchaser, nor any indenture, agreement, or other instrument to which Purchaser is a party, or by which it is bound.

7. SERVICE AREA SURVEY.
a. Within thirty days after the date of this Agreement, the Seller shall provide to the Purchaser a copy of any detailed service area survey of the ASA Water Systems which shall identify the service areas and all pipes, water mains and other tangible property located thereon. The Purchaser shall have the right, but not the obligation, to require Seller to update any service area survey (showing billing addresses of customers and maps of the physical ASA Water Systems) or request a new service area survey of the ASA Water Systems. Costs incurred by the Seller to update a survey or procure a new survey shall be paid by the Seller.

8. CONDITIONS PRECEDENT TO CLOSING.

9 a. The obligations of the Seller to close the transaction s contemplated by this Agreement are subject to the conditions that, at or before the Closing Date:
i. The Purchaser shall not be prohibited by decree or law from consummating the transactions contemplated by this Agreement.
ii. There is not pending on the Closing Date any legal action or proceeding that would: (i) prohibit the sale of the ASA Water Systems or the Purchased Assets; or (ii) prohibit Seller from closing the transactions contemplated by this Agreement. iii. The Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
iv. All of the Purchaser’s representations and warranties shall be true and correct in all respects on the date hereof and at and as of the Closing as though such representation or warranty was made at and as of the Closing, except, in each case, to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be, subject to the qualifications set forth above, true and correct at and as of such specific date. v. The Purchaser shall have delivered or caused to be delivered to Seller all of the documents, instruments, and agreements to be delivered pursuant to Section 11(b)(ii) on or before Closing.
b. The obligations of the Purchaser to close the transaction contemplated by this Agreement are subject to the conditions that, at or before the Closing Date:
i. The Seller shall not be prohibited by decree or law from consummating the transactions contemplated by this Agreement.
ii. There is not pending on the Closing Date any legal action or proceeding that would: (i) prohibit the Purchaser’s acquisition of the ASA Water Systems or the Purchased Assets ; (ii) prohibit the Purchaser from closing the transaction s contemplated by th is Agreement; or (iii) inhibit or restrict in any manner Purchaser’s use, title, or enjoyment of the Purchased Assets. iii. The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by thi s Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
iv. All of the Seller’s representations and warranties shall be true and correct in all respects on the date hereof and at and as of the Closing as though such

10 representation or warranty was made at and as of the Closing, except, in each case, to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be, subject to the qualifications set forth above, true and correct at and as of such specific date. v. There shall have been no material adverse change in the condition of the ASA Water Systems or the Purchased Assets. For purposes of this Agreement, a “material adverse change” shall mean any eve nt, occurrence, fact, condition or change that is, or is reasonably likely to become, individually or in the aggregate, materially adverse to (i) the ability of the Seller to consummate the transactions contemplated hereby on a timely basis, (ii) the value of the ASA Water Systems or the Purchased Assets individually, or (iii) the ability of the Purchaser to operate the ASA Water Systems or the Purchased Assets in substantially the same scope, quality and nature as the Seller operated such assets within the twelve (12) month period prior to the Closing Date.
vi. The Seller shall have provided to the Purchaser a replacement cost new less depreciation appraisal of the value of the ASA Water Systems. vii. The Purchaser shall have received CPUC authorization without condition unacceptable to the Purchaser for the acquisition of the ASA Water Systems, the Purchaser’s proposed ratemaking treatment with respect thereto and any other material requests made by Purcha ser in its application or other request for authorization to the CPUC, which CPUC authorization is final and no longer subject to appeal.
viii. The Seller shall have delivered or caused to be delivered to Purchaser all of the documents, instruments, and agreemen ts to be delivered pursuant to Section 11(b)(i) on or before Closing.

9. PRE-CLOSING CONDUCT; SELLER COVENANTS. Prior to the Closing Date, the Seller covenants to the Purchaser, and shall conduct itself, as follows:
a. During the period between execution of this Agreement and the Closing Date, the Seller shall:
i. Operate and maintain the ASA Water Systems and Purchased Assets in compliance with all applicable laws and in substantially the same scope, quality and nature as the Seller operated such assets within the twelve (12) month period prior to the date hereof to ensure that the condition of the ASA Water Systems and the Purchased Assets remain in all material respects unchanged, normal wear and tear and usage excepted;
ii. Maintain its inventory levels regarding the ASA Water Systems and Purchased Assets in the ordinary course of business;
iii. Promptly notify the Purchaser of any notification received by the Seller from any person, business, or agency of any existing or potential Environmental Law violation;

11 iv. Provide the Purchaser, or its designated agent(s), with unrestricted access to the business premises, ASA Water Systems, Purchased Assets, the Seller’s books and records regarding its customers and operations, employees, agents, or representatives, each on at least one business day’s advance notice and during business hours;
v. Maintain its existing levels of insurance on the Purchased Assets and ASA Water Systems. For the avoidance of doubt, the risk of any loss shall remain with the Seller through the Closing Date;
vi. Support and provide reasonable efforts to the Purchaser in the preparation and prosecution of the Purchaser’s application or other request to the CPUC for: (A) the purchase of the ASA Water Systems and associated Purchased Assets; (B) extension of the service area of the Artesia System to include the ASA Water Systems; and (C) the establishment of rates for customers that reside in the ASA Water Systems area, including , but not limited to , furnishing necessary information, data or analysis regarding the project and infrastructure, submitting testimony, briefs and comments to the CPUC, and attending meetings or hearings at the CPUC; and
vii. Promptly notify the Purchaser of any event, activity or occurrence that has, or may have, a material adverse change upon the ASA Water Systems, Purchased Assets or this transaction.
b. During the period between execution of this Agreement and the Closing Date, the Seller shall not:
i. Enter into any contract, oral or written, relating to the ASA Water Systems or Purchased Assets without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; and ii. Without the prior written consent of Purchaser, which shall not be unreasonably withheld, enter into any Developer Agreements.

10. TERMINATION OF AGREEMENT.
a. This Agreement may be terminated (i) by mutual written consent of the parties, (ii) by either party if the transactions contemplated hereby have not closed within sixty (60) days following the CPUC’s approval of this Agreement and the transactions contemplated hereby, which approval shall be final and no longer subject to appeal; provided, that both parties hereto shall use commercially reasonable efforts to cause all of the other conditions precedent to Closing in Section 8 to be satisfied within that timeline, or (iii) as provided in Sections 10(b) and (c) below.
b. The Purchaser may terminate this Agreement, in its sole discretion, upon the occurrence of any of the following:

12 i. The failure, in any material respect prior to Closing, of any conditions precedent to Closing, or the Seller’s failure to comply with any pre-closing conduct or any covenant of Seller set forth in Section 8(a) or Section 9. ii. Any material breach of this Agreement by the Seller, including, but not limited to, a material breach of any representation or warranty, if the Seller has not cured such breach within thirty (30) days after receiving notice from the Purchaser of such breach; provided, however, such breach must in any event be cured by the Closing Date unless the date for cure has been extended by the Purchaser by a confirmed writing.
c. The Seller may terminate this Agreement, in its sole discretion, upon the occurrence of any of the following:
i. The failure, in any material respect prior to Closing, of any of the conditions precedent to Closing set forth in Section 8(b).
ii. Any material breach of this Agreement by the Purchaser, including, but not limited to, a material breach of any representation or warranty, if the Purchaser has not cured such breach within 30 days after receiving notice from the Seller, provided, however, such breach must in any event be cured prior to the Closing Date unless the date for cure has been extended by the Seller. d. Upon the occurrence of any of the bases for termination of this Agreement, the party seeking to terminate this Agreement shall provide written notice of its termination of this Agreement to the other by delivering the same as provided in Section 15(b). e. Upon the termination of this Agreement, the following shall occur:
i. To the extent permitted by California law, each party shall return all documents, including copies, in its possession, custody, or control, or in the possession, custody, or control, of its agents and consultants to the other, as the case may be. Each party, its agents and consultants, shall treat any information previously received from the other party as confidential, and shall not disclose or use such information, unless required or permitted by applicable law. ii. Except as otherwise set forth in this Agreement, each party shall be responsible for payment of its own attorney and other professional fees and other costs of any nature whatsoever incurred prior to the termination of this Agreement.

11. CLOSING DATE AND CLOSING.
a. This transaction shall close on or before December 31, 2025 , at a location mutually acceptable to both parties (the “Closing”). This deadline may be extended at the option of either party for a period of ninety (90) days to accommodate any required regulatory approvals or to secure financing. As used in this Agreement, the term “Closing Date” shall mean 12:01 a.m. on the date that the Closing occurs.
b. Deliveries at Closing:

13 i. At or prior to the Closing, the Seller shall deliver (or cause to be delivered) to the Purchaser:
(a) Title to the ASA Water Systems and the Purchased Assets by bill of sale, special warranty deed or other conveyance instrument reasonably acceptable to the Purchaser , free of all claims, liens, or encumbrances whatsoever;
(b) At least te n (10) days prior to Closing, a listing of Seller’s accounts by customer and individual amounts due for bills rendered in the ordinary course of business; and (II) at least three (3) days prior to Closing, an estimate of the gross revenue for water service s rendered but not yet billed as of the Closing Date;
(c) All customer deposits and accrued interest thereon, together with the list of customers for whom such deposits have been collected and corresponding amounts of such deposits through Closing; (d) A certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, stating that each of the conditions set forth in Section 8(b)(iii) and Section 8(b)(iv) have been satisfied;
(e) An opinion from the Seller’s counsel to the effect that: (i) the Seller is validly organized, existing and its status is active under the laws of the State of California; (ii) this Agreement has been duly and validly authorized, executed and delivered by the Seller and is a valid and binding agreement enforceable against Seller in accordance with its terms ; and (iii) the execution, delivery and performance of this Agreement will not violate any agreement of or binding on, or any law applicable to, the Seller; and
(f) Such other instruments of conveyance as shall be, in t he reasonable opinion of the Purchaser and its counsel, necessary to transfer the ASA Water Systems and Purchased Assets in accordance with this Agreement and, when necessary or desirable, in recordable form.
ii. At or prior to the Closing, the Purchaser shall deliver (or cause to be delivered) to Seller:
(a) The Purchase Price, subject to any adjustment as provided for in this Agreement;
(b) A certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser, stating that each of the c onditions set forth in Section 8(a)(iii) and Section 8(a)(iv) have been satisfied; and (c) Such other instruments of conveyance as shall be, in the reasonable opinion of the Seller and its counsel, necessary to transfer the ASA Water

14 Systems and Purchased Assets in accordance with this Agreement and, when necessary or desirable, in recordable form.

12. TAXES AND OTHER EXPENSES.
a. Any applicable taxes, shall be prorated as of the Closing Date and the Seller shall be required to pay its pro rata share at Closing. All other taxes, assessments and regulatory assessment fees accrued or owed by the Seller as of the date of Closing with respect to the ASA Water Systems and Purchased Assets shall remain the obligation of the Seller. All other taxes and assessments imposed or attempted to be imposed from and after the date of Closing with respect to the ASA Water Systems and Purchased Assets, if any, shall be the obligation of Purchaser.
b. Documentary stamps, recording fees, if any, to record the deeds and any other fees, assessments or charges and related instruments necessary to deliver title to the Purchaser shall be paid for by the Seller.
c. Each of the parties shall pay the fees of its own attorneys, bankers, engineers, accountants, and other professional advisers or consultants in connection with the negotiation, preparation and execution of this Agreement, and any documents associated with the Closing.
d. All bills of any kind for services, materials and supplies of any kind rendered in connection with the construction, operation and maintenance of the ASA Water Systems prior to Closing, including but not limited to electricity, phone service, and payroll for a period up to and including the Closing Date, shall be paid by the Seller. The Purchaser shall be responsible for all such costs and expenses incurred subsequent to Closing. e. The Seller and the Purchaser agree that the Purchase Price (plus any Assumed Liabilities properly taken into account for income tax purposes) shall be allocated among the ASA Water Systems and the other Purchased Assets in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended, and the methodologies as set forth on Appendix “H” to this Agreement (the “Purchase Price Allocation Schedule”).

The Purchase Price Allocation Schedule shall be prepared by the Purchaser and delivered to the Seller within one-hundred and twenty (120) days following the Closing Date. The Purchaser and the Seller shall file all tax returns (including amended returns and c laims for refund) and information reports in a manner consistent with the Allocation Schedule and will not take any position inconsistent with such schedule unless required by a determination of the applicable governmental authority that is final.

13. POST CLOSING COOPERATION; SURVIVAL PERIOD.
a. The Seller and the Purchaser shall, after the Closing Date, upon reasonable request of the other party and at no cost to the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such further documents, acts, deeds, easements, assignments, transfers, powers of attorney and assurances as may be required in order to implement and perform any of the obligations, covenants and agreements of the parties arising from this Agreement, and to permit the Purchaser to operate and maintain the ASA Water Systems and the Purchased Assets.

15 b. Each of the parties hereto shall provide the other with such assistance as reasonably may be requested in connection with the preparation of any tax return, audit or other examination by any taxing authority or any judicial or administrative proceeding relating to liability for taxes relating to the transactions contemplated by this Agreement, including reasonable access during regular business hours to any and all necessary documentation and/or records. Subject to the provisions of Section 13(e) below, each party shall retain and provide the other with any records or information that may be relevant to such return, audit or examination, proceedings or determination. The party requesting assistance hereunder shall reimburse the other for reasonable expenses incurred in providing such assistance.
c. The Seller agrees to provide assistance to the Purchaser to transition the administration (including customer services and accounting functions) and operation of the ASA Water Systems and Purchased Assets for a period of one hundred twenty (120) days after the Closing Date.
d. If Ordered by the CPUC, the Seller and the Purchaser agree to cooperate in the preparation and submittal any subsequent filings required by the CPUC after Closing. The Seller shall file reports, if any, required to satisfy its outstanding gross receipts tax, regulatory assessment fees, and other obligations and governmental assessment s through the date of Closing. All of Purchaser’s costs and expense relative to the initiation of Purchaser’s relationship with the CPUC, including regulatory assessment fees, shall be borne by the Purchaser. Copies of the Order(s) of the CPUC acknowledg ing sale of the system to the Purchaser shall be promptly provided to the Seller upon Purchaser’s receipt thereof.
e. The respective representations and warranties of the parties contained in Section 5 and Section 6 of this Agreement, or any document delivered pursuant to this Agreement, shall survive the consummation of the transactions contemplated hereby and continue for a period of one year from the Closing Date, and thereafter shall terminate. f. If applicable, at Closing, the Seller shall forever waive any claim or right to compensation or damages of any kind against the Purchaser or the County of Los Angeles which relates to any encroachment, damage or encumbrance of any nature, type or kind that existed on the Closing Date and affe cting property of the Seller located contiguous to the ASA Water Systems as may result at any time in the future from the operation of the ASA Water Systems by the Purchaser.

14. INDEMNIFICATION PROVISIONS.
a. Indemnification By the Seller.
i. Subject to the other terms and conditions of this Section 1 4, the Seller shall indemnify, defend and hold harmless the Purchaser and its affiliates and their respective directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents (the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon, the

16 Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this Agreement, or in any certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non -fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement;
(c) any Excluded Liability; or
(d) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets, including, without limitation, the Purchased Assets, or obligations of the Seller or any of its affiliates conducted, existing or arising on or prior to the Closing Date. b. Indemnification by the Purchaser.
i. Subject to the other terms and conditions of this Section 14, the Purchaser shall indemnify, defend and hold harmless the Seller and its affiliates and their respective directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents (the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non -fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement; or (c) any Assumed Liability.

17 c. Certain Limitations.
i. The indemnification provided for in Sections 14(a) and 14(b) shall be subject to the following limitations:
(a) For purposes of this Section 14, the calculation of the amount of los ses incurred in connection with any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, material adverse change or other similar qualification contained in , or otherwise applicable to , such repre sentation or warranty.
(b) In the event of any breach giving rise to an indemnification obligation under this Section 14, the Indemnified Party shall take, and cause its current and future affiliates to take, or cooperate with the Indemnifying Party if so requ ested by the Indemnifying Party in order to take, all commercially reasonable measures to mitigate the consequences of the related breach.
d. Indemnification Procedures. The party making a claim under this Section 14 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 14 is referred to as the “Indemnifying Party”. i. If any Indemnified Party receives notice of the assertion or commencement of any action made or brought by any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (each a “Person” and, collectively, “Persons”) who is not a party to this Agreement or an affiliate of a party to this Agreement or a director, officer, employee, consultant, financial advisor, counsel, accountant or other agent of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually prejudiced thereby.

Such notice by the Indemnified Part y shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to particip ate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is the Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier of the Purchaser, (y) seeks an injunction or other equitable relief against the

18 Indemnified Party or (z) relates to or arises in connection with any criminal action in which the Indemnified Party or any of its directors, officers, employees, consultants, financ ial advisors, counsel, accountants and other agents is a defendant. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 14(d)(ii), it shall have the right to take such action as it deems necessary to a void, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party:
(A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 14(d)(ii), pay, compromise and defend such Third Party Claim and seek indemnification for any and all losses based upon, arising from or relating to such Third Party Claim. The Seller Indemnitors and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out -of-pocket expenses) to the def ending party, management employees of the non -defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.
ii. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 14(d)(ii). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desir es to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemni fied Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the

19 Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim.
iii. Any action by an Indemnified Party o n account of a loss which does not result from a Third Party Claim ( a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice thereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.
e. Any indemnification payments required hereunder, shall be made by the Indemnifying Party to the Indemnified Party, within five (5) business days after the determination thereof.

15. MISCELLANEOUS PROVISIONS.
a. This Agreement and the Appendices hereto collectively embody the entire agreement and understandings between the parties and there are no other agreements or understandings, oral or written, with reference to this Agreement that are not merged into and superseded by this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be considered an original. b. Any notice or other document required or allowed to be given pursuant to this Agreement by either party to the other shall be in writing and shall be delivered personally, or by recognized overnight courier, or by electronic correspondence or facsimile transmission with written confirmation.

If to the Seller, such notice shall be delivered at:

Jesus Gomez, City Manager

CITY OF NORWALK
12700 Norwalk Blvd.,
Norwalk, CA 90651
with a copy (which shall not constitute notice) to:

20 Arnold M. Alvarez-Glasman
City Attorney
City of NORWALK

ALVAREZ-GLASMAN & COLVIN
13181 Crossroads Pkwy North
Suite 400 – West Tower
City of Industry, CA 91746
Phone: (562) 699-5500
Email: [email protected]
If to the Purchaser, such notice shall be delivered at:

GOLDEN STATE WATER COMPANY
630 East Foothill Boulevard
San Dimas, CA 91773
Attn: Paul Rowley, Senior Vice President
Email: [email protected]
with a copy (which shall not constitute notice) to:

WINSTON & STRAWN LLP
333 South Grand Avenue, 38th Floor
Los Angeles, California 90071
Attn: D. Stephen Antion
Email: [email protected]
Notices shall be effective upon receipt or failure to accept delivery, electronic correspondence or facsimile transmission shall be deemed received on the date sent if received by 4:00 p.m. Pacific Daylight Time on a business day. If received after 4:00 p.m. PDT, such transmission shall be deemed received on the next business day.
c. The headings used are for convenience only, and they shall be disregarded in the construction of this Agreement.
d. The drafting of this Agreement was a joint effort of the parties, and in the interpretation hereof, it shall be assumed that no party had any more input or influence than any other. e. This Agreement is solely for the benefit of the parties hereto, and except as otherwise provided herein, no other causes of action shall accrue upon or by reason hereof to or for the benefit of any third party (other than successors and assigns), who or which is not a formal party hereto.
f. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be g iven its nearest legal meaning or be construed as deleted, as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. g. This Agreement may be amended or modified only by a writing executed by both of the parties hereto.

21 h. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.
i. Except as provided for herein, this Agreement may not be assigned without the prior written consent of the non-assigning party. If properly assigned, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and assigns. j. Notwithstanding anything to the contrary contained herein or in any other instrument or document executed by or on behalf of the Purchaser or the Seller in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement, or obligation of any present or future member, officer, employee, contractor or agent of the Purchaser or the Seller, or of any incorporator, member, director, trustee, officer, employee or agent of any successor to the Purchaser or the Seller, in any such Person’s individual capacity, and no such Person, in an individual capacity, shall be liable personally for any breach or non- observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the Purchase Price or for any claim based hereon or on any such stipulation, covenant, agreement, or obligation, against any such person, in an individual capacity, either directly or through the Purchaser or the Seller or any successor to the Purchaser or the Seller, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such Person, in an individual capacity, is hereby expressly waived and released . All references to the Purchaser in this paragraph shall be deemed to include the Purchaser and its officers, employees, attorneys, contractors and agents. The provisions of this Section shall survive the termination of this Agreement.
k. The Purchaser shall bear no liability for accrued or current salaries or benefits of any kind related to Seller’s construction, operation, or maintenance of the ASA Water Systems up to and including Closing.
[Signature Page Follows]

22 IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed the day and year aforesaid in counterparts, each counterpart to be considered an original.

SELLER:

ATTEST: CITY OF NORWALK , a California municipal
corporation

City Attorney Mayor

PURCHASER:

ATTEST: GOLDEN STATE WATER COMPANY , a California
Public Utility Water Company

Robert J. Sprowls Eva G. Tang
President and Chief Executive Officer Senior Vice President -Finance, Chief Financial Officer and Secretary

APPENDICES

Appendix “A” - Inventory of Purchased Assets

Appendix “B” - Service Territory

Appendix “C” – Physical Facilities

Appendix “D” – Inventory

Appendix “E” – Environmental Law Compliance Certification

Appendix “F” – Pending Legal Actions Certification

Appendix “G” – Customer Accounts

Appendix “H” – Purchase Price Allocation Schedule

City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Theresa Devoy, City Clerk
SUBJECT: JANUARY 2024 MEETING SCHEDULE
Background:

In anticipation of vacation scheduling during the Christmas and New Year’s holidays, I am proposing to cancel the January 2, 2024 City Council meeting. There are currently no time sensitive items requiring immediate attention. The next regular meeting is scheduled for January 16, but if anything surfaces prior to that date that needs to be addressed, a special meeting may be scheduled.

If, however, City Council prefers to hold two meetings in January, I propose they be held on January 16 and 30, 2024.

Fiscal Impact:

N/A
Citizens Advised:

Information will be shared on the City’s social media sites, the marquee, the website, and the City’s designated posting site, if the meeting is canceled.

Strategic Plan 2023 Implementation:

N/A

City Council November 21, 2023
January 2024 Meeting Schedule Page No. 2
6 8
4 Recommended Action:

Staff recommends City Council either:
a. authorize canceling the January 2, 2024 meeting and hold one regularly scheduled meeting on January 16, 2024; or
b. direct staff to take the appropriate steps to hold two meetings on January 16 and 30, 2024.

Attachments:

N/A
City Council Agenda Report
November 21, 2023
TO: Honorable City Council
FROM: Jesus M. Gomez, City Manager
BY: Carina Montes, Director of Human Resources/Risk Manager SUBJECT: EMPLOYEE MENTAL HEALTH BREAK – CLOSURE OF SOME CITY OPERATIONS FROM DECEMBER 26 TO DECEMBER 29, 2023
Background:

City Executive Team Members have discussed the proposed closure of City Hall and other City facilities from Tuesday, December 26 through Friday, December 29, 2023, pending City Council approval. Some Essential City services in the Public Safety, Public Services, Transportation, Recreation, and Social Services Departments, will remain open.

Full-time employees will receive 35 hours of mental health break in their leave bank, and part- time employees will receive a total of 12 hours of mental health break in their leave bank. Any staff working at City Hall or other City facilities that are scheduled for closure during that period will utilize the hours received in the leave bank.

Employees that will continue to work during the closure may utilize the mental health break leave hours beginning Monday, December 18 through Sunday, June 30, 2024. Any balance of unused mental health leave bank hours will be forfeited if not used by June 30, 2024.

Fiscal Impact:

There is no direct fiscal impact for the full-time employees. Historical information indicates that as a result of winter closure, the number of unused vacation hours paid out did not increase. Based on prior fiscal years’ vacation payouts results, in Fiscal Year 2021/22 a total of 84 full-time employees, or 6,729 hours, and in Fiscal Year 2022/23 88 employees, or 6,690 vacation hours were paid out.

City Council November 21, 2023
Closure of City Hall from December 26-29, 2023 Page No. 2 6 8
5 Citizens Advised:

N/A
Strategic Plan 2023 Implementation:

N/A
Recommended Action:

Staff recommends City Council approve:
a. the allocation of 35 hours of Mental Health Break to full-time employees and 12 hours of Mental Health Break to part-time employees; and
b. the closure of City Hall and other City facilities from December 26 to December 29, 2023, with the exception of some essential City services in the Public Safety, Public Services, Transportation, Recreation, and Social Services Departments.

Attachments:

N/A