South El Monte City Council
March 28, 2023

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USACE for the “the type and location of any structure and/or appurtenance thereto” in the USACE Easement.

G. The USACE has determined that approval of the Project will be required pursuant to the USACE Section 408 Program (“Section 408 Permit”). The purpose of the Section 408 Program, which is codified at 33 U.S.C. § 408, is to verify that changes to an authorized USACE Civil Works project will not be injurious to the public interest and will not impair the usefulness of the USACE project.

H. Section 214 of the Water Resources Development Act of 2000, as amended (33 U.S.C. § 2352), authorizes the USACE to accept funds from non-federal public entities to provide priority review of Section 408 Permit applications pursuant to a Section 214 Agreement.

I. City desires to facilitate Owner’s efforts to obtain a Section 408 Permit and Section 214 Agreement.

J. The Project will necessitate environmental review pursuant to the California Environmental Act (“CEQA Project Environmental Review”), for which the City will act as the Lead CEQA Agency, and the National Environmental Protection Act (“NEPA Project Environmental Review”), for which the USACE is anticipated to act as the Lead NEPA Agency (together, “Project Environmental Review”).

K. The Project will necessitate the following City approvals, subject to CEQA Project Environmental Review: (i) adoption or certification, as applicable, of the CEQA Project Environmental Review document; (ii) General Plan Land Use Map amendments; (iii) Zoning Map amendments; (iv) Site Permit review and approval; (v) Conditional Use Permit approval; and (vi) if City desires to accept dedication of the Public Open Space to City by Owner, City approval of all required documentation and agreement(s) for City satisfaction of the Public Open Space Dedication Requirements (defined below) (vii) any other applicable City approval (collectively, “City Project Approvals”). The Parties desire to consolidate the City Project Approvals at the City Council level after a recommendation from the City Planning Commission, as applicable, at the City Council’s discretion.

L. The Project could also necessitate approval from third parties including (i) the Los Angeles County (“County”) Flood Control District, for a gravity storm drain connection to an existing County Flood Control District facility along the northern Property line; (ii) the El Monte Union High School District, for an easement across the South El Monte High School property for secondary emergency access in the event of flooding at the intersection of Santa Anita Avenue and Lexington-Gallatin Road, which could occur as a result of a fifty (50) year return period storm; and (iii) other local, state or regional government entities (collectively, “Other Local/State Project Approvals”).

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:

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1. Definitions. The definitions in the Recitals above are incorporated herein by reference. In addition, the following definitions apply for purposes of this Agreement:

A. “Federal Project Approvals” means, subject to completion of NEPA Project Environmental Review: (i) adoption or issuance, as applicable, of the NEPA Project Environmental Review document; (ii) the USACE Section 408 Permit approval, which allows another party, such as a local government, company, or individual, to alter a USACE Civil Works project; and (iii) any other approvals required by other federal government agencies in connection with the Project.

B. “Project Approvals” means City Project Approvals, Other Local/State Project Approvals and Federal Project Approvals.

C. “Final Project Approvals” means the later of (i) the expiration of the time periods for filing an administrative appeal or other administrative challenge to the City Project Approvals; (ii) the favorable resolution of any administrative appeal(s) or other challenge(s) to the City Project Approvals, meaning that the City Project Approvals are upheld; (iii) the expiration of the applicable statute of limitations periods for the filing of a lawsuit related to the City Project Approvals and Other Local/State Project Approvals; (iv) the expiration of the voter referendum period for the applicable City Project Approvals; and (v) the favorable resolution of any lawsuit(s) or voter referendum related to the City Project Approvals and Other Local/State Project Approvals, meaning that the City Project Approvals and Other Local/State Project Approvals are upheld.

Notwithstanding the foregoing, “Final Project Approvals” shall not be deemed to have occurred if any lawsuit(s) related to the Federal Project Approvals is filed prior to the otherwise applicable “Final Project Approvals” date under this Section 1.C unless and until there is a favorable resolution of any such lawsuit(s).

2. Purpose.

A. This Agreement sets forth the responsibilities of the Parties for processing the Project Approvals.

B. For the avoidance of doubt, this Agreement does not constitute any of the City Project Approvals or the City’s determination to enter into a definitive binding agreement to effectuate the Project. The Parties acknowledge that the City is not legally permitted to, and will not, determine whether to enter into any such agreement, to issue any such City Project Approvals, or to otherwise irreversibly commit itself to the Project until after the City has completed the City’s obligations with respect to the CEQA Project Environmental Review, including, but not limited to, exercising its sole and absolute discretion to (i) not proceed with the Project at all, or to modify the Project as may be necessary to comply with CEQA; (ii) if applicable, select other feasible alternatives to avoid or substantially lessen significant environmental impacts (including a feasible project other than the Project, a feasible different location for the Project, or the “No Project Alternative”); (iii) balance the benefits of the Project against any significant environmental impacts that cannot be avoided, if any, prior to making a determination as to whether or not to issue such City Project Approvals or to enter into such agreement; (iv) adopt any mitigation measures to reduce significant environmental impacts; and (v) make and adopt any associated certifications, approvals, findings, ordinances and/or resolutions.

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C. For the avoidance of doubt, the City’s actions in connection with the issuance of the Section 408 Permit by the USACE are not, and shall not be deemed, to commit the City to issuing any City Project Approvals, to constrain in any manner the City’s discretion in conducting the CEQA Project Environmental Review, or to accept the dedication of the Public Open Space.

3. Owner Responsibilities.

A. Project Design and Construction.
i. Detention Basin Improvements. Owner shall, at its sole cost and expense, design and construct storage and drainage for the required volume of potential flood waters from the Whittier Flood Control Basin, as determined by the USACE as part of the Section 408 Permit process. Among other requirements and conditions to be determined by USACE, it is currently anticipated that the “Detention Basin Improvements” will include (a) installation of a new detention basin approximately five (5) to eight (8) feet deep along Santa Anita Avenue and (b) installation of a new gravity storm drain connection for the detention basin, which will connect to an existing County Flood Control District facility along the northern Property line. In the event Owner learns of or anticipates any change in the Detention Basin Improvements, as described herein, Owner shall promptly notify the City.
ii. Industrial Building. The Parties acknowledge that the Industrial Building will be located in an area currently susceptible to flood waters from the Whittier Flood Control Basin and, therefore, the design of the Industrial Building will also be subject to review and approval by the USACE as part of the Section 408 Permit process. Owner shall, at its sole cost and expense, design and construct the Industrial Building on the Property and any related surface parking.
iii. Public Open Space. The Parties acknowledge that the Detention Basin Improvements will be located in and under the Public Open Space and, therefore, the design of the Public Open Space will also be subject to review and approval by the USACE as part of the Section 408 Permit process. Pursuant to subsection (i) above, Owner shall, at its sole cost and expense, be responsible for designing the Detention Basin Improvements in the Public Open Space pursuant to USACE requirements. Owner shall also conduct limited site preparation (e.g. rough grading) for the Public Open Space. However, pursuant to Section 4(D)(i) below, City shall be responsible for designing and constructing any further improvements to the Public Open Space.

B. Public Open Space Dedication. Owner shall transfer the Public Open Space to City, subject to Final Project Approvals and City satisfaction of the Public Open Space Dedication Requirements (defined below).

C. Section 408 Permit. Owner shall prepare all required Section 408 Permit application materials and supplemental materials required by the USACE for the Section 408 Permit.

D. Section 214 Agreement. If authorized by the USACE, Owner shall prepare the Section 214 Agreement, which allows the Corps to accept funds from non-federal public

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entities, natural gas companies, or public-utility companies to provide priority review of their permit applications, with the USACE in coordination with City and the USACE.

4. City Responsibilities.

A. Application Review. City shall conduct preliminary review and provide any comments on Owner’s applications for City Project Approvals within forty-five (45) sixty (60) calendar days of receipt of completed applications.

B. Section 408 Permit. City shall act as the Non-Federal Sponsor for purposes of seeking issuance of a Section 408 Permit from the USACE to authorize the construction of the Project, including but not limited to the Detention Basin Improvements. Owner shall reimburse City for costs and expenditures related to the USACE Section 408 Permit process, pursuant to Section 5, below.

C. Section 214 Agreement. If authorized by the USACE, City shall enter into a Section 214 Agreement with the USACE to expedite the Section 408 Permit approval process.

Owner shall reimburse City for related costs and expenditures, pursuant to Section 5, below.

D. Public Open Space.
i. Design. City shall, at its sole cost and expense, design any proposed above-ground improvements to the Public Open Space and coordinate with Owner and the USACE on the design to ensure that Section 408 Permit requirements will be met with respect thereto, including but not limited to any restrictions on the installation of impervious surfaces in the Public Open Space.
ii. Timing. City shall use best efforts to provide all plans and specifications required by the USACE for any proposed above-ground improvements to the Public Open Space within thirty (30) calendar days of Owner submittal of an otherwise complete Section 408 Permit application to City.
iii. Transfer. Prior to the transfer of the Public Open Space to City by Owner, City shall (a) cooperate with Owner on a tax efficient transfer of the Public Open Space; (b) if authorized by the USACE, enter into an assignment and assumption agreement with Owner for the satisfaction of all conditions of Section 408 Permit approval that apply to the Public Open Space, including but not limited to operation and maintenance requirements for Detention Basin Improvements in the Public Open Space; and (c) complete all required documentation for transfer of the Public Open Space to City by Owner, including but not limited to a community benefits agreement (or similar) by and between Owner and City for the transfer of the Public Open Space to City by Owner, if deemed by the Parties to be necessary and/or desirable (together, the “Public Open Space Dedication Requirements”).
iv. Construction and Operation and Maintenance. City shall, at its sole cost and expense, be responsible for constructing or installing, as applicable, any and all proposed above-ground improvements to the Public Open Space and, thereafter, for operation and

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maintenance of the Public Open Space, in all instances in compliance with USACE conditions of Section 408 Permit approval, other USACE requirements, and all applicable laws.

E. Project Environmental Review. City shall be the Lead Agency for purposes of the CEQA Project Environmental Review and shall use best efforts to provide any related requested documentation to the USACE for purposes of NEPA Project Environmental Review.

F. Timing of Consideration of City Project Approvals. The City shall use best efforts to process the applications for City Project Approvals concurrent with CEQA Project Environmental Review to allow for concurrent consideration of all such approvals by the City Planning Commission and City Council, as applicable (“City Hearings”). The City shall use best efforts to (i) provide required public notice for and hold the City Hearings within ninety (90) calendar days of publication of the CEQA Project Environmental Review document and (ii) if any of the City Hearings are continued, to hold the applicable City Hearing(s) within sixty (60) calendar days thereafter. The City Hearings shall be held prior to issuance of the Section 408 Permit for the Project, if approved by the USACE, which the Parties acknowledge will, as currently proposed by the USACE, occur after City Project Approvals, if any.

5. Reimbursement.

A. Invoices. Each month, City shall furnish to Owner an original invoice for all work performed and costs and expenses incurred during the preceding month in a form approved by City’s Director of Finance. The invoice shall contain all information specified herein and shall detail charges for all necessary and actual expenses by the following categories: (i) the USACE Section 408 Permit application fees; (ii) financial contributions pursuant to the Section 214 Agreement with the USACE; (iii) the USACE staff time and materials related to the Section 408 Permit and Section 214 Agreement, if billed to City; and (v) City staff time and materials related to the Section 408 Permit and Section 214 Agreement. (Staff time shall include time spent by the City Attorney’s office.)
B. Owner Review of Invoices. Owner shall independently review each invoice submitted by City to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event any charges or expenses are disputed by Owner, the original invoice shall be returned by Owner to City for correction and resubmission.

C. Payment of Invoices. Except as to any charges for work performed or expenses incurred by City which are disputed by Owner, Owner shall use commercially reasonable efforts to cause City to be paid within thirty (30) calendar days of receipt of City’s correct and undisputed invoice. Review and payment by Owner of any invoice provided by City shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

6. Indemnification. To the full extent permitted by law, Owner agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, fines, penalties, obligations, errors, omissions or liabilities whether actual or threatened

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(herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity (including but not limited to the USACE) arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Owner, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Owner is legally liable (“Indemnitors”), or arising from Owner’s or Indemnitors’ reckless or willful misconduct, or arising from Owner’s or Indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Owner and shall survive termination or expiration of this Agreement.

7. Cooperation. The Parties agree to cooperate with each other in the preparation and submission of all permits and approvals required by federal, state, regional, or local governmental agencies for the construction of the Project and to provide preliminary designs and specifications sufficient for permitting and Project Environmental Review purposes.

8. Effective Date. The term of this Agreement shall commence upon execution of this Agreement by both Parties (“Effective Date”). This Agreement shall remain in full force and effect until all Final Project Approvals are obtained, if any, unless terminated earlier pursuant to Section 9, below.

9. Termination. Either Party may terminate this Agreement (i) upon the finding by such Party of a material deviation from the terms hereof, which deviation would, in such Party's reasonable discretion, result in the imposition of a substantial additional burden or the deprivation of a substantial benefit with regard to such Party's performance hereunder, or (ii) if Owner determines in good faith that the Project will not proceed to the point of obtaining all Final Project Approvals within forty-eight (48) months of the Effective Date.

10. Interpretation; Headings. In the event of a dispute between the Parties hereto over the meaning of this Agreement, both Parties shall be deemed to have been the drafter hereof, and any applicable law that states that contracts are construed against the drafter shall not apply. The headings in this Agreement are inserted for convenience purposes only and shall not affect the interpretation of this Agreement.

11. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

12. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California.

13. Miscellaneous Provisions.
(a) No change, amendment, alteration, or revision of this Agreement shall be valid unless evidenced by a written agreement approved and executed by both City and Owner.

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(b) Owner represents that as of the Effective Date hereof, it is the sole owner of the Property and that it has the authority to enter into this Agreement and that as of the Effective Date hereof, this Agreement is a binding valid obligation of Owner. (c) City represents that as of the Effective Date hereof, it has the authority to enter into this Agreement and that, once authorized and in effect, this Agreement is a binding valid obligation of City.
(d) It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement.
(e) The exhibits attached hereto are incorporated herein by this reference. (f) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which in the aggregate shall constitute one and the same instrument, and the Parties agree that signatures on this Agreement shall be sufficient to bind the Parties.

14. Notices. All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered in person to the party to whom it is addressed or three (3) days after mailing, if mailed by first class mail. For purposes of notice, the address of the Parties shall be as follows:

City: City of South El Monte, Attn: City Manager, 1415 Santa Anita Avenue, South El Monte CA, 91733
Copy to: Aleshire & Wynder, LLP, Attn: South El Monte City Attorney, at the address on file with the City.

Owner: Magellan Value Partners, Attn: Rick Martinez, Managing Director, 1900 Avenue of the Stars, Suite 2470, Los Angeles, CA 90067 Copy to: Allen Matkins, Attn: Caroline Chase and Barry Epstein, Three Embarcadero Center, 13th Floor, San Francisco, CA 94111 Copy to: Allen Matkins, Attn: Stephen Etheredge, 865 South Figueroa Street, Suite 2800, Los Angeles, CA 90017
[Signatures Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement. “Owner”:

MVP SOUTH EL MONTE I, LLC, a Delaware
limited liability company
By: Magellan Value Partners, Its Manager
By:

Rick Martinez, Its Managing Director
Date: __________________
“City”

CITY OF SOUTH EL MONTE
By:

Rene Salas, City Manager
APPROVED AS TO FORM:

Anthony R. Taylor, City Attorney
ATTEST:

Donna Schwartz, City Clerk

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Exhibit A
Legal Description of Property
The Land referred to herein below is situated in the City of South El Monte, County of Los Angeles, State of California, and is described as follows:

A PARCEL OF LAND IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, INCLUDING PORTIONS OF LOTS 110 AND 120 OF TRACT NO. 621, AS SHOWN ON THE MAP RECORDED IN BOOK 15, PAGE 182 OF MAPS, A PORTION OF THE RANCHO POTRERO GRANDE AS DESCRIBED IN THE PATENT RECORDED IN BOOK 1, PAGE 3 OF PATENTS AND PORTIONS OF LOTS 1 AND 2 IN BLOCK "K" OF SUBDIVISIONS OF

THE RANCHO POTRERO DE FELIPE LUGO AS SHOWN ON THE MAP RECORDED IN BOOK 43, PAGE 43 ET SEQ. OF MISCELLANEOUS RECORDS, ALL IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 1 IN BLOCK "K" THAT IS DISTANT THEREON SOUTH 45° 02' 49" WEST 1080.64 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 1; THENCE NORTH 25° 33' 24" WEST 710 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 64° 26' 36" WEST 1200 FEET, MORE OR LESS, TO A POINT IN THE WESTERLY LINE OF SAID LOT 120 THAT IS DISTANT SOUTH 0° 17' 11" EAST 1180.57 FEET FROM THE NORTHWEST CORNER OF LOT 111 OF SAID TRACT NO 621; THENCE SOUTH 25° 33' 24" EAST 710 FEET; THENCE NORTH 64° 26' 36" EAST 454.17 FEET TO A LINE AT RIGHT ANGLES TO THE SOUTHEASTERLY LINE OF SAID LOT 2 IN BLOCK "K" WHICH PASSES THROUGH A POINT IN SAID SOUTHEASTERLY LINE THAT IS DISTANT SOUTH 450 02' 49" WEST 703.50 FEET FROM THE POINT OF BEGINNING; THENCE ALONG SAID RIGHT ANGLE LINE SOUTH 44° 57' 11" EAST 247.69 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 2; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOTS 2 AND 1 IN SAID BLOCK "K" NORTH 45° 02' 49" EAST TO THE INTERSECTION OF THAT CERTAIN LINE

IN THE SIDELINE OF THE POMONA FREEWAY AS DESCRIBED IN THAT CERTAIN EASEMENT DOCUMENT TO THE STATE OF CALIFORNIA RECORDED ON AUGUST 27, 1963 AS INSTRUMENT NO. 1546 IN BOOK D2159, PAGE 922 ET SEQ. OF OFFICIAL

RECORDS OF SAID COUNTY, SAID CERTAIN LINE DESCRIBED THEREON AS HAVING A BEARING AND LENGTH OF "NORTH 80° 22' 48" WEST 692.44 FEET"; THENCE ALONG SAID CERTAIN LINE NORTH 800 22' 48" WEST TO THE NORTHWESTERLY TERMINUS

OF SAID LINE AND THE BEGINNING OF A TANGENT CURVE THEREIN CONCAVE SOUTHERLY AND HAVING A RADIUS OF 250.00 FEET; THENCE WESTERLY ALONG SAID TANGENT CURVE TO THE NORTHWEST LINE OF SAID LOT 1; THENCE

SOUTHWEST ALONG SAID NORTHWEST LINE TO SAID LINE HAVING A BEARING OF NORTH 25° 33' 24" WEST AND WHICH PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE NORTH 25° 33' 24" WEST 14.55 FEET TO THE TRUE POINT OF BEGINNING-.

EXCEPT THEREFROM THAT PORTION LYING NORTHEASTERLY OF THAT CERTAIN

LINE AND ITS NORTHWESTERLY AND SOUTHEASTERLY PROLONGATIONS THEREOF DESCRIBED ABOVE AS "NORTH 25' 33' 24" EAST 710 FEET".

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ALSO EXCEPT THEREFROM THAT PORTION LYING NORTHWESTERLY AND WESTERLY OF THE SOUTHEASTERLY AND EASTERLY LINE OF THE 80 FOOT STRIP OF LAND KNOWN AS SANTA ANITA AVENUE AND DESCRIBED IN PARCEL 16-4 OF FINAL ORDER OF CONDEMNATION OF SUPERIOR COURT CASE NO. 908.498, A CERTIFIED COPY OF WHICH WAS RECORDED IN BOOK D3995, PAGE 73 ON MAY 07, 1968 AS INSTRUMENT NO. 3953 OF OFFICIAL RECORDS OF SAID COUNTY,

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND DESCRIBED IN PARCELS 16-4D-I, 164S.1 AND 164S.2 OF FINAL ORDER OF CONDEMNATION OF SUPERIOR COURT CASE NO. 908.498, A CERTIFIED COPY OF WHICH WAS RECORDED IN BOOK D3995, PAGE 73 ON MAY 07, 1968 AS INSTRUMENT NO. 3953 OF OFFICIAL RECORDS OF SAID COUNTY.

ALSO EXCEPTING FROM THE PORTION OF SAID LOT 120 OF TRACT NO. 621

INCLUDED N THE ABOVE DESCRIBED LAND, ONE-HALF OF ALL OIL RIGHTS IN AND

UNDER SAID LAND, AS RESERVED BY JOE CAGLIERO AND WIFE AND GEORGE VISSIO AND HIS WIFE IN THE DEED RECORDED IN BOOK 18263, PAGE 169 OF OFFICIAL RECORDS OF SAID COUNTY.

ALSO EXCEPTING FROM THE PORTION OF SAID LAND WHICH WAS FORMERLY

REGISTERED LAND, ONE-HALF OF ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN OR THEREUNDER, AS RESERVED IN THE DEED FROM THOMAS W.

BELL, FILED APRIL 08, 1942, IN THE OFFICE OF THE REGISTRAR OF LAND TITLES AS INSTRUMENT NO. 5621-K.

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Exhibit B
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Exhibit B
Schematic Depiction of Project Development

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City Council Agenda Report
Agenda Item No. 9.d.

DATE: March 28, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Rene Salas, City Manager
SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
23-28, AMENDING THE COOPERATIVE PURCHASING

AGREEMENT WITH GAMETIME - PLAYCORE WISCONSIN,
INC. - FOR THE PURCHASE AND INSTALLATION OF NEW

PLAYGROUND EQUIPMENT AND SAFETY SURFACING AT

SHIVELY PARK
SUMMARY: Staff seeks City Council approval to amend the Cooperative Purchasing Agreement with Gametime - Playcore Wisconsin, Inc. for the purchase and installation of new playground equipment at Shively Park.

RECOMMENDED ACTION: Staff recommends City Council:

1. Adopt Resolution No. 23-28, amending the Cooperative Purchasing Agreement with Gametime - Playcore Wisconsin, Inc. for the purchase and installation of new playground equipment Shively Park and increase compensation by $44,196.06; and

2. Approve the use of $44,196.06 of In-Lieu fund balance; and

3. Authorize the City Manager to negotiate a Memorandum of Understanding with the Valle Lindo School District for a Cost Share Agreement to receive reimbursement in the amount of $18,032.00 from the Valle Lindo School District for the project.

FISCAL/FINANCIAL IMPACT: The project will be funded through the State of California Natural Resources Agency (CNRA) from funds received originating from Assembly Bill 74 and In-Lieu funds. The total project budget with this amendment is calculated to be $499,300.06, consisting of the contract award, contingency, construction management, inspection, and project management.

The project was budgeted in the FY 2022-23 Miscellaneous State Grants Fund, Capital Improvement Budget. CNRA funds will account for $286,104.00, In-Lieu funds will

account for $159,000.00, and an additional In-Lieu funds will account for the $44,196.06.

The City will receive reimbursement from Valle Lindo School District in the amount of $18,032.00.

Construction Award Amount $423,908.36
5% Contingency $21,195.64
Total Construction Budget $445,104.00
Construction Management/Inspection/Project
Management
$10,000.00
Shively Park Playground Installation $44,196.06
Reimbursement from Valle Lindo School District ($18,032.00) Total Project Budget $481,268.06
DISCUSSION: On October 8th, 2019, City Council accepted a grant under State Assembly Bill 74 in the amount of $2,048,200.00 sponsored by Majority Leader Ian Calderon for various improvements to City Parks and Civic Center facilities.

On March 24, 2020, the City Council approved the agreement with California Natural Resources Agency accepting grant funding for the upgrades at New Temple Park, Shively Park, Mary Van Dyke Park, and Civic Center, in the total amount of $2,048,200.00. Approved California Natural Resources Agency agreement is included in Attachment B.

In Summer 2021, the resurfacing of asphalt basketball courts at Shively Park was completed, as part of this grant.

On October 11, 2022, the City Council approved the Cooperative Purchasing Agreement with Gametime - Playcore Wisconsin, Inc. in the amount of $423,908.36 for the purchase and installation of new playground equipment and rubberized safety surfacing at New Temple Park, rubberized safety surfacing replacement at Mary Van Dyke Park, Shively Park and Akitoi Learning Center.

The project involves removal of existing playground equipment including footings, rubberized safety surfacing and base material, and furnish and installation of new playground equipment, rubberized surfacing on a new base material at New Temple Park. The project also includes removal of existing playground surfacing and base material at Mary Van Dyke Park, Shively Park and Akitoi Learning Center playground, and installation of new rubberized surfacing and base material.

It was determined that the existing playground structure at Shively Park is recently damaged and needs replacement. The replacement of this playground structure will also protect the new investment on the playground safety surfacing, which will be completed as part of this project. The cost to install the new playground structure at Shively Park is $44,196.06. Staff coordinated with Valle Lindo School District for a cost share agreement.

Valle Lindo School District will reimburse the playground material cost in the amount of $18,032.00.

Staff is asking the City Council to authorize the City Manager to amend the Cooperative Purchasing Agreement with Gametime - Playcore Wisconsin, Inc. for the purchase and installation of new playground equipment at Shively Park and authorize the City Manager to negotiate a Memorandum of Understanding with the Valle Lindo School District for a

cost share agreement to receive reimbursement in the amount of $18,032.00 from the Valle Lindo School District for the project.

ATTACHMENT(S):

A. Resolution No. 23-28
B. Gametime Proposal for Shively playground
C. Original Agreement

01257.0001/869066.1

ATTACHMENT A
RESOLUTION NO. 23-28

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

AMENDING THE COOPERATIVE PURCHASING

AGREEMENT WITH GAMETIME - PLAYCORE WISCONSIN,
INC. - FOR THE PURCHASE AND INSTALLATION OF NEW

PLAYGROUND EQUIPMENT AND SAFETY SURFACING AT

SHIVELY PARK
WHEREAS, on October 8th, 2019, City Council accepted a grant under State Assembly Bill 74 in the amount of $2,048,200.00 sponsored by Majority Leader Ian Calderon for various improvements to City Parks and Civic Center facilities.; and WHEREAS, on March 24, 2020, the City Council approved the agreement with California Natural Resources Agency accepting grant funding for the upgrades at New Temple Park, Shively Park, Mary Van Dyke Park, and Civic Center, in the total amount of $2,048,200.00; and
WHEREAS, in Summer 2021, the resurfacing of asphalt basketball courts at Shively Park was completed, as part of this grant; and
WHEREAS, on October 11, 2022, the City Council awarded a Cooperative Purchasing Agreement to Gametime-Playcore Wisconsin, Inc. in the amount of $423,908.36 for the purchase and installation of new playground equipment and rubberized safety surfacing at New Temple Park, rubberized safety surfacing replacement at Mary Van Dyke Park, Shively Park and Akitoi Learning Center; and
WHEREAS, staff determined that the existing playground structure at Shively Park is damaged and needs replacement. The replacement of this playground structure will also protect the new investment on the playground safety surfacing, which will be completed as part of this project; and
WHEREAS, the City of South El Monte desires to purchase and install new playground equipment at Shively Park; and
WHEREAS, pursuant to City of South El Monte, Purchasing Manual, Chapter 5 - Special Circumstances, the Purchasing Officer may participate in purchases and contracts established by other political jurisdictions, provided the cooperative agreement is established following a competitive bid process. In a cooperative purchase setting, one agency represents several agencies by going out to bid, including the needs of the other agencies in the bid specifications. This provides for higher product volume being purchased, resulting in lower unit cost to all agencies.

01257.0001/869066.1

NOW, THEREFORE, THE SOUTH EL MONTE CITY COUNCIL HEREBY RESOLVES AS FOLLOWS:

SECTION 1: The above recitals are true and correct and incorporated by reference.

SECTION 2: The City Council hereby authorizes the City Manager to execute an amendment the Cooperative Purchasing Agreement with Gametime - Playcore Wisconsin, Inc. and increase compensation by $44,196.06. Said amendment shall be approved as to form by the City Attorney. The Council further directs the City Manager to take all actions necessary to effectuate the agreement.

SECTION 3: The City Clerk shall certify to the passage and adoption of this resolution.

PASSED, APPROVED AND ADOPTED this 28th day of March, 2023. _____________________________
Gloria Olmos, Mayor
ATTEST:
_____________________________
Donna G. Schwartz, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Donna G. Schwartz, City Clerk of the City of South El Monte, do hereby certify that the foregoing Resolution, being Resolution No. 22-28 was passed and approved by the City Council of the City of South El Monte at a Regular meeting of said Council held on the 28th day of March, 2023, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Donna G. Schwartz, City Clerk

Proposal for
South El Monte City
Prepared by
03-16-2023
Job # 108964-01
Shively Park Playground Option 2
805-910-5971 | www.gwpark.com

ATTACHMENT B

Total Elevated Play Components
Total Different Types Of Ground Level Components
Total Accessible Ground Level Components Shown
Total Elevated Components Accessible By Transfer
Total Elevated Play Components Accessible By Ramp
Representative
This play
equipment is
recommended
for children ages
Required
Required
Required
Required
This drawing can be
scaled only when in
an 18" x 24" format
Minimum Area Required:

Scale:

Drawing Name:

Date:

This Unit includes play events and Drawn By: routes or travel specifically designed for special needs users. It is the
opinion of the manufacturer that
these play events and routes of
travel conform to the accessibility
requirements of the ADA (Americans
with Disabilities Act)
IMPORTANT: Soft resilient surfacing
should be placed in the use zones of all
equipment, as specified for each type of
equipment, and at depths to meet the
critical fall heights as specified by the U.S.
consumer Product Safety Commission,
ASTM standard F 1487 and Canadian
Standard CAN/CSA-Z-614
C E R T I F I E D 150 PlayCore Drive SE
Fort Payne, AL 35967
www.gametime.com
1 4 0 0 1 CERTIFIED
City of South El Monte
Shively Park
South El Monte, CA
Great Western Recreation
LC
03/15/2023
108964-01 Option 2
5 - 12
-
5 - - 5 3
2 2
2 2

SALES REP

BRANDON SEITZ
805-910-5971
[email protected]

South El Monte City
Attn: Ariana De La Cruz
1530 Central Ave
South El Monte, CA 91733
Phone: 626-579-2043
[email protected]
Ship to Zip 92867
Quantity Part # Description Unit Price Amount
1 11935 GameTime - PrimeTime Waterton (gumdrop) $27,532.00 $27,532.00 1 INSTALL Install - Sitework-
• Demo/remove existing playground.
• Based on good access for equipment.
• Prevailing wages.
• Price includes one (1) move-on only
$4,924.00 $4,924.00
1 INSTALL Install - Installation of Play Equipment-
• Installation only of (1) Gametime structure #108964-01-Opt2 • Footings excavation, and concrete-through base.
• Equipment assembly.
• Removal of spoils.
• Prevailing wages.
• Based on good access for equipment.
• Price includes one (1) move-on only.
$16,995.00 $16,995.00
Contract: OMNIA #2017001134 Sub Total $49,451.00
Discount ($9,500.00)
Freight $2,396.78
Tax $1,848.28
Total $44,196.06
Comments
Your Sales Rep is Brandon Seitz at 805-910-5971. Please reach out to Brandon if you should have any questions.

Due to the volatility of freight costs, the freight pricing is subject to change at the time of order.

Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.

Ship to:
1009 N Batavia St
Orange, CA 92867
Site address:
1450 Lidcombe Ave
South El Monte, CA 91733
*Freight charges are based on listed zip code and are subject to change, if shipping information changes.

Prevailing Wage
Omnia #5008894
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/16/2023
Quote #
108964-01-02
Shively Park Playground Option 2

Remit Payment to:

GameTime
P.O. Box 680121
Fort Payne, AL 35968
Taxes:

All applicable taxes will be added at time of invoicing unless otherwise included or a tax-exempt certificate is provided.

If sales tax exempt, you must provide a copy of certificate to be considered exempt.

Prices:

FOB Factory.

Orders:

All orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime.

Standard GameTime equipment orders over $100,000 may require a deposit of 25% at the time of order and an additional 25% at or before order ships Standard orders with equipment, installation and surfacing are requested to be split billed.

Equipment, Taxes & Freight as noted above
Installation and Surfacing billed as completed and Due Upon Receipt.

Terms:

Cash With Order Discount (CWO): Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire) are eligible for a three percent (3%) cash with order discount.

Payment via credit card:  If you elect to pay by credit card, GameTime charges a 2.50% processing fee that is assessed on the amount of your payment.  This fee is shown as a separate line item and included in the total amount charged to your credit card.  You have the option to pay by check, ACH or Wire without any additional fees.

Credit terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved prior to the order being received. Please allow at minimum 2 days for the credit review process. GameTime may also require:

Completed Project Information Sheet (if applicable)
Copies of Payment and Performance Bonds (if applicable) A 1.5% per month finance charge will be imposed on all past due invoices.

Retainage not accepted.

Orders under $5,000 require payment with order.

DIR# 1000015526 CSLB#855664
INSTALLATION CONDITIONS:

ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.

STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process. Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation.

FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost.

UTILITIES: Owner is responsible for locating any private utilities.

ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.

GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/16/2023
Quote #
108964-01-02
Shively Park Playground Option 2

ACCEPTANCE OF QUOTATION:

Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.

Purchase Amount: $44,196.06 Date: _______________________________ ________________________________________________________________ Signature
Please fill out this ORDER FORM, this is required to process the order.

GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
03/16/2023
Quote #
108964-01-02
Shively Park Playground Option 2

Gametime Agreement Page 1 of 48

COOPERATIVE PURCHASING AGREEMENT
By and Between

CITY OF SOUTH EL MONTE
and
PLAYCORE WISCONSIN, INC. D/B/A GAMETIME
01257. 0001/ 825086. 3

ATTACHMENT C

Gametime Agreement Page 2 of 48

COOPERATIVE PURCHASING AGREEMENT

BETWEEN THE CITY OF SOUTH EL MONTE AND
PLAYCORE WISCONSIN, INC. D/ B/ A GAMETIME
THIS COOPERATIVE PURCHASING AGREEMENT ( herein " Agreement") is made and entered into this 11th day of October , 2022 by and between the City of South El Monte, a California municipal corporation (" City") and Playcore Wisconsin, Inc. d/ b/ a GameTime, a Wisconsin corporation (" Consultant"). City and Consultant may be referred to, individually or collectively, as " Party" or " Parties."

RECITALS
A. Pursuant to City of South El Monte, Purchasing Manual, Chapter 5 - Special Circumstances, the Purchasing Office may participate in purchases and contracts established by other political jurisdictions, provided the cooperative agreement is established following a competitive bid process. In a cooperative purchase setting, one agency represents several agencies by going out to bid, including the needs of the other agencies in the bid specifications.

This provides for higher product volume being purchased, resulting in lower unit cost for all agencies.

B. The City of Charlotte, North Carolina issued a Request for Proposal ( RFP # 269- 2017- 028) for Playground Equipment, Outdoor, Fitness Equipment, Surfacing, Site Accessories and Relates Products and Services dated January 25, 2017 ( hereinafter " Charlotte Request for Proposal").

C. Consultant was selected as the appropriate vendor for the project as they were awarded Contract No. 201700134 by Omnia Partners Master Intergovernmental Cooperative Purchasing, for playground equipment procurement and labor services, resulting from the Charlotte Request for Proposal.

D. As is demonstrated by the Consultant' s estimate, by utilizing the Charlotte RFP, the City is being provided a discount in the amount of $22, 831. 50 rendering a more economically advantageous result.

E. City has sought the performance ofthe services defined and described particularly in Article 1 of this Agreement.

F. The City has determined Consultant' s price is lower than that estimated for the purchase if made directly by the City.

G. Pursuant to the City of South El Monte Municipal Code, City has authority to enter into and execute this Agreement.

H. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. 01257. 0001/ 825086. 3

Gametime Agreement Page 3 of 48

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

ARTICLE 1. SERVICES OF CONSULTANT

1. 1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the " Scope of Services" attached hereto as Exhibit " A" and incorporated herein by this reference, which may be referred to herein as the " services" or work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase " highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1. 2 Consultant' s Proposal.

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

1. 3 Compliance with Law.

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

1. 4 California Labor Law.

If the Scope of Services includes any " public work" or " maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $ 1, 000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
01257. 0001/ 825086. 3 2

Gametime Agreement Page 4 of 48
a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a " public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 commencing with Section 1720) ofthe California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (" DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773. 2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations ( DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($ 200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City ofthe location of the records. e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777. 5, 1777. 6, and 1777. 7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty ( 60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement ofthe journeyman and apprentice hours performed under this Agreement.
f) Eight -Hour Work Day. Consultant acknowledges that eight ( 8) hours labor constitutes a legal days work. Consultant shall comply with and be bound by Labor Code Section 1810.
01257. 0001/ 825086. 3 3

Gametime Agreement Page 5 of 48
g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty- five dollars ($ 25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight ( 8) hours in any one calendar day and forty ( 40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight ( 8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one- half (1'/ 2) times the basic rate of pay.
h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
Consultant' s Authorized Initials
i) Consultant' s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor' s compliance with Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor' s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1. 5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant' s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
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Gametime Agreement Page 6 of 48

1. 6 Familiarity with Work.

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

1. 7 Care of Work.

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

1. 8 Further Responsibilities of Parties.

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

1. 9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in ( i) the Contract Sum for the actual costs of the extra work, and/ or ( ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent ( 10%) of the Contract Sum or $25, 000, whichever is less; or, in the time to perform of up to one hundred eighty ( 180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than 01257. 0001/ 825086. 3 5

Gametime Agreement Page 7 of 48
Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1. 10 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2. 1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the " Schedule of Compensation" attached hereto as Exhibit " C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Hundred Twenty Three Thousand Nine Hundred Eight Dollars and Thirty Six Cents ($ 423, 908. 36) ( the " Contract Sum"), unless additional compensation is approved pursuant to Section 1. 9.

2. 2 Method of Compensation.

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

2. 3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4. 5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

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

2. 4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City' s Director of 01257. 0001/ 825086. 3 6

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

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7. 3, City will use its best efforts to cause Consultant to be paid within forty-five ( 45) days of receipt of Consultant' s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2. 5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3. 1 Time of Essence.

Time is ofthe essence in the performance of this Agreement.

3. 2 Schedule of Performance.

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

3. 3 Force Mai eure.

The time period( s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant 01257. 0001/ 825086. 3 7

Gametime Agreement Page 9 of 48
shall within ten ( 10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer' s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant' s sole remedy being extension of the Agreement pursuant to this Section.

3. 4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one ( 1) year from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit D„
ARTICLE 4. COORDINATION OF WORK

4. 1 Representatives and Personnel of Consultant.

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

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

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

Consultant shall notify City of any changes in Consultant' s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
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Gametime Agreement Page 10 of 48

4. 2 Status of Consultant.

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

4. 3 Contract Officer.

The Contract Officer shall be Colby Cataldi, Community Development Director, or such person as may be designated by the City Manager. It shall be the Consultant' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms ofthis Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant' s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4. 5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or 01257. 0001/ 825086. 3 9

Gametime Agreement Page 11 of 48
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent 25%) ofthe present ownership and/ or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5. 1 Insurance Coverages.

Without limiting Consultant' s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $ 2,000,000 per occurrence, $ 4,000, 000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO " insured contract" language will not be accepted.
b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than $ 1, 000, 000 combined single limit for each accident.
c) Professional liability errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1, 000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date ofthis Agreement and Consultant agrees to maintain continuous coverage through a period no less than three ( 3) years after completion ofthe services required by this Agreement. d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance ( Statutory Limits) and Employer' s Liability Insurance ( with limits of at least $ 1, 000, 000).
e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
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f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B".

5. 2 General Insurance Requirements.
a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City' s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. c) Primary/noncontributiniz. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City' s own insurance or self-insurance shall be called upon to protect it as a named insured.
d) Ci , ' s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best' s Key Rating Guide, unless otherwise approved by the City' s Risk Manager.
f) Waiver of subro a
tion. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery 01257. 0001/ 825086. 3 11

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against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
g) Enforcement of contract provisions ( non -estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess ofthe specified minimum limits of insurance and coverage shall be available to the City.
i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty ( 30) day notice of cancellation ( except for nonpayment for which a ten ( 10) day notice is required) or nonrenewal of coverage for each required coverage.
0) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/ umbrella liability policies.
k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer' s limits of liability. The policy( ies) shall not contain any cross -liability exclusions. m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. 01257. 0001/ 825086. 3 12

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n) Agency' s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety ( 90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant' s compensation.
o) Self -insured retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant' s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution ofthe work.

5. 3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (" Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened ( herein " claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (" indemnitors"), or arising from Consultant' s or indemnitors' reckless or willful misconduct, or arising from Consultant' s or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
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c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6. 1 Records.

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

6. 2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of 01257. 0001/ 825086. 3 14

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work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6. 3 Ownership of Documents.

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

Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as " works made for hire" as defined in 17 U.S. C. § 101, such documents and materials are hereby deemed " works made for hire" for the City.

6. 4 Confidentiality and Release of Information.
a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Consultant gives City notice of such court order or subpoena. c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City 01257. 0001/ 825086. 3 15

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shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney' s fees, caused by or incurred as a result of Consultant' s conduct. d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7. 1 California Law.

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

7.2 Disputes; Default.

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

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant whether or not arising out of this Agreement) ( i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or 01257. 0001/ 825086. 3 16

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

7.4 Waiver.

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

Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7. 5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Le2al Action.

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

7. 7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty ( 30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant 01257. 0001/ 825086. 3 17

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reserves the right to terminate this Contract at any time, with or without cause, upon sixty ( 60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice oftermination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7. 3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7. 2.

7. 8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7. 2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated ( provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set- off or partial payment of the amounts owed the City as previously stated.

7. 9 Attorneys' Fees.

If either parry to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney' s fees. Attorney' s fees shall include attorney' s fees on any appeal, and in addition a party entitled to attorney' s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

8. 1 Non -liability of City Officers and Employees.

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

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

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

8. 3 Covenant Against Discrimination.

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

8. 4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U. S. C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/ or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9. 1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first- class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer ( with her/his name and City title), City of South El Monte, 1415 Santa Anita Avenue, South El Monte, California 91733 and in the case of the 01257. 0001/ 825086. 3 19

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Consultant, to the person( s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- two 72) hours from the time of mailing if mailed as provided in this Section.

9. 2 Interpretation.

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

9. 3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9. 4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9. 5 Severability.

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

9. 6 Warranty & Representation of Non -Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/ her financial interest or the financial interest of any corporation, partnership, or association in which ( s) he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which ( s) he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of financial interest" shall be consistent with State law and shall not include interests found to be remote" or " noninterests" pursuant to Government Code Sections 1091 or 1091. 5. Consultant 01257. 0001/ 825086. 3 20

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warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

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

Consultant' s Authorized Initials OW

9. 7 Corporate Authority.

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

SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written.

ATTEST:
nna SchwaAtz. Ci
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
9 Anthony R. Taylor, City Attorney
CITY:

CITY OF SOUTH EL MONTE, a municipal
corporation
MLN 1i
Gloria Olmos, Mayor
CONSULTANT:

PLAYCORE WISCONSIN, INC., D/ B/A
GAMETIME, a Wisconsin corporations
By. -
Name: Robert V. Barron
Title: Sr. Vice Presidentof Sales
By: -
Name: Clint T. Whiteside
Title: Manager of Sales Operations
Address:
150 PlayCore Drive S. E.

Fort Payne, AL 35967
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT' S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY. 01257. 0001 / 825086. 3 22

Gametime Agreement Page 23 of 48
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written.

ATTEST:
see attached
Donna Schwartz, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Anthony R. Taylor, City Attorney
CITY:

CITY OF SOUTH EL MONTE, a municipal
corporation
see attached
Gloria Olmos, Mayor
CONSULTANT:

PLAYCORE WISCONSIN, INC., D/ B/ A
GAMETIME, a Wisconsin corporation
By:

Name: Robert V. Barron
Title: Sr. Vice Presidentof Sales
By: 441-
Name: Clint T. Whiteside
Title: Manager of Sales Operations
Address:
150 PlayCore Drive S. E.

Fort Payne, AL 35967
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT' S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY. 01257. 0001/ 825086. 3 22

Gametime Agreement Page 24 of 48

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity ofthat document.

On November 1 , 2022 before me, Stacey Grupenhagen , personally appeared Robert V. Barron ,
proved to me on
the basis of satisfactory evidence to be the person(s) whose names( s) is/ are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY
true and correct.

WITNESS my hand and official seal.
under the laws ofthe S k HPi"a14 ia that the foregoing paragraph is GRUPEAL ezl,
TE NE
4 u7 NOTARY
PUSLIC
Though the data below is not required by law, it may prove valua Klying on the document and could prevent fraudulent reattachment ofthis form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

PARTNER(S) LIMITED

GENERAL NUMBER OF PAGES
ATTORNEY4N-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR

OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01257.0001 /8250863

Gametime Agreement Page 25 of 48

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity ofthat document.

STATE OF '^ ramN Tennessee
COUNTY OF Hamilton
On November 1 , 2022 before me, Stacey Grupenhagen , personally appeared Clint T. Whiteside , proved to me on the basis of satisfactory evidence to be the person(s) whose names( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf ofwhich the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJCTRY under the laws
true and correct.

WITNESS my hand and official seal.
oftl e ter alR,fp *i qthat the foregoing paragraph is
SATE •': 9G''-';
U:'
Q: OF ., ,
ove PvjBL1C;
OPTIONA ssion ExP``°
5 Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofthis form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY -IN -FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSONS) OR ENTITY(IES))

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNERS) OTHER THAN NAMED ABOVE
01257.0001 /825086. 3

Gametime Agreement Page 26 of 48
EXHIBIT " A"

SCOPE OF SERVICES
I. Consultant will perform the following Services to provide playground, site accessories, surfacing, installation, and related products and services, including:

A. Task A: Consultant shall provide the following playground equipment. Number of units indicated in parentheses:

1. ( 1) 5 to 12 Structure

2. ( 1) Umbrella double seats

3. ( 1) Merry -Go -All

4. ( 4) 6' S 100 BNCH, wBCK SLT-PC
B. Task B: Consultant shall provide GT- impax- pour in place surfacing delivered and installed for four ( 4) parks: Mary Van Dyle Park; New Temple Park; Shivley Park; Akitoi Learning Center C. Task C: Consultant shall provide GT-Impax; Site Security; and Prevailing Wage D. Task D: Consultant shall install Playground Equipment for New Temple Park Installation including; Installation of only ( 1) Gametime structure; Footings, excavation, and concrete thorough base; Equipment Assembly; Removal of Spoils; Prevailing Wages; Price based on work to be done at both locations concurrently; Based on good access for equipment; Price includes one ( 1) move -on only.

E. Task E: Consultant shall install Sitework at the four ( 4) park bids: Mary Van Dyke/ New Temple/ Shively Park/ Akitoi Learning Center; and add Alt Side Work at Akitoi Park Pit Consultant shall complete Tasks A—E in accordance with this Agreement and the descriptions for each Task detailed in Exhibit " E".

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

Number of units indicated in parentheses:

1. ( 1) 5 to 12 Structure

2. ( 1) Umbrella double seats

3. ( 1) Merry -Go -All
01257. 0001/ 825086. 3 A- 1

Gametime Agreement Page 27 of 48

4. ( 4) 6' S 100 BNCH, w/ BCK SLT- PC
III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
01257. 0001/ 825086. 3 A- 2

Gametime Agreement Page 28 of 48
01257. 0001 / 825086. 3 A- 3

Gametime Agreement Page 29 of 48
EXHIBIT " B"

SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in str4kethrough. 01257. 0001/ 825086. 3 B- 1

Gametime Agreement Page 30 of 48
EXHIBIT " C"

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

QUANTITY UNIT PRICE SUB - BUDGET
A. Task A:

Playground
Equipment
Playground 1 54, 653. 00 54, 653. 00
Structure, 5 to 12
Playground 1 7, 884. 00 7, 884. 00
Structure, Umbrella
with Double Seats
Playground 1 7, 407. 00 7, 407. 00
Structure, Merry -
Go -All
Playground 4 1, 237. 00 4, 948. 00
Structure, 6' S 100
Bench w/ Black
Slat -Thermoplastic
B. Task B: GT- 11, 963 17. 20 205, 763. 60
impax- pour in
place surfacing
Delivered and
installed for four (4)
parks: Mary Van
Dyle Park; New
Temple Park;
Shivley Park; Akitoi
Learning Center
C. Task C: Security 1 4, 750. 00 4, 750. 00
GT- Impax
Site Security
Prevailing Wage
01257. 0001/ 825086. 3 C- 1

Gametime Agreement Page 31 of 48
D. Task D: Install
Playground
Equipment for 1 $ 29, 517. 00 $ 29, 517. 00
New Temple Park
Installation
Installation of only
1) Gametime
structure
Footings,
excavation, and
concrete thorough
base
Equipment
Assembly
Removal of Spoils
Prevailing Wages
Price based on
work to be done at
both locations
concurrently
Based on good
access for
equipment.

Price includes one
1) move -on only
Task E: Install
Sitework
Mary Van
E. Dyke/ New Temple/ 1 $ 101, 895. 00 $ 101, 895. 00
Shively Park/ Akitoi
Learning Center and
add Alt Side Work
at Akitoi Park Pit
Gametime 1 $ 6, 380. 00 $ 6, 380. 00
Payment and
01257. 0001/ 825086. 3 C- 2

Gametime Agreement Page 32 of 48
Performance bond
Subtotal $ 423, 197. 60
Discount -($ 22, 831. 50)
Material $ 10, 528. 29
Surcharge
Tax $ 6, 415. 35
Freight $ 6, 598. 62
Total Amount $ 423, 908. 36
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2. 1, unless Additional Services are approved per Section 1. 9.

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

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

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

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

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

IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2. 1 of this Agreement.
01257. 0001/ 825086. 3 C- 3

Gametime Agreement Page 33 of 48
EXHIBIT " D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule: All equipment and services shall be installed and completed within one hundred and fifty Q 50) days ofthe City' s notice to proceed.

H. Consultant shall deliver the all tangible work products to the City by in accordance with the Schedule of Performance.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3. 2.
01257. 0001/ 825086. 3 D- 1

Gametime Agreement Page 34 of 48
EXHIBIT " E"

CONSULTANT' S PROPOSAL
Attached)
01257. 0001 / 825086. 3 D- 2

Gametime Agreement Page 35 of 48
EXHIBIT " E"

Gametime Agreement Page 36 of 48
L
Proposal for
South El Monte City
Prepared by

GREAT WESTERN

R E C R E A T I O N
09- 14- 2022
Job # 102465- 01
Mary Van Dyke and New Temple Park Playgrounds Option 3D GameTime®

PLYCORE
805- 910- 5971 1 www. gwpark. com Page 389 of 427
Mary Van Dyke Park and New Temple Park Playgrounds -Project 102465- 01- Opt 3B South El Monte, CA
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A STRONG FOUNDATION IN PLAY FOR OVER 50 YEARS P: ( 435) 245- 5055 / F: 435 245- 5057 Brandon@gwpark. com J b,

GREAT WESTERN
R E C R E A T 1 0 N

Mary Van Dyke Park and New Temple Park Playgrounds -Project 102465- 01- Opt 3B South El Monte, CA
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GREAT WESTERN
R E C R E A T 1 0 N

Mary Van Dyke Park and New Temple Park Playgrounds -Project 102465- 01- Opt 3B South El Monte, CA
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A STRONG FOUNDATION IN PLAY FOR OVER 50 YEARS P: ( 435) 245- 5055 / F: 435 245- 5057 Brandon@gwpark. com I
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GREAT WESTERN
R E C R E A T 1 0 N

Mary Van Dyke Park and New Temple Park Playgrounds -Project 102465- 01- Opt 3B South El Monte, CA
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R E C R E A T 1 0 N

Mary Van Dyke Park and New Temple Park Playgrounds -Project 102465- 01- Opt 3B South El Monte, CA
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STRONG FOUNDATION INPLAY FOR OVER 50 YEARS P: (435) 245- 5055 / F: 435 245- 5057 Brandon@gwpark. com Ad . ft_ IGREAT WESTERN

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Gametime Agreement Page 42 of 48
47'- 4j'
SERIES 100
6' BENCH, w/ BACK SLAT
S104
RIVER ROCK CUMBER 14 SOUARE 360 SPIRAL
CANOPY
3- IN- A- ROW SLIDE W/ ROTO 19287
PANEL
19822
19439 19480 HOOD

DOUBLE'
6 BONGOS

WLDERSUDE II ( BELOW) )
19464 18679
19388 *
4•
PANEL
19386
i
i
WALL
CYCLER '%
i
t ` ` (
IP
1111
i

PANEL , '
19198
BUBBLE

RIGHTISLIDE
f
19827
4•
3' ` 400P
i
SLAE
18231
t
LADDER
19232
PANEL
SWERVE
4 BARRIER
SERIES
ARCH
SLOPED
19198 '%
BRIDGE
RAIL
BUBBLE
Wy/
19122
HOW
936
FUNNEL
ZIP
19385 TALL

MARACABASAS
HAND
19171
2AM

CLIMBER
18689 - -
19223
I7793389

LEANING
1 100 BENCH,
w/ BAC PC
47'- S104
1j" SERIES
100 i \ '
BENCH, w/ BACK 3LAT PC
I
5104 SERIES
100 6'
BENCH, w/ BACK SLAT S104
e
N 12726
t
i DO< 1B E SEAT I MERRY - GO -ALL i
6272 SUNBLOX

MBRELLA
ICANOPY 18787
t
0 10' 20' 5'
15, v
GREAT
WESTERN New
Temple Park SALES REP Total 0 0 1 BRANDON
Elevated Play Components9
SEITZ Total Elevated Play Components Accessible By Ramp South EI Monte, CA 805-
COM
910- 5971 Total Elevated Components Accessible By Transfer pfeBRANDON@GWPARK. p Total Accessible Ground Level Com onents RecreatoinShown sentative 11 Total Different Types OfGround Level Components Led Required
11 Required 5
Re d5quire
Required 6
Area inimum Required: houltl be placed in the use zones of ally equipment, as s'E'.d for each type of IMPORTANT:

Soft resilient surfacing [Dring ale:

Lcent,
and
at depths to meet the 6
This drawing can bepd heights as speci' a by the U.S/ 2022 3 yScaled r Product sates commission,
Re
when intandardF1487 and Canadian Name: Western
3an 18" x 24" formatantlartl CANICSA-Z-614 5- 01- opt 3 M62

Gametime Agreement Page 43 of 48
Project: 102465- 01- Opt 3
Surfacing:

Play Palettes: Allegiance
Color Selections
Approved by:

Atlantic Bayou
I11 ii j l 111141111 +
Space
I
Papaya Patriotic Rain Forest
ie l il,' 114, U j IL' 9 11 I I I III Shine
i';
i gllll IIIII' IUI I , - Vibrant ill
Wisteria

Gametime Agreement Page 44 of 48
GameTime C/ O Great Western Recreation 10/ 06/ 2022
Me)
P. O. Box 680121 Quote #
Fort Payne, AL 35967 102465- 01- 09
y y
Office: 435- 245- 5055 Fax: 435- 245- 5057
A PLA}'CO E t } V+ M1Y www. gwpark. com
Mary Van Dyke and New Temple Park Playgrounds Option 3D Grant South El Monte City
Attn: Ariana De La Cruz
1530 Central Ave
South El Monte, CA 91733
Phone: 626- 579- 2043
adelacruz@soelmonte. org
Ship to Zip 92867
1 RDU GameTime - 5 to 12 Structure - 54, 653. 00 54, 653. 00 refernce
1 RDU GameTime - Umbrella with double seats - 7, 884. 00 7, 884. 00 Reference drawing # 102465- 01- opt 3
1 6272 GameTime - Merry -Go -All 7, 407. 00 7, 407. 00
4 S104 GT- Site - 6' S100 BNCH, w/ BCK SLT- PC 1, 237. 00 4, 948. 00 11963 PIP GT- Impax - Pour in Place Surfacing delivered and installed- 17. 20 205, 763. 60 List Price $ 250, 931. 22, discounted per Omnia Contract 4 Park Bid ... Based on being awarded as one large project and installed as one large project***
11, 963 Total Sq Ft
Mary Van Dyke Park = 3956 Total Sq Ft
3556 sf = 8' CFH
400 sf = 9' CFH
New Temple Park = 2233 Total Sq Ft
6' CFH
Shivley= 1533 sf, 8' CFH
Akitoi = 4241 Total Sq Ft, 4' CFH
All to include 50/ 50 standard epdm and black - tbd
Aromatic Binder, Prevailing Wages
Based on good job access, no design
Does not include any tta pads
Add Alt: Akitoi - Pad 6 $ 13, 330
775 sf, 4' CFH
Includes 50/ 50 std epdm and black
Includes 130 If concrete keyway cutting and
turndown pip edge into keyway cut
No Design, No TTA pads
Aromatic Binder, Prevailing Wages
Based on good job access, no design
1 SECURITY GT- Impax - Site Security- $ 4, 750. 00 $ 4, 750. 00 Prevailing wage
1 INSTALL Install - Playground Equipment for New Temple Park Installation- $ 29, 517. 00 $ 29, 517. 00 Installation only of ( 1) Gametme structure ( New Temple) Footings excavation, and concrete -through base.

Equipment assembly.

Removal of spoils.

Prevailing wages.

Price based on work to be done at both locations concurrently.

Based on good access for equipment.

Price includes one ( 1) move - on only.

P A R T N E R S

Gametime Agreement Page 45 of 48
GameTime C/ O Great Western Recreation 10/ 06/ 2022
6uote # P. O. Box 680121 50Mewrme_ Fort Payne, AL 35967 102465- 01 9 Office: 435- 245- 5055 Fax: 435- 245- 5057
A A/ COr'=_ C- w• www. gwpark. com
Mary Van Dyke and New Temple Park Playgrounds Option 3D Grant AF
Quantity Part # Description 7. Unit Price Amount
1 INSTALL Install - Sitework: Mary Van Dyke/ New Temple/ Shively Park/ Akitoi Learning Center- $ 101, 895. 00 $ 101, 895. 00 Excavate and dispose EWF approximately 3, 956 sq. ft 8" depth ( Mary Van Dyke) Provide and install approximately 3, 956 sq ft of 8. 5" thick fill dirt compacted to 90% ( Mary Van Dyke)
Provide and install approximately 3, 956 sq ft of 4" crushed miscellaneous base compacted to 90% ( Mary Van Dyke)
Demo and dispose existing equipment and ( 4) benches ( New Temple) Demo and dispose PIP approximately 550 sq. ft 3" depth ( New Temple) Demo and dispose concrete base approximately 550 sq. ft 4" depth ( New Temple) Excavate and dispose EWF approximately 1, 700 sq. ft 12" depth ( New Temple) Provide and install approximately 2, 233 sq ft of 9" crushed miscellaneous base compacted to 90% ( New Temple)
Demo and remove 1533 sf of chunk rubber at 5" depth ( Shively) Provide and install 1533 sf of base at 1. 5" depth, compacted to 90% ( Shively) Remove existing 1500 sf of pip at 4" depth ( Akitoi) Pit 1 Provide and install 1500 sf of base at 2" depth, compacted to 90% ( Akitoi) Pit 1 Demo and remove 350 sf of rubber at 4" depth ( Akitoi) Pit 2 Provide and install 350 sf of base at 2" depth, compacted to 90% ( Akitoi) Pit 2 Demo and remove 904 sf of woodchips 12" depth to 14" below grade (Akitoi) Pit 3 Provide and install 904 sf of base at 12" depth compacted to 90% ( Akitoi) Pit 3 Demo and remove 12 x 7' concrete ramp ( Akitoi) Pit 3
Demo and remove 817 sf of Ewf at 12" depth to 14" below grade (Akitoi) Pit 4 Demo and remove 391 sf of pip at 2" depth ( Akitoi) Pit 4 Provide and install 817 sf of base at 12" depth, compacted to 90% ( Akitoi) Pit 4 Demo and remove existing 17' x 6' concrete ramp (Akitoi) Pit 4 Demo and remove 320 sf of woodchips 12" depth to 14" below grade (Akitoi) Pit 5 Provide and install 320 sf of base at 12" depth, compacted to 90% ( Akitoi) Pit 5 Demo and remove 10 x 76' concrete ramp ( Akitoi) Pit 5
Remove and dispose spoils.

INSTALL Install - Continued Sitework and Add AltIncludes temporary construction fencing on stands; 3001F for Mary Van Dyke and 2251F for New Temple and 1501F for Shively( windscreen/ sand bags not included) Price based on work to be done at both locations concurrently.

Based on good access for equipment.

Prevailing wages.

Price includes one ( 1) move - on only
Add Alt: Site Work: Akitoi Park Pit 6 $ 4. 988
Demo/ remove existing tiles for 775 sgft
Price only valid with award of total scope; work to be done concurrently at all other areas** Based on good access for equipment.

Prevailing wages.

Price includes one ( 1) move -on only
BOND GameTime - Payment and Performance Bond
Contract: OMNIA # 2017001134

6, 380. 00 $ 6, 380. 00
Sub Total $ 423, 197. 60
Grant ($ 22, 831. 50)
Material Surcharge $ 10,528.29
Estimated Freight $ 6, 598. 62
Tax $ 6, 415. 35

OMNIA F' A R T N E R S

Gametime Agreement Page 46 of 48
GameTime C/ O Great Western Recreation 10/ 06/ 2022
Me)
P. O. Box 680121 Quote #
Fort Payne, AL 35967 102465- 01- 09
y y
Office: 435- 245- 5055 Fax: 435- 245- 5057
A PLA}'CO E t } V+ M1Y www. gwpark. com
Mary Van Dyke and New Temple Park Playgrounds Option 3D Grant Comments
Your Sales Rep is Brandon Seitz at 805- 910- 5971. Please reach out to Brandon if you should have any questions.

Due to the volatility of freight costs, the freight pricing is subject to change at the time of order.

Pricing is based on Grant 2022 pricing. Orders MUST be place before November 1, 2022, and MUST be shipped by December 31, 2022 to qualify for Grant Pricing.

Not all equipment is eligible for Grant Pricing.

Any orders placed after November 1, 2022 will be subject to 2023 pricing.

Material Surcharge reflects raw material price increase** Ship to:
1009 N Batavia St
Orange, CA 92867
Site address:
1450 Lidcombe Ave
South El Monte, CA 91733
Freight charges are based on listed zip code and are subject to change, if shipping information changes.

Prevailing Wage
Omnia # 5008894
OMNIA

Gametime Agreement Page 47 of 48
GameTime C/ O Great Western Recreation 10/ 06/ 2022
6uote # P. O. Box 680121 50Mewrme_ Fort Payne, AL 35967 102465- 01 9 Office: 435- 245- 5055 Fax: 435- 245- 5057
PLAYCOME c- wwww. gwpark. com Mary
Van Dyke and New Temple Park Playgrounds Option 3D Grant Remit Payment to: GameTime
P.

O. Box 680121 Fort
Payne, AL 35968 Taxes:

All
applicable taxes will be added at time of invoicing unless otherwise included or a tax- exempt certificate is provided. If sales tax exempt, you must provide acopy of certificate tobe considered exempt. Prices:

FOB
Factory. Orders:

All
orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime. Standard GameTime equipment orders over $100, 000 may require adeposit of 25% at the time of order and an additional 25% at or before order ships Standard orders with equipment, installation and surfacing are requested tobe split billed. Equipment, Taxes & Freight as noted above Installation
and Surfacing billed as completed and Due Upon Receipt. Terms:

Cash
With Order Discount (CWO): Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire) are eligible for a three percent (3%) cash with order discount. Payment via credit card: If you elect to pay by credit card, GameTime charges a2. 50% processing fee that is assessed on the amount of your payment.

This fee is shown as a separate line item and included in the total amount charged to your credit card. You have the option to pay by check, ACH or Wire without any additional fees. Credit
terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved prior to the order being received. Please allow at minimum 2days for the credit review process. GameTime may also require: Completed Project Information Sheet (if applicable) Copies
of Payment and Performance Bonds (if applicable) A

1. 5% per month finance charge will be imposed on all past due invoices. Retainage not accepted. Orders
under $5,000 require payment with order. DIR#
1000015526 CSLB#855664 INSTALLATION
CONDITIONS: ACCESS:

Site should be clear, level and allow for unrestricted access of trucks and machinery. STORAGE:

Customer isresponsible for providing asecure location to off- load and store the equipment during the installation process. Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation. FOOTER
EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost. UTILITIES:

Owner isresponsible forlocating any private utilities. ADDITIONAL COSTS: Pricing is based on a single mobilization forinstallation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment isrequired, pricing is subject tochange. 0 mmLl I "M111 Page
4 of 5 P A R T N E R S

Gametime Agreement Page 48 of 48
GameTime C/ O Great Western Recreation 10/ 06/ 2022
Me)
P. O. Box 680121 Quote #
Fort Payne, AL 35967 102465- 01- 09
y y
Office: 435- 245- 5055 Fax: 435- 245- 5057
A PLA}'CORE t } V+ M1Y www. gwpark. com
Mary Van Dyke and New Temple Park Playgrounds Option 3D Grant ACCEPTANCE OF QUOTATION:

Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.

Accepted By ( printed):

Purchase Amount: $ 423, 908. 36
Customer Signature
Date:

Title:

Please fill out this ORDER FORM, this is required to process the order.

P A R T N E R S

City Council Agenda Report
Agenda Item No. 11.a.

DATE: March 28, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: CORRESPONDENCE REGARDING SISTER CITIES

PROGRAM BETWEEN CITY OF SOUTH EL MONTE AND

GOMEZ PALACIO, DURANGO, MEXICO
SUMMARY: Letter from Mayor Leticia Herrera, Gomez Palacio, extending interest in renewing the sisterhood between the City of South El Monte and the City of Gomez Palacio, Durango, Mexico
RECOMMENDED ACTION: Discussion and/or action.

FISCAL/FINANCIAL IMPACT: No fiscal impact.

DISCUSSION: The City of Gomez Palacio Mayor Leticia Herrera is interested in tightening the bonds between our cities in matters concerning culture, economy, tourism, etc. by having projects that can be beneficial to the citizens in both cities.

ATTACHMENT(S):

A. Letter of Intention
B. Gomez Palacio City Profile

ATTACHMENT A

WELCOME TO

GOMEZ PALACIO

ATTACHMENT B

INDEX

CONTINENT:

LOCATION
USA
CANADA
MEXICO

GOMEZ PALACIO

AMERICA
COUNTRY: MEXICO
STATE: DURANGO

HISTORY
FOUNDED IN 1883 BY SANTIAGO LAVIN
NAMED IN HONOR OF "FRANCISCO GÓMEZ PALACIO", A

NATIONAL HERO
BIRTHPLACE OF THE "MEXICAN REVOLUTION" MOVEMENT

WE ARE ONE OF THE YOUNGEST CITIES IN THE COUNTRY

RECOGNIZED BY OUR FAST GROWTH DUE TO OUR

INDUSTRIAL DEVELOPMENT

OUR PEOPLE IS RECOGNIZED BY IT'S CANDOR AND GOOD
WILL

DATA
LENGHT 990.2 KM2

RELIGION MOSTLY

CATHOLICISM
BECAME CITY ON 1905

SECOND LARGEST CITY

IN DURANGO

NATURAL DISASTERS

FREE ZONE
337 SUNNY
DAYS

WEATHER
SUMMER
71° - 95° F
SEMIDESERTIC
WINTER
46° - 71° F
3937 FT

ABOVE SEA LEVEL

372,750 PEOPLE AVERAGE AGE UNDER 40 49.5% 51.5%

CONNECTIVITY

RAILROADS

ACROSS THE COUNTRY

CONNECTED TO USA AND CANADA

HEAVY DUTY RAILROADS
ROADS

THE BEST CONNECTED REGION IN

THE NORTH OF THE COUNTRY

CONNECTIVITY
PORTS
ATLANTIC (LESS THAN 12HRS)
PACIFIC (LESS THAN 8HRS)
BORDER

REACHING MORE THAN A DOZEN
BORDER CITIES WITH USA. (IN LESS
THAN 12HRS)

SCHOOLS TEACHERS
56 18,611
1,156
5 UNIVERSITIES

STUDENTS

EDUCATION
8 TECHNICAL
43 HIGH SCHOOLS
812 AT UNIVERSITY
3,672 AT TECHNICAL
14,127 AT HIGH SCHOOL
84 AT UNIVERSITIES
90 AT TECHNICAL
982 AT HIGH SCHOOLS

ECONOMIC

ACTIVITIES

MANUFACTURE &

AGROINDUSTRIAL

COMERCE

SERVICES

CONSTRUCTION
MX$54,875,000,000
MX$30,643,320,000
MX$7,661,580,000
MX$35,754,040,000
TOTAL
MX$255,386,000,000

R

ECONOMIC

ACTIVITIES
COMPANIES THAT CALL US "HOME"
6 INDUSTRIAL
PARKS

"A YOUNG & VIBRANT CITY"

WHETHER YOU WANT A FANCY DINNER, OR A

STREET BITE, YOU CAN FIND IT ALL ON THE STREETS
OF GOMEZ PALACIO.

EXCITING NIGHTLIFE WITH BARS AND

RESTAURANTS, THERE'S ALWAYS SOMETHING TO
FIND.

WE HAVE SPORTS EVENTS EVERY WEEK, AND YOU

CAN DISCOVER THE COUNTRY SIDE WITH A NICE
MORNING HIKING.

LIFESTYLE

E

COTOURISM

MUSEUMS

LANDMARKS

THEATHER

LIFESTYLE

GOLFCOURSE

COUNTRYCLUB
MALL

HIGHENDRESIDENTIAL
AREAS
WEHAVE: BARS & RESTA
URANTS

NIGHTCLUBS

"THIS ADMINISTRATION IS COMMITED TO BUILD STRONG

RELATIONSHIPS WITH CITIES ALL AROUND THE GLOBE AND

STRENGTHEN THE RELATIONSHIPS THAT WE ALREADY HAVE, TO PROJECT OUR CITY AS A GREAT PLACE TO MAKE GOOD BUSINESSES AND FRIENDS"

GOVERMENT

LETICIA HERRERA ALE
MAYOR

WE ARE WAITING
FOR YOU!
www.gomezpalacio.gob.mx
IN

GOMEZ PALACIO

City Council Agenda Report
Agenda Item No. 11.b.

DATE: March 28, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: CORRESPONDENCE FROM KUNSHAN, CHINA, FOREIGN

AFFAIRS OFFICE WISHING TO RECONNECT

INTERNATIONAL RELATIONS THROUGH FRIENDSHIP

WITH THE CITY OF SOUTH EL MONTE
SUMMARY: Kunshan, China wishes to reconnect international relations through friendship with the City of South El Monte.

RECOMMENDED ACTION: Discussion and/or action.

FISCAL/FINANCIAL IMPACT: No fiscal impact.

DISCUSSION: Kunshan, China and South El Monte became international friendship cities in 1993 and was the first international friendship city of Kunshan. As time went by, the connection to each other was lost and Kunshan wishes to reconnect the international friendship.

ATTACHMENT(S):

A. Email from Kunshan, China

City Council Agenda Report
Agenda Item No. 11.c.

DATE: March 28, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: CORRESPONDENCE FROM CONSULATE GENERAL OF

THE PEOPLE'S REPUBLIC OF CHINA IN LOS ANGELES,

REQUESTING TO RENEW SISTER CITY RELATIONSHIP

BETWEEN CHINESE CITY XIANGTAN AND SOUTH EL
MONTE
SUMMARY: Lingzhi Yan, Vice Consul, Consulate General of the People's Republic of China in Los Angeles, requesting to talk about promoting Sister City Relationship between Chinese City Xiangtan and South El Monte.

RECOMMENDED ACTION: Discussion and/or action.

FISCAL/FINANCIAL IMPACT: No fiscal impact.

DISCUSSION: Email received from Lingzhi Yan, Vice Consul with Chinese Consulate General in Los Angeles is wishing to discuss promoting Sister City Relationship between Chinese City Xiangtan and South El Monte.

ATTACHMENT(S):

A. Email from Chinese Consulate General

City Council Agenda Report
Agenda Item No. 12.a.

DATE: March 28, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: COUNCILMEMBER RUDY BORJORQUEZ

1. Discussion in Regards to the "Sacrifice & Service" Event During the Week of Memorial Day.

Recommendation: Discussion and/or action.

SUMMARY:

RECOMMENDED ACTION:

FISCAL/FINANCIAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None

Successor Agency Agenda Report
Agenda Item No. 19.a.

DATE: March 28, 2023
TO: Honorable Chairperson and Members of the Board
APPROVED BY: Rene Salas, Executive Director
SUBMITTED BY: Donna Schwartz, City Clerk
SUBJECT: CONSIDERATION AND APPROVAL OF THE SUCCESSOR
AGENCY MEETING MINUTES FOR FEBRUARY 28, 2023
SUMMARY: Staff is requesting approval of the Minutes of the February 28, 2023 Successor Agency Meeting.

RECOMMENDED ACTION: Staff recommends the Board approve the Successor Agency Meeting Minutes of February 28, 2023.

FISCAL/FINANCIAL IMPACT: None.

DISCUSSION: None.

ATTACHMENT(S):

A. Minutes

CITY OF SOUTH EL MONTE

SUCCESSOR AGENCY MEETING MINUTES
TUESDAY, FEBRUARY 28, 2023 - 6:00 p.m.

Successor Agency Meeting Immediately Followed Regular City Council Meeting

ANNOUNCEMENT BY THE CITY CLERK (PRIOR TO CONVENING THE

SUCCESSOR AGENCY MEETING)
Pursuant to Government Code Section 54952.3, Board Members do not receive any compensation or stipend for attending the Successor Agency meeting

16. CALL TO ORDER AND ROLL CALL
Chair Olmos called the meeting to order at 10:14 p.m.

PRESENT: Board Member(s): Acosta, Bojorquez, Delgado, Vice Chair Angel, and Chair Olmos.

ABSENT: None
STAFF PRESENT: Rene Salas, Executive Director; Anthony R. Taylor, General Counsel; Donna G. Schwartz, Secretary; and Robert Molina, Recreational Leader.

STAFF ABSENT: Paola Lara, Deputy City Clerk.

Zoom was provided for the Public to participate during public comment via teleconference.

17. APPROVAL OF AGENDA
A motion was made by Vice Chair Angel, seconded by Board Member Delgado to approve the agenda. Motion carried 5-0, by the following vote:

AYES: Board Member(s): Acosta, Bojorquez, Delgado, Vice Chair Angel, and Chair Olmos.

NAYS: None.

18. PUBLIC COMMENTS

Chair Olmos opened public comment, there being none, closed public comment.

19. CONSENT CALENDAR
A motion was made by Board Member Delgado, seconded by Board Member Bojorquez to approve the Consent Calendar. Motion carried 5-0, by the following vote:

AYES: Board Member(s): Acosta, Bojorquez, Delgado, Vice Chair Angel, and Chair Olmos.

NAYS: None.

19.a. Approved the Regular Successor Agency Meeting Minutes of January 24, 2023.

20. EXECUTIVE DIRECTOR'S AGENDA – None

21. ADJOURNMENT OF SUCCESSOR AGENCY MEETING
There being no further business coming before this body, at 10:15 p.m. Chair Olmos adjourned the meeting.
___________________________ _____________________
Donna G. Schwartz, Secretary Gloria Olmos, Chair