South Gate City Council
July 25, 2023

SOUTH GATE CITY COUNCIL

REGULAR MEETING AGENDA
Tuesday, July 25, 2023 at
6:30 p.m.

SOUTH GATE COUNCIL CHAMBERS
8650 CALIFORNIA AVE
SOUTH GATE, CA 90280
DIAL-IN-NUMBER: 1 (669) 900-6833
MEETING ID: 865 3538 9683
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TO ADDRESS THE CITY COUNCIL PRESS *9 TO RAISE YOUR
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Call to Order/Roll Call With Invocation & Pledge

CALL TO ORDER:

Maria del Pilar Avalos, Mayor
INVOCATION:

Biship Juan Carlos Mendez, Centro Cristiano Bet-El
PLEDGE OF ALLEGIANCE:

Joshua Gonzalez, South Gate Police Officer
ROLL CALL:

Yodit Glaze, City Clerk
City Officials

MAYOR CITY CLERK
Maria del Pilar Avalos Yodit Glaze

VICE MAYOR CITY TREASURER
Gil Hurtado Jose De La Paz

COUNCIL MEMBERS CITY MANAGER
Joshua Barron Chris Jeffers
Maria Davila
Al Rios

CITY ATTORNEY
1 Raul F. Salinas

Meeting Schedule
The regular meetings of the City Council are held on the second and fourth Tuesday of each month, closed session business will usually commence at 5:30 p.m., when scheduled, and general business session will commence at 6:30 p.m.

Brown Act
Agendas are drafted to accurately state what the legislative body is being asked to consider. The legislative body can take action on "all items" listed on the agenda and be in compliance with the open meeting laws. Under the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The governing body may direct staff to investigate and/or schedule certain matters for consideration at a future meeting.

City's Vision Statement
We envision a thriving, safe and inclusive community where everyone has the opportunity to access exceptional services, education and support to be resilient and live full, vibrant lives.

Public Communications
Public Comments on agenda items are limited to three (3) minutes. All comments are to be addressed directly to the Agency Members not to the members of the public.

Emails for public comment received prior to 12pm on the day of the Council Meeting will be summarized by the City Clerk, not read in its entirety. A copy of the email will be provided to the City Council and will also be available at the City Clerk's Office for public review. A copy of each email will be recorded for public record and noted on the official minutes of tonight's meeting.

Meeting Compensation Disclosure

Pursuant to Government Code Section 54952.3: Disclosure of compensation for meeting attendance by City Council Members is $790 monthly regardless of the amount of meetings.

Public Hearings - NONE
Comments From The Audience - Non-Agenda Items
During this time, members of the public may address the City Council regarding any items not listed on the agenda and within the subject matter jurisdiction of the City Council and not on this agenda. Comments from the audience will be limited to three (3) minutes per speaker; unless authorized by the Mayor, the time limit may not be extended by utilizing another member's time. There will be no debate or action on items not listed on the agenda unless authorized by law. The collective initial period of time for comments from the audience shall be limited to 45 minutes. Any speaker that did not get a chance to speak during this segment due to the 45-minute limitations will be able to speak at the end of the meeting prior to adjournment.
2 Note: The City Council desires to provide all members of the public with the opportunity to address the Council. Nevertheless, obscene language, comments intended to disrupt/interfere, other actions which disrupt the progress of the meeting or slanderous comments will not be tolerated and may result in ejection and/or may constitute a violation of South Gate Municipal Code Section1.04.110.

Reports And Comments From City Officials

During this time, members of the City Council will report on matters pertaining to their service on various intergovernmental boards and commissions as a representative of the City pursuant to Assembly Bill 1234. City Council Members will also have an opportunity to comment on matters not on the agenda.

Consent Calendar Items

Agenda Items
1, 2, 3, 4, 5, 6, 7, 8
and
9 are Consent Calendar Items. All items including
Ordinances, Resolutions and Contracts, may be approved by adoption of the Consent Calendar, individually and collectively by one (1) motion. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request that specific items be removed from the Consent Calendar for separate discussion and action. Members of the public are permitted to speak on any item listed but their time period is limited to three (3) minutes in total.

Any motion to introduce or adopt an Ordinance on the Consent Calendar shall be: (1) a motion to waive the reading of the Ordinance and introduce the Ordinance or (2) a motion to waive the reading of the Ordinance and adopt the Ordinance, as appropriate.

1. Resolution declaring a continued emergency and authorizing repair, replacement or maintenance activities of public facilities related
to the Urban Orchard, City
Project No. 539-PRK without public bidding, pursuant to the Emergency Contracting Procedures of the South Gate
Municipal Code and the California Public
Contract Code

The City Council will consider making a finding and adopting a
Resolution
declaring an
emergency still exists and authorizing repair, replacement or maintenance activities of
public facilities related to the Urban Orchard, City Project No. 539- PRK, without public
bidding, pursuant to the emergency contracting procedures of the South Gate Municipal
Code and the California Public Contract Code. (PW)
Documents:

Item 1 Report 07252023.pdf

2. Amendment No. 3 to Contract No. 2020-09-CC with W.A. Rasic Construction Company, Inc., to extend the term and fund On-Call
Services for emergency repairs
to on California Avenue

The City Council will consider: (PW)

a. Approving
Amendment No. 3 to Contract No. 2020-09-CC
with W.A. Rasic
3 Construction
Company, Inc., to extend the term and fund on call services for one additional year to

January 31, 2025 and fund emergency sanitary sewer system repairs, for a not-to-exceed
amount of $168,919;

b. Approving the transferring $68,919 in ARPA Funds from the Sewer System Relining Improvements, City Project No. 709-SWR to Contract No. 2020-09-CC with W.A. Rasic, Inc. to fund emergency sanitary sewer system repairs that were performed on California Ave; and

c. Authorizing the Mayor to execute Amendment No. 3 in a form acceptable to the City Attorney.

Documents:

Item 2 Report 07252023.pdf

3. Amendment No. 2 to Contract No. 2823 with Atlantic-Firestone, LLC, revising Attachment No. 4, Scope of Development, Signage
Criteria for the azalea Regional
Shopping Center

The City Council will consider: (CD)
a. Approving
Amendment No. 2 to Contract No. 2823
Infrastructure Financing and Fee
Waiver Agreement and Joint Escrow Instructions with Atlantic-Firestone, LLC., revising Attachment No. 4, Scope of Development, Signage Criteria for the azalea Regional Shopping Center; and

b. Authorizing the Mayor to execute Amendment No. 2 in a form acceptable to the City Attorney.

Documents:

Item 3 Report 07252023.pdf

4. Amendment No. 1 to Contract No. 2022-55-CC with Metro for the Design, Construction and Operation and Maintenance of a portion of the WSAB Project

The City Council will consider: (PW)
a. Approving
Amendment No. 1 to Contract No. 2022-55-CC
Master Cooperative
Agreement for the Design, Construction and Operation and Maintenance of a Portion of the WSAB Project with the Los Angeles County Metropolitan Transportation Authority;

b. Authorizing the Mayor to execute Amendment No. 1 to Contract No. 2022-55-CC Master Cooperative Agreement for the Design, Construction and Operation and Maintenance of a Portion of the WSAB Project in a form approved by the City Attorney; and

c. Authorizing the City Manager to execute any future amendments to Contract No. 2022- 55-CC Master Cooperative Agreement for the Design, Construction and Operation and 4 Maintenance of a Portion of the WSAB Project that are proposed to make any adjustments that are non-substantive and for technical clarifications in a form approved by the City Attorney.

Documents:

Item 4 Report 07252023.pdf

5. Right to Non-Exclusive Temporary Use Agreement with Human Services Association (HSA) for Hollydale Community Center

The City Council will consider: (PARKS)
a. Approving a Right to Non-Exclusive Temporary Use Agreement with Human Services Association (HSA) for the Hollydale Community Center to provide early childhood and pre-school services for children in South Gate and surrounding communities; and

b. Authorizing the Mayor to execute Agreement in a form acceptable to the City Attorney.

Documents:

Item 5 Report 07252023.pdf

6. Purchase of a 2024 VHX42 Wet/Dry Hydro Excavation Truck from Gapvax, Inc., for the Public Works Water Division

The City Council will consider: (PW)
a. Authorizing the purchase of a 2024 VHX42 Wet/Dry Hydro Excavator Truck from Gapvax, Inc., utilizing the Sourcwell Co-Opt Purchasing Program, in an amount not-to- exceed
$729,524, for the Water Division of the Public Works Department; and

b. Authorizing the City Manager to execute the purchase documents necessary to purchase
the Hydro Excavator Truck in forms acceptable to the City Attorney.

Documents:

Item 6 Report 07252023.pdf

7. Purchase of a 2023 Ford Super Duty F-550 Dump Truck from National Auto Fleet Group for the Public Works Water Division and deeming
Unit No. 329, a 1985 Ford
Dump Truck, as surplus property

The City Council will consider: (PW)
a. Authorizing the purchase of a 2023 Ford Super Duty F-550 Dump Truck from National Auto Fleet Group, utilizing the Sourcewell Co-Opt Purchasing Program, in an amount not- to-exceed $105,895, for the Water Division of the Public Works Department;

b. Authorizing Unit No. 329, which is a 1985 Ford Dump Truck, to be deemed surplus property; and
5 c. Authorizing the City Manager to execute the documents necessary to purchase the 2023 Ford Super Duty F-550 Dump Truck in forms acceptable to the City Attorney.

Documents:

Item 7 Report 07252023.pdf

8. Cooperative Implementation Agreement with Caltrans, administratively approved by the City Manager under the authority granted by
Resolution No. 2023-32-CC, to
receive up to $5 million in grant funds for the construction of the Urban Orchard, City Project
No. 539-PRK

The City Council will consider: (PW)
a. Receiving and filing a
Cooperative Implementation Agreement
with the California
Department of Transportation administratively approved by the City Manager under the authority granted by Resolution No. 2023-32-CC, to receive up $5,000,000 in grant funds for the construction of the Urban Orchard, City Project No. 539-PRK; and

b. Appropriating $5,000,000 in grant funds to the Urban Orchard, City Project No. 539-
PRK.

Documents:

Item 8 Report 07252023.pdf
Reports, Recommendations And Requests

9. Marketing Services for the Tweedy Mile Business Improvement District

The City Council will consider receiving and filing an update on the marketing services for the Tweedy Mile Business Improvement District (BID). (CM) Documents:

Item 9 Report 07252023.pdf

10. Centennial Committee 100th Anniversary Celebration midyear update

The City Council will consider receiving and filing the update on the past and upcoming activities for the City's 100th Birthday Celebration. (PARKS) Documents:

Item 10 Report 07252023.pdf

11. Environmental Protection Agency proposed remediation plans for the Jervis B.

Webb and Southern Avenue Industrial Area Superfund
Sites within the City

The City Council will consider receiving and filing the update on the proposed remediation 6 plans being considered by the Environmental Protection Agency on the Jervis B. Webb and Southern Avenue Industrial Area Superfund Sites within the City. (CM) Documents:

Item 11 Report 07252023.pdf

12. Warrant register for July 25, 2023

The City Council will consider approving the Warrant Register for July 25, 2023. (ADMIN SVCS)

Total of Checks: $7,341,753.79 Less: Voids $ (3,513.98) Less: Employee Payroll Deductions
$ (421,396.33)
Grand Total: $6,916,843,48

Cancellations: 101302, 101590, 101600, 101950, 102007
Documents:

Item 12 Report 07252023.pdf
Adjournment
Adjournment in memory of Maria Estela Ruiz De Silva (Council Member Davila's mother).

I, Yodit Glaze, City Clerk, certify that a true and correct copy of the foregoing Meeting Agenda was posted on July 18, 2022, at 3:00 p.m., as required by law.

Yodit Glaze
City Clerk

GENERAL NOTICE TO THE PUBLIC
The City Council adopted new rules relating to the conduct of the public meetings, proceedings, and business in the City of South Gate on July 12, 2022, (Resolution 2022-38-CC) and go into effect on August 1, 2022. Resolution #2022-38-CC is available at the City Clerk’s Office.

MEETING SCHEDULE
Regular meetings of the City Council are held on the second and fourth Tuesday of each month, closed session meetings will commence at 5:30 p.m. unless posted otherwise on its agenda. The regular City Council meetings will commence at 6:30 p.m. Agendas are available at the following locations:

City Clerk
Office,
Public Notice Boards at City Hall, and on the
City’s web page at https://www.cityofsouthgate.org
The Public can sign up to receive automatic notices of postings of agendas for the City Council or any other Commission or Board of the City of South Gate. Visit the City webpage and click on the Agenda & Minutes icon. That will take you the page where an individual can enter their email in the “Email Updates” box to register.
7 PUBLIC COMMENT/PARTICIPATION
Any person may request to address a legislative body during a public meeting. The Presiding Officer will call upon those present in the Council Chambers first. After all speakers in the Chambers have spoken, the Presiding Officer will call upon those participating via zoom or teleconference.

Speakers are limited to three (3) minutes on any item listed on the agenda, including public hearings.

Under Comments from the Audience portion, speakers are also limited to a single three (3) minutes time limit. Comments from the Audience is initially limited to 45 minutes at each meeting. Any speaker still wishing to speak, that did not speak, will have an addition Comments from the Audience opportunity after the last business item is finished. The Presiding Officer may extend the time limit as long as there is no objection from the City Council as a body.

To ensure that the public is able to participate, the City provides the opportunity to submit their comments in person, virtually, email, phone call, mail and any other method which may become available. Methods of participation may be subject to change during other such times when a State of Emergency, Health Order or State Executive Order limits in-person participation.

CURFEW
In absence of a motion duly adopted by majority vote of the City Council, the Presiding Officer may adjourn the City Council meetings at 10:30 p.m. The Presiding Officer may ask the City Council if any agenda items listed should be continued or dealt with during the meeting. For those items to be continued, the City Council can direct the item be placed on the next City Council agenda or the current meeting may be adjourned to a time certain at which time the meeting shall be reconvened as an Adjourned Regular Meeting of the City Council and action upon the published agenda continued.

STAFF REPORTS
As a general rule, staff reports. or other written documentation are prepared/organized with respect to each item of business listed on the agenda. Meeting agendas and staff reports are available at least 72- hours prior to the scheduled regular City Council meeting and a minimum of 24-hours prior to a Special City Council meeting. There are times when the City Council receives written material. revised material after the posting of agendas, these materials are become a public record and will be available for public view within 72-hours after the meeting in which they were received. Those materials and any other public document can be inspected in the City Clerk's Office located at 8650 California Avenue, South Gate.

SERVICES TO FACILITATE ACCESS TO PUBLIC MEETINGS
In compliance with the American with Disabilities Act, if you need special assistance to participate in the City Council Meetings, please contact the Office of the City Clerk. Notification 48 hours prior to the City Council Meeting will enable the City to make reasonable arrangements to assure accessibility. For further information, please contact the Office of the City Clerk at (323) 563-9510 or via email at [email protected]
.
8 CffYMANAGER'S OFFICE Item No. l
JUL 12 2023
19-2o(t-' Cig of South Gate

CITY COUNCIL
AGENDA BJ[LL
Department Director:

For the Regular Meeting o't: July 25, 2023
a a a g ent: Public Works
o Cervantes /)4ris Jeffers
SUBJECT: RESOLUTION DECLARING A CONTINUED EMERGENCY AND

AUTHORIZING REPAIR, REPLACEMENT OR MAINTENANCE ACTIVITIES OF PUBLIC FACILITIES RELATED TO THE URBAN ORCHARD, CITY PROJECT NO. 539-PRK WITHOUT PUBLIC BIDDING, PURSUANT TO THE EMERGENCY

CONTRACTING PROCEDURES OF THE SOUTH GATE MUNICIPAL CODE AND

THE CALIFORNIA PUBLIC CONTRACT CODE
PURPOSE: To declare an emergency still exists and to authorize the repair, replacement or maintenance activities of public facilities related to the Urban Orchard Project without public bidding. The Los Angeles County Department of Public Health, Solid Waste Division ("County") issued a Corrective Action Order requiring construction to stop on the project. The declaration of emergency is necessary to streamline the process to procure a replacement contractor to provide maintenance activities to preserve the site in a safe condition until the County authorizes construction work on the project to resume.

RECOMMENDED ACTIONS: The City Council will consider making a finding and adopting a Resolution declaring an emergency still exists and authorizing repair, replacement or maintenance activities of public facilities related to the Urban Orchard, City Project No. 539- PRK, without public bidding, pursuant to the emergency contracting procedures of the South Gate Municipal Code and the California Public Contract Code.

FISCAL IMPACT: There is no impact to the General Fund. The Urban Orchard Project ("Project") has received a total of $30.5 million in grant and other funds for design, construction, operations, and maintenance, as surnrnarized below, inclusive of a $5,000,000 grant from Caltrans.

ANALYSIS: The Project was under construction and approximately 80% of construction work has been completed. On December 29, 2022, the City received a Corrective Action Order ("Order") from the County. The Order required the City to stop all construction activities until such time as a Post Closure Land Use Plan ("PCLUP") for the Project site was approved by the County. Given the PCLUP approval process and input received to date, it will take at least several months, possibly six or more, to obtain approval. 1 9
To avoid the significant delay damages that would be payable by the City to the general contractor during a prolonged suspension of the project pending approval of the PCLUP, the City Council terminated the general contractor's agreement at a Special City Council meeting on February 6, 2023. Such termination provided both immediate and long-term cost savings to the City but also created an irnrnediate need for the City to retain an interim contractor to perform certain ongoing maintenance and safety activities; a need which must be met sooner than the time necessary to engage in normal public bidding procedures The proposed Resolution declares a continued emergency exists pursuant to the authority granted by South Gate Municipal Code F§ 1.54.470 and California Public Contract Code !g 22050. Those Code Sections allow cities, by resolution, to approve the City's entry into contracts without engaging in public bidding where certain emergency conditions are found to have occurred. Staff continues to believe that the County's Order directing all construction work to be ceased on the Project, constitutes such an emergency due to the public's safety with an unfinished construction site and the need to respond accordingly to additional directives given by the County related to ensuring public safety. Staff is recommending that the City Council adopt the proposed Resolution so that the City can avail itself of the accelerated contracting procedures authorized by those Code Sections. The Resolution, (l) declares an emergency, (2) authorizes the City Manager to take such actions deemed necessary to cause the maintenance activities to be performed and to procure the necessary equipment, services, and supplies all without giving notice for bids for contracts, (3) requires that at each regularly scheduled City Council Meeting, the City Manager present to the Council the reasons justifying why the emergency will not permit a delay resulting from a competitive solicitation for bids, why that action is necessary to respond to the emergency, and that the City Council review the emergency action to determine, by a four-fifth's vote, that there is a need to continue the emergency action until the emergency action is terminated.

The City is working diligently to secure the PCLUP approval. The process has been initiated with the submittal of technical documents such as the Workplan for interim measures and a Summary of Site Investigation, and the City continues to address the requirements imposed by the County.

Since the original Resolution declaring an emergency was approved by the City Council on February 6, 2023, the following contracts, expenditures, and milestones have been undertaken:

1. NR Development Inc., was informed that Contract No. 2021-66-CC was terminated by the City Council effective February 13, 2023, except for maintenance activities. Staff met with NR Development Inc., to discuss the steps to close out construction activities and continue maintenance activities. As of February 16, 2023, NR Development Inc., is no longer providing any project services or maintenance activities.

2. City forces are providing maintenance services of the site. The site has been secured with perimeter fencing and security contract services.

3. Coordination with the Trust for Public Land ("TPL") to complete the process to prepare the technical documents necessary to secure a replacement contractor was 2 10
completed. Preliminarily selected a recomtnended interim contractor; conducted a field review; and received a fee proposal for the interim maintenance and construction activities approved by the Local Enforcement Agency ("LEA"). Received a proposal from the contractor and have begun negotiations.

4. Submitted to the LEA the Summary of Investigations Report, Workplan of Interim Control Measures ("WICM"), Supplemental WICM and Phase II Workplan. Received approval of the WICM and conditional approval of the Phase II Workplan. Submitted a revised WICM as requested by the LEA. Submitted the revised Phase II Workplan on April 18, 2023. On May 9, 2023, the LEA approved the Revised WICM for which the safety measures were implemented by May 12, 2023. The first month monitoring per the approved Phase II Workplan was completed on June 30, 2023.

5. Approved a funding increase for TPL in the amount of $50,000. On January 24, 2023, the City Council approved a $250,000 budget for Amendment No. 6 to Contract No. 3352 with TPL, however, Amendment No. 6 had a budget requirement of $300,000. A budget increase of $50,000 was administratively approved to align the amount of the budget authority with the $300,000 budget requirement for Amendment No. 6, which provides funding for the technical services required to comply with requirements from the LEA.

6. A $2,919,248 bid was received from LA Engineering to complete the construction of maintenance activities in the WICM approved by the LEA for the Urban Orchard Project. A construction contract is being processed and executed administratively under the authority granted by the subject resolution. Work is anticipated to begin July 2023.

BACKGROUND: The Project is a part of the FY 2022/23 Capital Improvement Program. The Project is located between the Los Angeles River, Firestone Boulevard, the Thunderbird Villa Mobile Home Park, and the I-710 Freeway. Two primary purposes of the Project are to divert and treat storm water run-off from the Los Angeles River and provide recreation opportunities to South Gate residents.

The Project is being constructed on a property that was used as an unpermitted landfill until 1949 by an entity known as Southeastern Disposal and By-Products. The property site is identified in CalRecycle's Solid Waste Information System ("SWIS") as an Unpermitted Closed Solid Waste Disposal Site and SWIS No. 19-AA-5545. In 1984, the State of California Department of Health Services, Toxic Substances Control Division concluded that the clean-up work completed effectively mitigated waste constituents to proceed with the Lewis Homes residential development project. The requirements of the PCLUP came into effect in 1988. As such, the project site is subject to State solid waste regulations that require the PCLUP before any change to the current land use, construction, or land preparation can occur.

The Los Angeles County Department of Public Health, Solid Waste Management Program, acts as the LEA for the State of California's Department of Resources Recycling and Recovery ("CalRecycle"). The County is authorized by Division 30 of the Public Resources Code ("PRC"), Section 43209 and 45000, Title 14 and 27 of the California Code of Regulations (14 3 11
CCR & 27 CCR), to enforce applicable solid waste regulations and to ensure solid waste sites meet the state minimum standards within the County of Los Angeles. As such, the City is working with the LEA to obtain approval of the PCLUP.

Construction is currently at the 80% completion stage. Improvements that have been substantially completed include, but are not limited to, rough grading, drop inlet for storm water diversion structures in the Bandini Channel, a wetland overlook area, the stream adjacent to the education/flexible space building and wetland, south bio swale, construction of 18 raised planters, planting of 75 trees, installation of the prefabricated education center and the restroom/maintenance building, two shade structures, a water element at the playground, installation of multi-use walking and bicycle pathways, exercise equipment located at various stages along the walking and bicycle paths, benches, picnic tables, drinking fountains, trash cans, and pathway lighting. The total estimated cost of improvements completed to date is over $12 million.

The Project has received the listed grants. The process has begun to enter into an agreement with Caltrans to receive an additional $5 million for a grand total of $30.5 million.

Grants Amount Grant Recipient
State Water Resource Control Board (Prop 1) $7,975,100 City
Land and Water Conservation Fund (LWCF) $3,000,000 Los Angeles County Flood Control District $530,000 Safe Clean Water- Municipal Funds $1,435,401
Safe Clean Water- Regional Funds $5,438,000
State Parks- Prop. 68 Grant $1,919,847
Conservation Corp of Long Beach $713,015
Caltrans $5,000,000
Rivers and Mountains Conservancy Funds $4,404,798 TPL Private Donations $90,000
Total $30,506,161
ATTACHMENT: Proposed Resolution
GD:lc
4 12
Attachment A
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SOUTH GATE, ST ATE OF CALIFORNIA, DECLARING AN

EMERGENCY STILL EXISTS AND AUTHORIZING

REPAIR, REPLACEMENT OR MAINTENANCE

ACTIVITIES OF PUBLIC FACILITIES RELATED TO THE

URBAN ORCHARD PROJECT WITHOUT PUBLIC

BIDDING, PURSUANT TO THE EMERGENCY

CONTRACTING PROCEDURES OF THE SOUTH GATE

MUNICIPAL CODE AND THE CALIFORNIA PUBLIC

CONTRACT CODE
WHEREAS, at the Special City Council meeting on February 6, 2023, the City Council for the City of South Gate ("City") considered and passed a Resolution declaring an emergency and authorized the repair, replacement or maintenance activities of public facilities related to the Urban Orchard Project ("Project") pursuant to the emergency contracting procedures of the South Gate Municipal Code and the California Public Contract Code; WHEREAS, constniction activities at the Project site began on August 2, 2021, and have reached the eighty percent completion stage, but the Project will require several more months of work before it is complete;
WHEREAS, the City has received notice from the Los Angeles County Department of Public Health, Solid Waste Management Program ("County"), demanding that the City immediately cease all construction work on the Project until such time that a Post Closure Land Use Plan ("PCLUP") is submitted to the County for approval before any change to the current land use, construction, or land preparation can occur to comply with the requirements of the California Code of Regulations, Title 27 (27 CCR), Section 21190 (the "Cease and Desist and Corrective Action Order");
WHEREAS, the City has terminated its construction agreement with the contractor, except for the requirement for the contractor to perform certain maintenance activities; WHEREAS, although no construction activities will occur at the Project site until the County issues its PCLUP, it will be necessary in the interim for certain minimal maintenance activities to be performed at the site for the protection of the existing improvements and/or for public safety (collectively, the "Maintenance Activities"); WHEREAS, at a special meeting of the South Gate City Council ("Council") held on Monday, February 6, 2023, the Council received information provided by the City's Public Works Department establishing that the City does not have sufficient manpower to perform the Maintenance Activities with its own forces, and that the immediate need for the performance of the Maintenance Activities does not permit a delay that would result from a competitive solicitation for bids; and

13 WHEREAS, the City is working diligently to secure the PCLUP approval. The process has been initiated with the submittal of technical documents such as the Workplan for interim measures and a Surnrnary of Site Investigation, and the City continues to address the requirements imposed by the County.

NOW, THEREFOR, BASED ON THE FACTS SET FORTH ABOVE, THE COUNCIL OF

THE CITY OF SOUTH GATE, CALIFORNIA, HEREBY MAKES THE FOLLOWING FINDINGS:

1. The County's issuance of the Cease and Desist and Corrective Action Order at the current stage of the Project work, coupled with the immediate and ongoing need to perform the Maintenance Activities, has created an emergency for the City with respect to the Project; and

2. The emergency will not permit a delay resulting from a competitive solicitation for bids to perform the Maintenance Activities; and

3. The actions to be taken pursuant to the Resolutions set forth below continue to be necessary to respond to the emergency; and "

4. The City is working diligently to secure the PCLUP approval. The process has been initiated withthe submittal oftechnical documents such as the Workplan for interim measures and a Summary of Site Investigation, and the City continues to address the requirements imposed by the County.

NOW, THEREFOR, THE COUNCIL OF THE CITY OF SOUTH GATE, CALIFORNIA, DOES HEREBY RESOLVES AS FOLLOWS:

SECTION 1. The City Council does hereby declare that the above recitals and findings are true and correct and incorporated herein by reference.

SECTION 2: Pursuant to the authority granted by South Gate Municipal Code § 1.54.470 and California Public Contract Code 53 22050, the Council hereby authorizes and directs the City's City Manager and his designees to take such actions as the City Manager deems necessary to cause the Maintenance Activities to be performed, and to procure the necessary equipment, services, and supplies therefore, all without giving notice for bids to let contracts, and without regard to the dollar amounts of the contracts for such activities, equipment, services and supplies.

SECTION 3: At each regularly scheduled meeting of the Council after the date of the original Resolution, dated February 6, 2023, until further notice from the Council, the City Manager has and shall continue to present to the Council the reasons justifying the emergency, that the emergency declaration will reduce delays and associated costs that would otherwise result from the competitive solicitation for bids and why that action is necessary to respond to the emergency.

SECTION 4. At each such regularly scheduled meeting until the emergency action is terminated, the Council shall review the emergency action to determine, by a four-fifth's vote, that there is a need to continue the emergency action.

14 SECTION 5. The Council shall terminate the emergency action at the earliest possible date that conditions warrant, so that the remainder of the Maintenance Activities may be completed by giving notice for bids to let contracts.

SECTION 6. In accordance with the provisions of California Public Contract Code § 22050, this Resolution shall only be effective if passed by a four-fifths vote of the Council.

SECTION 7. The City Clerk shall certi'ty to the adoption of this Resolution, which shall be effective upon its adoption.

PASSED, APPROVED and ADOPTED this 25'h day of July 2023.

CITY OF SOUTH GATE:

B7:

Maria del Pilar Avalos, Mayor
ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

B7:
!a""ui42as,EttoJrnPp'

15 emrMAIHRll!lPIOt
Item No. 2
IJUL i 2 2023
12'::10(p"
C'Uy of South Gate

CITY COUNCIL

AGENDA BNLL
For the Regular Meeting of: July 25, 2023
a a a Department: Public Works
nepartmentnirector: ,.# e,antes ciHwanager: ]hrisJeffers SUBJECT: AMENDMENT N0. 3 TO CONTRACT N0. 2020-09-CC WITH W.A. RASIC CONSTRUCTION COMP ANY, INC., FOR ON-CALL CONSTRUCTION SERVICES

FOR AS-NEEDED EMERGENCY REPAIRS TO THE MUNICIPAL WATER AND

SANIT ARY SEWER SYSTEMS
PURPOSE: To extend Contract No. 2020-09-CC with W.A. Rasic Construction Company, Inc. ("Rasic") for On-Call Municipal Water and Sanitary Sewer Systems Maintenance Services ("Agreement") to January 31, 2025, and approve funds for emergency sewer system repairs completed on California Avenue.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. 3 to Contract No. 2020-09-CC with W.A. Rasic Construction Company, Inc., to extend the term and fund on-call services for one additional year to January 31, 2025 and fund emergency sanitary sewer system repairs, for a not-to-exceed amount of $168,919;
b. Approving the transferring $68,919 in ARPA Funds from the Sewer System Relining Improvements, City Project No. 709-SWR to Contract No. 2020-09-CC with W.A. Rasic, Inc. to fund emergency sanitary sewer system repairs that were performed on California Ave; and
c, Authorizing the Mayor to execute Amendment No. 3 in a form acceptable to the City Attorney.

FISCAL IMP ACT: There is no fiscal impact to the General Fund. Proposed Amendment No. 3 is in the amount of $168,919 as summarized below. The proposed funding transfer is in the amount of $68,919 in ARPA Funds. Year 5 services are budgeted in the amount of $100,000 in the FY 2023/24 0perating Budget, as summarized below.

Summary
Water
Funds
Sewer
Funds
ARPA
Funds Total
Year I Serstices $75,000 $25,000 $100,000
Year 2 Services $75,000 $25,000 $100,000
Year 3 Services $75,000 $25,000 $100,000
Amendment No. 1- Emergency Repairs $141,000 $48,000 $189,000 Amendment No. 2 - Year 4 Services and Emergency Repairs $75,000 $75,000 $150,000 Amendment No. 3 - Year 5 Services and Emergency Repairs $75,000 $25,000 '$68,919 $168,919 Total Contract $516,000 $223,000 $68,919 $807,919
* Transfer of funds to pay for emergency repairs. 1 16
ANALYSIS: The City's Agreement with Rasic is to service urgent repairs on the water and sanitary sewer systems, on an as-needed basis. The Agreement for a three-year term expired on January 31, 2023, but provides for two one-year extensions. Amendment No. 2 to the Agreement extended the term for one yearto January 31, 2024. The proposed AmendmentNo. 3 would further extend the term to January 31, 2025 and fund emergency sewer system repairs on California Avenue.

Rasic provides timely services with quality workmanship and competitive pricing. The Agreement provides for fixed pricing based on time and material work and a rate increase for the time extension according to the Construction Cost Index (CCI) of "Engineering News Record" as applicable to the Los Angeles Region and subject to the approval of the City. The rate increase for the fifth year of services provided for in Amendment No. 3 will be based on the CCI for February 2024.

Amendment No. 3 will provide $68,919 in additional :[unding for a recent emergency sewer pipeline repair. During construction ofthe Sewer System Relining Improvements, City ProjectNo. 709-SWR ("SSRI Project") on California Avenue, a section of collapsing pipeline was discovered.

To proceed with the SSRI Project, the collapsing section of pipe needed to be repaired. A quote was obtained from the SSRI Project contractor and Rasic to do this work. Rasic was chosen to perform the work due to its favorable bid on the work and the City's confidence in its ability to perform the work in a timely and professional manner. This repair work, which costs $68,919, is larger in scale than the usual work performed under the on-call contract, and the current budget for sewer repairs is insufficient to :tund this work, therefore, an additional appropriation is requested. To fund this emergency work, staff proposes to transfer ARPA funding from the SSRI Project. Said project has $4 million in :tunds programmed for sewer system improvements, thus the funding would not result in impacting project implementation.

BACKGROUND: From time to time, the municipal water system and sanitary sewer system require urgent repairs such as when there is a major leak in a pipeline caused by a broken pipe.

When such urgent situations arise, repairs are required to be completed on an emergency basis to prevent interruption to service, property damage, or health and safety issues. On-call services agreements allow the Public Works Department to respond to emergencies in a timely manner.

On January 28, 2020, the City entered into an Agreement with Rasic to perform emergency repairs on the municipal water and sanitary sewer systems in the amount $300,000, or $100,000 aru'iually.

The contractwas awardedpursuantto acompetitive bidprocess. OnAugustl0, 2021, Amendment No. 1 was approved to fund emergency repairs that were performed to, (a) replace a leaking 20- inch valve located on the municipal water system underlying South Gate Park, and (b) repair a damaged sewer pipeline underlying Garfield Avenue at Miller Way, in an amount of $189,000.

On November 10, 2022, Amendment No. 2 was approved to extend the term and fund on-call services for one additional year and to fund emergency repairs that were performed on the sanitary sewer system, for a not-to-exceed amount of $150,000.

AmendmentNo. 3 is proposed to extend the term and fund on-call services for one additional year, and to fund emergency sewer repairs completed on California Avenue in the amount of $68,919. 2 17
ATTACHMENTS: A. Proposed Amendment No. 3 to Contract No. 2020-09-CC (including Exhibit A)
B. Amendment No. 2
C. Amendment No. l
D. Contract No.2020-09-CC
ML:lc
18 Attachment A
AMENDMENT N0. 3 TO CONTRACT N0. 2020-09-CC FOR

ON-CALL MUNICIPAL WATER AND SANITARY SEWER
SYSTEMS MAINTENANCE SERVICES WITH W.A. RASIC
CONSTRUCTION COMPANY, INC.

This Amendment No. 3 to Contract No. 2020-09-CC for On-Call 'Municipal Water and Sewer Systems Maintenance Services ("Amendment No. 3"), is made and entered into on July 25, 2023, by and between the City of South Gate, a municipal corporation ("City"), and W. A. Rasic Construction Company, Inc., a California corporation ("Contractor"). City and Contractor are sometimes hereinafter referred to as a "Party" and collectively referred as "Parties".

RECITALS
WHEREAS, ON January 28, 2020, the City Council approved Contract No. 2020- 09-CC with Contractor ("Agreement"), for On-Call Municipal Water and Sewer Systems Maintenance Services for a three-year term through January 31, 2023, in the amount of Three Hundred Thousand Dollars ($300,00);
WHEREAS, the City Council approved Amendment No. 1 to the Agreement ("Amendment No. 1") to increase the scope of work to: (a) replace a leaking 20-inch valve located on the municipal water system underlying South Gate Park, and (b) repair a damaged sewer pipeline underlying Garfield Avenue at Miller Way, in an amount not to exceed One-Hundred Eighty-Nine Thousand Dollars ($189,000) bringing the aggregate total of the Agreement and Amendment No. I to Four-Hundred Eighty-Nine Thousand Dollars ($489,000);
WHEREAS, the City Council approved the Amendment No. 2 to the Agreement ("Amendment No. 2") to increase the scope of work to include the repair of the sewer main in Burke Avenue in the amount of Fifty Thousand Dollars ($50,000) and to extend the term of the Agreement for one year through and including January 31, 2024, in the amount of One Hundred Thousand Dollars ($100,000), for a total amount not to exceed One-Hundred Fifty Thousand Dollars ($150,000) bringing the aggregate total of the Agreement and Amendment No. l and Amendment No. 2 to Six Hundred Thirty-Nine Thousand Dollars ($639,000);
WHEREAS, the City and Contractor desire to execute Amendment No. 3 to the Agreement ("Amendment No. 3") to increase the scope of work to include the repair of the sewer main in California Avenue in the amount of Sixty-Eight Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($68,919.22) and to extend the term of the Agreement for one year through and including January 31, 2025, in the amount of One Hundred Thousand Dollars ($100,000) annually, for a total amount not to exceed One- Hundred Sixty-Eight Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($168,919.22) bringing the aggregate total of the Agreement and Amendments No. 1, 2 and 3 to Eight Hundred Seven Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($807,919.22); and

19 WHEREAS, the Work and Fee Proposal attached hereto as Exhibit "A" is made a part of this Amendment No. 3 under the terms and conditions of the Agreement.

NOW, THEREFOR, the parties hereby agree as follows:

1. SCOPE OF WORK. Scope of Work includes emergency repairs on the City of South Gate water and sanitary sewer system to be performed in accordance with the Agreement and emergency repairs made for the sanitary sewer system located on CaliforniaAvenue in the City of South Gate in accordance with Exhibit "A."

2. COMPENSATION: The additional compensation paid by City to Contractor for on-call emergency repair services on the City's municipal water and sanitary sewer systems shall not exceed One Hundred Thousand Dollars ($100,000). The cost of aru'iual services for thisArnendmentNo. 3 shall be in accordance with the pricing in the Agreement with a rate increase based on the February 2024 Construction Cost Index (CCI) of "Engineering News Record" as applicable to the Los Angeles Region. The additional compensation under Amendment No. 3 to be paid by City to Contractor for the work identified in Exhibit "A" shall not exceed Sixty-Eight Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($68,919.22) for emergency sewer repairs already completed. The total not-to exceed amount underAmendments No. 1, 2 and 3 is Five Hundred Seven Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($507,919.22). The total sum of the Agreement and Amendments No. 1,2 and 3 shall not exceed Eight Hundred Seven Thousand Nine Hundred Nineteen Dollars and Twenty-Two Cents ($807,919.22).

3. TERM OF AGREEMENT The term of the Agreement shall be extended one year from January 31, 2024, to and including January 31, 2025, unless otherwise expressly extended and agreed to by both Parties in writing or terminated by either party as provided in the Agreement.

4. EFFECT OF AMENDMENTS: Except as expressly amended herein, all other terms and conditions of Agreement shall remain in :[ull force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term ofAgreement as extended by Section 2 above. Furthermore, City reserves the right to augment or reduce the scope of work as City deems necessary. [Remainder of page left blank intentionally.]

20 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del PilarAvalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:
'!Aa"ip.4ii','ciE"rney(""
W. A. RASIC CONSTRUCTION
COMPANY, INC.:

By:

Peter L. Rasic, President

21 EXHIBITA
GENERAL ENGJNEERlNCi CONTRACTOR
June 23, 2023
City of South Gate/Public Works Department
8650 California Avenue
South Gate, CA 90280
Attention: Michael Loekman
Reference: City of South Gate - Sewer Point Repair WAR Bid S230428B
Dear Mr. Loekman,
Per our original BUDGET, there was 12' of pipe to be replaced adjacent to the manhole. After excavation and video inspection, we were directed to replace 19.5'of pipe due to the damage. In addition, there were multiple utility lines crossing directly over our repair area. During the initial excavation the type of damage was discovered. We were then directed to keep chasing the crack on the pipe until the solid pipe was found. Unfortunately, that is a slower process than just excavating and required shoring and plating in sections which took a good amount of time. As the excavation increased additional shoring/shields and plating had to be ordered. Combined with the additional work around the existing utilities this increased the excavation and had digging time from two days to three days. Field inspector was notified daily of additional time spent doing additional excavation and material procured.

Rather than simply doubling our budget to account for the double work, we are asking for the additional amount of $25,969.22 to cover our costs as reflected in the attached invoice. Please review the attached invoicing and let me know if you have any questions.

Day 1: Set up traffic control, saw cut, pothole non-marked utilities, order and install shoring, install plates and remove traffic control - CONTRACT WORK Day 2: Set up traffic control, remove plates, adjust shoring, continue digging (1 1' deep) to expose 12" VCP. 14' long crack on top of pipe from MH (see attached photos). Install and tack weld plates, clean up, remove traffic control. - CONTRACT WORK
Day 3: Directed to continue chasing crack on VCP, set up traffic control, saw cut additional 10' long by 5' wide trench, order additional shoring, shields, plates. Dig trench at 12' deep, expose top of pipe. City crew did video of pipe, after decision was made we were directed to repair pipe at 22' from MH. - FULL DAY OF EXTRA WORK.

Day 4: Set up traffic control, remove steel plates, provide sewer bypass, install blocking plug, remove damage section of 12" VCP total of 19.5'. graded trench and installed new VCP, pour concrete collars at all connections for reinforcement, Backfilled, remove plug and removed bypass. Re-installed plates, tack weld them and remove traffic control. - HALF DAY OF EXTRA WORK Day 5: Set up traffic control, remove steel plates, adjust shoring and shields, slwy backfill with I sack slurty, total of 30 cy, 11cy were used for the additional 10' of trench. Retumed some rental equipment and shoring. Re-installed steel plates, tack weld plates. Clean up site and remove traffic control. - 3 HOURS OF LABOR AND EQUIPMENT TO SLURRY BACKFILL ADDrI'IONAL TRENCH

FOOT AGE, EXTRA WORK
4150 Long Beach Boulevard, Long Beach, CA 90807 - 562-928-8111 " fax: 562-928-7339 State Contractor's License #A368761 - DIR Registration No. 1000000649 www.wa rasic.com
"7"'22
Day 6: Set up traffic control, remove steel plates, t-cut grind, base paved trench area. Grind and cap 24'x8' patch. Pressure wash all USA marks. Return all rental equipment. Clean up, pick up traffic control and demob. Full day of paving. HALF DAY OF EXTRA WORK FOR PAVING ADDITIONAL TRENCH FOOT AGE.

Original BUDGETBD Replacement - 12' 1 LS $42.950.00 Change Order Request $25,969.22
Total Lump Sum Price including COR $68,919.22
Sincerely,
W.A. Rasic Constniction Co., hic.

Mmiuel Cristobal
23 (in!IBRAL BtlfllffflBRl!!a COT!TRACTOR
BILL TO : City of South Gate
8650 California Ave.

South Gate, CA 90280-3075
COROI:

INVOICE DATE:
1 6/23/2023
JOB: 23SC33
12" Sewer Repair
California Ave & Tweedy Bt
South Gate, CA
Employee Name
Rates I Hours Amount
Total'2Pal
Reg
nme
I Over I
Time i Dbl Time IT"imege jTT'(,;rl
Dbl
Time Reg Time Over Time Dbl Time
Fraijo, Bob 151.27 199.27 246.44 6 0 -O -90'7.62 ""'-'r Nemes,Andy PEGI 78.88 103.26 127.65 4 0 0 315.52
Tapia,Juan OEFM 125.48 168.34 211.20 19 3 0 2,384.12 505.02 Rodriguez,Jaime OEG8 122.29 163.64 205.00 19 4 0 2,323.51 163.64 Gonzales,Jesus LAG4 95.74 127.27 158.80 12 0 0 1,148.88 Zavala,Jesus LAG4 95.74 127.27 158.80 19 1 0 1,819.06 127.27 Lomeli,Aurelio LA(31 91.52 121.05 150.59 7 0 0 640.64 'Carrasco,Bryan LAA5 69.75 95.19 120.63 4 'I 0 279.00 95.19 Dietrk,h,Aaron TDGIO 96.46 124.40 152.34 4 0 0 385.84 Parra,Nicholas TDG10 96.46 124.40 152.34 15 3 0 1,446.90 373.20 Subtotal Labor

4.93% ENR CCI Index Adjustment
Total Labor
5 907.62
$ 315.52
$ 2,889.14
$ 2,487.15
$ 1,148.88
$ 1,946.33
$ 640.84
$ 374.19
$ 385.84
$ 1,820.10
$ 12,915.41
$ 636.73
$ 13,662.14
""'-Equ!p-m_-pn-t ------------EQ#- Rate --- - -- ---?-o-ursi-Days----------- ------ - --- -- --Total -- - F-ore-man Truck W/Tools 1197 240.00 - 2-0 -- -2-.-5 -- - - -- - ForemanTruckW/Tools 1985 240.00 20 2.5
Flat Bed Dump Truck 2069 738.00
FlatBedDumpTruck DTOO35 736.00 9 1.125
Trailer 2808 120.00
Backhoe Loader Case 590 SN 3051 472.00 7 0.875
SkidSteerLoader 4913 50.00 2 0.25
ArrowBoard 6026 120.00 8 1
ArrowBoard 6089 120.00 8 4
Delineator/TrafficCones 6180 1.00 50
TrafflcSigns 6199 5.00 12
AirCompressor 7064 150.00
Walk Behind Concrete Saw 8048 400.00 2
Subtotal Equipment

4.93% ENR CCI Index Adjustment
Tobil Equipment
M_ate";i___-al-_____-'--___----- - - -- - --- -- - - - - ---- - --- - - - -- - --- _ _ _ ___ _ , _ _ _ _ _ __ _ _ _ _ A&A Ready Mix Invok,e #2154605 $
H&E Equipment Servivs - Invoioe #97343404 $
H&E Equipment Serviws - Invoioe #97349977 $
The Home Depot Invoiw #9105016 $
The Home Depot Invoiw #7024880 @
United Rentals - Invoice #219949959-001 $
United RentaJ1l8ThLQ!!vard, Long Beach, CA 90807 - 562-928-611 '1 - fax: 562-928-7339 - www.warasic.ccn$ United Rentals - lnvoice#2l9949959-003 state contractor's license #A368761 $ 1 ,538.15
244.17
199.80
182.12

82.34 789.55
292.17

76.07 24
aEflBRAL if!alflEBRltlO COfiTRACTOR
COROI:

INVOICE DATE: 6/23/2023
BILL TO : City of South Gate
8650 California Ave.

South Gate, CA 90280-3075
JOB: 23SC33
12" Sewer Repair
California Ave & Tweedy Bl
South Gate, CA
Vulcan #35407727
Vulcan #1955'l751, 19551783, 19551745
WAR Job Materials Ticket #85699
WAR Job Materials Ticket #85870
Western Water Works Invoice #1241257-00
Subtotal Material
15 % Mark-up on Material
Total Material
$ 208.99
$ 573.94
$ 401.31
$ 130.32
$ 796.25
$ 5,491.18
$ 823.68
$ 8,314.86
8ub'-c'-- - - ------'------- Total - -
L.A.C. Motor Enterprises, Inc. - Invoice #21219
CWS #939385
CWS# 939727
CWS#940474
Subtotal Subcontractors
15 % Mark-up on Subcontractors
Total 8ubcontractora
Total Invoice
-i-'i,ago.oo
$ 500.34
$ 218.96
$ 140.74
$ 2,748.04
$ 412.21
$ 3,160.26
$-:zs,gs*.i-z
Please note Third Party Invoices & Subcontractors that are not billed on this period will be billed next. 4150 Long Beach Boulevard, Long Beach, CA 90807 - 562-928-6111 - fax: 562-928-7339 - www.warasic.com state contractor's license #A368761
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/3 28
' L.A.C.MOTORENTERPRISES,INC.
700 E. Route 66 #86
Glendora, CA. 91740 Date Invoice #
6/i/2023 21219Phone #
6"26-915-1713
Fax #
626-915-1778
R cCEil/60
,!IJN 0 8 K..:,1
W.A. Basic
Invoice
Bill To
W.A.RAS(C CONSTRUCTION
4150 LONO BEACH BLVD.
10NG BEACH, CA. 90807
Job No. Pa No. Terms Due Date
23SC-33 Nr:T 30 7/1/2023
Description Date Ticket No. Hours/Loads Rate Amount

CALIFORNIA & TWEEDY / SOUTH OATE
CAtIFORNIA & TWEEDY / SOUTH GATE
CALIFORNtA & TWEEDY / SOUTH SATE
C,-6
2AiSC5> S'l) r
(
5/23/2023
5/24/2023
5/25/2023
siG=*
/ar '2,',
A-2917980 r
A-2917981 i
A-2917982 "
k-
73o-'
8 8
10 I
105.00
105.00
105.00
-04H0-
840.00
1,050.00
Total $2,730.00
/4 29
30 NON-NEGOTIABLE BILL.OF-LADING

AND TRANSPORTATION AGREEMENT
::;::9L L . (

ADDRESS

CITY/STATE/ZIP

UNDERLYING CARRIER
(IF ANY)

ADDRESS
8HIPPER
DATE
PH.

RECEIVER
BILL NO.

A- 2917982
JOB #
BROKER #
TRUCK #
TRAILER #
CA#
ADDRE8S
CITY/STATE{ZIP

POINT OF
€ jO.WHEElER
UPER-10
/Cl STRONGARM
€ SUPER TAG
0 TRANSFER
€ DBL BOTTOMS

CJ SEMI-BOTTOM
€ END DUMP
€:l SIDE DUMP

Q TRUC,K & PUP
(J WATER TRUCK

ADDRESS

CITY/STATE/ZIP

DESTINATION

Q FLAT BED
Cl MIXER
[1 0THER
J TONNAGE € PER LOAD
RATE
ENDING TIME TOTAI. TIME TIME
TIME
LAlrmlP
TOYALTONS ACCES80RIAL OTHER
DRIVER Qecmosoearro:)RsGiasNaArLune
31 G}AtR.alL ENGINEERING (JON-I R.al(: I'OR
Invoice
Customer
Omer Number 85699
Reference Number 69040
Omer Date 5/24/2023
Due Date 5/24/2023
8hjpment Method Will-Call
23SC33
tbem Number Descripti@n Requested Shipped Taxabk Price Tobil 100000001034 Dump - (Per Ton) - Mixed with
DirUConcrete/Base/Temp/HotAsphalt or Clean Dirt

7.00 7.00 Taxable 52.00 364.00
Juan Tapia

9:13:52AM
Total:

Shipping and Handling:

Tax:

Grand Total:

10.25%
364.00

0.00 37.31
401.31
32 Ciilirornia Waste Scrvices, LLC
621 W 15211(I St
Oiu'dcna, C/190247-2732
(310) 538-599)1
Truck: W.A.R.

Ctisloiner: 0200780001/W.A. RASIC CONSTRUCTION iiccnsc: 84751G2 "l""'!a %Tckcie.':-(s)i3:-';i3y"r5
Tiinc: 08:29:16-08:29:29
S53J5
Gross: 58540 L13 In Scale I
Tarc: 26250 Ll) Oul Manual Wt M
Ncl: 32290 I-1)
Coinincnt: CA?,TTTORNIAAVlE&TWl;RDYIILVI)
Ei.A. TRUCK 810
Origin Matcrials&Scrvices
"p: 23SC-33
Quanlily Unit Ratc/Unit Amount
SOU'lllGATR/SOUTH GATE INHRI/SCAI,IE M}XED }NERT 16.14 Toii $31.00/TON $500.34 Total Ainount: S500.34
liimi}lAk41ll
rt%Rlalq vlii rsi I)* uimbysn tlsjil lhifi Ittl
I)rivcr: .......... Or. ,,ltis Deputy Wt.ighmaslcr:
- WEIGHMASTER CERTIFICATE Guillci'ino Castillo
T 1118 IS tO (.!II II+Y lml l++i lol jkm m 17 Mal iiel W.I Illld u tmfM liy 41n41imlllN, iiAinia !14ullul0 ls 511 1111 Imllall . m ffl I lQltt4 JJm b of g ttl! 1. h pettlam bl Ch.d!l I 1(4 mh 8ttlen I )ltX) fit I &lb! 5 id lm CxllsM IMkxrr g! Ill rlrr I:blai(mNilaiiiil$lhn Iliiilan ni lAiuuiumenl lililmtidi of uaralaanla 11n(wltNtil M I oal yd Ayt.ultt Calilaornia Waste Services, LLC
621 W I52iul St
Giirdena, C/'i 90247-2a732
(310) 538-5998
Tnick: W.A.R.

Customer: 0200780001/W.A. RASIC CONSTRUCTION License: 8475102 Ticket: 939385
Diitc: 5/24/2023
Tiinc: 08:29:16 - 08:29:29
SaLg
Cross: 58540 1.13 In Scale I
Tarc: 26250 LB Oul Manual Wl M
Ncl: 32290 Lll
Pa: 23SC-33
Coinincnt: CALlFORNlAAVH&arWHlEDYl3LVl)
E.I.A. TRUCK S10
Origin Matcrials&Scrviccs Quai'ility Uiiit Rate/UnU Amoum SOUTt{GATE/SOUTH GATE INBRT/SCALt: MIXED INERT 16.14 Ton $31.00/TON $500,34 Tolal Ainounl: S500.34
DriVer: Ozt/L DLIPLIIY Wcigtmtaster:-- -WEIGHMASTERCERTIFICATE Gtiilli:rino Caslillo illlilTh TO ctsillV INIIIN lm m M% MI MW miiind N (*Ab) '-:',:;.=:':r,:'::.:I"i',.:= ::;'::;ha+itt I IMXtv mh 8tam rtioot 01 0Mtmn 5 at lm Cdomll ttmll tm rttltimi Ciala, 33 WA RASIC CONSTRUCTION
4160 LONG BEACH BLVD
ATTN: JENNIFER GUTIERREZ

INVOICE
Invoice #: 9105016
Please pay fnom this Invoice.

Accoum xxxx xxxx xxxx 5666
Transaction Date 05/23/23
Total Invoke Due
by07/31/23 $182.12
Balance Due if paid onllne
by08/12/23 $178.79
Cuatomw# PurchaiadBy Authorlzad By Purchau Order/JobNama CustomerAgrmment# 00038 TAPIA JUAN TAPIA JUAN
Store / Roglster #: 6680, SANTA ANA, CA / 10
PFlODuCT 8Ku#
3MTEMFLEXELECTRICALTAPE 10048583790001100008
5PK
DAWNULTRAEZ-SQUEEZE 10088715140000400004
2202
6/18FORGEDGRADE43GRAB nnnn!:IT:f',n',OnnM@@Q'll
HOOK
WELDHELMET,LINCOLNELEC i002167i5soooisOools
GALAX818
5/16 FORGED GRADE 43 GRAB
HOOK
nrmqpspsqnnnqrm9i

QUANTITY UNIT

1.0000 EA

1.0000 EA

1.0000 EA

1.0000 EA
i.OOOO EA
UNIT PRIC!
$11.98
$5.47
$10.64
$105.00
$10.84

TOT AL PFIICE
$11.98
$5.47
$10.84
$105.00
sio.e<
continued
Qu*atlons ACCT MGR REBECCA KING EXT 4676943
AboutYour
Account EMAII [email protected]
NOTICE: SEE REVERSE SIDE FOR IMPORT ANT INFORMATION
* Please and return lower with
Pag*1of4
to ensure
PHONE 1-800-494-1946
(TTY:711)
FAX 1-877-969-8282
8 HP 28 Thla Account la laauad by Clllbank, N.A.
credit. Retain for records. +
Invoice Enclosed

WA FIASIC CONSTRUCTION
4150 LONG BEACH BLVD
ATTN: JENNIFER GuTIERREZ
LONG BEACH, CA 90807-2850
Your Aaeount Number Is xxxx xxxx xxxx 5666
AmountDue $182.12
Due Date July 31, 2023
InvolceNumber 9108016
Amount Enclosed:$
Print addrus changm on the reverse skis.

MakeChecka Payablato y

HOME DEPOT CREDIT SEFIVK,ES
DEPT. XX - XXXXXX5666
Pa BOX 78047
PHOENIX, AZ 85082-8047
34 DAILY WORK REPORT
Bsach CA 90807 - PH: 682-928-8jlf a FAX: 562-928-7339 o',= -> l-l /! . ! ," WWW.War89 .COm " '
CONTRACT I COSTPLUS/T&M Cl
DATE: v4J> 2,r- 23
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NUMBER

EQUIPMENT
osscqipnoh "i L"
'jgj G PER
COMMENT8 / NOTE8 / MILEAGEj HOUR METERHR OTI/DAY
1141 r-m > I<i raucr< ,., 4X ! 9fU(r ApJb" A=SS!s=t T("I i6ui 6! ?vs.a( pii>s'i
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Q0 35

WATERWORKS

PPLY COMPANY
5831 PINE AV CHINO HILLS, CA - 91709
PHONE:: (909)597-7000 I FAX: (909)897.7050
f"i L-: 8 :JEI V L- ':)
INVOle!, #
1241257-00
_ Pa #
' zasc-as '
QuOTh# PG DATE INVOIC! OT PAaE#
o 05/24/23 0!/26Q3 1 of 1

INVOICE
cusT#: xaou
Bill TO
HA RAjZa aONSIT 00 INa
41!iO LONa BuC'H !ILVD
tONa Rue!t, a 9(N107
!iHPTO
W A RA8IC
C'ALIFORNIA AV!I & tafiKTY JILVD
gelW aTl, C'A 9(1280
LN PROmlCT AND OlaCRIPTION ORD!R&:O go IHIPPIO uM @RIC! NETAMOuNT 1 V('P-12# 18 0 18 ?T 37.2? 670.86
12 vcp aay pzpx
2 ARa-12# 2 0 2 IA 124,09 24a.18
12 A!)J AN? C!La
3 ?N2X100 4 0 4 RA 6.70 26.!10
2XIOO 10 NIL ?VC ?ffl, 5?IN(1 TAPE
3 tiinasTokal Qtylhippad')"otiil 24 Total 945.B4
Taxes 96.94
Invoia* Total 1042.78
cFS-A p ticn.zq
(p5L3),_S'/1 03S?)) /O'/Z.:?\' "6-,1"( 2(1,\,0
i [%'j"EJ?fit? .-
-i 711)IL
-i ..,,,,,_,,,,.,,,,,,,, JUN 082023
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'i';';:;"l :,":':i-'
I ;' ' ali )l :- ,
- Z 'l(,,, r)
aaM Discount
Smuuit-i Runntm thins

0.00 !t ?aid By e!!/21/2)
36 WESTERNWATERWOflKS
eUPPLYCOMPANY
5831 PINE AV CHINO HILLS, CA . 91709
PHONE: (909)597-7000 l FAX: (909)597-7050
You area arand auaraiim € lubMambar.

AffifmllHly
cus'r di 18043
lllllllllllllllIllllllllllllllllllllllllllllllllllllllllll

PROOF OF DELIVERY
'2J 4!OP
- 8ALE8 0RDER # - ,,-
, 1241257-00
,-' pot-. ' -
05/24/23 . 23SC-33 ,.)
PICK DT ',f)AQff- '
45/24/23 1 of 1
8HljTO .
-W A RASIC ' "
CAuFORNlA AVE & TWEETY BLVD
SOUTH GATE, CA 90280

BILL TO

WA RASIC CONST CO INC
4150 LONG BEACH BLVD
LONG BEACH, CA 90807
PRINT #i 4
05/24/23 23i27 sys
BO
2 3
12 VCP CLAY PIPE
ARC.12@
12 /U)J REP CPLG
PW2X100
2XlOO 10 MIL PVC PIPE

W'PING TAPE

BA/A /A /

2.00 4.00
1 €
0,GO

0.00 2,00 EA
2 4.00 EA q
TOTAL cmes I :" (Was NOT PRINTE6 'l O I ary s+iip#io TOTAL ' I 24.00 PlaKED BY CH!CK!O BY = - DEIIVERED BY VIEWD BY - WelaHT

4.00000 X
22 37
Caliroi'iiia Waste Scrvices, LLC
621 W 152nd81
Ourdcuii, Ql90247-2712
(110) 538-5098
Truck: WAIIAS
Custoincr: 0200780001/W./'i. RASICCONSTRUCTION [.iccnse: 87451G2 ""' V"fl' l'ffic.kcM")39727
Tiinc: 11:43:29 - 13:43:41
8s*
Gross: 39810 [1) In Scalc l
apH7g; 26250 t.n Otit Manual WI M
Net: 13560 Lll
Coininent: C/i[lPORNlAAVl3&TWnlEDY1)LVD
E.I.A. 810
Origin Matcrials&Scrviccs
-l'O: -23SC
Qtianlily Unil Rake/Unit Ainount
SOUTltGjlTE/SOUTII GATF- 1)IRT/SCAL13 I)IRT 6.78 Ton $32.00/TON $216.96 Total /imount: $2)6.96
Ca7iiniWaila mikn lta pWl!lThlffl gti )IIIVIIIII)II imiw itilJiiil&.llli. mlidmA liliiltll. ii Unk& mum (+m41i MVffd uhilms. tit d. Iutta)M ItvAal.Mlmtt &d Jlraall. ntmm..vd sI Nu lol4, ialatilm, rt JilVmffll maimutmiil*ai &lrd iilbiJk laiiNl. UM 11 imill ItyAii Ml q nlil#. isMs IT tiiili hxlThi 1$ 1141p. 01 Ilkat* it I Ihmi(J (l ' - " '- ' I tiitltl%lttt*tM I H lillnlWllliNlt.lml7a(d at b, l!I 114am Itt AT, tedr uuc if m mN dNlavy Driver: ..,.,,,,,,O=-{['
Dcpuly Wcighmastcr
WEIGHMASTER CERTIFICATE Guiilcrmo Casiillo
TickcL: 939727CnlirorniaWasleScrviccs,Lt.C L,'%Ve/!; Diilc: 5/24/2o23621 W I52nd St Oardenii, CA 90247-2a712 TinX.: l 1:41:29 - I 1:43:41(310)538-5998 SBJ5, Gross: 39810 I,T3 }n Scale I
1}uck: WARAS Tarc: 26250 1T3 0ut Manual Wl M
Custoi'ner: 0200780001/W.A.lUlSICCONSTRUCTlON Liccnsc: 8745102 Nct: 1:15601.]3 Pa: 23SC-33
Coinincnt: CALll'ORNIAAVU & TWEEDY DLVD
E.l.A. 810
OriBiin Materials&Scrvicos Quantity Uiiit Ratc/Unit Ainotint SOUTI{Gj(TE/SOUTii OATH DIRT/SCAu. DIRT 6.78 Ton $32.00/TON S216.96 €alliiiini Wiil* sliv uc laws) wA m mJ rl tddd lll41alllt4( 1st Ham IwrM. &lMdrn. u lanlt I Jim B $sz m I Q H it laiyl d i+ii im liiinl m eomNnr Driver:

Tolal Ainount: $216.96
usiia daih mull @sill Wdn I uvul}lxsl !Ail I all IIOTA till )il(ml kQ. IrmM @ IIIIIMIII Ill m) at4 lu $% Imffi tuaa dhl trlh JqII 11)!14 Ilml IT uii) iibai imis .t'l. I 11 W #kff. N+ I Ilulttmlhf 41 1r4 @Wtll mmi. ii ill Iti.lmtt. IlvnW**M 14111ttMml Deputy Wcighinaster:

WEIGHMASTER CERTIFICATE Citiillcnno Ciiiitillo
1111{ 18 10 Cut illY IIIJ W IM *iubm lei+mali iail iiqhs nl61{uieil. d (Mm W 1::I:,:,:,"r"":i:'.:.':":";;,:.:."'m't,:"ffi.'='.":.:':':.i:'." Art l ilW Wl mn IKtm l))(€) !I tmM S d Iht tllmnl 11ttitwl m PlNlu Thl Crxh. 23 ,38
Uulcun
Materials Company

INVOICE

TWEDDY BLVD, SOIJTHGATE

F(XI RELIANCE STONE
FOB RELIANCE STONE"

FOB RELIANCE STONE
IRWINDALE, CA 94702
RAS € CONSTRUCTION CO / W A
4150 LONG BEACH BLVD
LONG BEACH, CA 90807
- ECEIVJ:-.

I'L l'Ji ,.L')Oa'2.."'
u"3" .tp<l
ro ensunepmper a'bdit. @ass kiduda remiaanee or
send to:

Calmat Co dba Vulcan Mater'iab Co
Lockbox 55572
Los Angeles, CA 90074-6572, US
Phone: 1400-7774752 or
livtp@vmam'aifl rnm
CUSTOMER NO: 97271-21941!J
INVOICE NO: 73660062
INVOICE DATE:

INVOICE AMT: 4'l33$
ORDEFI: gwwz
DUE DATE: 08/15/2023
!In:F,:n,ot. Cta_,"rp."a"'Customs_bjoourr,m,ytami.,,swHld:assessed,a TAXES: PERCENT: AMOUNT:

CAuFORMA 6-00% 22.52
SALES TAX:
i$l jlO
TOTAL PRODUCT:
365.49
Pay this AMOUNT:
h llAullll Ig aJl 11gl Illnllag 111 a augl I Hl il iae Igl l aed bysutt or othe'aa : pastdue ivo. LOSANGELES 1.25% 4.69 TRANSACTIONSANDuSETAX O.75% 2.82
METROPOLFTANTRANSIT O.50% 1.88
OTHER 1.75% 6.58
TOTAL FREICiHT:

0.00 ' A- -s - /' r. iaFEES:

TOTAL QUANTITY:

15.01 TOTAL LOADS:

1.00 TOTALOTHER:

10.00 SALES REP Pa NLNBER REF CONTRACT NO. TAX EXEMff 10. TER&IS 1172! Amrw Mdaul* TWEEDY
II
NET15THPROX - PayaUe in
full by the 15Ui d eadi
monh fe&mng month of
rJ'upmentlWOk,El € DATP: CLjSTO&!ER NL mA lOaATION LOCATION ORDER BILLOFLADlhKe FOB 736600Ea OB18 97271-219419 4977-112 REUANCE STONE 6980a2 PK;KUP l= iHT ADDfJ) CHARaa
AuOllHT'-8WWffi ncm 6KLE aAW PRODCOD€ Oa:Rfml uOu QTY PRKX u QTh PRa IK)N QTY PRK2 354uT72? aaS1G2 STANDARD
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Cniawmiiaiiliil raa Jliis & A*hhdl
T 15.01 24.35 365.41Wlll
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' 0 8 2023
!
I
Sa'/E TI[ AND tJkVEA TREE WITH EWjL IN'/DICE DELJVERYI Reoem your inmce fister am help sae the by enrdrgy in ouremail invo sarviz Wdh amd. lnvoiax are sent : one easy to open ffle directly to your Inbox. To sign up, contad us at he%i@vma'riail.com oraill us at 1-800-777-8752_
WLCAN MAa COMPANYAND 8LIB81tXARlB, (AJMTcOoahwt-Cm MATERIALS CO

39 'J)Cl.il'y}a-a7B
j % A- " - J
Uulcun
Materials Company
CalMat CO.

RELIANCE 8TONE
16001 POOTHILL BlVD
axe-ass-etas EX-3
IRWINDAIE, CA 91702
DANGER
DO nut Imn<lle untll Ihe siirety infurmirllun prcsiinleil Ill €111! Smcty Dilla Shm'l (!;DS) 1101! b('('n read and underslood. FOIIIIW itpplicable lociil, !ilal(' find r('derill Ileallll illld Safely' standards. For rurllier Ilealtll anal SaletY IllfOlalllatl011 regrirdltig tlils prt)1111(ti 1ileitse refer €1) flit 505. Ail electronic version ol th41 SOS IS aVilllilhl(l Fit hlilli//WIVW vlllrtltlmitrprtals C nin/rnnqrriirtmn-inatpriiilq/qhfpry-rl;u;i-'ihpprq or liy callliig 1-1166-41)15424

PELIGRO
No ussr hastit (1310 la infurmirclun ile scgurldad 1iresenliida tin lii Fldiii ilc Diitos de Segurltlail (505) Ili)}a !il(lO complatcmente I('l(1a } enleiididii. Slgii lilS rUg)il!t 1ocales, estatales y Fedpriiles da saluil y segurldatl. Piira inayor Inrurmacion iiobre 1a saltitl y segurldail tle este pruducto, par mior referlrse al ducuniiiiito de SF)S. Una versluii tie SDS clcclronicii eslii tlls)mnsihle cn
littly //ivww.viilcaniniitr'riiilq rtini /rniiariiriinn-iniilprialq/siirpiy-iliita-slippis 0 Ilamamto al 1866-401-5424
RECEIVED BY:

X DRllfER ETA TRIJCK 104
CU8TONIERICO?ffllGNEE
DATE
5/25/2023
TIME
6:01AM
PLANT
4977-112 RELIANCE STONE
Ticket No
35407727
Wg;;:HM;;:Tj,,R:eCiE;P.:Tir:oPlfEg;5:IS:fflia8,TgpC,ER:sTIX=};€ la;?gfflg;L'Sr;'b7e;;i:aoz,mm;,eweSabyWeA%haep'i4rm?ais:o:aThoon:inogounPPhb!!$'oPt""Food andLORI Mcc ,NE Agriculture Measurement 8tandarda of tho Calffornla Department of WEIQHMAITER DEf'UTY: LORI MCCLANE
llMITED WARRANTI AND WARRANTY DISCLAINIER: S*lffii wananli lot a period of one (1) year from date of dahvery only Ihal Iha material sold hereundar subslanllally zmpliaa with Seller's apeciflcalktn for said material or the speciTicalktna sat fonh In Iha Sellar's quolalion. tlELlER HERESY EXCLUIDe8 ALL WARRANTIEI OF MERCHANTABILITY AND PITNff88 FOR ANYPtlRPO8E,AND ALIOTHERWARRANTIEJEXPRe880RIMPllaDiOFTHEWATE:RIAl80LOHEflEUNDERiOTHERTHANTHEEXPRE!RIWARRANTY8TATIDMIOVP- In addition, eXcepl 10 the exienl oihamiia sat forth in Ihe speciTication described abtiV0, 8@bf makes nO watianlV WhallOeivet With Telpacl 10 apecinc gravity, absorption, whether the malenal Is innocuous. norhdalelerioua, at non-reactivai or whether tha material la in ainfotmance mih any pmns, Other specifiaalions. regulalbna, ordinances, statutes, OT OmeT standards applicable IO customers job or to said marerial aa used by cuatomai. SELLER SHALL IN NO EVENT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE CAIJSED BY NON-COMPLIANCE OF THE MATERIAL WITH SPECIFICATION. OR FOR ANY DEPE:CT8 IN THE MATERIALS SOLD HEREkJNDER ALL SALES AND DELIVERS MADE SUBJECT TO 8ELLER'S GENERAL TERMS AND (,ONDITIONS AS EVIDENCED BY SIGNATLIRE, OR DEPARTtlRE FROM SELLER'8 FACILITf, CARRIER ACKNOWIEDGES THAT CARRIER IS SOLELY RESPONSIBLE FOR THE: ACCLIRACY OF THIS VEHICLE'S TARE WEIGHT. AXLE WEIGHTS AND GROSS WEIGHT CARRIER SHALL BE RESPONSIBLE FOR NOYIFYING SELLER WHEN ANY TRUCK OR TRAILER HAS BEEN OVERLOADED SO AS TO RENDER IT OUT OF COMPLIANCE WITH ANY APPLICABLE! WE!GHT LIMITS TO THE MAXlMtJM EXTENT ALlOWEiD BY LAW, CARRIER SHALI INDEMNIFY SELLER FOR ANY LOSS CMJSE:D EIY OVERLOADING rRtlCK TARE AND GROIS WEK4HT8 ARE DETERMINED WITH THE DRIVER IN THE %ffl:HIG'LI CU8TONIER: 219419 CK#
RASIC CONSTRUCTION CO / W A _ cusEvo:DsY7sq.es!%r*<sofflo,-e34-,.,,, GOVT CONTRACT:
osoesi FOBR!LIANCE.STON;* '-,_____,____,}
896082 FOB RELIANCE STON.E
PleKeO UP
t g d V h;6 !!!
i
i
I
71!i e r!J L-
OEsTINATlo,,: TWEDDY BLVD, !90UTHaATE

SOUTHGATE FOB REIJANCE STONE

VARIOUS LOCATIONS
ZONE/MIIE!I
x
I
i
i
'J€ &y ym i f
B a * i I D BX} J
b!l
f
a [ i t ffl i f2a,Th- I ;@ N& V
(I ililQ Z I 't
PRODUCT: 27020 1/21NCR
( g ! lisffl r'ffi! kil O(a I Wll W
LJ?lf;-%%l% lil
COMMENT8:

TRUCK 89066102 51G2
LICENSE 87451G2 CUST-UNCL
FREI€IHT TYPE A AXLE8 0
g4pBlBB WO89 CUSTOMER PICKED UP
TRAILER ID NO TRAILER 10 NO
TARE DATE 05/25/2023 TARE gHp1H5 06/02/2023
GROSS LB8 l'a'O 21
58,660
TARE 188 l"'a'l
26,640
m:T LB8
30,020
it*lff-ffi alll!lj €*il7iY L.OAD8 TODAY
1 aROl8LEGALWT
65,00015.01 15.01

GROSIKG
25,701

TARE KG
12,084
NET KG
13,617
fl!lffiAf fflAf4r417iVa l?l PIANT
5:54 am

OUT OF PLANT
6:01AM13.62 13.62
CA8H8ALE
PERTON
MATEFJAL HAut 4
!
%
a
TOTAL
MATERIAL HAUL TAX OTHER OHARaE8 mQ(fl@ffl

FREIGHT TIME
REPORT
ARRIVE JOB 8TART uNlOAD FINI!IH UNLOAD JOB TIME DELAY TIME We make delivenea insme the curb line at the cualomels risk only a id gcepl no responsibility aihalaoavsr for damagii iesulling from such daUvaiiat 2'> 40
WA RA81C, CONSTRUCTION
4150 LONG BEACH BLVD
ATTN: JENNIFER GuTIERREZ

INVOICE
Invoice #: 7024880
Please pay from lhls Involoe.

Account xxxx xxxx xxxx 5666
Transaction Date 05/25/23
Total Involce Due
by07/31/23 $164.67
Balance Due If paid online
byte/14/23 $161.68
f'_i ia*xzii 4k aiissksisx! Iliis Aii*ha'iiilvz! au Oiiraiha*a IlxiiJ_lyk ljsimz Pi ixxp A xaazzx* 61 rlllMlffl@1811197 flaallllllt&Vll yy yuiiuiiivi fldlfflllffilllff 00038 TAPIA JUAN TAPIA JUAN 23SC33
Store / Reglmer #: 6627, DOWNEY, CA / 2
PRODU €:T
60LB RAPID SET CONCRETE
MIX
8Ku #
00003839370000900011

QUANTITY UNIT

10.0000 EA

UNIT PRICE
$14.97
8uBTOTAL
TAX
8HIPPlNG
TOTAL
Eady Pay Dlscount
Balance Due If paid onllne
by06/14/23
$2.99
$1 61 .68
TOTAlPRICE
$149.70
$149.70
$i4.97
$0.00
$1 84.07
Please pay fmm thls Involw.

The 2% early pay dLicount Is appllmlto the purchase aubhital (mcludlng sales tax) on Involcas paid onllnsi mthln20 days of t)m €ransadon date.

Queatlona ACCT MGR REBECCA KING EXT 4678943
AboutYour
Aceount EMAIL [email protected]
NOTICE: SEE REVERSE 81DE FOR IMPORT ANT INFORMATION + Please detach and mturn lower with

to ensure
PHONE 1-800-494-1948
(TIY:711)
FAX 1-877-9%-6282
B HP 25 Thls Account Is Issued by Clllbank, N.A.
credit. Retain for records. *
Pt) Bnx 7ul-1:)n
S 1. I Ill li!i. flit( 1 li:ll r !l
Invoice Enclosed
WA RASIC CONSTFIUC:TION
4150LONG BEACH BLVD
ATTN: JENNIFER GUTIEFIREZ
LONG BEACH, CA 90807-2650
Ymir Aooounl Numtm Is xxxx xxxx xxxx 8660
AmountDua $164.67
Due Date July 31, 2023
InvolceNtunmr 7024880
Amount Enckiaed:$
Print addrsu diangea on the reiverse side.

Make Checks Payableto y

HOME DEPOT C,FIEDIT SEFIVICES
DEPT. xx - xxxxxx5866
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PHOENIX, 42 86062-8047
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BILLI 4CI F)ER
COMMENT8 / NOTES / MILEAGE / HOUR METER-.-HR QTI/DAY
g t_q '4 F-190P1 u dUCK S /
€q6F F- do @ mvt <5 Mo tg s -g
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TRENCH SAFETY
ffiFFF':I 'i'::X?Xa CCIAST HNY
LClNa B&&CH CA 90810-37!i7
562-432-515a
lllllllll)lIllllllIlllllJIllltllllllllillll
9! SOUTH GATE

I CALIFORNIA & TWEEDY BLVD
SOUTH GATE CA 90280
o
h Office: 562-928-6111 Cell: 310,-p6,41-04.0
i"- ), ,7 C, ,ll 'J j"- r )
# 21
Customer # i 715907
Invoice Date i 05/26/23
Rental Out i OS/2]/23 08:30 AM
Rental !n i 05/26/23 11:30 AM
UR Job Loc i CALIFORNIA & TWEEDY
UR Jab # i 14 3 0
Customer Job I!li
p.o. # i 23SC-33
Ordarad By i JUAN TAPIA
Reserved By i JUAN PI(JUEROA
galagperson i JUAN FIGUEROA

PARTIAL RETURN

INVOICE
59-001

WA RASIC CONSTRUCTION CO INC
4150 LONG BEACH BLVD
LONG BEACH CA 90807 - 2650
Invoice Amount: $769.55
Tamis: Due 11pon Recslpl
Payment oplions: Conlacl all( ctsdil office 212-333-88flO Exl. 84744 REMITTOi UNITEDFIENTALS(NORTHAMERICA).lNC.

P0.BOXO51122
LOS ANGELES CA 90074.1122
RENTAL IafflMSi
Qty Equipment Description Minimum Day Week 4 Week Amount I 942/1360 VSHORE ':t' a*-ss' CYL 42.00 12.00 42.00 122.00 126.00 6 940/6120 3411-55" CYLINDER ASSEMBLY
3 940/6510 71 RAIL CS
3 940/6520 71 RAIL SiS
3 942/1270 VSHORE 51 34-551' CYL az.oo 8.00 a:i.oo 92.00 96,00 e, gqo/sxzo 3411-55" CYLINDER AssEMBLY
3 940/6260 51 RAIL CSi
3 940/6270 5' RAIL SS
4 942/1030 VSiHORE. 1.51 34-551' CYL 41.00 10.00 41.00 117.00 164,DO 4 940/6960 FIN BOARD 4' X 8' 23.00 7.00 23.00 64.00 92,GO Rerital Subtotal: 478.00smzs/xzscgzrgymous ITEMS :

Qty Item Price Unit ofMeasure ExtendedAmt.
2 DELIVERY RENTAL CONTRACT [DELIVERY/MCI] 110.000 EACH 220.00 Sales/Misc SubtOtali 220.00
Agreement Subtotali 698.00
TaXi 71,55
Total i 769. 55COMMENTEi /NOTESi
CELL+li310-864-0405 (,-a(u (J
CONT ACT i JrJAN T AD I A
DELIVERY !7110/HR PORTAL TO PORTAL
DJEuLIVE3l0RY B8Y6404FOoNi0 !3L9 W eta . 33';8 'F
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-=r'r,.a}';,4U"4:-0 ,8 2023
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RfeiiatiV € aanu&ry :l, 2021 ud Vh@!i permitted h7 l&%ll unitm R@rit&la n&7 impoaii & iiureharga ae l.a% !or ar@dlt tiard paymsnka onaharga aaaoiuitii. Thli suraharg* Aii not graaikar than our marahiint diaiiount ratii fiir criidit aiird tranaaatloni and li aubjiiet to galsatax An itmii juriadlctlons.

NOTICEi Thil inVOla@ la aubj*at to the targis and aonditions Of th@ Raiitiil ad B@rVia@ Agraamsnt, Vhiak Are a'viill&bla iikhttp*i//wv.unlt*drantala.caai/lagal/rental-service-terms-Ug and vhieh are lncorporated h*raln by ra!*rsnas. A COEIY OF THE! RENTA(iAn jlERVIa WRII)aNT TXRNJI JkRI AVAITaLK IN ?A?RR !ORN WON RXQU)laT.

Pagei I
,;57 43
Califoniia Waste Services, LLC
621 W 152nd St
Oardcna, CA 902474732
(310) 538.5998
Truck: WA.RAS
Ticket: 940474
Time: 13:51:10-13:5):40
Scale
Gross: 35330 LB In Scale I
Tars: 26250 LB Out Manual Wt M
Cuslomer: 0200780001/W./'i. RASIC CONSTRUCTTON Liccnse: 8745102 9080 I.B Commcnt: CALTFORNMAVE&TWHEDYBLVD
EJ.A. TRUCK 810
Origin Materials & Services
23SC-33
Quantity
SOUTHCiAlli/SOUTH CiATH INERT/SCALE MIXED IN13RT 4.54 Unit Rate/TJnil Ainounl
Ton $31.00/TON $140.74
Tolal Ainount: $140.74
Driver:

WEIGHMASTER CERTIFICATE Guillenno Casti)10
Ticket: 940474
CaliforniaWasteServiccs,LLC ,,aait/t/!, Dat@, 5/25/2023621 W 152ndSt Oardena,CA90247-2732 Time:13:51:10-13:51:40(310)538-5998 8c4le Ciross: 35330 LB In Scale l
Tnick: WA.RAS Tars: 26250 LB Out Manual Wt M
Ctistoiner: 0200780001/W.A. RASIC CONSTRUCTION License: 87451G2 Net: 9080 LB Comment: CALIFORNTAAVH&TWEEDYBLVD
E.LA. TRUCK S 10
Origin Materials & Services
Pa: 23SC-33
Quantity Unit Ralc/Unit Ainotint
SOUTHGATH/SOUTH GATE ?NERT/SCALE M{XED IN[iRT 4.54 Ton $31.00/TON $140.74 Tolal Ainount: $140.74
Driver: Depuly Wcighmaster:

WEIGHMASTER CERTIFICATE Guillcn'no Castilio
mmimH wlh Iladkn lil?Q of Omon i al lm Ijlsm Dvlma aril I%elsa)+m eod4. 2'7 44
A & A Ready Mixed Concrete, Inc.
4121 Tdlv /m.. Suite 130
(Wl) 812-0311 PAX
:- 'i " 2 I 'V ', . )
A125057865
4621 TELLER SUITE l30
NEWPORT BEACH, CA 92660
20 FOR 91LLlNa INQulRlll PLEASE CALL 'n4
effillDIT OIPARTMINT AT THI AWVI NUMB!R '
I ' i - ', !
ORDER DAffl
05-26-2023 ***INVOICE*"
TICKITNO. ' aJANTITY MATIRIAL ITINCODI
483624 10.00 1.O SACK BAND SLURR"r 31000
483624 1.00 ENVIRONMENTAL FEE 926
483624 1.00 !JERGY SURCHARGE 936
483625" 10.00 1.O SACK SAND SLURR" 31000
483625 1.00 ENVIRONMENTAL FEE 926
483625 1.00 ENERGY SURCHARGE 936
483626 / 10.00 1.O SACK SAND SLURRar 31000
483626 1.00 PARTIAL LOAD RETURNIC 500
483626 1.00 ENVIRONMENTAL FEE 926
483626 1.00 ENERGY SURCHAR(,E 936
l Due Net 30
OATgi
05-26-2023
aulTaMIR!l:
107651
I
THANK YOU VERY MUCH, YOUR BUSINESS IS GREATLY APPRECIA'rED! L l' i,i l It e.y rye.- 6y
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THIS ISTO CERTIFY lhal Ihelolkmr+g dwaim mmrnodlly was we%)had, measured, , or counted by a we%)hmastei. whoaes%natum is on this carl&ate, who Is a reexx)ruzm , authority ol amiiacy, as piembed by Chapter 7 (eommenclng mth Seckn12700) of ' Dlmslon5oflheCalllomia8usinaaaamPmTsaskmsCode.administeredbylheDMaion L_Measuraman! Blamards oT h. Calikirnia Deparhnenl m Food am %rkulluie 11 ;l
il
LOADING LEAVE PLANT ARRIVE-JOB . 8TARTUNL " '-ilNl8H UNL LEAVE JOB ARRIVE PLANT OVERTIME___' ""i*p'h66tA i
VER:Ihavsveriflmtheseciflcalumcforlhisioblohe: " "-""""-"" t)QIVffD NnT@:Q ' "' i veiiW.laiiihis io=a-wiii =s*'t the slunioi.ep* orhuie iob L_-__.' ipiease iniiial} 0 JOBSITEDELAY 0 100%OFLOAD_z 'CI PLACEMENT € 75%OFLOAD____ i
-O EARLYARRIVAL €1 so"hopcoho____'
[] EOLIIPMENTFAILURE 0 assoptoaoi_ :
[1 ADD'L WATER ADDED D WAS WATE# AD[)ED
BY CU8T11NSP/PuMPER AFTER BEING ON JOB
FOR30MINOF1MOF1E
10AD TIME:

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M6ias SHALL BE PAID IN pua ON OFI BEFORE THE my 'DAY OF THE MONTH roaowiwa THE ohane6p OEllVERY, (,U8TOMER EES TO PA'f A SERVICE CHAR(3€ * 1/2% PER MONTH ON A1L1NVOICE8 WHICH ARE PART DUE. IN ADflrTION, CLISTOMER AGREE8 TO PAY ;08TS AN[' EXRENqgS F:ek'l':COLLECTION OF.ANYAMOLINT&.DLlE HEREUNDEptlNOl(lOi!9G klCTuAL%TTOFIN@Y !§:EE8 INCIIMED. i"' {i
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I ;PHONE #
ITO p4h: - '-'l- CUeiTOMER # C_O D
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imaoopsss .' (_,,.,;l ': JOB *-' i MAP PAGE ZONE
3-a 8TFIEET8
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OAD QUANTITY
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IN AOOrTIONAL PER MINttffl CHARaE8.

IAIN. LOAD CHa.

TAX
8uBTOTAL
_,,,,_ OVEFiTIME !Full Lm Ratum Q ParUal tmd %turne< Q Straps & ao Q Boom Pump Washout restCylimersTrkenlncorredy QMultipleLomtionDellvery QProdudAddedByCustomer -T-OTAL DUE " " """"" """'i ep<oeohTFuNT % Mal!!iTuFlE P.M. T.A. SLUMP Returned chsma'ffiay ffiub%cl"maker. in addUkin ki Im'amo! omng, u'abie the amount owin@i up 10 a mulmum 01 siaooi (Civil Code Secl. 17j8}, xyeliim4a chetb charge oT sas.ooJ be till)II!Pit plus an additiorial &ioo 00 ioi aiiy.mechania nil ulNUTESOFuNLt)AONaTIUE ' i
EIVED BY #:ff.,ol "a"'tg"tgnenler andio'Ja :xtVfl Wr$llx :mm P?t)en4 bemen REA0'FfR)HT ANO REVERSE 81[iEt+ eAllEFllLLV.
&NVnl%llll I 11n AAnNf Y&le Pl)AeuieR if M 611ellT uN us V val uaii ill"Theatxmidaneebaarbmio!ekl'ffl)!fflsandhaaauUmexmAetmAonbsha)fdCus. "' ' p'v"'a'a'o'ff""'o" - - - - - -s - - - - - - - - - - I a llfklln&lNlll I VIVlnu Ijl lAlllnlJI I TXAll'l I I I!lJle 111111 I
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CONmOLNUMt3[iR
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KC!i*i:'iiix_ :x' va_i'e'eyi'iii iii'i: ey;"e % r a IllTfflV!&iyiu i lajJ i by i &ll !A I b ' a a1nrll €ffill Illu I V I nC afllfl AfllJ I:N C@ !nlalns Podland (amml. Wear Rubmr Boots and Glovaa.
!ROLONGED CONTACT MAY CAU8g BURNS.
_;;%'lll+a\lla41?hP"'srs"is"sl"s.?efflMOda?.ala?Aifllon'fllmz' Xai:k=iih THIS IS TO CERTIFY Ihat the following damlbad aimmodlty was ws+ghsd, measured.l i or oounled by a we%lbmaatar. mm* a%lnatuie b on this cerlinaato, who is arecognized i laDiu:'5oo'l-IhauC'as?Yomas:Bus'a"i'oabi dc%hara:'modmae.naad:n'ml:isa:lnl4%"vffliono" l! Of Meaiuiemanl Standards of Vm Calllomm Depaninanl of Food am %mlturei i;l TIC-KET NU'MBER 'l.,. _ I
15Tli Csmanl. Iino arTtl.'eoirTho n5aioiiiilo conlainii ahsmlcala li - - '-. U LOADING ' - LEAVE PLANT - ARRIVE JOB . START UNL FINISH UNL LEAVE JOB ARRIVE PL4__N7__ 9V!:_RT1ME_ - .___yy47_gB_Ap_DN
t!
ilVeR: I hays verffiixl the soecirc plume for thia iob to be:_ n51VffD kFffC@ t tyetiiv.;ihai'ihis kzad.wlltm*ei ihe-eiuin'ii siie;c oti the fob x____ ________ ll'leam iniiiaii € JOBSITE DELAY a 0 imsopco4o__ 0 PLACEMENT 0 75% OF LOAD
[1 EAFILYARRIVAL Cl soa*opcoao-_ J
0 EOUIPMENTFAILURE 0 25%OFLOAD_!
0 qooaiwmnaooeo 0 waswAren.qoco IBYCuST/lN8PPuMPER AFTER8flNG'ONJOBl FOR30M1N OR MOREIi LOAD TIME:

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ilNVOl(JJ 8HALL BE PAID IN FIILL ON OR BEFOR! THE LAST DAY OF THE MOTm'l FOLLOWING THE DATE OF DE1.IVERY CLISTOMER IE!9 m PAY A 8ERVICE CHAP(IE 1 1/2% PER MONTH ON ALL 1NVOICE8 WHICH AR! PA8T DUE IN ADDITION, CU8TOMER AGREES TO PAY CO!!iTSAND EXPEN8E8 FOR COLLECnON OF ANY AM6UNTS DIIE 14E41ELiNDER. IN(;LOijlN[: AbTuAi AmORNE"?'S'EEES'lNCuRRED !
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CASIH eHECK
'gsvhoohtss \,,__ X"
JOB # -MAP PAGE : ZONE ""
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TIME DUE l
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188 8TREET8
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PROJECT# OFIDER #
LOAD SIZE" LOAD #
, USE .1
' PLANT
I
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TFRICK #
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DrllVEFl
*HMASTER
10AD QUANTITY CLNlLATRE aTY
10RDERE[? Q7Y,
I i PRODLICTCODE t PRODUCTDESCRIPTION 11NITPRICE I
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AMOUNT I
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v / Start __ _______ _______ RPV / Stop _ '_,________,_ ,_ iEXCE!ml!i TIME ON JOB WILL Fl!8uLT IN ADDITIONAL PER MINUTE CHARaFi.

MIN-. L-O-AD CHG.

TAX
RUB TOTALeaau i a l'Th'5aal i zaa oiaa ri w & ars am oiimz uiaahxir> rlljll li l'l1l;!all jl Ij;lj Ijj!lj 1111;illlj j II;j%jj Ij a jlJl Ilif Ill'llj I " - Ij I j)l NVj!j@' jllll ' y__i _ia__ii___ y-a-- i---. r'k aa..w-r- s --yi-- 10%-a=---. ral Iljasa*& Ajj-j ea-. x..---- ._ __O'Vjn:TIME
@ I?el u jlH RI @ I @ Illil I II 1148 € Ililillj INIII I lqlllg lalllAllllll I &il'! II llTlil7 r I llllluk l JallAla;ill IJ7 liru@IVI I Igl TOTALDuE r!R AODED AT PlANT % MO18TURE F.M. TA ' SLUMP
I __..__ _______
%(umed chedts may subJi maker. '!n addition to Ihs arr amng. {rebm Ihs an+ounl omng. up lo a mulmum ol alg
IC,tvil Code Smk. 1T19). A rehi@ad chay of $35.01
be c+migeti plus an addfflkxial S100.DQ kxany medianb li!I:llllTI IIV Tlv x Nmi in i' ub eJ )hs Di am.iwii thsmki aie-a intl (II hp ;;''F la"=-Ta -a : .(a;ffC'--.-e-'ij;iee;;;J-:;o;';4?Qk -'==" uaorfi0u't.aNDREyER8eSIDESCAWAILlV. tsmsovuaoaoiiawi " 'Tha ahiaia el !a tsw Iha nl aWiloon IIAI vaana haa ai lrs milii tha l nn ha'%iH nl Thsd '!!!""...'!'. a"""! !!!'_'!!"'_ _ _ _ __ _t rz ea m a+ vm ffilll 410 mpam * I 0#I y*g ffl% aw -o=*y aaa *- =--=- - ya -= - --- '-= MKma aOADffi TM: (mATCURRENTHOJRLV TRlat P I "
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THIS IS TO CERTIF'/ lhal the Tamg described commodity was w7hed. measured. or counlm by a wa%)hmasler, *hosm sklnalure la on Ihis mrliTicale, who la a recognized aubority ol amuracy, as pread+ed by Chaplsr 7(aimmsncing mlh Semn 12700) oT Dlvlsk+n 5oTlm Calrkimia Buainems and PmTssskm Code, adminlslared by the DMskin I OI Meuui*ment 8tamards of the Cdffomia Deparbnanl oT Food and Agriculture

1. ... .

I
J
'i (;ONIJIOL N14BE:Fl
4 ' LEAVE PLANT ARRIVE JOB START UNL FINISH UL ' LEAVEf JOB I ARRIVE PLANT ove*iz.- -lotesoooc& l- '- '-' J
S
rlVERilhavenriflxllhesmifk,sluncforthlskibtobe: " nQIVGD NnTffa i iverlq@Hqiih1B'igaoyiillm)erlhesiumpsp(iHn.'ihacb-_..--- IPl*aseinlliffllk + 0 0 0 # #l % i Il%# ffi j*l# i
0 .iossrreoeusv € 100%OFLC)AD __l
0 PLACEMENT Cl 75% OF LOAD___,'
'O EARLYARRIVAL € soo*opioao__i,
Oeouipueirroicune C125%OFLOAD__1
[:) ADD'LWATERADDED CI WASWATERADDED lsvcumeisppuvpes aneMaihaaoh,xis) FOR 30 MIN OR aAORE =
LOADTIM!: " i
llPORfANT2i
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IER: READI
mce or-7i
BEFORE81GNl1
LLTEFIMS;'CON[ 8% NFl&!\-'Wi
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fi $0,N'!1(5Fh
1UF6.BELG)W C0NSl1nJl ES
1K.& BACKa5F THIS FORM.
ilNVOIC:E8 9jgL BE PAID IN FIILL ON OR BEFORE anlE'LA8T DAY'OF THE 'MONTH FOL10WIN(3 THE DATE OF DELIVERY. CUSTOMER i5HHz;gH;H4HH3z*H;;7,,::,Th,o:",,:#,:%%'.".,%%:',?,'.-,'ffilEr:.agl::',;,,!'.:r:?,S;:#S"H'i';':,':.r,a,',ffi:,op' i
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DATE J
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ffi8iREET8 '-"-'--' PROJEC,T# " "-'-"
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OFIDER# "" i
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LOAD SIZE LOAD # IJSE-- PIANT TR-U6K #----'
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I--iCLmmrTTVE"'- - -
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I

PRODUCT CODE ' PRODUCT DESCRIPTION UNIT PRICE
I
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AMOLINT '
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)V / Start_______-_ _ _. ___ __ Rev / Step _ _ _._ _,, _ UCE!UWff TIME ON JOB WILL FIR!HJLT
IN ADOmONAl PER MINm CHARal8.
-Mmi. -LOJk6-CmJ
TAX
8uB TOTAL
OVERTIME -iFull Lmd Returned, 0ffiarUal Returnm Q 8cmpe & Go [:i Boom Pump Waahoid - jj--J--a 'flea- Izaiziaii affi*-lljzlai @ xaf l'lzl!saii f)iiia Jka4 aha f'iisllaiiii } WTh f J #-# -#+# - 0 - - - - -- - - +- - - - J J 0 - --#0 --l- .- - - - - -. _ ., __ _ .., , _ _ , % . , _ _ _,, ,, ,, , , , % ,_ , ,,_ TOTALgut ER ADDED AT PLANT % M018TuRE iP.M.

I _.

T.A. SLUMP ' R*tumsd amcka my sued maker. In addl to lm am owuiO. Inabm lm gnounl owlng. up n a maiilmum of arm
tCivil Coaa Seal. 171J. A rakimm cmck mag ol &35.(X ixi chmyaa plus an am 1100.00 for bny miichanktJ:ElvsDBY ' ;.;g_%.;.ffi+oe5=yb@s%q,arq.,$-,ip*,,.UWmlffiteapgi',oi,iil&%.;tea,neni.bmmm I , pi at; p. Qul 1111 P llllg LIJ Ftllllli %tlQllel It 111 tll 111!111511111 lulall t+ a ml t.i lii a tdull at II iay i READFROttrANQHEViflqa€IDHCAREFuuV. mnE8opaomaW " '

1. __..mivuw<macxcyruurs
j- 'rf"abemisk@mbowtheageola%n(18)yeamamhasauflomeamtmAgmemenlonbehaHolCusbner. ,.,,IN ,,, , ,,,,hT, H,,,V,rv@ I

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ofwok Rest&lobeschedumhfhemkkk+ofeachwmtmod.

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EMPIOYEE
NUMBER
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CODE
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EQul%ENT
MlMBa'l

E(X)IPMENT
DE8CRIPT10N

BILLI KI PER
COMMENT8 / NOTE8 / MILEAaE / HOUR METERHR QTY/DAY
li <
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F- 13io p fU ?%!(/C&' t " &
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49 rai iE Ci E ! \/' jII D.
i,:',-"i;.':;iEotnpuxxr SERVICES..

Branahi
H&E EQUIPMENT 8ERVICES, INC. #1081
14241 E.Alondia 81vd.

La Mkada. CA gos:la-!is0*
Phone: (714)622-6590
Fax: (714) 522-6691
Blllad to:

WA RASIC CONSTRUCTION COMPANY INC
4150 Long Beach Blvd
Long Beach. CA 90807-2650
Pa Box 84986)
Dallas. TX 75284J)850
Ship to:
job # 228C-33
CallToinla Ave & Tweedy Blvd
8oulli Gale, CA 90280

Rental Invoice # 97343404
Customer # il61z80
Invok.e Date 06102/2023
Incotorm H&E Delivery
Pa # 228C-33
Project Nama job # 22SC-33
Ordorod By Kelvin Heneta
Bllllng glare Dale 05/30/2023
Bllllng End Date 05/31/2023
Reference Inv
Rsnlal llama
Clly Item
1 10334121
Dascrlptlon
Asphalt Roller 36'
80-!IOMAG BW90AD-5 8N-101462101477
Meter Out/In: 280.01281.0
Day Wsek 4 Waek
$130.00 $325.00 $1.200.00
Ronlal
Amount
$280.0(1
$280.00
Tax R*ma
Daamlptlon
Dellvery Chargo
Plck up Charge
PrOpady TBX RecoVOrj/ F00
Deaarlpllon
Stale TAX
County Tax
Clly/Dlsmcl Tax
unl € Prk.e
$9!i.00
!}96.D0
$1 .95
Mlscellaneous
Sublolal
Tsx
INVOIC! TOTAL
Amounl
$95.00
$95.00
$1.95
$191.95
$45t95
Amounl
$2L30
$4.44
sio.es
$36.:ffl
$4u.34
l'.

For queatlana on your aoaounl, pl*sae aonlacl CradllL**V*[email protected] or 644-(1%-04(10. /UI Involve are sublaol to our slandard terms and candlllons and may be foum aths-equlpmenl.aom/resources.

THAHK YOU FOR YOUR auaiseias
ldllfJlMl4e0nnOa(-h()a0qlllpm0nt-C()nTll
50 !:.A'A'EE()UIPMENT SERVICES.

Branch:

H&E EQUIPMENT SERV1CE8. INC. #1051
14241 E.Alondra Blvd.

La Mliada. CA 90838-6501
Phons: (714)522-6590
Fax: (714)522-6591
Bllled to:

WA RA81C CON8TRUOT10N COMPANY INC:
4j SO Long Elsach Blvd
Long Bssch, CA 9(18a7-2fl60
Remit toi
H&E EOLIIPMENT SERVICE8, INC.

Pa Box 849850
Dallaa, TX 75284-9860
8hlp lo:
job # 22SC-33
Callrornla Ave & Tweedy Blvd
South Gale, CA 90280

Rental Invoice #
Amount (uso)
(;uatomer #
!nvolt.e Date
Terms
Conlract #
Incolerm
Pa #
Project Name
Ordarad By
Bllllng Start Dalo
Billing End Date
Referenoa Inv #
1161;!)0
C[1/05/2023
Nel dus in 30 days
310708437
H&E Delivery
22SC-33
job # 22SC-33
Kelvin Herrera
06/30/2023
OS/31/2023
Rsnlal Itsma
aty Item
1 10419761
Debcrlptlon
Piossure WasMt Trailer-Mounled 3000-3999 PSI Hol
+-I'/ - HYDRO TECH SS35005VG 8N-20230924
Meler OuUln: 10/2.0
Day
$180.00
Mlscsllaneoua llama
Qly
i
Desarlpllon
Property Tax ReeioVaty Fee
Tax Ilems
Dsscrlpllon
81ale Tax
County Tax
CltylDlslik.l Tax
Week
$800.00
4 Week
$1,350.0(1
Ranlal
unit Price
$2.70
Mlsc*llaneous
Sublotal
Tax

INVOICETOTAL
Amount
mseo.oo
$seo.oo
Amount
$2.70
$2.70
$3(i2.70
Amounl
$21.60
$4.50
$10.80
$36.00
$399.e0
Per quealbn* on your aocounl, plashs contest C;radlLaaV*@is@he-aqulpm*ri!oem or a<<-eeo-hoo.

All Involoea am aubj*ol to our alandam terms and eomltkini and may be round at ha-equipmanl.com/raaourcu.

THANK YOU FOR Y €XJR BU81tffla8
&i4!4y;llll1Qtiil connoat.ho-aqulpmont.com l
51 GHNERi'Sl ENGlN[ER[NG (:ONTRA(:'rOR
Invoice
Customer
Omer Numt4r _ - - 85870
Referen'ee Number 69020
6m*rDate _ 5/26/2023
DueaDate - 5/26/2023
ghinmom Nbthod ' a+ - - #p 0 0 #+ # 0 % 0 + # - + # 23SC33
_ .,ttemNumbqr l " -'.'I-. r 'y""';' J2:i" J " ; Dsmcription, " . - _,z. , - _,, ' ' R_equested St';ipp@d - jixable ' Price : #obil' " iooooooooisgz Thermoplastic Yellow 6" x 30 fL (Hot Tape) 60.00 60.00 Taxable 3_94 23ei.4Cl Juan Tapa

11:32:52AM
Total:

Shipping and Handling:

Tax:

Grand Total:

10.25%
238.40

24.23 2f+4r.63
Bo. 3L
52 iTh

INVOICE
10016 CALIFORNIA AVE

SOUTH GATE

FOB SV - IRW - LA HMA'
Fr}R QV ffW L/l
SUN VALlEY, CA 91352
aJm:

RASIC CONSTRUCTION CO / W A
41!50 LONG BEACH BLVD
LONG BEACH, CA 90807
'- L:-CEi"7
ipa :la:L( "40,2a'
la. . . .a. R a S ,
To snsune prr:iper geda, pkaase e remit&anoe or
bait liivuaa- IIIJIIIIII-I-+ till liiui Jii-iJi i iii*Jllu i g '- uii:l sand €0:

Calmat Co dba Vulcan Materials Co
Lockbox 55572
Los Angelus, CA 900745572, US
Phone: 1-800-777-8752 or
liJ@i Q i'i!i ii iild;IAAJIII
CUSTOMERNO: 97271-219419
INVOICE NO: 738829T7
INVOICE DATE: 05/31/2023
INVOICE AMT: 1,147.87
ORDER:

DUE DATE: 06/1!a)23
Inm not pad aaominglour at jemiswtll be assessed a
FuaCmge. rshallpayall'cmtofdedmn.

TAXES: PERCENT: AMOUNT:

CALIFORNIA 8.OD% 6.91
SALES TAX:

OCI Ka
TOTALPRODuCT:
1,028.28
Pay this AMOLINT:
lrK2uOFKI Din nil IllTlllegKl a na&igna&lle aQ i lee iOr SelVIGeS rendam by sutl udkwvse m mlie past due invo. LOSANGELES 125% 13.10 TRANSACTIONSANDUSETAX O.50% 5.24
TRANSK)RTATIONC(Xl&llSSION O.50% 5.24
OTHER 1.25% 13.!0
TOTAL FREIGHT:

0.00 573,0(f
@,i;5d';n
FEES:
,TOTAL QuANTtTY:

11.39 TOTAL LQADS:

3.00 TOTALOTHER:

20.00 SAtESREP Pa NuNBER REF CONTRACT NO. TAX EXEMPT IQ. TERMS 117W Andiaw udauley 23SC33 228-us I
NE115THPROX- Payable in
fuN by the 15th m esch
month fdlomng rneinth of
shipmentIWOICE# WE DATE QJST €XIER NIIUBER LOCAmN LOCITK)N ORDER aLL OF LAOING FOB 736a2977 05al/2023 97271-21N19 4979-221 LOS ANGElESi HMA 690646 PICKLIP M m s i MC:T
FfflaHT ADDED CH&RGB
' AM(XINT
0 DATE TK:(ET 81 € CLAW NmO a am uOu aTY PRICE uOffil ffl PX:! uOH QTY ME 19551751 72W2 STANDARD 200601
CMlffl:
203BPG64-10
j:+biil I:az _1 Jl Aeiihall
T 8.35 91.75 5E12.61
19651783 72W2 STANCWD
eT AIJl%l:)11
300807
€ W$:
l_l 11111111 $$ Ml 0 - W '%%ll # fflpl I(jll
203gPG64-10
Eiihd Caii _Aiiii & jLiiiihall
T
o6j5

4.04 91 .75
I IM 4111111
592jl
3701>7
411flll
r,
19551745
:5t-3':3-
72W2
4 .5S'7',7
-l - - '

STANDARD
:, ( 1-4
0a:yor
EN-
11 9EO200
'(
//-/ ?
'I'ERN
i h i -. !-l ( I( /l
83-1 01L -5GALLONS MUCKET
i- ;g'+-
D D
E
oLW
;
IAO

75.00 3ffJ7
'75.00
__:___._-_"-=----- JL'+' Uei-Lak'mnm=ahosavcarseiwimauu.urioictoeuvesyi ei%#ia # ;m a+ k0ffl% 4aa*: maj W- % 6 0l+a 40 aMa@4@Oml hal fflPmliflfl ;PI Ill If am*a intuThpinii eaffi Wh eimail liitifiiMe affl eerie iri fig &ieti *ti fiMn 614 dira& Itai u?l IF InhAV T A eitin I Ifl P?rdid I le (It rlllAajVa 7QjJj. N+I_ jffiel djllj!jelp_xllTe kl re at tvrt ut a r s ii uy ar II 111111 s u i uaat,_iaaatrtlllllVal,l'."co""m' IloljaGarta t't vrut aGitl ';--so"' o-"t""""-a'z'a'sz'a. gel 11 II y yr sb t;zaiy iy llllGjt rtt< 1111 <y ut y yyr II IIJIJA. I I VttLCAN MATERIALS COMPANY AND SUBSIDIARIES, CJkLMAT CO DBA WLCA?J MATERIALS CO Paga 1 d 1
53 Uulcuin
Materials Company
CalMat Go.

LW ANaELal HMA
2715 E WAIHINaTON BLVO
LO8 ANaELE8, CA 90023
323-26a-2886
DANGER
Do not handle until the safety Ihformatlon presented In lh* Safety Data Sheet (50!i) has bem read and understood. Follow appllable Iocali state and r*denl health and safety standards. For furlh*r health and safety Informadon regamlng thll product, please nfer to the SOS. An alectronlcverdon oftm SOS Is avallable at hitiii/
orby calllng 1-866401-!i424
NO haita que la Imormadoii de siiguddad preientada en la Flcha de F}alos da / Ss@urldad (5DS) haya ilda completemenffl lelda y enkndlda, Slga las mglas loales. ,'s estatalss y fedsralei da salud y squrfdad. hra mayor Inftirmadon sobni la ialud y segurldad de ests producto, por hivor r*f*dne al documento da SOS. Una version de SWeledmnlca esta dlsponslbla an
hitn://rvivw.viiiranmmtiriiil'+.rnmirnn'ariirilnn-iniiit'rliilqtqarriy-ttaih-<hiii-+q o llamando al 1-866-401-5424

PELIGRO
RffaEMD BY:

X DRlViR
Cu!iTOM!it/CONalaNEE:

DATE
5/30/2023
TIME
10:5iAM
PLJINT
4979-221 LOS ANGELES HMA
Tlck*t No
19551751
wilasMAsve@l C!.RTffllCATE THla 18 TO CERTIFY that lm fellowlng daaadbad commodity was walgtiod, nwsurtid, or aounled 5y a wolghmail*r, :g'lal@on 'ff"of'lh'* Cod'lfolmh: o'au":!"nag':i :nhdo ':rof:i'lonoo!'C"o'*d, 'a'dhmo'l'i!t*ora'd Ty"':jXs 'Dlvlifo"'n"m"db':urscmah'pnll'at7anjae:d':meonfc"t!* (':'l'lhfvnsla@auOonepaln2m:ono! oo'f Food and Agrlaultui*
, ALEJANDROARZAPALOW!+aHMA!TER DEf!JTI.

UMfffflO WAnRAsTh aNO WARRAN'TY DlacLAlwaRi 8almr wmuls lot a period of me (t) year kogn dab of dairy only Ihal the mabdal mkl her*umm aibmantiaffly coinpllaa wllh Seller's spedbUon for xkl maladal or t+m speclffezlkma sat To& In lm 6aNar's quofflllon. IilLIR HaY IXCluDia ALL WARRANTlil OF WReHANTAlllff'l AND PITNfflffi FOR ANY PuRNffll, AND ALL OTHER WARRANTIII, iXPRlaa OR INPlliO, O? THa MAThRIAl BOLD HIR!uNDiR, OTHIR THAN TH! !)KPR!!aa WARRAN'TY ITATIO AaOVl.

In addllkm, *+uapl m the axlent offiarwlm aal faith In tia i(aalflaaNm dscrlbad above, 8*llir makes no wa§ whavar wlth r*ip*cl ki ip*clfio gravity. abaorpllan, wbslhsr Ihe malarial b innocuoia, non4affilmous. or non-ramllii*i ar mm*r the makrbl ta In ainffionnarm wilh any plana, Other ipadflatlons, mgulalkins, omlmncaa. imlul*a, or olhar ilandgdi applicable to cualomar's %b or lo bald mal*dal W uud by auakiimr, 8elllR aHAll IN NO EVENT 6€ Rl8PONllBL!: FOR ANY I<10!NTAL OR (,ONa! €XJENTt& DAMAaE CAU8ED BY NON-€:OMPtlANCt OF W: MATERIAL WITH 8P € €!IFICATIOK OR POR ANY DEPEaT8 IN M MATffRIALB BOLD H!:R!uNOffFl ALL 8ALEa AND DELIVERS MADE 8UBJECTTO 8ELLER'S aENERALTERM8 AND CONDITIONS.

AS EVIDENCffD EIY 81aNAnJRE, OR OPiPARTlJRE FROM SEtLER8 FACILITY, CARRIER A(,KNOWLFDCi!S THAT CARRIER IS SOLELY RE8PONSIBLE F0R THE ACC:uRA(,Y OF TH18 VEHICLE8 TARE WEI(IHT. AXLE Wa(iHT8 AND GROfi!i WEIGHT. CARRIER SHALL Bf RESPONSIBLE FOR NOTIFYING 8aLER WHEN ANY TRUCK OR TRAILER HAS BEEN OVERLOAOEO 80 AS TO RENDER IT OtlT OF COMPtlANCE WITH ANY APPLICABLE W€I(IHT tlMIT8. TO THE MAXIMIM EXTENT ALLOWED BY LAW, (,ARRIER 8HALL INDEMNIFY SELLER FOR ANY LO88 CAUSED BY OVERLOADINa TRUCK TARIAND aROU Wll@HTa MI DmRWINIO WiTHTH! mR INTHI VIHKLI.

CUE!TOMER: 219419 CK#

RASIC CONSTRUCTION CO / W A
CUSTOMER PuRCHAaE ORDER:
23SC33
€<VT CONTRACT:

ORD,! FOB SV - IRW - LA HMA'
690646 FOBSV-IRW-LA
PICKeD UP
Dispatch: 78892 a !(a
10016 CAllFORNIAAVE
DESTINATION:
053023A 80UTHaATFt
ZONtlMILla
PRO(XJ €:T: 200801 203 B PG64-10
COMMENT8:

TRUCK 72W2 RASIC
LICENSE 91772W2 CIIST-UNCL
FREIGHT TYP! A AXLEa 0
CARRIER WO89 CUSTOMER PICKEO UP
TRAIL!ER 10 NO TRAl €JR 10 NO
vaneoare 05/3012023 raneexpmi 08/07/2023
aROllL!18 (Ml(l)
29,720
TARELBa leant)
17,020
N! LSI
12,700
a a

6.35 HaMDITODA'V
1 aROalL!OALWT
30,0006.35
aROa8 KG
13,48(
TAR! Ka
7,720
N! KG
5,761
§Q'Ua 11))7A' Ill r'lANT
10:48 am
OuTOPPLANT
10:5iAM5,76 5.78
CAIH aAl!

PER TON
MATER1.%L HJulL
!
!l
!
TOTAL
MATERIAL HJull TAX OTHIR oiaqaas i I 1
FRElaHT TIME
RfflPORT
ARRIVE JOB 8TARTuNLOAD FINISH UNLOAD JOB TIM! DffLAYTIM! Ha make m)mffii ln lie amb ffln* at The euakssla mk ody md mmX no vipon*fflly whdaoavsi for dimap r*aJk4 i aueh dallvarlu . 3'F 54
Uultun
Materials Company
CiilMalCo.

LOaANal[llHMA
2716 E WAaHINQTON BLVO
Lag ANaELE8, CA 90023
az:i-zaa-zaaa
DANGER
Do not handle until the safety InFormatlon presented In tha Safaty Data Shaat (!iDS) hll baln read md understood. Follow appllmble local, iitate and Federal hslth and safety standanli. For hirth*r health and safety Inrormitlon regardlng thli produd, please refer m the SOS. An alactmnlc venlon oftha SDS Is avallabl*at mffi:/ /WWW.Vllktllllnnl('rllll'l.rl!In/ €nnjtnlCllt)ItanlntOrlilll/lnrl'lValliltila!ill(!('IY or by alllng 1466-401-5424

PELIGRO
No usar hasta qua la Inrormaclon da is@urldad pnsentadi *ii la Flcha do Datoi da Segurldad (504 haya sldo completemenle lelda y enlendlda. S%a las raglas locates, estatales y federales do salud y segurldad, Para mayor Informaclon aobrv la salud y iagurldad da sste productoi por ravor rererlrs* al doeumento do sos, Uiia version do 505 electronla esta dliponilble en
htllii//www.viilranmaterials.rnm/rnnaninlrin-materials/safelv-ilma-ilippiq 0 Ilamando al 1-866-401-5424
RECaVED BY:

X DRIVER
€:lfflTOMER/COhlalaNll:

DAffi
5/30/2023
TIM!E
1 :03PM
PLANT
4979-221 LOS ANGELES HMA
Ticket No
tgsstzaa
WelaHMA8TIR ceRTFleATffi THla Is m CffRnpY tml Ih* rollOWln(l dllaribm aommodl! Wal wl(lh*d, ffillaul*d, ar €@Uiitm by a welghmastar, whose slgmtur* Is on the nrllficat*, who la a mognlxad aulhodty aT It}aul'aQ, al prescribed by Chaplor 7 Iciimn*nolng mlh 8*cllon 12700) of DIVlllOn I Of the (:alffomla ausln*ss and Prof*aalona (:od*, admlnlatmd by the DMslon of Measurement Ilandardi of th@ CiUr@rma Dapadment eif Food and A(lrlaultuffl
WlaHMAaTgROEPuTYi "'-""o"o"""'o
JffiD WARRANTY AND WARRANTh DIWuW!Ri aaThar wairams for a pmod of oiiii (1) year fmm ddi of ds&ary mly Ihal Ih* mabdal aokl hmundg iuklan)ldy mmplba with 8ellar's Ipaoifleamn lm lard malarlal or im apaclfiaa act fomi Iff uil a@llV'* quolmon. IaulR HIRIIY !XaLuoll Au WARaawnU OF ulRcsaffaalut'y AND PffNml POR ANY PuRPO!1€, AND AlL OTHER WARRANTffll, IXPRlaa OR IfflPu!0, ? THI uAThRIAl aOLO HlftluNO!R, OTH!R THAN THI UPR!II WARRANTY ITAT!D AlaVl.

In addlkn, ucapt to the mlnl shams lit fmh In The apadTmlka d*aarbad above, Balm make no wTamy maVlr mm mpam ki apaelh giavUy, abm@llm, wh*ihir the mal*m la Inmauouai nomzltatmil, Or nondvs, Or wmuw U'ra malarial ti In confomsncs Milli any pipe, olh*r spadfleall, regulallow, oThlnanmi sfflluliii Or dhar imnoard* appaabla lo aabm*r% job or hs aakl mal*dal as used by ardomar, aeLU!R 8HAll IN NO aVeNT BPt RP1PON81!Ll FOR ANY INalOENTAL OR aONai(XI!iNTUll DAMACIE CAtff!Pin BY hK)N-€:OMPLIANCI OF TH! MATER!At WITH 8PlCIFICATION. OR PORANY OaFE(,T8 IN TH5 MATERlAla aOLO HERPtUNO!!R All 8A1E8ANO DaLNER8 MAD! auU €C,TTO $ElLatt'a aENEiRAL TIRMIAND (!aNOITION& AS EVIDENCEO BY 81(JNATURE. OR DEPARTURE FROM SELLER8 FACILITY, CARRIER ACKNOWLED(1E8 THAT CARRIER IS SOLELY REaPON81BtE FOFI THE ACCtlRAC!Y OF TH18 VEHICLE'S TARE WElaHT, AXLE WEIGHT8 AND aRO&3 WEIGHT. CARRIER 8HA1L BE Re8PONSl8L&i FOR NOTIFYINa BE(IER WHffN ANY TRUCK OR TRAILEFI HAS BEEN OVERLOADED SO AS TO RENDER IT OUT OF COMPL)ANCE WITH ANY APPLICABIE WEIGHT LIMITI. TO THE: MAXIMIM EXTENT ALLOWED BY LAW, CARRIER SHALL INDEMNIFY SELLER FOR ANY LOSS CAtl8ffD B'f OVERLOADINa rRuCKTAR!ANDaROaaWil(aHfi!ARFtDfTGMuNIDWHTHEDRIV91N rH!iVeHk,L!. (JJ!ITOWR: 219419 CK#

RASIC CONSTRUCTION CO / W A
CUSTOMER PURCHAa € ORDER:
23SC33
aOW CONTRACT:
ogoeni FOB SV- IRW - LA HMA'
690646 FOB8V-IRW-LA

PICKID UP
Dispatch: 78915 O.G]
10016 CALIFORNIAAVE
DESTINATION;
053023A SOuTHaATE
ION!MIL € I
PRODUCT: 300807 203 3C3 PG64-10
COMMENT8:
vnuCK 72W2 RA81C
LICiNa@i 91772W2 0UST-UNCl
FRllaHT TM A AXL!i8 0
€:ARRleR WO89 CUSTOMER PICKEO UP
TRAILER 10 NO TRAll!R 10 NO
TAR!DATI 05/30/2023 TARePJlPlR! 06/07/2023
GROlaLB8 18561@d)
25,100
TAR!LB8 Imll)
17,020
NET Lea I
8,080
fflf4im iv<mMl I nAD8 TODAY
1 aRO!fflLEOALWT
30,0004.04 4.04
aRO!!a KG
11,38f
TAR!K@
7 720
fffi KG
3,665
fflll4ffilra iAlThlilt71VM - Ill PLANT
1:02 pm

OLIT OF PLANT
1 :03PM3,67 3.67
CA8H 8AL!
PffiR TON
MATERlll HAUL
'.!,
TOTAL
MAThRIAL HAUL TJkX OTHER CHAR@!I 4

PREKIHT TIME
REPORT
ARRIV! JOB 8TARTuNLOAD F1N18H uNlOAO JO8TIME DELAYTIU!! N* make dffims kskdb I 'va asb Nns al Ihii cuak+mv'a m or&y am aoa*J nei sapona!N$ whalmv* ta damage r*ajtlng fflmni sueh d*mma . 4r:=55
Uulcun
Materials Company
CalMa€ Co.
108 A?ffllle8 HMA
2716 i WAIHINOTON aLVD
lO! ANGEL!i8, CA 90023
:izs-aaa-zaaa
DANGER
Do not handle untll the safety Inlormatlon presented In tJv Safety Data Sheet (505) has been read and understood. Follow appllable loal, state and federal health and safety standami. For funher health and safety Information regarding this product, please nfer to the SDS.An *leelromc verdon of the SOS li avallable al htln://WWwivrllcilnmatt'riaKrnmrrnn'lrllclionamtlt('riah/silretVatt{lllh'ihllafq or by alllng 1-866-401-5424

PELIGRO
No uur hasta qu* Is Inrormaclon da s*gurldad prasantada an la Flcha de Datoi da Selurldad (50s) tiaya 81dO compl*tamanfa lalda l entemlda, Slga las raglas locales, estatales y redarales da salud y segurldad. Pan mayor Imormaclon sobn la silud y segurldad da asfa pmducto, por favor referlrie al documen€o da SD& Una vanlon de 505 electmnla esta dlsponilbla en
http://wsvw.vrilrsnmiiliirlslarrim,/rnnariirtlnn-miiTiirlali/prv-diitii-ihpplq o Ilamando al 1466-401-5424
R!CIIWD BY:

X DRNI.!R
(JJaTOMlR/CON!laNIE:

DATE
5/30/2023
TIME
iO:26AM
PLANT
4979-221 LOS ANGELES HMA
Ticket No
19551745
W!lOHMav!R CIRTPICAT! THII 18 TO CEnff that Iha fe+llowlng *aorlbm aommodlty was wlghad. m*a*uiad, eir aountm ty a walgtimaakri whoa* slgnahtr* Is on the a*rtlfieat*, who b a r*aognlx*d aulhotlty of aeaumcyi aa pt**erlb*d by Chapter 7 (aomm*nalng vlth 8actlon 12700) o€ Dlvlalon 5 of km e+aufomia Bualn*aa Ifld Prof*aalona Codai admlnlat*r*d by tho OlVl*lati of Maaiur*mant 8tandama of the adlfomla O*parlmlnl (}IFood and Agilaultur* , DEBRAGUZMANWlaHNIAaTIR D9uTY.

JMffm %WIRMffY AND WARRA DIWLAIUIRt r wminb %r a of one (1) year fmm data of dalmry mi$ Uiat tha matadal aokl hiraumg aubaknt!ally compm wFh 8afflafa apadflttaUon for add matarlil or Iha qdflcalk+ni aal forUi In Vb hair's quolatmn. a!IIIR HIR!IY aacuois AlL WARRANTa Of waRasANTaun aaio pfnl!as FOR ANY NRPOII, AND ALL O'fi41R WARRANTIII, IXPRlla OR mule, W THI UA!RIAL IOLO HalluNelR, OTH!R ThAN THI aPR!88 WARf €ANTV aTAa MIOVI, In addllktn, #tapl 15 The *xlsnl athu IsA kiM m ffi@ Ipmffltallon dsa'kd abaVa, ask ak# no Wnari§ whaboavar mlh sum to sp*dki gm% atao@lkin, whalhai Ihi matadd b Irumuous, non-dams, or non-ivacimi or whalh*r U'ra na Is In mnronnffino* with any pi olhv apmlbinsi qublkm, omlnviui, dalulu, or other alandsma applkabb lo oualomar% Q or to said makrkl as uud by cuibmw, lull!R elHALl IN NO WffiNT l! Re!!lmNJIBLE FOR ANY INCIODITAL OR (,OME €XleNTMl OAMA(ia CAuaeO BY N€)N-COMPlW(:I OF THa MATERIALWITH 8PFiCIPKJlTION, OR FORANYO€PEOT8 IN TH€ MAfflR!AL8 BOLD HffR€uNDEiR ALl 8AlES AND DE11VE:R8 MAt)E 8u8JECT TO SEL1ER'8 (IENERAI T!:RM8 AND CONDIT10N8.

AS EVIDENC € D BY SIGNATURE. OR DEPARTURE FROM SELlERS FACILITY, CARRIER ACKNOWLEO3Ea THAT OF THIS VEHICLE:a8 TARE !AEIGHT, AXLE WEI(1HT8 AND GROSS WEKsHT. CARRIER SHALL BE RE!8PON81BtE HAS BEEN OVERLOADED 80 AS TO REND!iR IT OUT OF COMPLIANCE WITH ANY AfaPLICABlj WffilGHT L1MIT8.

SHAtL INOffMNIF'l 8ELLER PORANY LO!18 CAU8EO BY OW:RLOAOIN3. rRU(,K TARE AND aROll M!N3HT1 ARI D!TlffllNID WH THI DRIVER IN TH! VIHICla.

CARRIER 18 801!tY R!WaNalBte FOR THE ACAaACY
FOR NOTIF'flNa aeLL!R MN ANY TRUCK OR TRAILER
ffi THff MA)tlMUM !iXTlNT ALLOMO BY LAW, aARRIER
CuaTOM!R: 219419 CK#

RASIC CONSTRUCTION CO /W A
CuaffiA@tR PuRCHABi ORDER:
23SC33
a(Xff CONTRACTi
o,,o5: FOB 8V - IRW - LA HMA'
690846 FOB8V-IRW-LA
P<K!O UP
s
10016 CALIFORN!A AVE
"aTINATION: aOuTHaATe
053023A
20tfflMILla
PROtXICT: 9EO200 SS-1 0IL - 5 GALLONS W/BUCKET
COMM!NT8i
TRtK,K 72W2 RASIC
LICEN8! 91772W2 CU8T-UNCL
PREOHT TYPE A AXLEa 0
(ARRIP:R WO89 CU8TOMER PICKED UP
TRAILER 10 NO TRAILER fi) NO
ryeoavi 05/30/2023 raneaxpuse 06/07/2023
aRO81LBa 19Th*(li
o
TAREL8a lacaffiOi
17,020
sir can I
o
!UII a)FffffllWff I nADI TODAY
1 aROalllaAtWT
30,0001.00 1.00
aROla Ka
o
TAREKa
7 720
NETKa
o

IN PLANT
10:24 am

OUT OP PLANT
10:26AM
CA!!H aAl!
PP:R TON

MATIRI IL HAUL K
!
y,
TOTAL
MATIRIAI HAIIL TAX oniatcsxata I
FRElaHTTIMl
RIPORT
ARRfVl JOB ffARTuNLOAD FlNllHuNtOAD JOB Tffi*l DELAYTINe! A/* make ddhims kiskb l is mb Uw al die aialomli Ask omy am aai*J no s@ond5ffi§whaboam m dimqa mJlng ffimm adi dahms . 4/ 56
Uukun
Materials Company
CalNlail Go.

LOS ANGELES HMA
27'l5 E WASHINGTON BLVD
LOS ANGELES, CA 90023
323-268-2886
DO net hfln(lle llrltil tlie safety InfOfiTliltlOll presented in (lta Safety Datii 5110('t (SDS) hn'; hiiiin read and understood. Fiillow iilipllciihla lociil, state +ind federal liealtli ail safety DANGER standiirds. For Thirtlier health and sarety liiroi'matloii i'agiirding Ilils primiicl, lilcasr' reriir tn the SDS. An electronic version orthe SITS Is avalliiliki iit mlly/ /www,viilraimmiprialst'nm/rnnsrriiri innm,'iipriiilq/safriry-darii-slit'r'ts or hy callliig 1 -(166-40 1-5424
No iisiir liasto qiiii lii mroriniicion ila seguridnd lireseiitridii cn lii Fldia de Diitos de Segiirldad (SDS) liaya sldo coinpletanienmtii leldii y enlcndldii. Sigh laii reglas lucales, estatmos y fadarales de salud y segui'idad. Para mayor liilormaclon saluae la snlud y segiirldad de esle producto, per ffivor riirei'lriie iil ilocuuieiito da 505. llna viirslun de SDS electro+ilca csta tllsponslhle en
P E LI G R 0 111,rltlpll:l/II/lllllt('11VlU:; 1l1lr8tl6n(lmlil(l)('lr:silltl'i,:.'0m/r0n'irrlFl iOl1'm;11('RIALS/SafPtVa(lflla'ShPPl " RECEIVED BY:
x
WEIGHMA8TER:

ALEJAN[)RO ARZAPALO
o""" 5/30/2023 "' 10:51AM ""' 4979-221 LOS ANGELES HMA Tk,ket No q 966j7 5"l Wffil(IHMA!IY € R (:!RTIPICATe THffl I!I TO CERTIFY €ha the followlng d*strlb*d commodity Wffl& wl@had, measured, or oount*d by a wlghmiat*r, whose algnii €ure Is on thls c*rUfloat*, who Is n neoBiilxsl au €horlty of acauracy, as pr**iirlb*d by Chiiplar 7 Icomm*nelng wtth liictliin 12700) of OIVIII@fl I H the Callhirnlsi aualn*is arul Prof*iiloni (iod*, admlnlit*rad by €he tllvlslon o € M*iiiur*mem Standards of the aallfoinli Oiipartm*nt o € Food and Agrloultur*.

We make deliverms inside the curb line at the customer's risk only and aecspl rho r*sponsibilily whatsoever lor dsmage tesullrng lrom such delivaries .IAI ll'ffll) 1VAU 'l'n AN I) ll'ARRANTY DIS€LAlM €Ri Sclliir waiI JIIIS T(lr J period or oiie li) VI!61 t(ilm dal@ tel di!llveiy 0111)' Ihal The nl!ll*+lJ .told hlll'OUlllllT subilanually co ii1i 110) IVIIII Sallsi 'S IpC( ImallOn Ini said nldlOI Inl OT 11V i1-viilic;mmit iiat luith in the 'ielle+l Qll(11.111(Ill SELl.Ell lfflRlillV )'.XCLlll)ES AI.I. IVANRANTIEI l)l' MERCIIANTAIIILITI' AND FITNESS F(Dl ANV PtlHPOSg. AND All Or!IKR WARIIANTIES. RXl'llii!i!i OR IMI'LIED, OF I'HK AIAlal(RIAl.!iOln lu:REtlNl)F.A I)nt)!R TIIAN Tlt!i !XPRI:!i!i WANllAN'rViTAr €DAuOV)i In ntklilloit. eV(elll 10 the e>lelll olherwite N('I {01 lh Ill 1% speclficatton dcicnbed above. Selll!l' m.ik*s no Wal rant} Wh<11AO('VOT wllli l'OSpOi:l ill }iwl IliC gl.ll lly. Jb)OffpllOn. l%llUlllOt lhQ maltTlal 11 InllocuOu$l nondelelenoui 5T nOnl uJ(11vc. Of whelhaT Ih! m.itelljl It In COntOTnlan(e Wiih iinj plani. O(her Ipli'lnCatlOnb. TN[iimlOll$. o+tlinances. Ila(ulvb. oi olhrr il.indaidi .ip1il ic.ibk ln lustonit' li liib oi tu s.iid inatm.il at uied liy ruslomvi. SEl.lER S11A1.L IN NO EV ENT nE RESPONSI ill.E FOR ANY INC 10 ENT AL Oil CO )ISE(IIIHNTIAL DA MACIE CAU SliD [IY NONCOMPI.IANCE at Tl l! MAI HIIIA 1. WITII %lalil.l)'ICATRIN IIIIFIIIIA))Yl)I:iliC'rSINTlll.MA1'ERIAI.SSOl.DIIlillT:UNOl:R Al 1. SA1.ES ANI) I)AI.IVEIIS MAI)n SUIIIF CT m SELLER'S (itiNERAl. I'lJIMS ANI) (ONI)ITIONS A% I.VII)I:N(Fll IIY SIGNATURE. Oil DEPAR rllR! FROM Slil.l.[iRaS liACll.l'n.C ARIIIHR ACXNOWJDt.liS TIIAT CARRIETI IS SOl.ElY R€SllONSllll.l: FOR TH)i ACCURACY OF THIS Vl:lllCl.li'!; 1'AR[.!VEIGIIT. AXLE WlillillT} ANI) CROSS Wla(ill'l' CA)llllliR 'il lAl.t [lli Illi'il'ONSl[ll.TI FOR NOTIFYING SEll.Ell WIIEN ANY TRUCK OR 'T+lAllErl 11A!i niiliN OVklll.OADED SO AS TO RENDER Il' OUR OF COMPLIAN(!; WI I'll ANY APPl.lCAlllE WlilG+lT 1.1 MITS TO l H}. 11-IXIM il hi EXI 1. NT Al.l.l) Wlirl IIY 1.AW. CARRI F.R SHALI. INDEM NIFY SELI-Ell FOR ANI' 1.055 CAUSRrl tlV OVERIOADI NG TRUCK TARa AND aRO8a WllaHTa MI O!T!RmD WITH THE: DRIVER IN THE V@Jlal CUSTOMER: 219419 (:K#:

RASIC CONSTRUCTION C( D18PATCHORD.#: 78892
CUSTOMER PuRCHA8E ORDER:
23SC33
GO!/T CONTRACT:

ORDER: FOB SV - IRW - LA HMA'
890648 FOB SV-IRW-LA
ZONE/MILES:

DESTINATION: tools coLtpoMioovs
053023A SOUTH GATE
F'lCKED UP OR DELIVERED:

PICKEO UP
PFi6-DO-CT: 20080i
203 B PG64-10
COMMENT8:

JCKNO.: LICENSE: 91772W2
72W2 TRAILERI IQ:

TRAILER 2 IQ:

CARRIER: %/%/089 VEHICLETYPE:

CUSTOMER PICKED UP CU8T-UNCL
TAREDAT!: 05/30/2023 TAR!EXPIRE8: 06/07/2023

GROSS LBS
29,720
TAJIE LBS (8cale I)
17,020

NET LBS
12,700
m m JLOAO8 TODAY
'1
FREIGHT TYPE A AXLE8 0
(,RO88 LGL W" 30,000[_s.ss 6.35
GROSS kg TARE kQ NETkg '" -NETM-9' Mg TODAY 7psive JOB -'iTARr UNLOAD F1N18H UNLOAt) MATERIAL HAUL amam/At .x JOB -IME I DELAY TINIE
01het
Tax
.. .1 .... ..Lll..l.lP(lRil.Nltkli+AillllltrT.HPl. STANDINGIHAULTIMEAPPROVAI

42. 57
Uuktin
Materials Company
CalMatCo,

LOS ANGELES HMA
2715 E WASHINGTON BLVD
LOS ANGELES, CA 90023
323-268-2886
DANGER
Da net kThndle imtil tlie iiiirety Imorrnatlon presentail In tlie Sa €€lk'/ l)atii Sheet (sos) 1185 hcen read aim iindersti+ud. Follow aliplic+ihle local, State and Icderal heiillli and sarety stiindiirds. Fnr hirtlier health and sarety Informatloti i'egardlng lltis protluct, pleasii refer to the SDS. An electrniilc version orthtr SDS Is avallriltle irl

PELIGRO
No usiir liastn que la iiiroriii+iciiin ilii segiirldad presaiitiidii en lii Flclia de Daios de Segiirldad (505) liaya sldo coiiipleteiiianmte leldii y iintendid+i. Siga laii reglss loc+iles, , astat;iles y rodei'ales da saliid y sagiii'ldiid, Para mayoi' Inrormoclon sohre In iiiiliid y > segiirkliid de esle priidiicko, luir Favor reroi'lriie nl docuinento ile SDS. llnii veriilrm de 505 electrunicii iisla dlsponslhle cn
ll:tltlpail/it/IIIIVI:lVolYl.;llllrl,tl(:An01;Olll'r:)n41'iX4nm,/rnnSl nFttnlHnatl!rials/safer')/a(lara'imf'r'i R!_C!IVED F/:
x
WEIGHMA8TER:

ALEJANE)RO ARZAPALQ_-=,,
DATE
5/30/2023 "' "):03PM ""' 4979-221 LOS ANGELES HMA Ticke7'i'955l783 ') WElaHNlA87lEQ CL'flTIFICATE THIS IS TO CJiRTIFY €halth@ f*llOWmg described aommodliy WAR W*19%04 nllltasuredi or oount*d by a w*lghnw €er, whi+iii s%liiatur* Is on this a*rtlfiaat*, who Is ffl r*aognlxad aiitkorlly d aaauraey, as pr*aarlb*d by ampler 7 (aommanelng wlth I*allon 12700} of Dlvlslon I of Ih* CalHornlii luilneia ansl Probations Cods, admlnlit*rad by lh* Dlvlslon of M*iiaur*m*nt Ilandarda of the €:allfotnffl Do@ar €m*m of Food and %ileullw*. % make deliveriai inside the curb line at Ihs cuslomet'i nsk only and sccapl no msponsibilily whalsoevet for damage issueing From auch deliveries / _-.,/
.IMI I F.D WAIIIIANTV ANI) WilRRANTV DI!Cl.AlMERi Sdliii warranli tin a pt'iiod ol oiie(l )yeai riom date o! iii!livaiy only that the material told heraiimlei itibiiantlilly co nplics hltli Sellcr'i ipet:!:c.ition liit iaid niatenil IIT ihe i'ciiffi.itiiini -ct lii+th pi thc !icllei% qllOt;illOil !ifLl.Ell IIER+illY I.XCl.Ul)}'fAll WARHAtffl)'.SOF !11ERCllANTAl}lllTVANn FITNliS!i FOR ANY I'l)RPO!!l AND All OYIIKR WARRANTIF.S. IiXPRES!i tlR IMI'LIED, OF Tll! Mil I'F.RIAI.SOI.I) ll €R!IINI)k'R.OTlltR 'rllAN TIIH KXPRE!iS WARRANff ffATEDAjlOVE. In adiliuon.iimpt tothe *miit olheiwisii ic lonh In the spocltlc.iuon dexiibed .iliow. !;elliii niakes no W.ilnlnl} wli.itsoavor witli mpeci lii %lll'llnC y,iavii).-lb}011111011, whether the malfflJI It innotuoiis. non-diilcti+nous. ti/ iii)nieiiclive, I)r wlielhcv Ihe iiiat*rial Is in AYIII/OTm-In(l! iviili any plal+l olliet ipeci(kaliiins. Illglllilll(ln& orilin;inc*s, blii}ules. or mhiit il.indaidi i1i1ilic.iltle I(i liiitonbt'i 1oli oi' to iaiil inaliiil;if al ined by ciistiiiitei. Slil.l.lJl gllALl. IN Hll EWN'l' Uni RfSPONSllll.E Fell ANY INCIDI:N1'AI. OR CONSEQII)iN1!Al. DAMil(;h CAIISEI) IIY NOllCOMPl.lAtlCE at l'lll: MATlilllAl. WITtt Sl'l"l'llilCATlt)N. (Ill Pi)R A)IY I)liFECTS IN TH E klATERIAlj 501.1) HERI:11N0H+I Al. 1. 'iAl.FI!i AN li DhlM'.lls MAD F. SUIII!CT TO SE l.l.F.ll'S GEN EIIAI. 'rEllMS AN t) CONj)ITIONS os I'VI l) HNr I:lt IR SIGNATII RH, OR Dlil'A RTUREF +10M SEll.FIRa!i +'ACILITY.(.ARRIER AlRKNOWLEDGnS 1'HAT CAII RIFR IS SOl.blV RESl'ONSIBlE >OR TI IE ACC UIIA(.Y OF Tll IS VEI IICLE'S ( ARi: lVk'lCI IT AXLE WlilG IITS ANI) GIIOSS ll'l.ll.ll'r CARIIII.II SH 41.1. IIE Rl:SllON'il[lLE FOR NO'TIFYING Sl:LlER WI IEN ANY TRUCK OR TIIAI LER HAS BEEN OVFlll.OADED SO AS TO 11F)iDER IT 011R (IF COMPLIAN(J. Wl nl ANY APPI ICABI.E WEI(.11T tl MITI 10 THF MAXllil llkl I:X TAN T AI.I.OWED 11/ LAW. CARRIER SIIALI INDI:MNIFY Skll.l:R l'OR ANY 1.055 CAIISED B'f OVERtOADIN(i -RUCK TAR!: AND GROSS WEIGHTS ARE DETERMINED WITH THE DRIVER IN THE VEHICLE CRUA8TSOIMCECR:02NiS9T4jR9UcTION ct: CDIK8#P:ATc. ORD.#: 78915 ,a ICzUs8sTcOMa:RaPURCHASEORDER:

GOVT CONTRACT:

ORDER: FOB SV - IRW - LA HMA' Q .
890646 FOB SV-IRW-LA
ZONE/MILES:
oe-sii*hrios: 10018 CALIFORNIAAVE
053023A SOUTH GATE
PICKED UP OR DELIVEREO:

PICKED UP
PR6-DIJC-T: 300807
203 3C3 PG64-10
COMMENTSi
TRUCKNO.: LICENSE: 91772W2
72W2 TRAllERl 10:

TRAILER 2 IQ:

CARRIER: %/%/089 VEHICLETYPE:

CUSTOMER PICKED UP CU8T-UNCL
TAREDATI: 05/30/2023 TAREEXPlFtE8: 06/07/2023
GROSS L8S
25,100
GROSS kg
TARE [BS 18Cale 1)
17,020

NET LBS
8,080
§ ffi LOAn8 TODAY
1 FREIGHT TYPE A AXLE8 0
aRO88 lGL WT 30,000r 4.04"'l.-..,..-,- 4.04
TARE kg NET k(l 'NET Mg - " "'- Mg TODAY ' MRIVE JOB 8TARTUNL(:140 FINISH UNLOAD MATERIAL HAUL x JOB TIME DELAY TMfiE
aher
Tax
(.1- .lili.lAPh!llll.p6R?llWlkl+tAreiiu.T(kRPlJ 87/l%0i%Q{%QglTl%5/lpPFl0VQl 43 58
pUnifedfltuitai/s
TRENCH 8APETY
j!JtAMCJf 014
IJ)20 N ffiM.XIX €! m!' ffi!
uam maw a sous-nsy
51J!-431-5151
at
4J
-PI
cri
lllitllJllaullUilillllillllftil PARTIAL RETURN
n'SJVOICE
# 219949959-002

SOUTH GATE

CALIFORNIA & TWEEDY BLVD
SOUTH GATE CA 90280
Office: 562-928-6111 Cell: 310-864-0405

WA RASIC CONSTRUCTION CO INC
4150 LONG BEACH BLVD
LONG BEACH CA 90807-2650
Customer @
Invoice Data
Rental Out
Rantal In
UR Job Log
tm aob #
Customer Job ID
p.o. @
Ord*rad By
R*s*zv*d By
Saleapiraon
715907
05/30/23
05/23/23 08:30 AM
05/26/23 11:30 AM

CALIFORNIA & TWEEDY
R130
23SC-33

JUANTAPIA

JUAN FIGUEROA

JUAN FIGUEROA
InvoiceAmount: $292.17
Tenns: Due Llpon Rscelpt
Paymenlopllons: Conlaclourcredllofflce 212-333-8600Ext.!14744 REMIT TO: LINITED RENTALS (NORTH AMERICA),INC.
p.o. BOX 051122
LOS ANGELES CA 90074-1122
RENTAL ITEMS:

Qt_y_ 4 Descript_xon Minimum Day Week 4 Week Amount 3 944/9930 ROAD PLATE 6' X 10' 34.00 5.00 34 00 131.00 102.00 WITH SHORiNG HOLES
1 944 / 994 2 ROAD P LATE 8 ' X 10 ' 4 7 . 00 9 . 00 < 7 00 183 . 0 0 47 . 00 1 942/1360 VSHORE 7' 34-55" CYL 42.00 12.00 <2.00 122.00 42.00 2 940/6120 34"-55" CYLJNDER ASSEMBLY
1 940/6510 7' RAIL CS
1 940/6520 7' RAIL SS
I 942/1270 VSHORE 5' 34-55" CYL 32.00 8.00 32.00 92.00 32.00 2 940/6120 34"-55" CYT.TNT)l':R ASSEM+3T.Y
1 940/6260 5' RAIL CS
1 940/6270 5' RAIL SS
1 940/6950 SHORING PUMP HAND 33.00 10.00 33.00 93.00 33.00 1 940/6850 RELEASE TOOL 48" 9.00 5.00 9.00 24.00 9.00 Rental Subtotal : 265. 00
Agreement Subtotal : 265. 00
TaXi 27.17
Total : 292. 17
COMMENTS /NOTES :

CONTACT: JUAN TAPIA
CELI!l: 310-8(i4-0405
r)ELTVF:RY 9110/HR PORTAL TO PORTAL

DELIVERY BY ALFONSO
JUAN 310 8 6 4 0 4 0 5
PARTIAL P/U BY CARLOS 5 26 23
P/U BY ALFONSO 6 5 23
XffaatiV@ Januaf} 1, 2021 and vhaxsi p*mittm by lavi United Rentals aa7 impom a siurahaxp Of l.a4 for ardt 60!d p&yawits Ori ahaxq* aacounta. Thia suxehazq* ia not greater than ouz mzahant disoount xata fox ar*dit aaxd txansaationa and is aub%at to aal*a tax in saaa jurisdictions.

NOT!CD: 'J'hia invoia* ia aubj*at ta tJ'a t*mv &fld aonditiona Of the Rantal and 8*ffia@ %!aaWntl mah a!* &vailabl@ at httpa;//vvv.unitadx*ntals.aoa/legal/rmtal-a*rvia*-tame-US and vhiah axe inaorpoxat*d hax*in by x*f*x*na*. A COPY Or ?me RJeNTAL Am 8RRVICl MuWNT TIM3 ARK AVAITaTJ IN PAPER !ORN U?ON Q1U18T.

Page: I
59 OUnited net>tags

TRENCH SAFETY
BRAH(J (164
2(12(1 W PAalPlC C'OMT J!WY
LONa RRAC'H a 90al €l-3]87
ssa-sss-sisg

SOUTH GATE

CALIFORNIA & TWEEDY BLVD
SOUTH GATE CA 90280
lllllllllllffllllllllfllllllfllll

RECEIVED
..aiU oa 2(i?3
.Q
0 %f4,/'i,RASIC
5 0ffice: 562-928-6111 Ceill: (Rf4aUAlN5

WA RASIC CONSTRUCTION CO INC
4150 LONG BEACH BLVD
LONG BEACH CA 9 0 8 0 7 - 2 6 5 0
Cuaitomar #
Invoiae Da
Rental Out
Ranlal In
UR Job Loa
UR Job #
C!uat.omer Job 10
Pa@
Ordered By
Resurvad By
Balssperson
23SC-33

JUAN TAPIA
JUAN FTaUEROA

JUAN FIGUEROA

RENT AL RETURN

INVOICE
# 219949959-003
715907
06/06/23
05 /23/2] OB:30 AM
06 /01/23 08:00 AM
CAIiIFORNIA & TWEEDY
1430
Invok,e Amount: $76.07
Tsmig; 6ue upon R:i;eipl
Paymenlopuons: Conlaclourcrmlloffice 212-3338fi00Exl.J4744 REMITTOi UNITEiDRENTALS(NORTHAMERICA),INC.

P.0.BOXO51122
LOS ANGELES CA 90074-1122
RENTAL ITEMS i
Qty Equipment: Destription Minimum Day Week 4 Week Amount 1 944/9943 ROAD pta'rn go X 12' 51.00 9.00 51.00 194.00 sg.oo Renbal Subtotali 69.00
Agreement. 8ubt.otali 69.00
Tax: 7.07
Tobali 76. 07
COMMuTEl /NOTES !
CONTACTi ,JUAN TAPIA
(_E11L# : 310 - B 6 4 - 0 4 05
DELIVERY 9xio/ha pogmi rO PORTAL
DELIVERY BY At,FON80
JUAN :ll0 864 0405
PARTIAL P/U BY CARLOS S 26 23
P/U BY ALFONSO 6 5 23
,6-A,C4 S...I,
B5cy> 5;-=,y o<h p(;-o}
meaaelva JMuary 11 2021 aifld VhOrO p@rantted b7 lavi Unltad Rmtals may lapoas a auriiharga of i,a% !oia aradlt iiard payaanla on aharga aaaounta. Thls aurahargs la not. greater than oux m*rahant diaaoiuit iaats !oia crsdit iiaiad tiasinsaationa and ia iubjeat to aiiliis tax in some juylsdlatlong.

NOTI(!at Thia lnvolca ls subistit tO th@ terms and aondltiona a! th@ Rantal ad 8afVlaa Agrsaaant, Vhiah ax@ aV&llabl@ at httpat//vw.unitsdyantala.aom/legiil/iaantal-sisirvlea-tiirma-Ug and vhieih are inaorporatad harsin by rafeiaanae. A CO$IY OF Tml RWTAL aND gXRVlCR AORRElaNT TgRNg ARK AVA!LA!ILffl IN IAffR WRII 11908 )l!!QfiaT.

Pagai 1
-4-'
60 !F,
61 .'f
l,,
V j/l
kJ' + i 'S'
itXA:lva
'ix if
11, .i
62 &-k
63 !; .'.'ii-.i
!ii . 11 ,,
't; I .
3 ), 441'.
,Q'.;
ii...
64 65
r
66 J9
67 68
69 Attachment B
AM!!;NUMKIN l' NU. 2 TO CONTRACI' N0. 2020-09-CC FOR ON-CALL MUNICIPAL WATER AND SfflARY SEWER SYSTF,MS
MAINTENANCE SERVICES WITH W.A. RASIC L:UNSTRUCTRJfN
COMPANY,INC.

This Amendment No. 2 to Contmct No. 2020-09-CC for On-Call Municipal Water and Sewer Systems Maintenance Services ('lAmendment No. 2"), is made and entered into on November 10, 2022, by and between the City of South Gate, a municipal corporation ("City"), and W. A. Rasic Congtniction Company, Inc., a California corpomtion ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."
RE(.ITALS
WHERE,AS, on January 28, 2020, the City Council appmved Contract No. 2020-09-CC with Contractor ("Agreement"), for On-Call Muntcipal Water and Sewer Systems Maintenance Services fora three-year term thmugh and including January 31, 2023, in the amountof Three Hundred Thousand Dollars ($300,000);
WHF,RF,AS, the City Council appmved the Amendment No. l to the A@eement AmendmentNo. l") to increasethe scope ofworkto: (a) replacea leaking 20-inch valve located on the municipal water system underlying South Gate Park, and (b) repair a damaged sewer pipeline underlying Garfield Avenue at Miller Way, in an amount not to exceed One-Hundred Eighty-Nine Thousmid Dollars ($189,000) bringing die ag@egate total of the A@eement and AmendmentNo. l to Four-Hundred Eighty-Nine Thousand Dollars ($489,000) WHEREAS, the City and Contr desire to execute Amendment No. 2 to the Agmment("AmendnientNo,2")toincreasethescopeofworkto includedierepairedsewermain in Burke Avenue inthe amountofFifty Thousand Dollars ($501000) andto extendthe term ofd'ie A@wment for one year thmugh and includmg Januaiy 31, 2024, in the amount of One Hundred Thousand Dollars ($100,000) minually, for a total atnount not to exceed One-Hundred Fifty Thousand Dollars ($150,000) bringing the ag@egatetotal ofthe Agmment and AmendmentNo. land AmendrnentNo. 2 to Six Hundred Thirty-Nine Thousand Dollars ($639,000).

WHEREAS,the Work and Fee %posal attached hereto as Exhibtt "A" is made a part of this AmendmentNo. 2 under the tertns and conditions ofthe Agreement.

NOW, IHJIRKti'URb, diti putics liiieby agree as follows:

1. SCOPE OF WORK: Scope of Work includes emergenr,y repairs on the City of South Gate water and sanitary sewer system to be perfonned in accordance with the Agteemem and emergency repairs made forthe sanitary sewersystem located on Burke Avenue in the City of South Gate in wmrdanx with Exhibit "A.'

2. TERM OF.il'DffMEMT. The term of the A@eement shall be extended one ymr from January 31, 2023, to and including January 31, 2024 unless otherwise expressly extended and agreedto bybothParties in writingortermtnatedbyeitherpartyas provided intheA@eement.

70 3. COMPENSATION. The additional compensation paid by City to Contractor for on-call emergency repair services on the City's municipal water and sanitary sewer systems shall not exceed One Hundred Thousand Dollars ($100,000). The cost of annual services for this AmendmentNo. 2 shall be in accordance with the pricing in the Agreementwith arate increase based onthe February 2023 Construction Cost Index (CCI) of "Engineering News Record" as applicable to the Los Angeles Region. The additional compensation under Amendment No. 2 to be paid by City to Contractor for the work identified in Exhibit "A" shall not exceed Fifty Thousand Dollars ($50,000) for emergency sewer repairs already completed. The total not-to- exceed amount under Amendment No. 1 and Ameridment No. 2 is One Hundred and Fifty Thousand Dollars ($150,000). The total sum of the Agreement, Amendment No. 1 and Amendment No. 2 shall not exceed Six Hundred Thirty-Nine Thousand Dollars ($639,000).

4. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of Agreement shall remain in full force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term of Agreement as extended by Section 1 above, Furthermore, City reserves the right to augment or reduce the scope of work as City deems necessary.

IN WITNESS WHEREOF,thePartieshereto have causedthisAmendmentNo. 2 to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

ATTEST:

Al Rios, Mayor
Dated: l'l"/'a"
B:V:

Yodit Clerk
APPROVED AS TO FORM:

By:

F, Salinas, City Attorney
W. A. RASIC CONSTRUCTION
COMPANY, INC.:

Peter L. Rasic, President082o22
gb to2o-oq

71 Attachment C
Amendment No. l
Contract No 2020-09-CC
AMENDMENT NO. l TO CONTRACT N0. 2020-09-CC

FOR ON-CALL MUNICIPAL WATER AND SEWER SYSTEMS MAINTENANCE SERVICES WITH W.A, RASIC CONSTRUCTION COMPANY, INC. l"his Amendment No. l to Contract No. 2020-09-CC for On-Call Municipal Water and Sewer Systems Maintenance Services ("Amendment No. 1"), is made and entered into on August 10, 2021, by and between the City of South Gate, a municipal corporation ("City"), and W. A.

Rasic Construction Coi'npany, Inc., a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties." RECIT ALS:

WHEREAS, oii January 28, 2020, the City Council approved Contract No. 2020-09-CC with Contractor ("Agreement"), for On-Call Municipal Water and Sewer Systems Maintenance Services for a three-year terin througli and including January 31, 2023, in the amount of Three Hundred Thousand Dollars ($300,000);
WHEREAS, the City and Contractor desire to execute Amendment No. l to the Agreement (Amendment No. l) to increase the scope of work to (a) replace a leaking 20-inch valve located on the municipal water system underlying Soutli Gate Park, and (b) repair a damaged sewer pipeline underlying Garfield Avenue at Millcr Way, in an amount not to exceed One- Hundred Eighty-Nine Thousand Dollars ($189,000) bringing tlie aggregate total of the Agreement and Amendment No. lto Four-Hundred Eighty-Nine Thousand Dollars ($489,000).

WHEREAS, Work and Fee Proposal attached hereto as Exhibit "A" is made a part to this Amendment No. l under the terms and conditions of the Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. MODIFICATION TO AGREEMENT:
a. SCOPE OF WORK. The Scope of Work to be performed by Contractor under Amendment No. 1 shall be limited to tliat set forth in Exhibit "A." The City reserves the right to augment or reduce the scope of work as City deems necessary. b. COMPENSATION. The additional compensation paid by City to Contractor for the work identified in Exliibit "A" shall not exceed One-Hundred Eighty-Nine Tliousand Dollars ($189,000). The total sum of the Agreement and Amcndment No.l shaH not exceed Four- Hundred Eighty-Nine Tliousand Dollars ($489,000).
2, EFFE,CT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of Agreement shall remaixi in full force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term of Agreement as extended by Section 1 above. Furthermore, City reserves the right to augment or reduce the scope of work as City deems necessary.

Page ] of 2
72 Amendment No. 1
Contract No 2020-09-CC
INWITNESSWHEREOF,thePartiesheretohavecausedthisAmendinentNo. ltobeexecuted and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

Al Rios, Mayor
ATTESTED:

Carmen Avalos, City Clerk
(SEAL)
APPROVED AS TO FORM:
l F. Salinas, City Attorney
W. A. RASIC CONSTRUCTION
COMPANY, INC.:

Peter L. Rasic. President

l
73 (iENERAL ENGINEERINO CONTRACTOR
Exhibit A-l
July 19, 2021
City of South Gate / Public Works
4244 Santa Ana St.

South Gate, CA 90280
Attention: Chris Castillo
Reference: Rose Garden SG Park
WAR Bid S210608B
Dear Mr. Castillo,
Sent via Email: [email protected]
Our budget estimate to provide all necessary labor, equipment and material to install two 20" line stops, replace a leaking 20" butterfly valve, and replace and existing tee witli a straight section of pipe for referenced project is as follows:

Excavate and shore at two locations for line stops (One in grass, one in asphalt) Install 20"' line stops in two locations
Replace leaking valve with new 20" btitterfly valve
Replace tee with straight pipe section
Remove line stops, backfill and compact line stop & valve excavations Repave parking lot excavation
Atmrox. Otv
l LS
l LS
l LS
l LS
l LS
l LS
Total Budget for Above Items:$ 141,000.00
Plans and Specificahons Included
Per siie visit on 06/07/21 and detail sent via email on 7/12/202 l This proposal is for budget estimation only. Actual work to be performed on a Time & Materials basis per our emergency on call contract. Achial final costs could vary depending on actual work performed.

All landscaping restoration to be performed by others.

Sincerely,
W.A. Rasic Constniction Company, Inc.

Kei;6vfo-ul;v
Keith Fouts
Project Manager
4150 Long Beach Boulevard, Long Beach, CA 90807 562-928-6111 fax: 562-928-7339 www.warasic.com State Contractor's License #A368761 DIR Reglstratlori.No. 1000000649 74 July 19, 2021
WAR Bid: S210608B - REVISION

Standard Exclusions (if checked)
[:7 Permits & Developers Fees & Assessinents
fU Geotechnical Testing, Quality Control Testing(compaction, compressive, weld testing, etc.) § Desgin-Build Contingencies
(J BIM and BIM coordination
(6 Engineering
(g Demolition & Removals not shown on dwgs
SWPPP Development / QSD Functions
Utility Offsets not shown on plans
CAD As-Builts
Survey and Staking
Consti'uction Water
(g Rock Conditions (rin-removable by standard backhoe Utility Conflicts not shown on Plan & Profile
Biological Monitoring & Impacts
Payment & Performance Bond (l.45o/o Rate)
Raise to Grade of Existing Structures/Valve Cans
T-cut Trencli Restoratioii
Trench Plate Grinding
Site Dust Control, SWPPP, BMPs
Work shown on Plumbing and Landscaping Dwgs Any
§ work shown on plan sheets or specification section otlier than tliose listed
ga Tree Removal
z Responsibility for Root Damage in Work andExcavation Limits. [J Irrigation Repairs incl. Control Wires
[J Landscape restoration
[J Landscaping Establishment Period of any kind
[9 Hazardous Materials of Any Kind
(g Import Soil outside of trench zone
[g RCP Gasketed Joints
[g Work to 5' of Bldgs. Connections by Others.
% CCTV / Camera Lines
[gl PublicRelations/Outreach
(J Groundwater/Dewatering including perched water.
j:a Wall, Foundation, Subdrains, Underdrains, and otherperforated pipe drains or collection system § Archaeological Monitoring & Impacts
[J Electrical & Signal Work
7 Builder's Risk Insurance
[6 DBB or Similar t%rticipation Reqriirements
[J Paving Geotextile Fabrics (i.e. MiraPave)
§ Rubberized Asphalt Removal or Replacement
[gl Hardscape Drainage Items (V-ditcl'ies, etc.)
!Z Mandatory cost sharing of general site cleanup. W.A.Rasic will be responsible for its own cleanup.

Standard Conditions (if checked)
(:4 BasedonOne(l)Mobilization.AdditionalMobilizationswillbechargedatarateof$2,500.00eacli. (g Unless noted otherwise this Proposal is based on award of all base bid items. Breakouts are provided for comparison or informational purposes only.
(g Price based on installation of ritilities from deepest to shallowest with gravity lines liaving priority on vertical alignment. Dry utilities to be installed after gravity lines. Irrigation last. (g Assumes discharge of de-chlorinated flushing/testing water able to be discharged into nearby sewer or storm drain uider discharge permits obtaiiied by others, or ruider the mtinicipality's permit. § Bacteriological Testing by Agency/Others. W.A. Rasic to assist in sample collection. § Chlorination, Flushing, Hydrostatic Testing per AWWA [J StandardOne(l)YearWarrantyfromtimeofutilityactivationoruse,notendofproject. [a Utilities assumed to be started after demolition and rougli grading completed, but before major iiriport or fill over theutilitylines. Restorationtoroughgrade+/-0.lO'only,nofinegrading. (g Priced to perfoitn work in efficient and continuous manner per W.A. Rasic's detemiination. GC to not hinder performance or restrict work.
[9 Surveytobeprovidedevery25',atallhorizontalandverticalchanges,allstiucturesandappurtenances. [:> Payment to be every 30 days of invoice. Retention to be 5% max and released upon acceptance of our work, notoverall project. (;> Traffic control per standard WATCH mamial. Engineered drawings and stamp extra. Temporary parking provisions,bus stop relocates and coordination, parking meter issues, etc. handled by others. [J Temporary laydown and storage yard to be provided.

Project schedule coordination shall be done and provided utilizing Primavera Suretrak. Weekly look-ahead [:6 schedules shall be provided on an Excel spreadstieet format. Conversion to Primavera P6 or P3'shall be by others.
[J Proposal is valid tip to 30 days of its issuance. 75 @!nlllAL I(l(llfl € BRlflfl COflTRACTOR
BILL TO : City of South Gate
8650 California Ave.

South Gate, CA 90280-3075
Exhibit A-2
INVOICE #
INVOICE DATE:

JOB: 21TX45
Repair Damaged 8" Sewer Line
Garfield Ave. & Miller Way
South Gate, CA 90280
Employee Name
Rates Hours Amount
Total
Pay
Code ', Reg Time
: Over '
Time I Dbl TimeIT"imege
Over
Time
Dbl
Time IReg Time Over Time Dbl Time
'Kier,Bryan-------- PMSP 151.27 19G1.27 246.44 8 7 4 1,210.16 1,394.89 985.76 Chavez,Daniel OEFM 125.48 168.34 211.20 8 4 5 1,003.84 673.36 1,056.00 Guzman,G;evero OEFM 125.48 168.34 211.20 9.5 5 7 1,192.06 841.70 1478.40 Kruft,Brian OEG8 122.29 163.64 205,00 8 4 4 978.32 654.56 820.00 Slmon,David OEG8 122.29 163.64 205.00 9.5 4 6 1,161.76 654.56 1,230.00 Castillo,Juan LAG4 95.74 127.27 158.80 8 4 4 785.92 509.08 635.20 Najera,Jose LAG4 95.74 127.27 158.80 9.5 4 6 909.53 509,08 952.80 Lopez,Andres LAG1 9152 121.05 150.59 8 4 4 732.16 484.20 602.36 Najera,Arturo LAGI 91.52 121.05 150.59 9.5 4 6 869.44 484.20 903.54 Gutierrez,Juan TDGIO 96.46 124.40 152.34 8 4 5 7'71.68 497.60 761.70 Mercado,Julio TDGIO 96.46 124.40 152.34 9.5 4 7 916.37 497.60 1,066.38 Total Labor
$ 3,590.81
$ 2,733.20
$ 3,512.16
$ 2,452.88
$ 3,046.32
$ 1,910.20
$ 2,371.41
$ 1,818.72
$ 2,257.18
$ 2,030.98
$ 2,480.35
$ 28,204.21
Equipment EQ# Rate HoursiDays Total
PickUpTruck 1186 25.00 16
PickUpTruck 1193 25.00 21
PickUpTrtx,k 1263 25.00 18
ForemanTruckW/Tools 1642 240.00 16 2
ForemanTruckW/Tools 1983 240.00 21 2.625
FlatBedDumpTruck 2073 736.00 18 2
FlatBed DumpTruck 2074 '736.00 21 2.625
MoveTrailer 2805 120.00 10 1.25
Backhoe LoaderCAT430 3093 472.00 37 4.625
ArrowBoard 6081 120.00 5
Delineator/TrafflcCones 8180 1.00 153
TrafflcSigns 6199 5.00 18
LightTower 7119 25.00 15
WalkBehindConcreteSaw 8048 60.00 3
Total Equipment
$ 400.00
$ 525.00
$ 450.00
$ 480.00
$ 630.00
$ 1,472.00
$ 1932.00
$ 150.00
$ 2,183.00
$ 600.00
$ 153.00
$ 90.00
$ 375,00
$ 180.00
$ 9,620.00

4150 Long Beach Boulevard, Long Beach, CA 90807 - 562-928-6111- fax: 582-928-7339 - www.warasic.com state contractor's license #A368761
76 alnelAL anoinaaaum ConTaacTOR
BILL TO :

INVOICE # 343306
INVOICE DATE: 07/09/2021
JOB: 21TX45
Repair Damaged 8" Sewer Line
Garfield Ave. & Miller Way
South Gate, CA 90280
Material_______ _ _ Total
StemarEquipment-&-Supply-Invoice#48593 - ----
Trench Shoring Company - Invoice #R12014 8647
Trench Shoring Company - Invoice #R120119939
Trench Shoring Company - Invoice #R120120032
WAR Job Materials Ticket #56858
WAR Job Materials Ticket #56859
WAR Job Materials Ticket #56928
WAR Job Materials Ticket #56929
WAR Job Materials Ticket #56939
WAR Job Materials Ticket #56940
WAR Job Materials Ticket #61708
WAR Job Materials Ticket #61709
WAR Job Materials Ticket #62014
Western Water Works - Invoice #121 39J-00
Western Water Works-Invoice #1213940-00
Western Water Works - Invoice #1213959-00
Subtotal Material
15 % Mark-up on Material
Total Material
$ 27.54
$ 459.56
$ 866.80
$ 1,i84.84
$ 114.66
$ 19184
$ 191.84
$ 515.97
$ 286.65
$ 230.20
$ 253.02
$ 77i.75
$ 843.41
$ 339.90
$ 125.75
$ 244.64
$ 6,648.37
s 997.42
$ 7,645.79
Subcontractors Total
National Plant Services - Invoice #16970
Subtotal Subcontractors
15 o/o Mark-up on Subcontractors
Total Subcontractors
-$ ->7260-.00
$ 2,200.00
$ 330.00
$ 2,530.00
Total Invoice $ 48;000:0-0
Please note Third Party Invoices & Subcontractors that are not billed on this period will be billed next.

4150 Long Beaoh Boulevard, Long Beach, CA 90807 - !562-928-61 11- fax: 562-928-7339 - www.waraslc.com state contractor's license #A368761
62-77
Attachment D
Contract No. 2020-09-CC
.1CREF,A'IENT FOR ON-CALL MUNICIPAL WATER AND SEWER SYSTEMS

MAINTENANCE SERVICES BF,TWEF,N THE CITY OF SOUTH GATIE AND W.A. RASIC CONSTRUCTION COMPANY, INC.

This Agreement for On-Call Municipal Water and Sewer Systems Maintenance Services ("Agreement") is made and entered into on January 28, 2020, by and between the City of South Gate, a municipal corporation ("City") and W.A. Rasic Construction Company, Inc., a California Corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain Contractor for on-call Municipal Water and Sewer Systems Maintenance Services ("Maintenance Services"); WHERF,AS, Contractor warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Maintenance Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Contractor to perform the Maintenance Services described in the Proposal attached hereto as ExMbit "A" of this Agreement.

NOW, THEREFORE, THE PARTIES HERF,BY AGREE AS FOLLOWS:

1. SCOPE OF WORK. The City hereby engages the Contractor, and the Contractor accepts such engagement, to perform the Maintenance Services ("Work") identified on Exhibit "A" hereto. The locations at which such Work is to be performed ("City Facilities") are also identified on Exhibit I'A" hereto. The Work shall include all the terms and conditions of Contractor's proposal dated December 26, 2019 ("Proposal"), which shall be attached as part of Exhibit "A" and which is incorporated herein by this reference; provided, however, that to the extent the Proposal conflicts with anything else in this Agreement, the terms of this Agreement shall control.

2. COMPENSATION. The maximum amount of compensation to be paid to Contractor hereunder, pursuant to this Agreement, shall not exceed Three Hundred Thousand Dollars ($300,000), which shall be full compensation for the Work. A more detailed description of the compensation payable to Contractor hereunder, including unit prices, monthly payments, and/or other information, conditions and limitations, are set forth on the Cost Proposal attached hereto as Exhibit "A". Except as may be specifically set forth in Exhibit "A", or approved by the City in writing on a case-by-case basis, Contractor shall not be paid hereunder for any travel time in the performance of the Work, Except as otherwise provided in Exhibit "A", on or before the twentieth (20'h) day of each calendar month following the commencement of the Work, Contractor shall file its request for payment, accompanied by evidence satisfactory to the City justifying the request for payment, including a report of Work accomplished and tasks completed in the previous month, and an itemization of eligible expenses with oopies of receipts and invoices. If, l
Agreement for On-Call Municipal Water andSmer Systems Maintenance 78 Contract No. 2020-09-CC
after review by the City, the Work is found to be unacceptable, Contractor, at its expense, shall expeditiously correct such unacceptable Work. If Contractor fails to correct unacceptable Work, the City may withhold from any payment due an amount that the City reasonably believes will equal the cost of correcting the Work. Subject to the City's right to reject all or any part of the charges set forth in such invoice as provided herein, the City shall pay Contractor the amount of such invoice within thirty (30) days of receipt and approval of such invoice.

TERM OF AGRF,EMENT. The term of this Agreement ("Term") shall commence on Febnuary 1, 2020, mid shall terminate on January 31, 2023, unless terminated sooner pursuant to the provisions of Sections 9, 10 6r 13.2 below. At the conclusion of this three-year period, the City at its option, and with City Council approval, may renew this contract for up to two consecutive periods of one year each, beginning February 1, 2023 and February 1, 2024. This Agreement shall not be automatically renewed or extended; performance by Contractor of any Work following said termination date shall be prohibited, and Contractor shall not be entitled to compensation therefore, in the absence of a written agreement pertaining to such additional Work executed by the City and Contractor pursuant to Section 20.10.

COMMENCF,MF,NT OF THE WORK. The execution and delivery of this Agreement by the City and Contractor does not constitute an authorization for Contractor to proceed with the Work. Contractor shall commence performance of the Work within seven (7) days after the City issues to Contractor a written notice, signed by the City's Director of Public Works ("Director"), instructing Contractor to proceed with the Work. Contractor represents and warrants to the City that Contractor will be able to commence the Work within that time in compliance with all requirements of this Agreement, including without limitation those set forth in Sections 6, 7 and 8 below.

INSPECTiON OF WORK. The Director and his designees shall have the right to review and inspect the Work performed by Contractor hereunder at miy and all times, with respect to the quality of the Work and Contractor's confortnance to the terms of this Agreement, pursuant to the City's established review and approval procedures as the same may be amended fmm time to time, Without limiting the City's rights under Section 2 above, if the Director or his designee determines as a result of any such inspection that any aspect of the Work is unsatisfactory for any reason (including without limitation failure to meet the performance standards specified in Section 8 below), then Contractor shall promptly correct the Work at no additional cost to the City.

SOUTH GATE BUSINESS LICENSE. Without limiting the generality of Section 8 below, Contractor shall obtain a City of South Gate business license before performing any Work under diis Agreement.

CONTRACTOR MUST PAY PREVAIL,ING WAGES TO ITS EMPLOYEES. This Agreement is a public works contract. As such, pursuant to regulations established by the California Department of Industrial Relations and codified at 8 CCR §§ 16000 and 16001(f), Contractor's performance hereunder is subject to Contractor's compliance with prevailing wage rate payment requirements under California Labor Code § 1771. 2 Ayeement for On-Call Municipal Water andSewer Systems Maintenance M 79
Contract No. 2020-09-CC

8. Contractor must pay "prevailing wages" to all personnel employed by Contractor who perform any portion of the Work. Information regarding prevailing wage determinations can be found on the Department of Industrial Relations' web site at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. It is Contractor's responsibility to interpret and implement any prevailing wage requirements. Contractor agrees to pay any penalty or civil damages resulting from a violation of prevailing wage laws with respect to this Agreement. The City advises Contractor to familiarize itself with those laws, including without limitation those set forth at California Labor Code §§ 1720 through 1861, inclusive.

PERFORMANCE STANDARDS AND RF,OTTTREMENTS. Contractor shall perform and complete the Work promptly, diligently, and in a manner satisfactory to the City.

Contractor shall furnish all equipment, tools, materials, labor and other services necessary to fully and adequately perform the Work, and shall pay all applicable fees and expenses associated therewith, Contractor and its subcontractors shall perform all acts required to complete the Work under this Agreement (i) in a skillful and workmanlike hianner, (ii) consistent with the standards generally recognized as being employed by other maintenance companies in the State of California, mid (iii) in accordance with all federal state and local laws, regulations and ordinances applicable to the operation of Contractor's business and to its performance of the Work under this Agreement.

Contractor warrants that (a) all of its employees and subcontractors shall have sufficient skills and experience to perfop those portions of the Work assigned to them, (b) they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and (c) such licenses, permits, qualifications and approvals shall be maintained throughout the Term ofthis Agreement.

9. INDEPENDENT CONTRACTOR. In performing its duties hereunder, Contractor shall at all times act as an independent contractor. Contractor shall complete the services required of it hereunder according to its own means and methods of work, which shall be in the exclusive charge and control of Contractor and not subject to the control or supervision of the City except as to the results of the work and except as otherwise specifically set forth in this Agreement. In no event shall Contractor have any authority or power under this Agreement to incur any debt, obligation or liability on behalf of the City. Neither Contractor nor its employees are employees of the City, and nothing in this Agreement shall render Contractor an employee, partner, agent of, or joint venturer with the City for any purpose. Neither Contractor nor its employees shall represent themselves as employees of the City. Personnel employed or subcontractors retairied by Contractor shall not acquire any rights or status regarding the City. Neither Contractor nor its employees shall have any claim against the City hereunder or otherwise for salary, vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Contractor is responsible for complying with all obligations of an employer imposed under federal or state law. The City shall riot withhold Social Security and Medicare taxes firom any payments made to Contractor hereunder, nor shall the City make any such payments on Contractor's behalf. The City shall not make state or federal unemployment contributions on Contractor's behalf or withhold state or federal income 3 Agreement for On-Call Municipal Water and Smer Systems Maintenance 80 Contract No. 2020-09-CC
tax from Contractor's payments hereunder. Contractor shall pay all applicable taxes related to the perfomiance of services under this Agreement including all federal, state or local income, Social Security, Medicare, and self-employment taxes. Contractor will also pay all unemployment contributions for its employees related to the performance of services under this Agreement. Neither Contractor nor its employees or conttactors are eligible to participate in any employee, pension, health, vacation pay, sick pay or other fringe benefit plan of the City. Contractor shall complete and submit to the City an IRS Form W-9 and acknowledges that the City will issue to Contractor an IRS Form 1099 for non-employee compensation for all payments for the Work rendered hereunder.

Contractor agrees to indemnify and hold the City hamiless from and against any and all liability arising from any failure of Contractor to pay any income or other tax when due on account of the compensation paid to Contmctor by the City hereunder (and Contractor's obligation to indemnify the City under this Section 9 shall survive the expiration or sooner termination of this Agreement).

10. NON DIS('RTMTNATION AND EQUAL EMPLOYMENT OPPOR'i UNITY. in the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/militm'y status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and City governments. Consultant will take affimiative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, handicap or age. Contractor will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Contractor to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship, Contractor shall include the foregoing non-discrimination provisions in all solicitations or advertisements placed by or on behalf of Contractor for personnel or subcontractors to perfomi any services under this Agreement. Upon written request, the City shall have right to inspect and have access to all of Contractor's (and its subcontractors') documents, data and books and records for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section 10. Contractor agrees that all applicable provisions of Executive Order No. 11246 shall be incorporated into this Agreement by this reference. A copy of Executive Order No. 11246 is available to Contractor for inspection and on file with the City's Public Works Depgtment.

11. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES. In addition to the other representations and warranties set forth elsewhere in this Agreement, Contractor hereby represents and warrants to the City as follows:

11.1 Familiarity with Work. Contractor has thoroughly investigated and considered the scope of services to be performed hereunder, has carefully considered how 4 AgreementforOn-CallMunicipal WaterandSmerSystemsMaintenance 81 Contract No. 2020-09-CC
that Work should be performed, and understmids the circumstances which may restrict or otherwise impact Contractor's pcfui'uiaiiz or the Work under this Agreement.

11.2 Site Inspection. Contractor has visited each of the City Facilities where the Work is to be performed and is fiilly acquainted with the conditions existing at such sites.

11.3 No Solicitation. Contractor has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement.

11.4 No Fee, ('Q'luuuiviiiuu!5 Gifts or Other Consideration. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement.

Upon such breach or violation of this warrmity, the City shall have the right, in its sole discretion, to terminate this Agreement without fiuther liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.

11.5 No Conflict of Interest by City. Contractor has no knowledge that any officer or employee of the City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if miy such interest comes to the knowledge of Contractor at miy time, a complete written disclosure of such interest will be made to the City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.

11.6 No Conflict of Interest by Contractor. Upon execution of this Agreement, Contractor has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of Work required by this Agreement, nor shall any such interest be acquired during the Term of this Agreement.

12. NON-EXCLUSIVITY. The City does not warrant to contract-exclusivity with a single contractor to perform the type of maintenance services which Contractor is performing under this Agreement. As such, Contractor may not be the only company providing maintenance services to the City. The City reserves the right to enter into similar contracts with diird parties for maintenance services in areas of the City other than the City Facilities identified in Exhibit "A" which are the subject of this Agreement.

13. NO ASSIGNMENT. Contractor shall not assign, delegate, or subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the Director, which may be gted, conditioned or withheld by the Director in his sole and absolute discretion. This prohibition shall not apply to subcontracts and subcontractors identified by Contractor to the City in connection with any formal bid 5 Agreement for On-Call MvNcipal Water andSmer Systems Maintenance ,:'7-
82 Contract No. 2020-09-CC
documents submitted by Contractor to the City in connection with the City's award of this Agreement to Contractor. Any proposed delegation, assignment or subcontract shall provide a description of the services to be covered, identification of the proposed assignee, delegatee or subcontractor, and an explanation of why and how the same was selected, including the degree of competition involved. Any proposed agreement with an assignee, delegatee or subcontractor shall include both (a) the amount involved, together with Contractor's such cost or price; and (b) a provision requiring that any subsequent modification or mnendment shall be subject to the City's prior written consent. Any assignment, delegation or subcontract shall be made in the name of Contractor and shall not bind or purport to bind the City and shall not release Contractor from any obligation under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegatees and subcontractors. No such assignment, delegation or subcontract shall result in any increase in the amount of total compensation payable to Contractor under this Agreement.

14. PUBLIC EMPLOYEES RETIRF,MENT SYSTEM. Notwithstanding any other local, state or federal policy, rule, regulation, law or ordinance to the contrary, neither Contractor nor any of its employees, agents or subcontractors shall qualify for or become entitled to - and each hereby agrees to waive any claims to - any compensation, benefit or incident of employment by the City, including but not limited to eligibility to exoll in the California Public Employees Retirement System ("PERS") as an employee of the City and entitlement to any contribution to be paid by the City for employer contribution and/or employee contributions for PERS benefits. Without limiting the generality of Section 19 below, if Contractor or any employee, agent or subcontractor of Contractor claims (or is determined by a court of competent jurisdiction or by PERS) to be eligible for enrollment in PERS as an employee of the City, then Contractor shall indemnify, defend (using counsel acceptable to the City) and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of the City.

15. INSURANCE. During the Temi of this Agreement, Contractor shall at its expense maintain in full force and effect policies of insurance as required by Sections 15.2, 15.3 and 15.4 below and also, if required by the City, policies of insurance as required by Sectionl5.l below:

15.1 Property Damage/Casualty Insurance. Depending on the nature of the City Facilities which are the subject of this Agreement, the City may require a policy or policies of insurance covering loss or dmnage thereto, in amounts deemed necessary by the City to cover the full replacement cost of those City Facilities.

Said insurance shall provide protection against all perils typically included within the classifications of "all-risk", "fire legal liability", and "personal injury" in8unlnCe.

15.2 Liability Insurance. Liability, bodily injury, personal injury and property damage insurance with a combined single limit of One Million Dollars 6 AgreememforOn-CallMunicipal WaterandSmerSystemsMaintenance 83 Contract No. 2020-09-CC
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the annual aggregate, insuring against any and all liability of the insured with respect to the Contractor's performance of (or failure to perform) its obligations under this Agreement. Each such policy shall be in the form of an Insurance Services Office ("ISO") Commercial General Liability Insurance policy, an ISO Comprehensive General Liability Insurance policy with Broad Form General Liability endorsement, or in any similar, commercially reasonable form. Without limiting the scope of coverage to be provided thereby, all such insurance shall specifically insure Contractor's performance of the indemnity pmvisions contained in Section 19 below as to liability for injury to or death of persons and injury or damage to property.

15.3 Worker's Compensation Insurance. Workers' Compensation Insurance as required by California law. This insurance must include (in the policy itself or by endorsement) a Waiver of the Right of Subrogation for General Liability against the City.

15.4 Automobile Liability Insurance. Automobile Liability Insurance, including owned, non-owned and hired vehicles, with at lemt the following limits of liability: (a) Primary Bodily Injury with limits of at least $1,000,000 per person, $2,000,000 per occurrence, and (b) Primary Property Damage of at least $1,000,000 per occurrence.

15.5 Qualifications of Insurers. Each policy shall be issued by an insurance company having a "Begt's Rating" of at least A and having a "Financial Size Categories" rating of at least VIII in the most current edition of "Best's Insurance Reports" issued by A.M. Best Company. In addition, each policy shall be issued by an "admitted" insurance company (i.e., one that is qualified and licensed to do business in the State of California).

15.6 City to be Named as Additional Insured Party. All policies (other than worker's compensation insurance policies) must include an Additional Insured Endorsement (CG 20 10 11 85) narning the City and its agents as mi additional insured on the applicabl'e insurance coverage with respect to the City's and its agent's interests under this Agreement.

15.7 Primary Insurance. Insurance obtained pursuant to this Section 15 shall be primary insurance, and other insurance (if miy) maintained by the City shall be excess of Contractor's insurance and shall not contribute with the insurance required hereunder.

15.8 Blanket Policies. Any or all policies to be obtained by Contractor hereunder may, at Contractor's option, be provided under a separate policy covering only the items and matters to be insured under this Agreement, or included in one or more blanket policies covering not only those items and matters but also additional property and matters owned or othemise insured by Contractor All such 7 AgreementforOn-Ca[lMunicipal WaterandSmerSystemsMainlenance 84 Contract No. 2020-09-CC
combined or blanket policies must, however, comply with each and every provision of this Section 15.

15.9 up"*riiliux,i ux Cancellation and Reduction. Each insurance policy required hereunder shall specify that the insurance company issuing the policy will give the City at least thirty (30) days' written notice prior to the effective date of (a) any cancellation, intetruption or lapse of coverage, and (b) any reduction in the amount, type or extent of coverage,

15.10 Waivers of Subrogation. The parties release each other from any claims for damage to any person or property, and to the fixtures, personal property, improvements, and alterations thereon, that are caused by or result from risks insured against under any insurance policies carried by Contractor and in force at the time of any such damage. Furthermore, each insurance policy obtained hereunder shall provide that the issuing insurance company waives all rights of recovery by way of subrogation.

15.11 Verification of Coverage. Prior to or concurrent with Contmctor's execution and delivery of this Agreement, and not later than thirty (30) days prior to the expiration of any insurance policy carried hereunder (widi respect to policies which will replace said expiring policies during the Term of this Agreement), Contractor shall deliver to the City original certificates of insurance and amendatory endorsements evidencing and effecting insurance coverage required hereunder. All such certificates and any endorsements pertaining to the insurance coverage required hereunder shall be signed by a person authorized by the insurer to bind coverage on the insurer's behalf, and shall be on forms provided or approved by the City. In no event shall Contractor commence any constniction, demolition, grading or other work relative to the Improvements until all evidences of insurance coverage required under this paragraph have been delivered to the City as required hereby. The City shall have the right, at any and all times, to require Contractor to provide the City with complete copies of any and all policies of insurance that Contractor is required to maintain hereunder, and Contractor shall deliver such copies to the City not later than ten (10) days following such request.

15.12 Form of Policies. All insurance policies required hereunder shall be in a form acceptable to the City and its agents; and shall include those endorsements which are necessary to extend coverage which is appropriate to the nature of this Agreement.

15.13 Policy Limits Do Not Limit Contractor's Liability. The minimum limits of policies of insurance required of Contractor under this Agreement shall in no event limit Contractor's liability under this Agreement.

16. TERMINATION FOR CONVENIENCE. The City may terminate this Agreement at any time, with or without cause, upon sending a written notice of termination to Contractor (the "Termination Notice") that specifies a termination date (the "Early 8 Agreement for On-Call Municipal Water andSmer Systems Maintenance 85 Contract No. 2020-09-CC
Termination Date") at least thirty (30) days after the date of the Termination Notice.

Upon receipt of the Temiination Notice, Contractor shall acknowledge receipt to the City in writing and take all steps necessary to cease all Work in a reasonable and orderly manner by no later than the Early Termination Date; provided, however, that any Work perfomned after the Early Termination Date that is reasonably necessary to temiinate the Work in an orderly manner must be specifically authorized in writing by the Director prior to its performance and prior to the Early Termination Date. Upon termination by the City, Contractor shall be paid or reimbursed for all Work performed by Contractor under the Agreement up to the Early Termination Date (less all payments previously made), plus ten percent (10%) of the balance that would othenvise be due to Contractor during the remaining Term of this Agreement as reimbursement for profits lost to Contractor by virtue of the City's early termination of this Agreement. In no event shall any amounts paid or reimbursed upon termination of this Agreement exceed the total maximum compensation Specified in Section 2 above.

17. NOTICE OF DEFAULT AND TERMINATION FOR CAUSE. If the City delivers written notice to Contractor notifying Contractor that it is in default of one or more of its obligations under this Agreement, specifying the nature of the default, and stating what steps Contractor must take to cure the default ("Default Notice"), and if such default remains uncured within ten (10) days following the City's delivery of the Default Notice, then the City may at any time thereafter immediately terminate this Agreement upon written notice to Contractor. Upon such termination, the City shall pay Contractor an amount equal to the value of the Work satisfactorily performed hereunder as of the date of the Default Notice; provided, however, that the City retains all rights to recover damages incurred by the City as a result of Contractor's default, including without limitation the right of offset against amounts othemise due to Contractor hereunder, and the rights specified in Section 18 below. Contractor shall have no right to any reimbursement for profit or lost profit. Following such temiination, the City may procure, upon such terms and in such manner as the City deems appropriate, maintenance services similar to those temiinated hereunder. If, after notice of temiination of this Agreement under the provisions of this Section 17, the City determines, for any reason, that Contractor was not in default hereunder, or that such default had been cured, then the rights and obligations of the City and Contractor shall be the same as if the notice of termination had been a temiination for convenience issued pursuant to Section 16 above.

18. CITY'S REMEDIF,S FOR CONTRACTOR'S FAILURE TO PERFORM. Upon Contractor's default of any of its obligations hereunder, and at any time after any such default, the City may take any one or more of the following actions:

18.1 Forfeiture of Bond/Negotiation of Security. The City may cause to be forfeited to the City all or a portion of any security given for the faithfiil perfomnance of Contractor's obligations, and may further cause to be negotiated any instniment of credit deposited with and assigned to the City in such amount as may be required to complete the Improvement work.

18.2 Performance by City at Contractor's Expense. Upon Contractor's default, the City may make written demand upon Contractor, or Contractor's surety (if any), 9 Agreement for On-Call Municipal Water andSmer Systems Maintenance 86 Contract No. 2020-09-CC
or both, to immediately remedy the default and complete the Work. If the required Work is not substantially commenced with in ten (10) days after the City's delivery of that written demand, or if it is not thereafter diligently prosecuted to a completion acceptable to the City within the timeframe set forth in the City's written demand, then without limiting any other remedy available to the City, the City may complete (or arrange for the completion of) all remaining Work and/or conduct such other remedial activity as in its sole and absolute discretion it believes is necessary or advisable. All such Work or remedial activity shall be at the sole and absolute expense and obligation of Contractor (and its surety, if any) without the necessity of giving any further notice to Contractor or its surety. The City's right to take such actions shall in no way be limited by the fact that the Contractor or its surety may have commenced or completed any of the required Work at the time of the City's demand for performance. If the City elects to complete (or arrange for completion of) the remaining Work, then the City may require all Work by the Contractor and/or its surety to cease in order to permit adequate coordination and completion by the City or its designee of the remaining Work.

18.3 Issuance of Cease and Desist Order. The City may issue a cease and desist order by delivering written notice to Contractor demanding that Contractor immediately discontinue any actions specified in that written notice. Contractor agrees to immediately comply with any such cease and desist order.

18.4 Injunctive Relief. The City shall have the right to apply for ffid obtain temporary and/or permanent injunctive relief or other equitable relief firom a court of competent jurisdiction to enforce its rights and Contractor's obligations created by this Agreement, including without limitation relief in the form of a temporary restraining order and/or permanent injunction restraining Contractor from committing or continuing to commit any breach or threatened breach of this Agreement. The City shall have the right to seek such relief without showing or proving any actual damage sustained by the City, and without posting bond or other security. In connection with the City's right to apply for the injunctive relief which is the subject of this Section 18.4, Contractor hereby acknowledges that Contractor's breach of its obligations hereunder will cause irreparable harm and injury to the City if such breach continues unabated following the City's request for injunctive relief.

18.5 0ther Relief. The City may seek any other remedies or relief, and take any other actions, available to the City under this Agreement, at law, or in equity.

19. INDEMNIFJCATION AND DEFENSE. Contractor and its sureties (if any) smll indemnify and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or 10 Agreement for On-Call Murdcipal Water andSmer Systeims Maintenance [2-
87 Contract No. 2020-09-CC
any third parties not acting on behalf of, at the direction of, or under the contml of Consultant,

20. MISCELLANEOUS.

20.1 Notices. All written notices required to be given pursuant to the terms hereof shall be either (a) personally delivered, (b) deposited in the United Stateis express mail or first class mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by overnight courier service, or (d) delivered by facsimile or e-mail transmission, provided that the original of such facsimile notice, or a copy of such e-mail notice, is sent by certified U.S. mail, postage prepaid, no later thari one business day following such facsimile or e-mail transmission. All such notices shall be deemed delivered upon actual receipt (or upon the first attempt at delivery pursuant to the methods specified in clauses (a), (b) or (c) above if the intended recipient refuses to accept delivery). All such notices shall be delivered to the following addresses, or to such other address as the receiving party may from time to time specify by written notice to the other party:

To the City:

City of South Gate
8650 California Avenue
South Gate, California 90280
Attention: Arturo Cervantes
Asst. City Manager/Dir. of Public Works
Telephone No.: (323) 563-9512
Fax No.: (323) 563-9572
E-mail: acervantes(,sogate.org
City of South Gate
8650 California Avenue
South Gate, California 90280
Attention: Carmen Avalos
City Clerk
TelephoneNo,: (323)563-9511
Fax No.: (323) 563-5411
E-mail: [email protected]
To Contractor:

W.A. Rasic Constnuction Company, Inc.
4150 Long Beach Blvd.

Long Beach, California 90807
Atto: Peter L. Rasic
Title President
TelephoneNo,: (562)928-6111
Fax No.: (562) 928-7339
E-mail: [email protected]
With a copy (which shall not constitute notice)
to:

Raul F. Salinas, Esq.

Craig D. Hardwick, Esq.

Alvarado Smith
I MacArthur Place, Suite 200
Santa Ana, California 92707
TelephoneNo.: (714) 852-6800
Fax No.: (714) 852-6899
E-mail: [email protected]
11 Agreement for On-Call Municipal Water andSmer Systems Maintenance 75 88
Contract No. 2020-09-CC

20.2 Time. Time is of the essence of every provision contained in this Agreement,

20.3 Incorporation of Recitals and Exhibits. All of the recitals set forth in this Agreement, and all of the exhibits attached to this Agreement, are by this reference incorporated in and made a part of this Agreement as though fully set forth herein.

20.4 Successors and Assigns. Without limiting the generality of Section 13 above, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors mid assigns.

20.5 Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause which is beyond the reasonable control of such party, pmvided that (a) the party affected gives written notice to the other of the cause and anticipated duration of the delay within three (3) days afier the delay commences, and (b) this paragraph shall not extend either party's time for performance by more than thirty (30) days, regardless of the cause of the delay.

20.6 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of constnuction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the iuleipielaLioii or this Agreement or any amendments hereto.

20.7 Governing Law. This Agreement shall be constmed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts of laws principles.

20.8 Consent to Jurisdiction and Service of Process. All judicial proceedings bmught against any party hereto arising out of or relating to this Agreement may be bmught in any state or federal court of competent jurisdiction in the County of Los Angeles, State of California, and by execution and delivery of this Agreement each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and subject matter jurisdiction), waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve pmcess in any other manner permitted by law. 12 Agreement for On-Call Municipal Water andSmerSystems Maimenance 74 89
Contract No. 2020-09-CC

20.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instnunent. In addition, this Agreement may contain more than one counterpmt of the signature page and may be executed by the affixing of the signatures of each of the parties to any one of such counterpart signature pages; all of such counterpart signature pages shall read as though one and they shall have the same force and effect as though all of the signers had signed a single signature page.

20.10 Entire Agreement. This Agreement, the Plans and Specifications, and the municipal codes and other laws cited in this Agreement, together contain the entire understanding of the parties and supersede any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or patties sought to be charged or bound by the alteration or amendment.

20.11 Captions. Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any pmvision hereof.

20.12 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be constnied as if such invalid, illegal, or unenforceable term or provision had never been contained herein.

20.13 Further Assurances. Each party shall cooperate with the other and shall execute such other docwients as may be reasonably necessary to carry out the provisions of this Agreement.

20.14 No Waiver. Any waiver, consent or approval by either party of any breach, default or event of default of any provision, condition or covenant of this Agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege under this Agreement shall not operate as a waiver thereof, nor shall miy single or partial exercise of any such power, right or privilege preclude any further exercise thereof.

20.15 Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies.
13 Agreement for On-Call Municipal Water andSmer Systems Maintenance 90 Contract No. 2020-09-CC

20.16 Joint and Several Liability. If Contractor constitutes more than one person or entity, then the obligations of each such person or entity shall be joint and several.

20.17 No Third-Patly Beneficiaries. The parties hereto acknowledge and agree that no provision in this Agreement may be enforced by any third party.

20.18 Patriot Act Compliance. Contractor represents, warrants and covenants that neither Contractor nor any of its shareholders, officers, directors, members, managers or partners (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification of "Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.R, Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including wathout limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the United Nations Pmticipation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107- 108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Oiers; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, dnig trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.).
[Remainder of page left blank intentionally]
14 Agreemem /or On-Call Municipal Water andSmer Symems Maimenance 91 Contract No. 2020-09-CC

20.19 City Council Approval Required for Effectiveness of Agreement.

Notwithstanding any earlier execution of this Agreement by any officer, employee or representative of the City, this Agreement shall not be binding upon or enforceable against the City unless and until it has been approved or ratified by the City Council of the City at a public meeting noticed and conducted in accordance with applicable provisions of the California Government Code.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

B7:
fBel6n Bemal, Mayor
Dated: Z/ // / lozo
ATTEST:

B7: (2
Catmen Avalos, City
(SEAL)
APPROVF,D AS TO FORM:

F. Salinas, City Attorney
W. A. RASI(: COf'SlSIRtJC'TION
COMPANY, INC.:

BY:

Peter L, Rasic, President
Dated:
15 Agreemem for OrbCall Municipal Water andSmer Systems Maimenance 92 Contract No. 2020-09-CC

20.19 City Council Approval Required for Effeikiveutaa uf Agreement.

Notwithstanding any earlier execution of this Agreement by any officer, employee or representative of the City, this Agreement shall not be binding upon or enforceable against the City unless and until it has been approved or ratified by the City Council of the City at a public meeting noticed and conducted in accordance mth applicable provisions of the Califomia Government Code.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

M. Bel6n Bernal, Mayor
Dated: '/'/ 114)Ju
ATTEST:

B)r:

Cmmen Avalos, City Clerk
(SEAL)
APPROVED AS FORM:

F. Salinas, City Attorney
W. A. RASI(: t;uhsi RUCTION
COMPANY, INC.:

Peter L. Rasic, President
Dated: g6 dAalh1 zeiz
15 Ayeemen € for On-Call Municipal H'aler md Sewer Systenis Maintenance 75' 93
Contract No. 2020-09-CC
Exhibit "A"
Cost Proposal
A detailed description of the compensation payable to Contractor hereunder, including unit prices, monthly payments, and/or other information, conditions and limitations, is set forth on the Cost Proposal which is attached following this Exhibit "A" cover page. 16 Agreement for On-Call Municipal Water andSmer Sys/t'ms Maintenance 94 emMANA€!IRIS OFFICE Item No. 3
Ciffl of South Gate

CITY COUNCIL
AeENDA IBTLL
For the Regular Meeting of: July 25, 2023
Originating Department: Community Development
Department Director:

El a A,7e.(fers
SUBJECT: AMENDMENT N0. 2 TO CONTRACT N0. 2823 INFRASTRUCTURE

FINANCING AND FEE WAIVER AGREEMENT AND JOINT ESCROW

INSTRUCTIONS WITH ATLANTIC-FIRESTONE, LLC, REVISING THE SIGNAGE CRITERIA FOR THE AZALEA REGIONAL SHOPPING CENTER LOCATED AT 4635

FIRESTONE BOULEV ARD
PURPOSE: To approve proposed amendments to the Signage Criteria in the Infrastructure Financing and Fee Waiver Agreement and Joint Escrow Instructions with Atlantic-Firestone, LLC., which is being amended to allow additional types of signage throughout the development.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. 2 to Contract No. 2823 Infrastructure Financing and Fee Waiver Agreement and Joint Escrow Instructions with Atlantic-Firestone, LLC., revising Attachment No. 4, Scope of Development, Signage Criteria for the azalea Regional Shopping Center; and
b. Authorizing the Mayor to execute Amendment No. 2 in a form acceptable to the City Attorney.

FISCAL IMPACT: None.

ANALYSIS: Atlantic-Firestone, LLC, (the "Developer") the Developer of the azalea Regional Shopping Center ("Shopping Center") is requesting an amendment to the Signage Criteria, included within Attachment No. 4, Scope of Development, within the Infrastruchire Financing and Fee Waiver Agreement and Joint Escrow Instructions ("IFFWA"). The table below lists the existing and allowed sign types, pursuant to the current Signage Criteria that was prepared prior to the beginning of the subject development. All these sign types are for on-site advertisement signs only.
1 95
! $ Dimensions
Sit-e Identity Element 3 Height to be determined; double-sided Tenant Identity Pylons 3 55 ' maximum (max) height,' double-sided Parking Entrance Identity 4 20 ' max height
Tenant Monument I 15 ' max height
Corner Identity 2 75'max height
BuildingAddress Identity I 1 ' max height
Valet Pick Up/Drop Qff Identity l 6 ' max height
Freeway Pylon Identity I Existing
Vehictdar Direction 9 15 ' max height
Pedestrian Direction 9 10 ' max height
Vertacrdar 4 52 ' max height
Integrated Advertisitg 18 12'max height
Billboard Advertising 1 15 ' max height
The proposed revised Signage Criteria lists the following sign types. Bold text signifies a change in the sign type, number of signs and/or dimensions of signs. ! Dimensions
Digital Billboard (on-site) i 60' max height (3-sided) Tenant Identity Pylon 3 55 'max height (double-sided) Tenant Elade Sign 40 3 ' x 3 ' mz area (double-sided) Leasing Sign 2 55 ' wxax height (double-sided)
Tenant Monument 2 15 ' max height
Site Identity 2 20' max height (double-sided)
Shuttle Stop 1 7' mz height (double-sided)
Vehicle Direction 5 10' max height (double-sided)
Directory (qff-site advertising) 4 8 ' mm height (double-sided) VertacularAdvertising (on-site adv.) 9 52'max height (4-sided) Integrated Advertising (qff-site adv.) 4 11 ' lieightx 46' width IntegratedAdvertising (qff-site adv.) 1 12' heightx 16' width Billboard (qff-site adv.) 1 20' mar height
The proposed revised Signage Criteria provides a "site sign location" which indicates where each sign type may be permitted throughout the Shopping Center. This also includes signs for advertisements that refer to businesses or organizations that are not located within the Shopping Center. These signs are noted as "off-site advertising" signs. A total of seven off-site advertising signs are proposed to be installed at various locations within the Shopping Center.

The proposed Signage Criteria lists regulations established by the City for permits required for new signage and the process to obtain permits for all signage within the Shopping Center. In addition to tenants, the Developer is also required to comply with the City's sign permit process for all new, existing and unpermitted, proposed and changeable signs. 2 96
BACKGROUND: The City Council approved the IFFWA on May 29, 2012, as a part of the development of various parcels located at the now reconfigured corner of Firestone Boulevard and Atlantic Avenue, referred to as the "azalea Regional Shopping Center." This IFFWA was amended on July 19, 2012, amending Attachment No. 5, Schedule of Performance.

The proposed Amendment No. 2 would amend a portion of Attachment No. 4, Scope of Development, Signage Criteria in the IFFWA.

ATTACHMENTS: A. Proposed Amendment No. 2 to Contract No. 2823 (including Exhibit A - Revised Signage Criteria, dated April 10, 2023)
B. IFFWA Attachment No. 4, Scope of Development, Signage Criteria, dated April 25, 2012
3 97

ATT ACHMENT A
AMENDMENT N0. 2
TO CONTRACT N0. 2823

INFRASTRUCTURE FINANCING AND FEE WAIVER

AGREEMENT AND JOINT INSTRUCTIONS WITH ATLANTIC-

FIRESTONE, LLC
This Amendment No. 2 to Contract No. 2823 Infrastructure Financing and Fee Waiver Agreement and Joint Instructions (the "Amendment No. 2") is made and entered into on July 25, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Atlantic- Firestone, LLC, a Delaware limited liability company ("Developer"). City and Developer are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City and Developer are parties to that certain Infrastructure and Fee Waiver Agreement and Joint Escrow Instructions dated as of May 29, 2012 (the "IFFWA") for the commercial development la'iown as azalea Regional Shopping Center at the northwest corner of Firestone Boulevard and Atlantic Avenue;
WHEREAS, Attachment No. 4 to the IFFWA provides a Scope of Development setting forth general project information and description, development standards and design guidelines and exhibits including a site plan, landscape plan, sign criteria, elevations and renderings; WHEREAS, Developer requested to amend the Signage Criteria within Attachment No. 4, Scope of Development, of the IFFWA by allowing for additional sign types, as well as both on- and off-site advertisements, throughout the azalea Regional Shopping Center; WHEREAS, Parties now desire to amend the IFFWA to allow for additional and varied signage, both on-site and off-site advertising, throughout the azalea Regional Shopping Center.

NOW, THEREFOR, in consideration of the mutual covenants of the Parties herein contained, the sufficiency of which is hereby acknowledged by the Parties, the Parties hereby amend the IFFWA as follows:

1. SCOPE OF DEVELOPMENT. The Signage Criteria found within the Scope of Development as set forth in Attachment No. 4 to the IFFWA is hereby deleted and superseded in its entirety and shall be replaced with the Revised Signage Criteria attached hereto as Exhibit A.

2. RATIFICATION. Except as otherwise expressly amended by this Amendment No. 2, each and every provision of the IFFWA is hereby ratified and shall continue in 'full force and effect.
[Remainder of page left blank intentionally.]
98 Amendment No. 2 to Contract No. 2823 ( IFFWA)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:

IF. Salinas, City Attorney
ATLANTIC-FIRESTONE, LLC:

By:

Arturo Schneider, President
Dated:
99 EXHIBIT A
4635 Firestone Boulevard, South Gate, CA
Sign Criteria
10 April 2023
prepared by:
"Selbert -
Perkinsa-
'Design. -,
432 Culver Blvd.

Playa del Rey, CA 90066
310-822-5223
SelbertPerkins.com
100
Wazalea

SIGN CRITERIA
-. 10APRIL2023
Table of Contents
16 SITE SUMMARY OF SIGN TYPES

SITE SIGN LOCATIONS

AOI - DIGITAL BILLBOARD
AO2 - TENANT IDENTITY PYLONS
AO3 - TENANT BLADE SIGNS (PLAZA)
AO4 - PDI LEASING SIGN
AO5 - SM ALL TEN ANT MONUMENT
AO6 - SITE IDENTITY
AO7 - SHUTTLE STOP MONUMENT

BOI - VEHICLE DIRECTIONAL
CO1 - DIRECTORY

EOI - VERTACULAR
EO2 - DRUG STORE - ELEVATIONS
EO2 - PLAZA 1 - ELEVATION
EO2 - PLAZA 5 - ELEVATION

MAJOR TENANT IDENTITIES - ELEVATIONS

RETAIL SHOPS TENANT IDENTITIES - ELEVATIONS

SIGNAGE CRITERIA
Table of Contents 02
NOTE. Signage design sublect to change at Landlord's distretion. Pylon panel sizss shall remam as illustrated.

Site plan and elevations Lot illusiration purposes only. 101

IDENTIFICATION
55' MAX-HEIGHT
I
@l
]
s
9 I
I
jI
I
II
i
I
5' MI1XHEIGHT
am
TBD MAX.HEIGHT
m
@DIGITAL BILLBOARD pycoh. @ TENANT IDENTITY PYLONS @ TENANT BLADE toehn'r'v @ poi LEASING SIGN iON-SITE CONTENT)o
@TEN ANT MONUMENT @SITE IDENTITY @SHUTTLE STOP
fNFORMATION DIRECTION ADVERTISING
52" MAX-HEIGHT
.W
I
M
I
il I I
!lffl
5d at!i 5
I rfTm
j
.1 a
7"
I
7' MAXHEIGHT t5 MllXHEIGHT
m
Ooitzecrosy gVEHICLE DIRECTION @VERTACULAR
(ON-SITE CONTENT)a
@ix'rectzareo ADVERTISING @ BILLBOARD ADVERTISING
(OFF-SITE CONTENT) IOFF-SITE CONTENT)
aON-SITE adver!ising includes any business or product sold on premises.

Wazalea

SIGN CRITERIA
-10 APR1L2023
Site Summary of Sign Types 03
NOTE. Signage deisign subject to change at Landlord's discretion. Pylon panel sizes shall remain as illustrated.

Site plan and elevaiions jor illustration purposes only. 102

SIGN TYPE QTY DIMENSIONS
@ DIGITAL BILLBOARD iON-SITE)a j
@ TEN ANT ID!_NTITY PYLON 3
@ TENANT BLADE SIGN 40
@ PDI LEASING SIGN 2
@ TENANT MONUMENT 2
@ SITE IDENTITY 2
@ SHUTTLE STOI' 1
@ VEHICLE DIRECTION s
e DIRECTORY (OFF-SITE ADV.) 4
e VERTACULAR ADVERTISINCi IONSITE)a g
Al
0 INTEGRATED ADVERT131NG IOFF-SIT!) I
a
W INTEGRATED ADV!RTISING IOFF-SITE) 1
&
%7 INTEGRATED ADVERTISING iOFF-SITE) 1
&
lli? INTEGRATED ADVERTISING IOFF-SIT!.) j
f!k
W INTEGRATED ADVERTISING IOFI-SITE) t
0 BILLBOARD IOFF-SITE ADV.) 1
r---jL
r .a % l
Mt'JOR !'
-IAILROAD
Ill II II Ill
iii it
B },iAJOP C "AJoR D
MAJOR
[ MAJO+l '-
LEGEND
aON-SITE adverlising mcludes any buslness OT product sold on premises Illlllllillllillllillla
PA"D *

FIRESTONE BLVD S
lazalea

SIGN CRITERIA
-. 10APRIL2023
Site Sign Locations 04
NOTE: Signage design sublect to change at Landlord's discretion. Pylon panel sizes shall remain as illusti'ated.

Site plan and elevations Tor illustration purposes only. 103 56'-0"
50'-4"
36'-7"
23'-0"
1 2'-0"
2'-1 0" (Pinned-off aluminum
pan channel letiets with
transluceni while acrylic face:
face-lit I halo-lit with LED.)
Aluminum-framed structure
with back-lit display.

Content TBD.

T
1 -r
l
aluminum stnicture
wiih prlnted vinyl graphic wrap.
12'-1"

FRONT ELEV ATION SIDE ELEV ATION - STREET
azalea

SIGN CRITERIA
10 APRIL 2023
Color Key
amsim
P-i P-2 P3 P-4 P-5 P-6
Custom GalaxyProO 16mm RGB Outdoor
LED Wdeo Displays wNisiconn
gl 16mm LED Display,
1 3' 7" H X 1 0' O" W X O' 1 0" D
Max Powr 7550 wafts/display
Weight. S 520 Ibs/display
[B t6mm LED Display,
1 0' O" H X 1 3' 7" W X O' 1 0" D
Max Povvet 7280 wallsfdisplay
Weight 1520 Ibs/display
[c t8mm LED Display.
1 3' 7" H X 5' 3" W X O' 1 0" D
Max Power 3936 waits
Weight 800 Ibs
[0 16mm LED Display,
1 0' O" H X 5' 3" W X a' 1 0" D
Max Power: 2742 watts
Weight 590 Ibs
Total LED Watts: 21,SOB
Basis of design:

Daklronics
201 Daktionics Drive
Brookings, SD 57006 USA
www.dakltonics.com
Internal fluoresceni cabinet illumination
T17 high output lamps:54(estimate)
10643 - F90T1 71CW
GE Cool White T17
90 Walls - 65 Volts/lamp
Total watts: 4.86 €1
Total Sign Watts = 26,368 Watts
NOTE:

Advertising content will comply with
the city of Southgate Municipal Code.

Additionally the advertising content
will exclude products and services,
that conjain pomographic coment or
cannabis products or activities.

S SIDE ELEVATION - PLAZA
AOI Digital Billboard 05
NOTE. Signage design subject to change at Landlord's discretion. Pylon panel sizes shall remain as illustrated.

Site plan and elevations lot illustration purposes only. 104 Color Key
2 0 TOP VIEW. . [ .. -IS
46'-10"%

GENERAL NOTES
Internal fluorescenf cabinet illumination
T17 high output lamps 30 (estimaie)
10643 - F90T17/CW
azalea

SIGN CRITERIA
10 APRIL 2023
AO2 Tenant Identity Pylons 06
NOTE. Signage design su51ect to change at Landlord's discretion. Pylon panel sizes shall remam as illustrated.

Site plan and elevations Tor illustration purposes only. 105 II
8'-0" (Min.) AFF i
o" I
Fabricated metal sign
cabinet
l Removable panel with
artwork provided by tenant.
3' O"
(Max.)
(Max.)

ELEVATION
gazalea

SIGN CRITERIA
> ffi!!!ffll 10APRIL2023
8'-0"
NOTES:

B!ade signs are to be illuminated.

Total square footage not to exceed 4 sq. ft.

Sign bracket and power provided by
Landlord. Sign cabinet, panels and light
fixtures provided by the Tenant.

Illustration for reference only. All designs
subject to owner's approval.

Whip provided by GC.

Wall anchors - Hilti or equal as
required. Strap or blocking as
required.

AO3 - Tenant Blade Signs (Plaza) 0 7
NOTE. Signage design sublect to change at Landlord's distretion. Pylon panel sizes shall remain as illusjraied.

Site plan and elevations lor illustration purposes only. 106
Color Key
OT. :P VIEW
-l
!
I
I
r
0SNIDE ELEV ATION OBi:CK ELEVATION
gazalea

SIGN CRITERIA
-l 10APRIL2023
AO4 PDI Leasing Sign 08
NOTE. Signage design su5ject to change at Landlord's discretion. Pylon panel sizes shall remain as illusttated.

Site plan and elevations Lot illustration purposes only. 107 NOTE: Monument by Tenant; power provided by Landlord.

Color Key
P-1 P-2 P-3 P-4 P-5 P6
-@) SIDE ELEV ATION
azalea

SIGN CRITERIA
10 APRIL 2023
AO5 Small Tenant Monument 09
NOTE. Signage design subject to change at Landlord's discretion. Pylon panel sizes shall remam as illustrated.

Site plan and elevations Tor illustration purposes only. 108

CONTEXT RENDERING
al
Ii
m
TO'-!"
55'-4"
Fabricated metal
leuer foirns with
infemal support.

END VIEW
azalea

SIGN CRITERIA
10 APRIL 2023
AO6 - Site Identity 5 0
NOTE. Signage design subject to change at Landlord's discretion. Pylon panel sizes shall remain as illusjrated.

Site plan and elevaiions lot illusiraiion purposes only. 109 Color Key
P-1 P-2 P-3 P-4 P-5 P-6
0T:oP VIEW
l
,l
74 '74
I
Fabricated aluminum
cabinet with eased
corners & edges; 4,
SB screenedlogoand, electro-cutvinylcopy. i7o
-Translucent
polycarbonet
panels with
digitally printed
graphics, both
sides.

Screened logo
Brochure "pocket"
with translucent
face, recessed
into end of
cabinet.
@a;;x ELEVATION
azalea

SIGN CRITERIA
10 APRIL 2023
407 - Shuttle Stop Monument
NOTE. Signage design sublect to change at Landlord's discretion. Pylon panel sizes shall iemain as illustrated.

Site plan and elevations lot illustration purposes only. 110 Color Key
j=' -i
kil7!
smvvm
P1 P-2 P-3 P-4 P-5 P-6
0%:%P VIEW
T-Pi'
-'ffi
f a a f
9 ! Q1
I

1. -)) plaza
'l' exit
I
aal
m
,aj
!
;j]
I
6'-IT'
vinyl logo.
l
j. , .
ffi-=
l'
plaza 'v
exit 'f'
I .-,1(.I ( ) _
I - a'G'%" ' 4"lA-)il't .,
'r
Fabricated aluminum
cabinet with eased
corners & edges:
screened logo and
electro-cut vinyl copy.
-Translucent
polycarbonet
panels with
digitally printed
graphics, both
sides.
- Digitally-printed
vinyl wrap-I
)
-r'
07;s5K ELEV ATION
azalea

SIGN CRITERIA
10 APRIL 2023
BO1 Vehicle Directional 5 2
NOTE Signage design subject to change at Landlord's discretion. Pylon panel sizes shall remam as illustrated.

Site plan and elevations Tot illustration purposes only. 111

ATT ACHMENT B
-'=-'7a--raT-J
li, . . a',1111' )l"*'lrl
. ,==.' -=- J: =3:=-'=: [
_ . h . _,-,:: l ..,".i. . B__--- ---/ ._ f,> i 1, li t - -_ ,A> , '- ,.i,{ I " "'
'i , - ', l.: 'J o: " _ f" '
f...az'm'iK" .d!! _.ax)':!
b,!a
Wfflk'-
*
W !j(ed_ 0
W I % iaM'fffi!h N'+ m
8653 ATLANTIC AVENUE, SOUTH GATE, CA
Si Criteriagn
25 April 2012
preparetJ by:

Selbert Perkins Design Collaborative
432 Culver Boule'void, PIO',10 Del Rey, CA 90293
T 3l0 822 5223 F 310 822 5203
112
mazalea

SIGN CRITERIA
- 25 APRIL 2012
Table of Contents
03 SITE SIGN LOCATIONS
04 SITE SUMMARY OF SIGN TYPES

OS SITE DENTITY & TENANT DENTITY PYLONS
06 MAJOR TEN ANT DENTITIES - BUILDING ELEV ATIONS 07 RETA L SHOPS TEN ANT IDENTITIES - ELEV ATIONS
09 DRUG STORE - ELEV ATIONS
11 12

DRUG STORE - TENANT MONUMENT

S GNAGE CRITERIA
NOTE L Cll Cl h igh
Tab e of Contents g2
diTy d ddi gg
CO
113
p,
SIGN IjlsEND
azalea

SIGN CRITERIA
25 APRIL 2012
Site Sign Locations 03
N OTE LO n dlo +d re se T ves I h e ti ghlI o mo di Ty an d i n c 0 ffPO ra le od Cli li on o I s ign 0 g e 114

IDENTIFICATION
SMAXH"HT I
a N
TB[) IIIAA-HEIG)IT
M
55 MAX-+lEIGllT
@
jO MAX.HE1GHT '
s- I
@snh IDENTITY ELEMENT @TENANT PYLONS @PARKING ENTRANCE

IDENTITY
@TENANT xoxuucxr @coexeg IDENTITY @ BUILDING ADDRESS IDENTITY 8 MAX-HEIGHT
=-[ m
@VALET PICK upzoeop OFF

IDENTITY
@SITE IDENTITY

FREEWAY PYLON
')IRECTION

T MAX-HEIGHT
9 15M"HEGHT
'ml
i0 MAXHEIGHT
91 @vehicuus DIRECTION @PEDESTRIAN DIRECTION

INFORMATIOI',I
@DIRECTORY

ADVERTISING
@VERTACUIAR @INTEGRATED ADVERTISING
azalea

SIGN CRITERIA
25 APRIL 2012
Site Summary oF Sign Types 04
NOTE Landlord reserves the right to modiTy iind incorporiiJe oddilional iignoge 115
17-0" c/c
(12) signs.
lj '-O" L x 2'-8.5" ht
q 3.5" cap ht
57 .?l
a
14J ::1 El
:t ), T i
EXtemal
Lighting for
Flowsr
Internally
Illuminated
Tenant ID's
Optional
Orange LED's
at edge
'l 0'-3" c/c
Al Tenant Identity Pylon
quantity - 3
Al Site Identity Pylon
quantity - 2
azalea

SIGN CRITERIA
25 APRIL 2012
Site dentity & Tenant dentity Py ons 0 5
NOTE L d Cl: y d
116
Major A - South Elevation
'l'j'l -.
- I Tl------ i . iMAJOR D
Majors B-E - South Elevation
azalea

SIGN CRITERIA
25 APRIL 2012
Ma or Tenant dentl es - Bu d ng E evat ons 06
NOTE L d if di y d ddi
117
3a-0' max. cap. ht
azalea

SIGN CRITERIA
25 APRIL 20'l2
Retoil Shops Tenant Identities - Elevations 07
NOTE Landlord reserves the right lo modify antl incorportne odditionol iigniige 118
3'-0" mm. cap. ht.
maxalea

SIGN CRITERIA
25 APRIL 2012
Re+ai Shops Tenant dentities Elevations 08
NOTE dl d di y d
119
16'-6'

DRUG STORE TEXT
South Elevation
,jiTil
33'-2"

DRUG STORE TEXT
i- j
East Elevation
azalea

SIGN CRITERIA
25 APRIL 2012
Drug Store - Elevations 09
NOTE londlord reserves the right lo modiTy and inco+poitile oddi+ionol iignage 120
T
North Elevation
West Elevation
azalea

SIGN CRITERIA
25 APRIL 2012
Drug Store - E evations 10
NOTE L if diTy d Cl(l:
121
TOTAL SIGN AREA = 15 SQ. FT.

MAXIMUM HEIGHT = 5 FT.

A, Bi3it -l" /"-APALUINMTIENDUTMOMMOANTUcMHENT
PROJECT COLOR.

TENANTLOGO. i

PAINTED ALUMINUM TRIITI
aazalea SIGN CRITERIA
N ffiffil 25 APRIL 2012
er.:':'.Ye "ir::'-o'o
Drug Store - Tenant Monument l 1
NOTE Lontllotd reserves the ngh+ lo modify and incorporate oddiliontil iignoge 122
azalea REGIONAL SHOPPING CENTER
April 2, 2012

1. GENERAL
Signs are not only eFFec+ive as store identification, but ore Cl source of interest, excitement and good advertising when designed with taste and in harmony with the design standards of the azalea Shopping Center. The sign regulations herein have been established for the purpose of achieving the best possible effect For store identification and ovemll design, while allowing tenant creativity within the limit oF their leasehold. Experience has proven that Clll stores in the Shopping Center will benefit by the establishment of sign controls such as herein set forth.

This sign criteria is not a guarantee of signage, and is subiect to all signage regulations established by the City of South Gate. The design elements, as reverenced in the Sign Criteria, shall be subject to review and approval by the LondlottJ and City of South Gate.

II. APPROV ALS
A. It is a mandotory requirement that the design and construction of the Tenant's exterior signs receive written approval by Landlord prior to City submittals, fabrication and ins)ollation.

Landlord's approval shall be based on:
l. Conformity to this sign criteria established for the center, including the fabrication and method of installotion.

2. Harmony and compatibility of the proposed sign with the approved design standards oF the Shopping Center and co-tenants.

3. Conformity to City of South Gate's requirements.

Landlord has the specific right to refuse approval of any sign design, which does not conForm to the specific criteria set Forth herein. A request For an exception to any of the provisions of the Sign Criteria shall be made in writing by the tenant and shall be subiec+ to review and approval by the landlord and the City of South Gate.

B. To secure Landlord's approval, Tenant agrees to conform to the following procedures:
l. Submit full-size PDF format package of the detailed sign design to Landlord's representative.
azalea

SIGN CRITERIA
25 APRiL 2012

2. All sign design and specifications shall be prepared by o reputable licensed sign contractor. The sign drawing shall indicate the Following information:
a. A scaled storefront drawing reflecting the proposed sign design and 011 dimensions, C)S it relates to the storefronts elevaiion and teor or side e!evation of Tenant's building.
b. A site plan and elevation indica+ing the exaci location of each Tenant's sign CIS it relates to the building.
c. A detailed through section of the sign antJ building Fascia to show its construction am:l method oF aitachment.

Cl. All Plexiglos colors, paint Finish colors with color swatches antJ material speciFications.
e. Neon rubing sizes, colors and intensity.

3. Unless Landlord has received the required submittal of a detailed sign design CIS set forth above, LantJlord will not approve Tenant's exterior signage.

A. All drawings marked "Disapproved" or "Approved as Noted" shall be re- submitted CIS here and af:iove set Forth in section II parograph "B" with the requiretJ corrections. Tenant or its sign contractor shall not be permitted to commence installation of any exterior sign, unless )he following conditions are met:
a. A stamped set of the Final sign drawings reflecting Landlord's approval are received and re+ainetJ on Tenant's premises at Clll times during the installation of sign and signs for a period of thirty (30) CIOYS thereafter. tr. No sign shall be instolled unless the Landlord approved signage plans are submitted to the City of South Gate For permits and approval. The sign contractor shall ensure that all signs and the installation thereof complies with all applicable zoning, building and electrical codes.

Ill. GENERAL SIGN CRITERIA AND RESTRICTIONS
A. ANCHOR TENANTS: (150,000 sq. ft or greater)

1. Each Tenant shall be permitted a maximum of three (3) illuminafetJ channel letter sign, including logotype identiFication, on the Front elevo+ion of Tenant's Premises. The totol combined signage area For each Anchor Tenant shall be subiecf to compliance with all applicable City of South Gate's Municipal Code provisions but not to exceed C) total of500 square feet. The sign oret:i shall be centered vertically antJ horizontally on the Front fascia oF+he tenant's building above the entrance. Signs shall be located only within the space and surface specifically provided for it on the )=iuiltJing in accordance with the requirements of the approved sign criteria. Total combined length of signoge shall not exceetJ 70oA of leasehold Frontage of Tenant's building.

Signage Criteria l 2
NOTE lontllord reserves the right to modiTy ontl incorporate oddilionol iignoge 123

2. Landlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectural design of the building and cemer.

3. Maximum letter height of Tenont shall not exceed eight (81 feet and shall be subiect to compliance with all applicable City of South Gate's Municipal Code regulations.

4. Request For double line letters and established tmde logos may be approved by Landlord at its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

B. JUNIOR ANCHOR TENANTS: %45,000 sq. ft - l 49,999 sq. ff)

1. Each Tenant shall be permitted a maximum of one (1) illuminated channel letter sign, including logotype identification, on the front elevation of Tenont's Premises.

2. The total combined signage area for aach Junior Anchor Tenant shall be subject to compliance with all applicable City of South Gate's Municipal Code provisions. The sign area shall be centered vertically and horizontally on the Front Fascia of the tenant's builtJing above the entmnce. Signs shall be locatetJ oniy within the space and surFace specifically providetJ For it on the building in accoraance with the requirements of the approved sign criterio.

Total combined length of signage shall not exceed 70% oF leaseholtJ frontage of Tenant's building.

3. Tenants with more than one street Frontage may apply to the Landlord for additional building signs subject to compliance with Clll applicable City of South Gate's Municipal Code provisions.

4. Landlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectuml design of the building and center.

5. Maximum letter height of Tenant shall not exceed seven (7) feet and shall be subject to compliance with Clll applicable City of South Gate's Municipal Code regulations.

6. Request for double line letters and established trade logos may be approved by LantJlord but shall not exceed seven-feet, 6-inches (7'-6"), at its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

C. JUNIOR ANCHOR TENANTS: (15,000 sq. ft. - 4jl,999 sq. ft)

1. Each Tenant shall be permitied o maximum of one (11 illuminated channel letter sign, including logotype identification, on the front elevation of Tenant's Premises.

2. The fotol combined signage area for each Junior Anchor Tenant shall be subiect to compliance with Clll applicable City of South Gate's Municipal Code provisions. The sign areo shall be centered vertically and horizontally on the Front Fascia oF the tenant's building above the entrance. Signs shall be azalea

SIGN CRITERIA
25 APRIL 2012
located only within the space and surface specifically provided for it on the building in accordance with the requirements of the approvetJ sign criteria.

Total combined length of signage shall not exceed 70% of leasehold Frontage of Tenant's building.

3. Tenams with more than one street frontage may C)PPIY to the Landlord for odditional building signs subiect to compliance with all applicable City of South Gate's Municipol Code provisions.

4. Landlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectural design of the building and center.

5. Maximum letter height of Tenant shall not exceed six (6) feet and shall be subject to compliance with Clll applicable City of South Gate's Municipal Code regulations.

6. Request For double line letters and established trade logos may be approved by Landlord but shall not exceed seven (7) Feet, CI+ its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

D. LARGE IN-LINE TENANTS: (4,000 sq. f+. - 14,999 sq. F+) l. Each Tenont shal! be permitted 0 maximum of one (1) illuminated channel letter sign, including logotype ideniifications, on the front elevation of Tenant's Premises. Signs shall be loca+etJ only within the space amJ the surface specifically provided for it on the building in accordance with the requirements oF the approved sign criteria.

2. The total combined signage area For each Inline Shop shall be subject to compliance with all applicable City of South Gate's Municipal Code provisions.

The sign shall be centered vertically antJ horizontally on the front fascia of Tenant's building above the entrance. Total combined length of signage shall not exceed 70% oF leasehold Frontoge of Tenant's building.

3. Tenants with more than one street Frontage may CIPPIY to the londlord for additional building signs subject to compliance with all applicable Ciiy of South Gate's Municipal Code regulations.

4. Londlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectural design of the building and center.

5. Maximum letter heigm of sign shall not exceed four (4) feet for single line and five (5) feet for double line. All signs must be in compliance with all applicable City of South Gate's Municipal Code regulations.

6. Request For double line letters and established trade logos moy be approved by LondlortJ at its sole discretion antJ shall ire in compliance with all applicable City of South Gate municipal code regulation.

Signage Criteria l 3
NOTE landlord reserves the right lo modify ontl incorporate additional iignoge 124
E. INLINE SHOPS TENANTS: iUp to 3,999 sq. ft.)

1. Each Tenant shall be permitted o maximum of one (1) illuminated channel letter sign, including logotype identifications, on the front elevation oF Tenant's Premises. Signs shall be located only within the space and the surface specifically provided for it on the building in accordance with the requirements of the approved sign criteria.

2. The total combined signage area For each Inline Shop shall be subject to compliance with all applicable City of South Gate's Municipal Code provisions.

The sign shall be centered vertically and horizontally on the front Fascia of Tenant's building above the entmnce. Total combined length of signage shall not exceed 70oA> of leasehold fromage oF Tenant's building.

3. Tenants with more than one street frontage may apply to the LantJlord for additional bui!ding signs subiect to compliance with all applicable City of South Gate's Municipal Code regulations.

4. Landlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectut'ol design of the builtJing and center.

5. Maximum letter height of sign shall not exceed three (3) Feet For single line and Four (4) feet For double line. All signs must be in compliance with Clll applicable City of South Gate's Municipal Code regulations.

6. Request for double line letters and estoblished trade logos may be approved by Landlord at its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

F. SINGLE USER PAD TENANTS112,000 sq. ft or greater)

1. Each single user pod tenant shall be permiffed a totol of three (3) illuminated channel letter signs, including logo+ype identification, on the Front, side or rear of Tenant's Premises, subject to compliance with all applicable City of South Gate's Municipal Code regulations. Signs sholl be located only within the space and surface specifically provided For it on the building in accordance with ihe requirements of the approved sign criteria.

2. All channel letter signs shall be moumed on the elevations oFTenant's leasehold premises with the total combined signage area For each Single User Pad subiected to compliance with all applicable City of South Gate's Municipal Code provisions. The sign shall be centered vertically and horizontally antJ total combined length of signage shall not exceed 70o/o oF leasehold Frontage of Tenant's building.

3. Landlord shall reasonably approve the location of the Tenant signs, which shall be in keeping with the architectural design of the building amJ center

4. Maximum letter height of sign shall be four (4) feet and shall be in compliance with all applicable City oF South Gate's Municipal Code regulations.

5. Request for double line letters and established trode logos may be approved by Landlord CI+ its sole discretion antJ shall be in compliance with oil applicoble azalea

SIGN CRITERIA
25 APRIL 2Cn2
City of South Gate municipal code regulation.

6. Subiec+ to LamJlord approval, Tenant, CI+ its sole cost moy erect one (1) internally illuminated single-tenant freestanding monument sign on the side of the project site fronting Firestone Avenue.
a. Size: The overall height of the sign shall not exceed five (5) feet and is subject to the City of South Gate regulations.
b. Location: A site plan indicating the exact location oF the freestantJing sign and as shown on this sign criteria shall be submitted to the South Gate's Planning Department For approval. The freestanding sign shall be placetJ within a landscaping planter area and shall be located a minimum oF Five (5) Feet from any property line and 3'-0" From all driveways and drive aisles proposetJ on the site.
c. Design: Prior to installation, the Tenant shall submit elevations and construction plans for the proposetJ sign to the Londlord and to City of South Gate For opproval anti permits. The monument sign shall inclutJe design Features ond decorotive building materials to compliment the architectural style of the cenier.

G. SINGLE USER PAD TENANTS (up to l 1999 sq. Ft)

1. Each single user pad tenant shall be permitted a total of three (3) illuminated channel letter signs, including logotype identification, on the Front, side or reor of Tenant's Premises, subject to compliance with all applicable City of South Gate's Municipal Code reguiations. Signs shall be located only within the space and surface specifically provided For it on the building in accordonce with the requiremems oF the approved sign criteria.

2. All channel letter signs shall be mounted on the elevations of Tenant's leasehold premises with the total combined signage area For each Single User PCICI subiected ko compliance with Clll applicable City of South Gate's Municipal Code provisions. The sign shall be centeretJ vertically and horizontally antJ total combined length of signage shall not exceed 70% oF leasehokl Frontage of Tenant's building.

3. Landlord shall reasonaf:ily approve the location of the Tenont signs, which shall be in keeping with the orchitec+uml design of the building and center

4. Maximum letter height of sign shall be four (4) feet and shall be in compliance with all applicable City of South Gate's Municipal Code regulations.

5. Request for double line letters and es+ablishetJ trade logos may be approved by LamJlord at its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

H. MULTI-USER PAD TENANTS
l. Each multi-user pad Tenant shall be permitted a maximum of two (2) illuminated channel letter signs, including logolype identification, on the Front and rear oF Tenant's Premises, subiect to compliance with Clll applicable City of South Signage Criteria l 4
N OT E l on dlo r CI T e s e t v e s i he t i gh l l o mo (li Jy O nd i n cO T PO T a I e 0d di +i on ol s i gn Cl ge 125
Gate's Municipal Code regulations. Signs shall be located only within the space antJ surface specfically provided for it on the building in accortJance with the requirements oF the sign criteria.

2. All channel letter signs shall be mounted on the elevations of Tenant's leasehold premises with the total combined signage area for each Single User Pad subiected to compliance with all applicable City of South Gate's Municipal Code provisions. The sign shall be centered vertically and horizontally and total combined length of signage shall not exceed 70% of leaseholtJ frontage of Tenant's building.

3. Tenants with more than one street Frontage qntJ/or located on an "End Cap" may apply to the londlord for a third elevation sign subiect to compiiance with all applicable City of South Gate's Zoning Ordinance regulations.

4. Landlord shall reasonably approve location of Tenant signs, which shall be in keeping with the architectural design of the building and center.

5. Maximum letter height of sign is three (3) feet for single line and Four (4) feet For double line. All signs must be in compliance with Clll applicable City of South Gate's Zoning Ordinance regulations.

6. Request for double line letters and established trade logos may be opproved by LantJlord at its sole discretion and shall be in compliance with all applicable City of South Gate municipal code regulation.

1. DRIVE-THRU SIGNAGE
l. Drive-Thru Direc+ional: Shall comply with oil applicable City of South Gate's Zoning Ordinance regulations. Drive-Thru tenants may provide Cl maximum of two (2) direc+ional signs. The ovemll height of the signs shall not exceed 4'0".

Sign area shall not exceed six (6) square feet. Each tenant shall be permitied one (1) neon illuminated "Open" sign not-to-exceed two (2) square feet in size.

2. Menu Signs: Drive-thru tenants may provide one 11) Freestonding menu sign.

The overall height of the sign shall not exceed seven (7) feet. Sign area shall not exceed eighteen (18] square Feet in size.
o. Location: The applicam shall indicate the location of all proposed signs on the final site plan to be approved by Landlord and )he City oF South Gate.

6. Detail: Details For precise menu signs shall be submitted by individual tenants For approval by the Landlord and the City of South Gate. c. Directional Wall Signs: Drive4hru tenants may provide up to two i2) direc+ional Wall signs. The size, design and location of the sign shall be subiect to review and approval by the LamJlord am:l the City of South Gate.

J. ATLANTIC AVENUE MULTI-TENANT FREESTANDING PYLON SIGN

1. Description: The developer shall erect one (1) internally illuminated multi- tenant freestam:ling PYLON sign on the side of the project site fronting Atlantic §azalea

SIGN CRITERIA
(A) ffi!125 APRIL 2012
Avenue.

2. Size: The overall height of the sign shall not exceed 55 Feet.

3. Location: A site plon indicoting the exact location of the freestonding sign shall be submitted to the Planning Department For approvol. The Freestanding sign shall be placed within a landscaping planter area and shall be located o minimum of Five (5) feet from any property line and 3'-0" From 011 driveways and drive aisles proposed on the site.

4. Tenant's space on the freestanding sign shall be subject to Landlord approval.

Each Tenant shall be responsible to reimburse Landlord its Pro-Rata share plus administrative costs to construct and permit such pylon sign. Furthermore, Tenant shall be responsible For its individual panel cost (creation and installation). The maintenance and lighting of such sign(s) shall be included in Tenants Common Areo costs.

5. Design: Prior to installation, the developer shall submit elevations and construction plans For the proposed sign to the Planning Department For approval and permits. The free-stantJing pylon sign shall include design features and decorative building materials io complement the orchitectural style of the center.

K. FIRESTONEBOULEVARDMULTI-TENANTFREESTANDINGPYLONSIGNS l. Description: The developer shall erect two (2) infernally illuminated mul+i4enanf Frees+anding PYLON signs on the side oF the project site Fronting Firestone Boulevard.

2. Size: The overall height of the signs shall not exceed 55 feet.

3. Location: A site plan indicating the exoct locations oF the freestanding signs shall be submitted to the Planning Department for approval. The freestanding signs shall be placed within o landscaping plamer araa and shall be located a minimum oF five (5) feet From any property line and 3'-0" From Clll driveways ond drive aisles proposed on the site.

4. Tenant's space on the Freestanding signs shall be subject to Landlord approval.

Each Tenant shall be responsible to reimburse LondlortJ its Pro-Rato share plus administrative costs to construct and permit such pylon signs. Furthermore Tenant shall be responsible for its individuai panel cost (creation and installation). The maintenance and lighting oF such sign(s) shall be includetJ in Tenants Common Area costs.

5. Design: Prior to installation, the developer shall submit elevations and construction plans For the proposed signs to the Planning Department For approval and permits. The free-standing pylon signs shnll include design Features and decorative building materials io complement the architectural style of the center.

Signage Criteria l 5
NOTE liindlord reserves the right lo modify and incorpoitile oddnionol iignoge 126
L. 710 FREEWAY MULTI-TENANT PYLON SIGN

1. Description: The developer may erect one (1)internally illuminated multi-tenant Freestanding PYLON sign at the 710 Freeway near the Fires+one BoulevartJ exit.

2. Size: The overall height of the sign is to be determined.

3. Location: A site plan indicating the exact location of the Freestanding sign shall be submitted to the Planning Department for approval. The freestanding sign shall be placed within o landscaping planter area.

4. Tenant's space on the Freestanding sign shall be subiect to Landlord approval.

Each Tenant shall be responsible to reimburse Londlord its share plus odministrative costs, CIS determined by Landord, to construct and permit such pylon sign. Furthermore, Tenant shall be responsible For its individual panel cost (creation and installation). The maintenance and lighting oF such sign(s) shall be inclutJed in Tenants Common Area costs.

5. Design: Prior to installation, the developer shall submit elevations and construction plons for the proposed sign to the Planning Departmem For approval and permits. The free-standing pylon sign shall include design Features and decoraiive building materials to complement the architectural style of the center.

M. GENERAL SIGN SPECIFICATIONS

1. The odvertising or informofion content on the sign shall be limited to letters designating the store name and established trade logo as registered with the appropriate State or Federal authority amJ as set Forth in signed leose documents between Tenant and Landlord.

2. All letters shall !:ie chonnel letters with face colors and type styles subject to Landlord and City of South Gate's approval. In the evem the Tenant does not have on estoblished exterior sign identity, the Landlord recommends that the lettering style be designated by the sign contractor to reFlect an acceptable letter style. Established trade logos and signage shall be permitted providing they conform to the criteria described herein.

3. Logo plaques usetJ in coniunction with individual letters shall be considered o part of the sign oreo, and are subject to Landlord and City of South Gate's approval.

4. The Tenant shall pay for all signs, their installation, (including Final connection, transformers, and all other labor and materials) and maintenance. Tenant sign contractor must file, PCIY for, and obtain all required licenses, permits, and approvals From the City of South Gate prior to sign instt>lla+ion.

5. Each Tenant or its sign comrac+or shall be responsible For the repair on any damage to the building causetJ by the installation of said Tenont's sign. Only state licensed sign contractors shall perForm sign installation. azalea

SIGN CRITERIA
25 APRIL 2012

6. Each Tenant shall be responsible for the performance of its sign controcfor.

7. Tenant shall be responsible for removal of their sign within seven (7) days after vacating the site. Removal oF the sign shall include the repair and restoration of the wall surFace back to the original condition, and shall umJergo final inspection sign off by Landlord and the City of South Gate Community Development Department.

8. Each occupant shall be responsible For keeping Clll signage or grophics on its premises in a store of good repair, in the sole iudgment of Landlord. LantJlord shall inform occupant, in writing, of non-compliance with the sign criteria.

Occupant shall moke remedy of specified non-acceplonce condition(s) within thirty (30-days) From receipt of such written notification.

IV. FABRICATION AND INSTALLATION OF ALL SIGNS SHALL BE SUBJECT TO THE FOLLOWING RESTRICTIONS.

A. The Fabrications amJ installations of oil signs shall be subject to the following restrictions.

1. All channel letters shall be fabricated .050 to .125 aluminum sheets. Letters sholl be fabricatetJ oF welded or stapled aluminum with aluminum backs.

No pop-riveted letters shall be allowed. Channelume, Channel Classic, and Channel letter edge type letters shall not be permitted due )o the rapid deterioration Factor (no exceptions).

2. Letter Faces shall be Cl minimum of 1/8"thick, FICI+ surface colored Plexiglas CIS manuFoctured by Rohm & Hass or approved equivalent. Colors shall be subject to LantJlord approval (except for regisfered trade logos).

3. Rekiiner trim cap shall be 3A" "Plasco" brand medium bronze trim cap edge, unless otherwise approved by Landlord. Refoining screws shall be #07 x 3/8" Phillip type sheet metal screws. All trim cap-retaining screws shall be painted to match trim cap color. Five (5") inch deep letter returns shall be painted C) minimum of two (2) coats oF "Dupom", unless otherwise opproved by Landlord.

4. Neon rubing shall be 13 to 15mm, 4" on center or less.

5. Normal power factor 30 MA transformers shall be used.

6. PK Housings, %ge, or other approved connectors shall be used For all neon tube systems. Letters shall be UL Labeled.

7. Concealed fasteners, stainless steel, shall secure all sign letters or nickel cadmium platetJ.

8. No exposetJ incantjescenf or fluorescent lamps shall be permitted.

9. All penetrations of the building structure required For sign installation shall be seale:l to a watertight condition.

10. No signs on raceways.

11. No sign company labels shall be permittetJ on the exposed surface oF signs Signage Criteria l 6
NOTE landlord testtvei ihe right lo modify and incorporate additional iigniige 127
except those required by Underwriters Laboratories, which shall be placed in an inconspicuous location on first letter only.

12. All channel letters shall have a 3/16" diameter drain home at bottom of every letter. All Signs shall be fabricated and installed with UL approval in compliance with all applicable building and electrical codes. '13. The lantJiord shall be responsible for providing primory electrical service terminations to the signage area on the rear side of the foscia WCIII.

14. All signs shall conceal Clll necessary wiring, transformers, ballasts, stariers, and other necessary equipmem within their individual letters or behind storefront construction.

15. The Tenont's sign contractor shall be responsible for verifying all conduit, transformer locations and point of service prior to Fobrication.

V. NON-CONFORMANCE
A. Field installation changes shall noi be permitted without first notifying the Landlord in wri+ing. In the event that the placement and location of any sign differs from the approved plans, the sign company shall be responsible for all repoirs and relocation of the sign to its approved location at the expense of the sign company.

B. Tenant shall correct any sign that is instolled by Tenant, which is not in conformance to approved dmwings, within fifteen (15) days after written notice by Landlord.

In the event Tenant's sign is not brought into conFormance within said Fifteen (15) day period, then Landlord shall have the option to correct said sign at Tenant's Expense.

Vl. PROHIBITED SIGNS
C. NO BOX-TYPE SIGNS SHALL BE PERMITTED EXCEPT FOR STATE OR FEDERALLY REGISTERED LOGOS APPROVED BY LANDLORD- No animated, flashing or autJible signs shall be allowed. No exposed lamps shall be permilted.

D. No signs shall be permitfetJ on any rooFtops, awnings or other areas not intended For sign installations.

E. No temporary signs of any nature shall be accepted without prior written approval by the Landlord and the City of South Gate.

F. SIGNS ON DOORS, WINDOWS, and FIRE ESCAPES- No window signs shall be permitted except as noted herein. No sign shall be installed, relocafed, or maintained SO CIS to prevem Free ingress or egress From any door. No sign of any kind shall be attached to a standpipe except those signs, CIS required by code or ordinance.

G. ANIMATED, AUDIBLE, OR MOVING SIGNS- Signs consisting of any moving, swinging, rolating, flashing, t=ilinking, scintilla+ing, Fluctua+ing, or otherwise animated light ore prohibited.

H. VEHICLE SIGNS - Signs on or affixed to trucks, automobiles, trailers or other vehicles which advertise, identify, to provide direction to o use or activity not related to its lawful making oF deliveries or sales of merchandise or rendering of service from such vehicles, is prohibited.

1. LITE BULB STRINGS AND EXPOSED TUBING - External displays, other than temporary decorative holiday lighting, which consist oF unshielded lighi bulbs, and open, exposed neon or gaseous light rubing, are prohibited. The Landlord hereto may gmnt an exception when the display is an integral part of the design character of the activity to which it relates.

J. NO BANNERS, PENNANTS OR BALLOONS USED FOR ADVERTISING PURPOSES - No flags, banners, or pennants, or a combination of it shall be permitted except CIS approvetJ by Landlord amJ the City of South Gate. azalea

SIGN CRITER A
25 APRIL 2012
Signage Criteria
NOTE Londlrird reserves the right lo modify ornd incorporo+e additional iigniige 17 128
CITYMANAGER'S OFFICE Item No. 4
JUL 12 2023
l;)':;'of' Ciffl of South Gate

CITY COUNCIL
AGENDA IaJ[LL
Public
For the Regular Meeting of: July 25, 2023
Ori i i Department: Public Works
Works Director: ' l / (, J 'A City Manager:

A turo Cervantes
SUBJECT: AMENDMENT N0. 1 TO CONTRACT N0. 2022-55-CC MASTER

COOPERATIVE AGREEMENT WITH LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ('GMetro") FOR THE WEST SANTA ANA BRANCH LIGHT RAIL PROJECT ("WSAB Project")
PURPOSE: To approve Amendment No. I to Contract No. 2022-55-CC to the Master Cooperative Agreement ("MCA") with Metro for the WSAB Project.

RECOMMENDED ACTION: The City Council will consider:
a. Approving Amendment No. 1 to Contract No. 2022-55-CC Master Cooperative Agreement for the Design, Construction and Operation and Maintenance of a Portion of the WSAB Project with the Los Angeles County Metropolitan Transportation Authority; b. Authorizing the Mayor to execute Amendment No. 1 to Contract No. 2022-55-CC Master Cooperative Agreement for the Design, Construction and Operation and Maintenance of a Portion of the WSAB Project in a form approved by the City Attorney; and c. Authorizing the City Manager to execute any future amendments to Contract No. 2022- 55-CC Master Cooperative Agreement for the Design, Constniction and Operation and Maintenance of a Portion of the WSAB Project that are proposed to make any adjustments that are non-substantive and for technical clarifications in a form approved by the City Attorney.

FISCAL IMPACT: None.

ANALYSIS: On July 12, 2022, the City Council approved the MCA with Metro for the implementation of the WSAB Project. The MCA establishes process and procedures for dealing with the light rail construction project that are to be followed by the City, specifically relating to the public right-of-way and existing City facilities. Subsequently, Metro finalized implementation agreements with all cities involved in the WSAB Project. Metro is now proposing an amendment to these agreements to ensure alignment and equal benefit to all cities.

Amendment No. 1 adds express acknowledgements to the recitals that the Agreement does not address any terms and conditions with respect to the 3% local funding contribution credit, or the Land Bank Pilot Partnership as these will be addressed separately. l
129
In the current Agreement, Section 2.4 requires Metro to reimburse the City the cost of resources expended on the WSAB Project. In turn, the City is required to provide resources necessary to meet the scope of work and work schedules, review periods and timelines to keep the WSAJ3 Pro'3ect on schedule. If the City causes a delay and Metro incurs additional costs, the City is required to reimburse Metro for delay costs. Amendment No. l adds language to provide the City an extension of time if Metro does not approve a reasonable request for additional resources from the City in order to comply with its obligations under the Agreement.

Amendment No. I adds an acknowledgement in Section 7.1 that LACMTA will be responsible for any costs relating to the presence or existence of any environmental hazard in, under or about any City Facility if remediation of hazardous materials is required for the WSAB Project, in accordance with the environmental site assessments. This language mitigates the potential for Metro to request funding from the City to pay remediation costs.

BACKGROUND: Metro is preparing for the development of the WSAB Project. The project goals are to provide mobility improvements, support local and regional land-use plans and policies, minimize environmental impacts, ensure cost effectiveness and financial feasibility, and promote equity.

Metro's Long Range Transportation Plan (LRTP) financial forecast, as amended, projects the 1st phase to be $4 billion. A total of $1 billion and $3 billion in Measure M funding becomes available in FY 2028 and FY 2041, respectively.

The WSAB Project was estimated to cost $4.1 to $5.1 billion, according to Metro. The Draft EIS/EIR project cost estimates for the alternatives, based on 15% level of design, are higher than the prior estimate in the Measure M Ordinance and Long-Range Transportation Plan. The entire cost of the WSAB Project from the southern terminus to downtown Los Angeles increased from $4 billion to $8.567 billion (not including Little Tokyo Station), in current dollars, according to the Metro Board Report dated January 19, 2022.

The WSAB Project is a 19-mile light rail corridor from downtown Los Angeles to the City of Artesia. There are two planned stops within the City of South Gate, one at Atlantic Avenue and Firestone Boulevard and the other on Century Boulevard, east of Garfield Avenue, just north of the 105 Freeway. The WSAB will be a significant public transportation facility along the entire 19-mile corridor. This portion of the WSAB Project, while within the existing railroad right-of- way, will have impacts upon existing infrastructure such as utilities, sidewalks, traffic signals, street medians and streets, to name a few. The first segment of the WSAB Project is estimated to take up to ten years to construct (Slauson/A Line station to the City of Artesia) before it is operational.

The WSAB Project development is broken down into five milestones feasibility, environmental, design, construction, and post-construction. In January 2022, the Metro Board of Directors approved the Locally Preferred Alternative (LPA) for the WSAB Project from Slauson/A Line (Blue) in unincorporated Florence-Firestone to Pioneer Station in Artesia, a

14.5-mile segment, and approved a Maintenance and Storage Facility (MSF) in the City of Bellflower. The LPA will advance as part of the analysis in the Final Environmental Impact Statement/Environmental Impact Report (EIS/EIR), expected for Metro Board certification in 2 130
2024. The Board also selected Los Angeles Union Station (LAUS) as the northern terminus for the WSAB Project and directed staff to conduct a separate study to evaluate options for coru'iecting from Slauson/A Line (Blue). The Slauson to Union Station Segment Study is anticipated to be presented to the Metro Board in late summer 2023 and then expected to advance into a separate environmental plaru'iing process, after completion of the Final Environmental Impact Statement/Environmental Impact Report (EIS/EIR) for the LPA.

The Master Cooperative Agreement summarizes the roles and responsibilities the two agencies have in such areas as: Design Approvals, Construction Plan Coordination, Re-Construction of Infrastructure, Maintenance of the new Facilities and Other Support Services.

Primarily, the City's role is providing Metro with requested information, reviewing plans as they relate to public right-of-way within our jurisdiction, issuing any permits, and in some limited cases, undertaking work requested by Metro. In addition, the City will be responsible for paying for anything classified as a "Betterment" by Metro. A "Betterment" is defined as work which is either outside the required scope of the WSAB Project or outside the WSAB Project definition in the environment documents. An example of a "Betterment" could be upgrading a storm drain from an existing size to a larger size to accommodate potential future increased volumes, or maybe improving curb ramps on the opposite side of the street at the time the WSAB Project is upgrading curb ramps adjacent to the WSAB Project.

ATTACHMENTS: A. Amendment No. 1 to Contract No. 2022-55-CC B. Contract No. 2022-55-CC
AC/IB:lc
3 131
Amendment No. 1 to Contract No. 2022-55-CC
Attachment A

MASTER COOPERATIVE AGREEMENT

FOR THE DESIGN, CONSTRUCTION AND OPERATION AND MAINTENANCE OF A PORTION OF

THE WSAB PROJECT
Between

THE CITY OF SOUTH GATE
and

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY AMENDMENT NO. I
This first amendment ("Amendment No. 1") to the Master Cooperative Agreement for the design, construction and operation and maintenance of a portion of the WSAB Project ("MCA"), is entered into by and between the City of South Gate (as defined more fully in the MCA, the "City") and Los Angeles County Metropolitan Transportation Authority (as defined more fully in the MCA, "LACMTA").

In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:

1. Unless expressly defined in this Amendment No. 4 or the context otherwise requires, capitalized terms used in this Amendment No. 1 have the meanings given in the MCA. 2 Pursuant to Section 10.7 (Amendments) of the MCA and subject to the terms of this Amendment No. 1, the Parties mutually agree to modify the MCA with effect from the date on which this Amendment No. 1 has been fully executed on behalf of the City and LACMTA ("Effective Date") as follows:
a) Amendment to Recital C. Recital (C) of the MCA is hereby amended by deleting the existing second and third sentences in their entirety and replacing them with the language in bold as follows:
"(C) The Measure M ordinance requires local jurisdictions to pay three per cent of the total project cost of a major Measure M rail project (known as the "3% Contribution"). This /(grccmcnt doca not addrcaa, and ic not intcndcd to address any tcrmr, and conditions with n:'spcct to any 3% Contribution for thc WS/IB Project by the City. /\ny tcrm: and conditions with rcspcct to any 3o,/o Contribution for thc WS/IB Project by the City, including any k.rmr, rclating to any in kind contributions, will tx. diccur,cd, ncgotiatcd and agnccd by L/ICMT/\ and the City under a scparatc agreement. The Measure M guidelines reflect provisions adopted by the LACMTA Board (including Motion 14.2 (2016-0451) passed on May 26, 2016) that allow for local jurisdictions, through an agreement with LACMTA, to meet all or a portion of their 3% local contribution obligation through first/last mile investments (such portion being the "3% Local Funding Contribution Credit"). This Agreement does not address, and is not intended to address any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City nor any 3% Local Funding Contribution Credit for first/last mile investments. Any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City, including any terms relating to any 3% Local Funding Contribution Credit or other in-kind contributions, will be discussed, negotiated and agreed by LACMTA and the City under separate agreements. Further, this Agreement does not address, and is not intended to address any terms and conditions with respect to the LACMTA Board's Land Bank Pilot Partnership with Los Angeles County Motion (June 2022 and any other relevant dates). Any City participation in, and the terms and conditions with respect to any City participation in, any such programs and initiatives would be discussed, negotiated and agreed by responsible parties under a separate agreement. The City disclaims any liability arising out of or related to the Land Bank Pilot Partnership Motion (June 2022) under this Agreement."
b) Amendment to Section 2.4(d). Section 2.4(d) (Proiect Schedule') of the MCA is hereby amended by adding the language in bold as follows:
1 132
Amendment No. 1 to Contract No. 2022-55-CC
(d) To the extent:
(i) a failure by LACMTA to perform its work and obligations in accordance with the work schedules, review periods and timelines identified in this Agreement and/or any Work Order; or (ii) the rejection by LACMTA of a reasonable request by the City for additional resources under Section 2.4(ai
results in a delay to the peformance of the City's work under a Work Order, the City will be entitled to an equivalent extension to the affected deadline and any other relief expressly contemplated under the terms of the applicable Work Order (including, where the City is performing Design or Construction work, any costs associated with such delay)."
c) Amendment to Section 7.1 (c). Section 7.1 (c) (Reimbursements to the City) of the MCA is hereby amended by adding the language in bold as follows:
"(c) As described in EXHIBIT 1 (Proiect Description), LACMTA (or its LACMTA Contractors) will be responsible for any environmental site assessments and any remediation of hazardous materials to be peformed on the Project Site for the purposes of the WSAB Project. LACMTA will not be responsible for any costs relating to the presence or existence of any environmental hazard on, in, under or about any City Facility, including but not limited to, any "hazardous substance" as that term is defined under the Comprehensive Environmental Response, Compensation, and Liability Act (42 u.s.c. § 96C)1 et seq.), unless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions or remediation of hazardous materials is required to be performed for the purposes of the WSAB Project in accordance with the environmental site assessments." 3i Except as expressly modified by this Amendment No. 1, the MCA, as modified remains in full force and effect as originally executed. Any future reference to the MCA shall be deemed to be a reference to the MCA as amended by this Amendment No. 1 and as the same may, from time to time, be hereaffer further modified in accordance with its terms.

4. This Amendment No. 1 may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the MCA to be executed by their respective representatives duly authorized.
2 133
Amendment No. 1 to Contract No. 2022-55-CC

APPROVED AS TO FORM

DAWYN R HARRISON,
Interim County Counsel
BY:

Teddy Low
Senior Deputy County Counsel
APPROVED AS TO FORM:

BNva:mg: S's, (:o"rney @
ATTEST:

BY:

Name: Yodit Glaze, City Clerk
"LACMT A"

THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities Code
By:

Name:

Its:
"CITY"

CITY OF SOUTH GATE,
a California municipal corporation
BY:

Name: Maria del Pilar Avalos, Mayor
3 134
Attachment B
Contract No. 2022-55-CC

EXECUTION VERSION

MASTER COOPERATIVE AGREEMENT FOR THE DESIGN,

CONSTRUCTION AND OPERATION AND MAINTENANCE OF A

PORTION OF THE WSAB PROJECT

BETWEEN

THE CITY OF SOUTH GATE
AND

THE LOS ANGEIES COUNTY METROPOLITAN TRANSPORT ATION AUTHORITY 2022

EFFECTIVE DATE
135

EXECUTION VERSION

ARTICLE

CONTENTS
ARTICLE 1. SCOPE AND DURATION
ARTICLE2. GENERALOBLIGATIONS.........

ARTICLE3. DESIGN.........

ARTICLE 4. CONSTRUCTION . ..

ARTICLE 5. BETTERMENTS
ARTICLE 6. OPERATION AND MAINTENANCE
ARTICLE 7. REIMBURSEMENT AND CREDITS
ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE
ARTICLE 9. RESOLUTION OF DISPUTES
ARTICLE 10 MISCELIANEOUS.. ............. .... . .

ARTICLEi1. DEFINITIONSANDINTERPRETATION.. . ........

EXHIBIT 1- PROJECT DESCRIPTION
EXHIBIT 2 - PROJECT PHASES AND PROJECT SCHEDULE
EXHIBIT 3 - PROJECT SITE..... . . .

EXHIBIT 4 - ROLES AND RESPONSIBILITIES.........................

EXHIBIT 5 - DESIGN REQUIREMENTS. . . . .

EXHIBIT 6 - IACMTA SUBMITTAL REVIEW PROCEDURE..... . ..

EXHiBIT 7 - CONSTRUCTION REQUIREMENTS............... . . . ..

EXHIBIT 8 - INSPECTION AND ACCEPTANCE PROCEDURE.

EXHIBIT9-OPERATIONANDMAINTENANCEPRINCIPLES. ..

EXHIBIT 10 - FORMS
EXHIBIT 11- GOVERNMENT AL AND LENDER REQUIREMENTS .

PAGE:
136

EXECUTION VERSION
This Agreement is entered into by and between tide City of South Gate (the "City"), and the Los Angeles County Metropolitan Transportation Authorlty ("LACMTA")
RECrT AL8
LACMTA proposes to devekip and open a new light rail transit line known as the West Santa Ana Branch Transit Cotridor Project (as more fully defined in 4rticle 11 (Defirii4ignB Bnd ln4erpr@fatiqn}, the"WSAB Projecf'). As at the date af this Agreement, the WSAB Project is undergoirig an Environmental Impact Statement (ELS)/Environmental Impact Report (EIR) process.

The WSAB Project will serve various cities and communities including )he City and the City intends, by this AgreBment, to facilitate the development and imptenientation ofthe WSAB Project and in parlk,ular the City Portion of the WSAB Projecl
The Measure M ordinance requires local jurisdictions to pay three per cent of the total praject cost of a major Measure M rail project (known as the "3% Contribution"). This Agreement does not address, and is not intended to address any terms and conditions with respect to any 3o/o Contribution for the WSAB Project by the City. Any temis and conditions with resped to any 3% ContribuUon for the WSAB Project by the City, including any terms relating to any in-kind contributions, will be discussed, negoUaied amagreed by LACMTA and the City under a separate agreement.

LACMTA and the City wish to enter into this Agreement in order to identify the rights and obligations between them In connection with the developmen! and implementation of the WSAB Project.

In consideration of ths mutual covenants of the Parties as set out below, the Parties hereby agree as follows:

ARTICLE 1. SCOPE AND DURATION
Scope of Agreement
(a) The City has acknowledged the WSAB Project as a high priority public works project to provide LACMTA with expedited review arid approval procedures in connection with design, design reviews, permitllng, property aquisition, and other authority to be exercised by the City relating to the W8AB project and/or this Agreement. The Parties acknowledge that this Agreement is being entered into while the environmental process is ongoing and the final ELS/EIR is being prepared and the signing of this Agreement by the Cily does not prejudice its right to participate in the environmental process nor does It predetermine the outcome o{ that process. (b) The Parties have entered into this Agreement to:
(i) acknowledga the intended scope, schedule and ste for the W8AB Projecl as set out in EXHIBIT 1 (Pmiect Description}, EXHIBIT 2 (Pmiect Phases and Pmiect 8chedule) and EXHIBIT 3 (Proiect Site) respectively; and
(if) denne the applicable promures, manage the interfaces and regulate the roles and responsibilities and allocation oft.osts between LACMTA and the City, in respect ofthe design, construction, operaUon and maintenance of the WSAB Project as it relates to the City Portion and any Rearrarx)ernents.
(c) LACMTA may procure the design, construction, operation and maintenance of the WSAB Project, including the City Portion, under multiple procurements and :zn)ract padiages and may self-perform parts ofthe design, construction, operat6n and maintenance ofthe WSAB Projeat, including the City Porlion. As at the date of this Agreement, LACMTA contemplates (l) procuring the pertormance Otthe bnabling Wortt8 byOne Or more LAGM IA contractors under one or more contractual packages;
1 137
EXECUTION VER810N
iii) procuring the P3 Project Scope by a LACMTA Contractor under a design, build, finance, operate and maintain agreemeni: and
(iii) istuirlitX) Itlspunsibilily rot petrotman(;H b} LACMTA Ot LACMTA COTltrfflCtOt)i Ofttl8 LACMTA Retained Smpe.
(d) TheCityacknowledgesandagreesthatLACMTAmay:(l)engagetheLACMTAConlractor(s)tocarry out Design. Construction, operation and/or maintenance work with respect to the City Portion including the Design and/or Construction of Rearrangemenls, and (ii) in each LACMTA Contract, require the LACMTA Contractor to comply with certain of LACMTA's obligations uider this Agreement prOVidOd that nothing in th= AgrOOmontwill Create any contractual ralaUonship bOtwtiOn thO City and any LACMTA Contractor and in accordance mth SecUon 10.11 <LimitatR>n on Third Party nothing contained in this Agreement is interded or will be cons!rued as creating or conferring any rights, benefits or remedms upon, or creating any obligations of the City towam, any LACMTA Contractor.
(e) The City ad<nowledges and agrees that LACMTA may change the contrac)ing and procurement strategy and plan fortheWSAB Project, induding the City Portion, r'mqr:rihpA in Ssdinn 1 i(c') (.'sr.npp 7 in itS Sale diSCretiOn. The City rurttier acknowledges that a8 at the date Of thiS Agreement, the WSAB Project Is in the Planning and Procurement Phase and LACMTA may elect:
ii) not to proceed with the WSAB Project; or (ii) to amend the scope of the WSAB Project, each in its sole discretion
(f) LACMTA shall promptly notify the City of any changes to its :sntracting and procurement strategy or to the scope of the WSAB Project that has or is reasonably likely to have an impact on the scope, schedule or roles and responsibilities for the City Portion oa the provisions and procedures set out under this Agreement. The Parties shall use good faith efforts to agree any amendmen!s or supplements to this Agreemen( necessary to be made as a result of any such change notified by LACMTA to the City
Duration of Agreement
This Agrsernent (and all of the rights and obligations under this Agreement) will come into effect on the Effective Date and continue until the first day on which passenger service on the WSAB Project commences, unless temiinated earlier in accordance with the provisions of this Agreement or extended in accordance with Arjlgl@ 6 (QO(Blion and Marntenance} (the"Temi").

ARTICLE 2. GENERAL OBLIGATIONS
aovernance
(a) The roles and responsibilities of the Ci(y and LACMTA are set out in EXHIBIT 4 (Ro/gs and Resoonsibilitiesl.
(b) The City and LACMTA shall each designate an individual or individuals who will be authorized to make decisions and bind the Parties on matters retating to this Agreement (the "City Representative" md "LACMTA Reprtisentatlve", respeaiively). EXHIBIT 4 (Ro/as and provides initial designations. Either Party may change its designated reptesentaUve by providing seven days' prior Notice to the other Party. ((:) LACMTA may establish Working Groups in re!ation to the WSAB Project or partmular aspects of the WSAB Project for the purposes of providing a non-binding forum for LACMTA, the LACMTA Contractors and otherattendees to monitor the progress of the WSAB Project, tt. consider issues, Or potential isaues, and to present. undemtand and discuss proposed solutions with respect to the WSAB Project. On LACMTA's written request, the City shall ensure the attendanm (in person or via videoconferenoe or leleconference) ofthe City RepresentaUve (or a delegate) at any Working Group meeting hsld wilh respect to the City Portion during nomisl business hours and upon reasonable 2 lo138

EXECUTION VERSION
notice. Any Working Group meeting attended by the City RepresentaUve (or a delegate) is consultative and advisory only and nothing which occurs d.iring any such Working Group meeting and no information that is presented during any such Working Group meeting will:
(i) affect the rights or obligations ofeither Party under triis Agreement; iii) entitle a Party to make any claim against the other; iiii) relieveaPaityfrom,otalteroraffect,aParty'sliabililiesorrasponsibilitieswhetherunderthis Agreement or ott+erwise acotdiqg to Applicable Lavi; iiv) prejudice a Party's rights against the other Party whether under this Agreement or othemise according to Applicable Law or
;v) be oonstrued as a direction by a Party to do or not da anything.

Annual Work Plan
(a) LACMTAandtheCitywillmoperatetodevelopanagreedAnnualWorkP1anforeachLACMTAFiscal Year during the Term, in accordance with the following provisions:
'iD not later than February 28 of each LACMTA Fiscal Year during lhe Temi (or in the case of the first partal LACMTA Fiscal Year during the Term. no later than 30 days after the date of this Agreement), LACMTA shall provide the City with information with respect to anticipated Work Orders, including a list of each nem of work or scope of activiUes or services that LACMTA anticipates to request or require from the City during the upcoming LACMTA Fiscal Year, and the estimated start and finish dates for lhe item of work or gope or activities oy services that LACMTA anticipates to request or require from the City; 'lii) within 30 days afler the City's receipt of the required information ffom LACMTA pursuant to Section 2.2(a)(i) (pnnuai Wbr* pianl, the City shall submit a prellminary annual Work plan to LACMTA for the upcoming LACMTA Fiscal Year, which will include an estimale of the Costs under the anticipated Work Orders for whicli lhe Cily stiall require ieimburseinenl, iiii) promptlyandinanyeventwithinl5days'afierLACMTAreceivesthepreliminaryannualwork plan rtotn the City pursuant to Section 2.2(aXii> (Amuat Work Planl. the City and LACMTA will meet to review the preliminary work plan and negotiate in good faitF such issues as are necessary in order to finalize and agree the annual work plan for the upcoming LACMTA Fiscal Year; and
%iv) nok later thari April 30 of the then current LACMTA Fiscal Year, LACMTA shall notify the City of the agreed annual work plan for the upcomlng LACMTA Fiscal Year (each such agreed annual work plan, an "Annual Work Plan").
(b) Section2.3(e)(WorJtOrders)sliallapplynotwithstandingthatthePartiesmayagreeanAnnualWork Plan settirx) out the schedule of antlcipatsd Work Orders.

Work Ordem
If the City is required to peform work ard/or provide support and/or services under the provisions of this Agreement or LACMTA requests that the City perform work and/or provide support and/or aervioes under the provisions of this Agreement, Ihe City shal! submit a Form 60 to LACMTA to estimate the total eFort and Costs for which the City shall require reimbursemenl with respect to that scope oFwork.
(b) If LACMTA approves a Form 60 submilted to it by the City with respect to a scope of work under Section 2.3(a) (Worx Orders) without requiring any changes or additions, LACMTA will Issue a Work 3 139

EXECUTION VERSION
Ordet to the City for such scope of work and following receipt of that Work Order, the City must promptly commence the work authorized under that Work Oder. (c) EachWork0rderissuedbyLACMTAtothaCityinaccordonccmththia/(graementehallepecifythe work authorized to be performed and any materia!s orequiprrent to be acquired. the amountof money ihat lhe City will be reimbursed for the aulhorized work as agreed under the appRcable Form 60, and a schedule, including the estimated starllng and finishing dates for the authorized work. (d) If LACMTA requests changes or additions (including any addllional or supplemental provisions) ko a t-orm 80 submitted to ttbytheCity with respectto a smpe ofwork under Section 2.3(al lWork Orders> prior to Issuing a Work Order, the Part's shall ne0rilimp in nod faith such r.hangps or adrliiinns upon agreement ofany such changes or additions (and any necessary City council approval for such changes or additions), LACMTA will issue a Work Order to the City for the applicable scope of work, with the agreed changes or additions and following receipt ofthat Work Order, the City must promptly and without delay (and in any case wi(hin 10 days of issuano by LACMTA) accept any agreed changes or additions to ths applicable Form 60 by counter-signing the Work Order or oUierwise by 'hritten acceptance by the City Represeitative, in each CatiO followeid by ptompt commenoement of ihe work authorized under that Work Order. If the City fails to accept ttie Work Order within 10 days, the Work Orderwill be deemed to be accepted by the City. Nothing in this shall prohibit LACMTA from apptoving a Form 80 under Section 2.3(b) lWork Orders) in part and authorizing the City to commence the approved part of the scope of work In accordance mth that Form 60. (e) TheCityshallnotbeauthorizedtodoanyworkandshallnotbepaid,creditedorreimbursmforcosts ar expenses associated with ant/ Work perfomied in connection wiih a Rearrangenient or the City Portion or otherwise under the provisions of this Agreement, that Is not expressly authorized by a Work Order. as may be amended pursuant to Section 2.3(fi lWork OrrhlrSl.

Except in lhe case of a change required due to an emergency (which notiflcation may be given orally end any emergency work commenced before being confirmed In writing to LACTMA within three :iays), the City may subiriit proposed changes to a Work Order in writing to LACMTA for approval. such approval to not be unreasonably witHheld or delayeid If approved, the City may peform the work in accordance with the authorized change.
(g) LACMTA may termiqate any Work Order at any lime at its sole discretion, ptovlded that the City will be entitled to reimbursement in amrda'ice with this Agreement for Costs, ifany, already incurred (h) The City shall promptly notify LACMTA ff at any time it antic$ates:
(i) exceeding 75"/fi of the total estimateid Costs under aiy Work Order within the next 60 days; (ii) thatthetotalCostsunderanyWorkOrderwillbeinexcessof10%greaterthanpreviously eaumated Costs; or
(iii) that the estimated finishing date will be laler than the date stated in lhe Work Order, and shall request an amendinent to such Work Order pursuant to Section 2.3(fl lWork Qrdor*'l.

Project Schedule
(a) The City agrees to cooperate and coordinate mth LACMTA In accordance with the provisions of this Agreement in order for LACMTA to ach eve the Project Schedule and subject to LACMTA agreeing to the reimbursemeit of the cost of the applicable resources in accordance wilq Section 2,3 (WOrk OH%3)1 and 7,j (Reimbg(Be(nepts /@ ffH) Qi(y), to allocate sufficient staff and other resources necessary to provide the level of service required to meet the scope of work and work sche=dules, review periods and Umelines identified iri this Agreement and any Work Orders. Ifthe City determines that, notmthstandingltscompllanoewithitsob%)ationsundetthis,addiUonalpersonnel or other resourcea (including through the use of City Contractors) are required to mitigate the risk ol 4 140

EXECUTION VERSION
delay in performing the scope of work within the defined schedule, the City may submit a proposed change to a Work Order in accaydance with 6Hjion 2.3(Q (!Ah)rk Orders}. (b) If the City fails to carry out any work or obligations for which it is tcsponsibk' under tha proviaiona of Ihis Agreement andtor any Work Order In accordance with the work schedules, review periods and limelinss identified in this Agreement am the applicable Work Order, and such failure is attribu!able lo the City, then, to the extent such delay diret,tly causes: (i) LACMTA to incur additional costs; or (ii) a delay to the WSAB Project, the City must reimburse LACMTA for all actual and documented costs and expenses incuned or arising out of such delay. The City shall pay such costs to LACMTA within 90 days of receiving an invoice from LACMTA. If )he Parties agree, LACMTA may deduc) the amount due from the City to LACMTA pursuant to this from payment(s) due to the City. (c) Without limiting any other rights under this . if: (i) the City fails to carry out any work for which it is responsibe under the provisions ofthis Agreement in accordance with the work schedules, review periods and timelines identified in lhis Agreement and the applicable Work Order; or (ii) LACMTA reasonably determines that the City will be unable to timely complete such work, LACMTA may by Notim to the City suspend the affected element of the City's wotk and LACMTA may perTom IhB remaining work. If LACMTA takes ovsr work in accordahce with this Section 2.4(c), the City shall cooperate and assist LACMTA in accordance with the provisions of this Agreement (d) To the extent a failure by LACMTA to peform its work and obl5alions in accordance with the work schedules, review periods and timelines identified in this Agreement and/or any Work Order results in a delay to the performance of the Ci%i's work under a Whirk Order, the City will be entitled to an equivalent extension to the affected deadline and any other relief expressty contemplated under the provisions of the applicable Work Order.

Permits
(a) The Parties acknow!edge that pursuant to Applicable Law, LACMTA is not subject to zoning, building or design review, or construction pemiitting ordinances of the City when constructing the City Portion. (b) [email protected](al(Pormfts'ioriherequ:rementsseioutinext-miin(g(in5truc*on Reauirements):
the City will ssue a blanket Pemiit Notification to cover the Cily Portion; 'lii) for those permits and fees set out in the Permit Notification, the City will not exercise or otherwise atkempt to assertpermitting authority over, and will not require the payment of fees or ths posting ofbonds for or insuranoe 5y LACMTA or any LACMTA Contractor for, any work contemplatad in tho City Portion or otherwise undor tho provisions of this Agraamont; :iii) anyprocassngproceduresorbmelinesspecifiedinthePermitNotificationwillbealignedwith the procedu'es and timelines specifled in this Agreement and will otherwise be streamlined as necessary to assist in ths timely delivery of the Ci7 Portion in accotdance with the Project Schedule; and
:iv) except for Cost reimbursement expressly provided under a Work Order, the Clty waives the payment of any permit Costs for pemiits identified in the Permit Notification. (c) To the extent any mnflicts exist or anse between the ptovisions of the Permit Notification and the arovislons of this Agreement, the proviskins of this Agreement shall govern. (d) If requested by LACMTA, the City will provide reasonable assistance to LACMTA and the LACMTA Contractors in relation to any applicaUon by LACMTA or a LACMTA Contractor for a Governmental Approval or other Governmental Entity or third party approval nalating to or arising from, the design, construcUon, operaUon or maintenano of the City Portion. 6 /3141

EXECUTION VERSION
(e) WithoutprejudlcetothegeneralityofSec%ion2.5(d)(Permf{5ltheCityacknowledgesandagreesthat unless otherwise agreed between LACMTA and the City, LACMTA may prepare, subject to concurrence by the City (which concurrence may not be unreasonably delayed or withheld), plans and applications for the estahlishmsnt of strsst qnd psdsmrqn crnssir4s with I ACMTA's rail transit (racks, their subsequent maintenance or alteration and their operation, for submission to the CPUC.

To the extent required by Applicable Law, the state rite marshai and the City fire department shall review such plans and specifications and perform inspections as needed throughout the Construction of the City Portion.

Coordination of Work
(a) Exoept in the case of Adjacent Work required as a result of an emergency (which notification and coordination may oa,ur as soon as reasonably practicable after the occurrence of the emergency), ihe City will promptly notify LACMTA upon becoming aware of any proposed or planned Adjacent Wotk and will take afl reasonable actionswithin its powers, to coordinate the design and performance of any Adjacent Work with LACMTA so that such Adjacent Work shall not pose a safety hazard or interfere with, disrupt or delay the design, construction, opeiation or maintenance of the City Porlion Including by:
(i) complying with the provisions of this and LACMTA's standard procedures for Adjacent Works:
(ii) totheextentrequestedbyLACMTAfollowingltsinitialsgeeningtakingintoaccountproximity of the Adjacent Work to the City Portion, adjacency conditions, and the potential to impact the Cily Portion and otherwise conducted in accordance with LACMTA's standard procedures for Adjacent Works, delivering copies of designs and plans for the Adjacent Work to LACMTA and giving LACMTA the right to review and comment on the deslgns and plans for the Adjacent Work and to approve the final designs and plans for the Adjacent Work; and (iii) to the exteni LACMTA reasonably determines and notifies the city that the Adjacent Work will, In whole or in part, pose a safety hazard or interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion, coordinating the Adjacent Work or suspending the Adjacent Work or the relevant part of the Adjacent Work (as applicable). (b) TheCitywill,andwilltakeallreasonabteactionswilhinitspowerstoeinsurethatanyCityContractor or third party perforfnlng an9 Adjacent l"VOrk, City ConstruCtion WOrk Or City Maintenance Work is obligated under contract and/or a permit proemss to:
(i) fully co-operate and coordinate wiih LACMTA and the LACMTA Contractors int,luding:
(A) attending interface definition and coordination meetings upon reasonable requesi and
(B) provding any other Interfaoe data reasonably requested by LACMTA or the relevant LACMTA Contractor and ne>ssary to complete interface coordinatlon; (ii) performtheAdja>ntWork,CityConstrudionWorkorCityMaintenanceWork(asapplicable) so as to mirimize any interfererce with or dlsruption or delay to consVction, operation or maintenan> of the City Portion or any other part oFthe WSAB Project; (iii) comply with LACMTA's ot tne relevant LACMTA Contractor's site access, track allocation/work permit procedures and work health aaid safely policies and procedures; and (iv) promptly advise IACMTA of all matters arising out of the Adjacent Work, City Construction wo* Or City Maintenance WOrk (AS applicable) mat mad Interfere with, disrupt, delay or othemise have an adverse effect upon the City Portian or any other part oFthe WSAB Project. 8 /4142

EXECUTION VERSION
Franchise Rlghbi
(a) After receipt of a written requestfrom LACMTA far the Ci$ tOexercise i(g Tran(.htS8 RIGHTS With respeC,t lO ri ii)ility whoss fa61iliss conflict with the City Portion, the City will:
(i) within 10 days of receipt of suci written request, cootdinate with LACMTA to send written notice to the applicable utility owner instruc!ing it to relocate or remove (he conflicting utility at thaf utility owner's expense pursuant to the City's franchise rights:
(ii) within the time pertods requited under the applicable 10(,Ell, state and/or federal govemment codes, send all such notices as are required to be sitimiited for each of the processlnq Steps required by locali State, and federal government codes in order for the City to exercise its franchise rights with respect to that conflicting utility (including, at a minimum, a utility claim letter, record of investigations, draft utility agreements and/or utility certtficallons) and (iii) undertakesubsequentenforcementaciionstoenforceitsfranchiserlghtswithrespet,ttoihat conflicting utility in the event no action is taken by the applicable utility owner In response to a notice issued umer SecUon 2.7(a) (Fmnchise Riqhtsl. (b) LACMTA and the aty shall co-operate and coordinate In executing the necessary documents for each step set out in Section 2.7(al (Fmnchise Riqhtsl. Sections 2.2 (Annual WorkPlon> and will apply to any support and/or services required to be provided by the City under the provisions of this Section 2.7.
(c) Following the exercffie of the City's franchise rights with respect to a conflicting utility pursuant to 8ection 2.7(a) (Fiaix;hise Rrqhls}, llis Cily will cuuidiiiale the design arid perrorinance of the utility relocation or removal work performed by the utility owner witi LACMTA so that such utility relocation or removal work shall not interfere with, disrupt or delay the design. construction, operation or maintenance of the City Portion including by'
(i) delivering copies ofall designs and plans for the utility relocation or removal work to LACMTA and giving LACMTA the right to tevmw and comment on the designs and plans for the utility relocaUon orremovol work and to approve tho final dosigns and plans forthe utility relocalion or removal work; and
(ii) otherwise ccmplying with Secgi@n 2.6 Ig)g(ditu3fign gf vyg(8} with respea to the coordination of the ulillty ielocation or removal work.
(d) LACMTA's approval of a utility owner's design umer Section 2.7(g)(i) (Fr<in@hOH fi4qt(IBI will not relieve the relevant utility owner or its con!ractors from professional liability (errors and omissions) as the design engineerof record for any utility relocaUon or removal work performed l)Y the utility owner (+r Its contractors,
Governmental and Lender Requirements
If the WSAB Project is subject to financial assistance provided by loan agreements with the u.s. Department of Transportation, Federal Transit Administration, other Governmental Entities, and/or financial institutions provlding grants, funding or financing, the Parties will comply with thetemis and conditlons setout in It 10gw)rn(liental and LenrMr Requimments) and any additional prescribed governmental and tender requirements set out in a Work Order or otherwlse under the applicable grant funding or flnancing agreements notified to the City.

Accna
If, pnor to LACMTA's sdieduled date of commencement of Construction work In a part of the City F'ortion, any Rearrangemem is neossary to eliminate a conflict, the City may grant to LACMTA and/or its deslgnee suffl*nt rights, if necessary, to allow LACMTA to proceed with invesUgation of exisUng condiUons and the 7 i( 143

EXECUTION VERSION
Construction ofthat part of the City Portion in accordance with the Project Schedule; proazided, however, that such grant does not unreasonably and adversely Interfere with the provision of City's services to the public, Or arred publiC health and 8afetyj and prOVided turther, that the City iS permitted under Applicable LaW 10 grant such right.

2.10 Dlscretlons
Except as otherwise expressly provided in tliis Agreement, all determinatioris, consents, waivers, or approvals of a Party under this Agreement must not be unreasonably withheld, conditiored, or delayed.

ARTIC:LE 3. DESIGN
Deslgn Responslbllities
(a) ExcepttotheextentofanyDesignworkrequestedtobeperformedbytheCityunder (Desiqn Responsib!lities}, LA(:MTA mll (directly or through LACMTA Contractors) design all Rearrangements and produce all Design Documentation relevant to those works In accordance with the provisions of this Agreement. LACMTA shall be responsible for any errors and omissions In the Design Documentatkin prepared by LACMTA or a LACMTA Contractor. (b) LACMTAmayrequestandauthorlzetheCitytoperformDesk)nworkand/orprovldesupportservices with respect to the Design of a Rearrangement pursuantto the procedures set out under . The City shall diligently perform and shall ensure that any City Contractor diligently performs, such Design-related activities in accordance with the provisions of the applicable Work Order and this Agreement. The City shall be responsible forany errors and omissions in any Design Docuinenlatiuri prepared by ttie Cily or a Cily CunUaclor.

Dealgn Requirements
The Designs of the Rearrangements shall comply with the requirements set out in EXHIBIT 5 (Design Reauirernentsl.

Doaign Rovi*w Procedure
(a) LACMTA will submit, and will require that the LACMTA Contractors submit, the Designs for any Rearrangements to the City for review in accordance with the pro>dures set out in ILAQMTA Sgbmitqai Revrew Pmcqdure} and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.
(b) The City will catry out the review and approval of the Designs for the Rearrangements in accordance with the ptocedures and the review periods set out in EXHIBIT 6 (IACMTA Submittal Review and otherwise in accordano with the provisions of this Agreement and any applicable Work Orders
(c) LACMTAisexemptfromsubmittinganyDeaignforConstructionwotkwlthlritheCityRlghts-of-Way to !he City for City's review and approval where:
(i) LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA owns and maintains the struclure or physical element, or
(ii) the work is related to utility trenching and shoring within OSHA guidelines and the relevant LACMTA Contractor is OSHA certified.
and wilhout prejudice to the foregoing, the City further acknowledges that as between LACMTA and the City, LACMTA has sole disgstlon to determine whether, and which, features or facilities are required in order for LACMTA to comply with its obligations under Appli>ble Law In connection with the WSAB Proiect (whether or not situated within the City Rights-of-Way) induding the ADA and in 8 144

EXECUTION VERSION
ihe case of Its obligations under the ADA to determine whether matters are technically infeasible; provided, however, iai making such determination, LACMTA shall utilize currenl niles and regulations promulgated under the ADA, and guidelines issued by federal agencies in accordance with the ADA, Including but not lirilted to The ADA Best Practices Tool Kit for State and Iocal Governments published by Civil Rghts Division of the u.s. Department ofJustice.

Deslgn Development
The Parties acknowledge and agree that:
(a) the Basis of Design will es(ablish the delailed scope, limits of work, specifications and requirements applicable to the Designs for any Reanangements; and (b) the Design Documentation for any Rearrangements will be submitted for review progressively in Packages and:
(i) with respect to lhe [)esign for any Rearrangemenls lhat are part of the Enabling Works, LACMTA and the applicable LACMTA Contractor will retain responsibility for defining tlw scope and timing ofdelfvery of the Packages at each stage of Design; and (ii) withrespecttatheDesignforanyRearrangementsthatarepartoftheP3ProjectScope,the P3 Developer will have respoqsibility for defining the Packages as part of its design management plan for the P3 Proiect Scope
City Standards
(a) The City agrees that it shall not adopt any new City Standards or otheiwise aniend or supplement any existing City Standards ot its interptetation or application of any existing City Standards, for the sole or primary purpose of affecting the WSAB Project (b) Subject to Sqgtion 3,6(a) and (C'l (Citv Stendpmsl, the Parties acknowledge lhal the City may adopt new CiV Standards not listed in E,XH181T 6 <Desir>n %quirements> or amend or supplement existing City Standards listed in FXHIBIT 6 (Dqliqn Requireiment3} during the Term, provided that the City shall promptly (and in any case within 15 days' of adopti:in) notify LACMTA of any changes or additions to the City Standards adopted during the Temi. (c) Any changes or additions to the aty Standards applmble to a Rearrangeinent after the establishment of the Basis of Design for that Rearrangement shall be considered a "Betterment" for ihe purpoaes of this Agreement.

Changes to Dealgn
(a) If LACMTA wishes to amend the Final Design for a Rearrangement for which it is responsible prior to completion of Construction of that Rearrangement, it must submit the amended Design Documentation to the City and EXHIBIT 6 (LACMTA SubmiHal Review Pmcedure1 wlll apply as If the Design Documentat6n is for the Final Des$n.
(b) LACMTA may use or may allow the relevant LACMTA Contractor to use, the amended Final Design for Construction prior to approval by the City if and only if the amendment to the Final Design is: (i) minor; (li) does not adversely impact the relevant Rearrangernent: and (iii) is necessary lo overcome an issue which lias arisen at become evident since the Fina Design was initially approved.

ARTICLE 4. CONSTRUCTION
Construcllon ResponslbllRlos
9 145

EXECUTION VERSION
(a) Except to the extent of any Cons!ruction work requested to be perfomied by the City under Section 4. 1(b) (ConstrucUori Responsibilities', LACMTA (directly or through the LACMTA Con(ractors) will be responsible for the Construction of all Rearrangements and shall diligentty perfomi and shall ensure thatany LACMTA Contractor diligently performs, all stich Constnir.ticin in accordance with the provisions of this Agreement.
(b) LACMTA may request and authorize the City to perfomi Construction work with respect to a Rearrangement and/or provide Construction support seivices pursuant (o the procedures sat out under 8ecti(i4 2.3 (Work Ordprs} The City shall diligently perform and shall ensure lhat any City Contractor diligently performs, all such Construction work and/or support services in accordance with the provisions of the applicable Work Ortler and this Agreement.

Construction Requirements
The Construction of the Rearrangements and any other Construction work perfornned in the City Rights-of- Way in connection mth the WSAB Project sqall mmply with the requitements set gut in lConstruction Requiremengsl.
4 3 Rights-of-Way
(a) ThePartiesacknowksdgethatpursuanttoApplicableLaw,LACMTAispermittedtouseCityRighta- of-Way to the same extent those rights and privileges relating to Ci§ Rights-of-Way are granted to the City.
(b) Replacement rights-of-way for the relocation of Conflicting Facilities shall be determined during the Design Pliase and, IT nusdsd, itiay liv ui;quksd by LACMTA or €1'is City following inutual agreement of the Parties of the location and type ofsuch replacement rights-of-way. When reasonably possible and where the City Facilities being replaced are located in a public right-ofway, a Rearrangement of those City Facilities shall be located In existing publlc rights-of-way. The required replacement riglits- of-way for the relocation of Conflicting Facilities shall be acquired so as not to impair the Project Schedule. If the City cannot aoqulre any necessary privme t$htt+-of-way for the telocation of Conflicting Facilities without out-of-pocket expense to itself, such private rights-of-way may be acquired by LACMTA. Upon acaeptam;e of the appliwble Replaoemeni Faality, the City shall convey or relinqulsh to LACMTA or its designse, if permitted by Applicable Law and agpement, at no mst, all City real property interests being taken out of service by the Reanangement, and for which replacement real property interests are provided
(c) Sublect to Section 4.3(b) (Riqhts-of-Wayl, the Parties acknowledge that LACMTA is responsible for The acquisition of any private r$hts-of-way necessary to Construct and/or operate the WSAB Project on the Project Riht-rif.Way and I ACMTA (or the I A('.MTA ('nnlrsr:lorq) shml he mslxinsihm for }he acquisition ofany tetnporary construction easements necessary for the ConatrucNon and/or operation of the WSAB Projgt. Upon reasonable rsquest by lACMTA, the City shall provide reasonable asslamnce as may be required for LACMTA to obtain rights-of-way necessary to Constnict the City Portion including considering reasonable requests by LACMTA to convey to LACMTA, at no cost to LACMTA, any City-owned street crossings, slivers, surfaw easements and temporary conatructiori easements that may be required for Construction and/or operation of the WSAB Project without requlring LACMTA :o go through the appraisal, negotiations, offer, closing and transfer process Following any such reasonable request, LACMTA will prepare or cause to be prepared, the title documents and documents of conveyance and shall transmit such documents to the City Representative who shall process them through the required departments for execution and return Them to LACMTA viithin 90 days after receipt, but in any event in accomance with the Project Schedule.
(d) TheCityagreesandacknowledgesthatihisAgreementsatisflesanyLACMTAobligationstotheCily and otherwise relating to the oerlificatlon of tkghts-of-way, and that the City shall cooperate with LACMTA, and assist LACMTA, with any tight-of-way mrtification processes involving other entiUes Or agenCK)S.
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EXECUTION VERSION
(e) If, following a Rearrangement, a City Facility is located within the Project Right-of-Way, LACMTA shall provide the City with a license, in a form reasonably amplable to the City, to operate, maintain. and/or remove such City Facility.

Inspection and Acceptance
The Parties agree that inspecUon and acceptance of the Construction of Rearrangements perfomied under this Agreement will be carried out in accordana; with the procedure set out in EXHIBIT 8 llnsperJion and Acceptarica Procedum}.

ARTICLE 6. BETTERMENTS
The Cit,i shall inform LACMTA what Bettennents, if any, the Clty requests be implemented as a Rearrangement or a part of a Rearrangement bysubrnitting a completed Potential Notice of Betterment Fomi for LACMTA's review and approval. In addiiion:
(a) any Design furnished by the City under a Work Order shall specifically identify any Betterments Included In such Design and where Betterments are Identified, shall be accompanied by a completed Polential NoUw of Bettemient Form and submitted Tor LACA1 IA's teview and aporoval; and (b) ifaCitycornmenttoaLACMTASubmittalconstitutesaBetierment,LACMTAwillnotifytheCityand within 10 days of delivery of that notioe, Ihe City mll: (i) withdraw the relevant comment; or (if) submit a request for the applicable Betterment by submitting a completed Polentiat Notlce of Betterment Form for LACMTA's review and approval. If the City fails to respond within 10 days of a notice delivered by LACMTA under this , the comwent will be deemed to be withdrawn provided that such deemed withdrawal shall be without prejudice to the Cily'e right to submit the Betterment under a subsequent Potential Notice of Bettennent under this .

Subject to Section 5.1(b) (BettQmlentsl. the City shall submit any Potential NoUce of Betterment Fomis to LACMTA promptly afler identifying a potential Betterment and in any event shall, unless otherwise agreed by LACMTA, deliver all Potential Notice of Betterment Forms to LACMTA prior to the establishment of the Basis of Design for the P3 Project Scope.

No Betlerment shall be construdeid and LACMTA shall have the right to refuse and withhold approval for any Bettemient, that:
(a) js Incompatible with Ihe WSAB Project;
(b) cannot be performed within the constraints of Applicabki Law, any applicable Governmental Approvals, and/or tha Project Schedule; or
(c) is requested aver the establishment of Ihe Basis of Design for the P3 Project Sope.

If LACMTA approves a Beitemient (with orwilhout changes negotiated and agreed by LACMTA and the City):
(a) Ihe LACMTA Representative shall counmr-sign the Potenlia NoUce of Betterment Form (updated to include any chariges negotiated and agreed by LACMTA and the City): and (b) the City wlll be responsible for the cost of the Betterment.

LACMTA shall nol be responsibki for the cost of any Betterment. Such cost will be paid to LACMTA or credited to LACMTA in accordance with Section 7.2 (Reimbursemorit and Credits to LACMTA) if
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EXECUTION VER810N
ARTICLE 6. OPERATION AND MAff4TENANCE
LACMTA may, at any time during the original Term, issue to the City a request to extend the Temi to include the Opstmirin and Msintsnancs PhaM Or to pin!sr into a rJlw master cnOppirmivo agresmsnt With rORp4qct to the Operation and Maintenance Phase.

Following Issuance of a request by LACMTA under Seclion 6.1 (Operation and Maintenancel. the Parties shall use good faith efforts to agree an amendment or supplement to :his Agreement ortoagree a new master cooperative agreement to address the Parties respective obligations during the operation and maintenance of the WSAB Project and the prooedures and cost reimbursemenl principles that shall apply to the coordination and performarm of their respective obligations during the operation and maintenance of the WSAB Project.

The Parties agree that any amendment or supplement to this Agreementor any new agreement entered into in accordance with Section 6.2 lOporation and Maintenance) sFall be on temis ihat ars substanUally consistent mth:
(a) ihe provisions set out in This Agreement (to the extent applicable and subject to any necessary amendments to reflect the different phase of the WSAB Project); and (b) ihe agreed operation and maintenance prtnciples set out in EXHIBIT 9 (Operation and Maintenance ?rincioles1.

Any amendment, or supplement or new agreement agreed by the Parties in accordance with Section 6.2 (Operatron and Maintenar,ce) shall be finalzed and documented in accordance with (Amendmentsl.

ARTICLE 7. RE1MBUR8EMENT AND CREDITS
Relmburaements to ttm City
(a) Except with tespect to Betterments, LACMTA will reimburse the City for Coals incurred for work performed by the City or the City Contractors under a Work Order In accordarice with this Section 7.1 and the provisions of the applicable Work Order.
(b) If a Rearrangement performed under a Work Order is limited to the removal or elimination of a Citt'/ Facility, LACMTA will only be responsible for any Costs incurred in Abandoning such City Facility and will not be required ki replace or ezmpensate Ihe City for the replacement ofthat City Facility. (c) As described In EXHIBIT '1 (Proiect DescriotronS. LACMTA (or its LACMTA Contractors) will be tesponsible far any environmental site assessments and any remediation of hazardous materials lo be peformed on the Project Site for U'ie purposes of the WSAB Project. LACMTA will not be tesponslble for any costs relating to the ptesenoe or existence of any environmental hazard on, in, under or about any City Facility, includlng but not limited to, any "hazardous subatanc*" as that ierm is defined under the Comprehensive Environmental Response, Compensation, am Liabillly Act (42 u.s.c. § 9601 et seq.), uriless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions.
(d) The City shall use the following procedures for submission of its billings to LACMTA, on a progress basis, for work performed by the City under a Work Order:
ti) the City shall commena. its monthly billing within no more than 60 days, Following the commencement of work under a spet,ific Work Otdeir and shall bill monthly thereafler follomng the City's standard billing procedures;
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EXECUTION VERSION
(ii) the C§ sha I provide supporting documents to demonstrate ths Costs incurred by )he City with respect to a Work Otder, induding City Contractor Invoices, and other data, to LACMTA upon requesl;
(iii) each billing statement shall: (A) oe noted aa either "progress" or "final"; (B) be addressed to the LACMTA Representative; (C) Include a cerUfication that the Costs identified In such billing were appropriate and necessary to the performance of Ihe work under the Work Order and have not previous§ been billed or paid: and (D) reflect any applicable credits due to LACMTA under this ;
(iv) the final billing. with a notation that all work covered by a given Work Order has been perfomied, shall he submitted to LACMTA within 60 days after completicn of the work under the applicabkt Work Order, and shall summartze pitor progress billings, show inclusive dates upon which work was performed, and include a certification that the Costs identified in such billing were appropriate and necessa7 to )he perfomiance of the work under the Work Order and have nol previously been biued or paid; and
(V)
(e) OncompletionoftheConstrudlonoftheCityPor!ion,LACMTAwlllissueaNotioeofcloseouttothe City. Within 90 days of recelVlng such Nollce, the City raiust issue invoices to LACMIA for all outstanding work. 1$ the City fails to submit an invoice not previously submitted within such 90 day period, lhen LACMTA shall have no further obligation for payment to the Cily mth regard to any amounts dus or payable under the applicable invoice
Reimburaemonts and Credits to LACMTA
(a) LACMTA shall receive a credit, or payment for:
(i) salvage for imms recovered from existing City Facilities that the City intends to re-use In the performan> ol Construction work performed under the provisions of this Agreement where the amount of salvage credlt or payment, if any, shall equal the depreciated value of like or similar materials as determined by agreement of the Parties, plus storage and transportation costs of sut,h materials salvaged for the City's use;
(li) Bettermentsuponacceptanceofphysicalworkwhere:
(A) thearnountoftheBettermentpaymentshallbebaseduponthee+giimatedcostofthe Replacement Facility less trie estimated costof the Conflicting Facility: and (B) the amount of a Betterment credit, If any, shall be a fixed amount determined by the Parties during Design Deilopment based upon estimates provided by the Clty and agreed to by LACMTA under a Potential Notcei of Betterment Form and (iii) the Expired Service Life Value of each Confilding Facility being replaced if the Replaoement Facility will have an expected psriod of useful service greater than the period that the exisUng Conflicting Facility would have had, had it remained In service and the Rearrangement not been made, where:
(A) the =Explred 8ervioe Life Value" shall be an amount determ ned by the Parties during Des$n Development based upon estimates provided by the City of the depreciated value ofthe Conflicting Faality (alculated by mul}lpying the cost of the 13 2/ 149

EXECUTION VERSION
Replacement Facility by a fraction, the numerator ofwhich Is the age ofthe Conflicting Facility and the denominator of which Is the estimated owrall service life of the Conflicting Facility); and
(B) the Expired Serviz Life Value shall be dmermined by the Parties In accordance with Section 7.2(aXiii>(A) {Relmbursements and Credits to LACMTA> orior to the commencement of the applicable Rearrangement work and documented in the applicable Work Order.
(b) LACMTA shall reoalve:
(i) acredit(reflectedonthe submit:edbytheCity)forsalvage,Betterments, and work peformed by the City, where
the City perf:irms the work unde' a Work Order; and
payment from the City for salvage, costs of Betterments, and Expired Service Life Value of the City Faalities where LACMTA performs the work invoiced and paid in accordance with this Artids 7.
(c) Thesumofcreditsand/orpaymentsduetoLACMTAforsalvageshallbeagreedbythePartiesbased on applicable books, records, documents and other data. In addition, LACMTA and the City may conduct an inspecttn survey of a Cmflicting Facility during the Design Deyelopment process.

LACMTA may request and authorize the City to perform support services with tespect to any such inspection survey pursuant to the procedures set out under Sect6n 2.3 (V7ork Orde(sl. (d) !/!/heisLACMTAisdueapaymentundertl'iis;
(i) LACMTA shall commence its monthly billing within no more than 60 days, following the commenzment of the applicable work and shall bill monthly thereafter following LACMTA's standard billing procedures;
(ii) LACMTA shall provide supporting documents to demonstrate the costs incurred by LACMTA, including LACMTA Contractor involces, and other data, to the Clly upon request; iiii) each billing stalement shall: (A) be noted as either "progress" or "final"; (B) be addresaed to the City Representative; and (C) include a certification that the Costs identified in such billing were appropriate and neossary to the performance or the applicable work and have not previously been billed or paid:

Oiv) thefinalbilling,withanotationthatallappliwbleworkhasbeenperformed.shallbesubmitted to the City within 60 days after oomplelion of the applicable work, and shall summarize prior progress billings, show inclusive dates upon whidi work was performed, and include a certification that ths costs Identified in such billing wars appropriate and neceasaiy to the performance of the applicable work and have not previously been billed or paid; and iv) afiertheOXpiratiOnOfth080da)/p0riOddN(irlmdin!SeOtiOn7.1(dXiV1(R@/rnX)urSOmOnt8and Credits to LACMTA'l, the City may notify LACMTA in writing that the 60 day closing billing period has expired, and upon LACMTA's receipt of such NoUce from the City, LACMTA shall have 30 days to its submit final ?voice. If LACMTA fails to submit an invoice within such 30 day period, then the City shall have no further obligalion for payment to LACMTA with regard to any amounts due or payable under the applluble work.

Payment of Blllings
Payment of each Invoice properly submltled pursuant to Section 7.'l (Relmbursemen8 to the Cllvl or 7.2 <Rermbursoments and Credits to 4ACMTA> shall be due within 60 days of receipt; provided that (a) all sudt payments shall be condiUonal, subject to post-audit adjustments; (b) final payment for a Rearrangement shall 14 22150

EXECUTION VERSION
be contlqgent upon final inspection (and accepmnoe) of the work by the Party billed for such work, which inspection (and acceptance, where applicable), will not be unreasonably withheld or delayed; and (c) LACMTA may withhold payments in the amount of any crmit amounts due to LACMTA if the City has not posted such credits within 80 days afler submittal of rsqtiests for ths same hy I ACMTA ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE
Indemnity
(a) Each Party shall release, dehind, indemnify, and hold harmless the other Party and its respective offioers, agents, representatives, and smployees from and against all liabilities, expenses (including kigal fees and costs), claims, losses, suits, and adions of any kind, and fot damages of any nature, k'icluding but not limted to, bodily injury, death, personal in@ity, or property damage arising from or oonnected with its peformance under this Agreement.
(b) In contemplation of the provisions of Section 895.2 of the California Governrrent Code imposing oertain tort joinUy upon public ehtities solely by reason of such entities being parties to an Section 895 the Parties, as between themselves,
Code, each assume thefull liability imposed
on them, or any of their offlmrs, agents or employees, by law for injury caused by negligent or wrongful acl oromission occurring in the performance of this Agreement to the same extent thal such PartywouldberesponsibleunderSecticn8.1(El>(/nd0mnifV>. TheprovislonsofCaliforniaCivilCode Section 2778 are made a part of this Ag"eement as if fully set out in this Agreemen) (c) EachPartyagreestonotifytheotherpromptlyuponreoeipiofanythird-par§claimforwhichaParty is entitled to Indemnity under )his Agreement.

8.2 Warranty
(a) tn lieu of providing a bond, LACMTA warrants that any work affecting the slrudural stability of City 'tights-of-Way shall be free from defect for a period oftwo years following City acceptance. Pursuant :O this warranty and for the warranty period one, LACMTA, at Its sole expensa, shall remedy any damage to City Rights-of-Way to the extent caused by a failure of such structural support inatalled by LACMTA.
(b) Solely with resped h Rearrangements performed by LACMTA or the LACMTA Contractors and any work perfomied by the City or the City Conlmctors, the City and LACMTA each wanant to the other for a period of one year fmm and after acceptance ofthe woik that any wom performed bythem shall :ye free from defect Subject to Ssction 8.2(a) (Warrantv':, the limited warranty given under this is the sole warranty given by the City and/or LACMTA. and. pursiantto this warranty. and for the warranty period only, the City or LACMTA, as the case may be, shall remedy any such discovered defsct at its sole expense.
(c) In connection with Rearrangements performed by LACMTA or the LACMTA Contradors and any work performed by the City or the City Contractors, warranties supplied by the LACMTA Contractors and City Contractors to LACMTA or the Cily (as applleable) shall be made for the benefit of both LACMTA and the City.

Insurana*
(a) The Parties must ensure that any contract entered Into in a:innection with perfotmance of the work under this Agreement contains:
(i) a provffiion requiring lhe general contractor, as part of the liability Insurance requirements, to provide an endorsement to each pollcy of general Ilablllty Insurance namlng Uie City and LACMTA as additional insureds; and
15 23151

EXECUTION VERSION
(ii) unlessothetwlsemtituallyagreedbytheParties,lheoequirementfor:(A)constructiongeneral conlradors to provme evidence of insuranoe in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; and $1,000,000 in combinad siingle liinit (CSL) In auto liability; and (B) design contractors to provide evidenm of insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability $1,000,000 (CSL) in auto liability; and $1,000,000 in professionat liability.
(b) Each Party must:
(i) give the ot)aer Par§ 20 days' Notice prior to any reduction in scope or canoellation or expiration ofany insurance procured by it under this ; lii) give the other Party 20 days' Notice prior to it agreein9 to a redua(ion in scope or the cancellation or expiration of any insuranoe procured by a LACMTA Contractor or City Contractor (as applicable) under this , arxl
(iii) notifylheotherPartywlthinfivedaysifitreoeivesaNoticefromaLACMTAContractororCi!y Contractor (as applicable) of the expiration of any insurance procured under this .

ARTICLE 9. RESOLUTION OF Dl8PuTES
Attempt to Resolve
In the evenl of dispute or difference arising under, out of or in connection with or relating to this Agreement, Includlng any question regardlng Its exlstence, valldlty or termlnatkin ("Dlspute"). tne Parties shall make good faith efforts to resolve the Dispute through negotiation.

Arbitm €ion - No Work Stoppage
(a) If ihe Parties are urable tO resolve a Dispute pursuant tO sect=n 9,1 (Atterrml tO Re8Qs}. either Party may sane the other Party a demand for arbitration. Within 22 days (or such longer period as agreed by Iho Parties) of rocoipt of such demand, the Parties shall agree on a aole arbitrator. If the Parties are unable to agree to the appointment of a sole arbitrator within the 22 days (or any longer period as may be agreed), each Par$ shall select an arbitrator and those arbitrators shall select a qualified neutral third party to arbitrate with regard to the Dispute ("Neutral Arbitrator") to form a three-person panel. If either Party fails to designate its arbitrator within 22 days (or longer period as agreed) of delLery of the demand or if the two designated arbitrators are unabm :o select the Neutral Arbitrator within five days of Iheiir appointment, a Neutral Aibitrator shall be designated pursuant to SecUon 1281 6 of the California Code of Civil Procedure, who shall hear the matter as the sole arbitrator.
(b) ThePartiesacknowledgethatSectionl283.05oftheCaliforniaCodeofCivilProcedureisapplicable to those issues not involving work stoppage. A hearing date shall be set as promptly as possible k)llowing SeleCtiOn Of tbe arbitrator in accordance with SOCllOn 9.2(a) lArbtratiOn - NO WOrk . The arb.trator's award shall follow prompUy the hearing's asndusion, shall be supported by law and substanUal evidenu and the issuance of written findings of fact and conclusions of law.

The making of an award thatdoes notcomply with such requirements shall be deemed to be in exwss of the arbitrator's power and the court shall vacate the award If after review it determines that ths award cannot be corrected without affecting the merits of)he declsion upon the controversy submitted Arbitration - Work 8toppag*
(a) In the event of a Dispute, neither Party is permitted to atop work, except' (i) for reasons of public health or safety; or (i) where work is prevented from continuing pending resolutlcn of the Dispute. In lheeventthatworkisstopped,lheprovisionsofthisshallaPPl}. Uponsto9F)ageofwork. either Party may serve the other Party a demand for srbitration. A Neutral Arbitrator who is able to 18 2f 152

EXECUTION VERSION
hear the Dispute and render a decision within five days afler being selected shall be immediately designated pursuant to Section 1281.6 cfthe California Code of Civil Prooedure. (b) Notwithstanding Secliona 1282.2(b) and Section 1282(e) oT the Calffornla Coda of Civil Procedure (regarding postponement of the hearing), where work is slopped, the Neutral Arbitrator may not postpone nor adjoum the hearing except upon the agreement of the Parties. The arbitraUon may proceedintheabsen>oraPartywho,afterdueNotice,failstoappear. lnadditionloallotherissues, (he Neutral Arbitrator shall also determine whether it was absolutely necessary to stop and await tesolutionoftheDisputeinordertooontinuethework. lfitisdetemiinedthattheworkstoppagewas not necessary, the Parky that did not stop the work shall be entitled to damages (as determined by the Neutral Arbitrator) arising out of such work sloppage. Ser:tion 9.2(b1 (Arbitration - Nn Work shall also apply.

Impartiality of Arbitrator
Any person who has any naterial financial or personal interesl in lhe results of the arbilralion shall be prohibited from acting as Neutral Arbitratot. Failure to disclose any such interest or relation shall be grounds for vaca':ing an award handed down under 6(,g(i011 0.2 (%5if(qffO(1 - N0 %ork Sfoppqq@l or 9.3 Work Stoonaael.

Compensatlon oftha Arbitrator
EachPartyshallpaytheexpensesamfeesofthearbitratoritselects. TheexpensesandfeesoftheNeulral Arbitratcr shall be paid in accordance with the provisions of 8ectioi 1284.2 of the California Code of Civil Procedure.

Other Provisions
An arbitrator or panel appointed under this fy%3 shall have only the authority to Issue a non-binding award to resolve the dispute ofthe Parties. Except as othemise expressly provided in this Agreement, any arbitration under th's shall be govemed by the California Arbltralion Act.

Incorporatlon of 8ubaontraats
The City must ensure that any contract entered into in connection with performance of the work under this Agreement indudes provisicns equivalent to this .

ARTICLE 10. M18CELLANEOUS

10.1 Force Majeure
No Party may bring a claim for a breach of obligations under this Agreement by the other Party or incur any liability ta the other Party foo any losses or damages incurred by that other Party if a Force Maieure Event ocurs and the affected Party is prevented frori carrying out its obligations by that Force Majeure Event During tqe continuation of any Force Majeure Evenl the affected Party shall be excused from performing those of its obligations directly affected by such Force Majeure Event provided that the occurrence or conUnuation ofany Foroe Majeure Event shall not excuse any Party from psrfomilng any payment obligations contemplated under this Agreement. If a Force Majeure Event occurs, the City agrees, If requested by LACMTA pursuant to Sedion 2.3 (Wor/t Qrderal, and If deemed possible and feasibk= by the City (acting reasonaaly), to accelerate the performance of im obligations under this Agreement and any Work Order to mi%ate any delay arlsing from the Force Majeure Event provided that LACMTA agrees to reimburse the City for the incremental actual costs of such accekiratlon.
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EXECUTION VERSION

10.2 Existing Agreements
This Agreement does not negate or otherwise riodify any existing easements, licenses or other use and/or occupancy agreements between the City and LACMTA or to whidi LACMTA has become or does become a successor either by assignment or by operation of law.

10.3 Audltandlnspection;MaintenanceofRecords
(a) Audit and Inspection. For the period commencing on the Effective Date and ending on the date falling three years affler the end of the Tetm, each Pady will have sudi tights to teview and audit the other Party and its books, records and documents as may be deemed necessary for the purposes of Agreement, Applicable Law and the City Standaros a( all times during hours, Each and warrants the compk+teness and
acairacy in all material respet.ts provides in conneclion mth any audit by the other Party. If an aiidit shows that a financial adjustment Is required, the Parties will use good faith efforts to agree such adjustment. The Parties must ensure that any contract entered into in connection mth performance of the wortt under this Agreement contains provisions acknowledging the r7hts of Hie City or LACMTA (as applicable) under this . (b) Maintenance of Rmords. The City shall (and shall ensure that any City Contractor will) keep and maintain its books, records, and documents related to perfomian> ofthe work under this Agreement (including all Costs incurred) for three years after the end af the Temi; except that, all records that telate to Disputes being processed or actions brought under this Agreement must be retained and made available until any later date that su6 Disputes and actions are finally resolved. The City teserves the right tc assert exemptions from disclosure of infomiation that would be exempt under Applicable Law from disclosure or Introductlon Into evidence In legal actlons.

10.4 Notices
(a) EachNoticeunderthisAgreementmustbeinwritingand:(l)deliversdpersonally;(ii)sentbycertified mail, return receipt requested; (iii) sent by a recognized overnight mail or courier service, with delivery receipt requested; or (iv) sent by email communication followed by a hard copy, to the following addrcesoe (or to such other addrosa as may from tima to timo be apet.iflad in writing by such person):

To the City:

Ciiy Manager (or designee)
City of South Gate
1 With a copy to:

City Atlorney
City of South Gate
1 With a copy to:

Dlrector of Public Works (and/or the City Engineer} City of South Gate
1 18
2(;.=154

EXECUTION VERSION
To LACNITA:

Chief Program Manager
105 Angeles County Metropolitan Transportation Authority One Gateway Plaza, 18th Floor
Los Angeles, Califomia 90012
Facsimile No.: (213) 922-7382
Attn: Eduardo Cervantes or John Koo, Third Party Administration I/Vith a copy to:

Program Management
Los Angeles County Metropolitan Transportation Authority One Gateway' Plaza
Los Angekis, CA 90)12
Facsimile No.: (213)922-7447
Atln: June Susilo, Deputy Executive Offcer
With a copy to:

County Counsel
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 24th Floor
I-os Angeles, CA 90:)12
;acsimile No.: (213)922-7447
Attn: Teddy Low, Senior Deputy County Counsel
With a copy to:

Metro Real Estate
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 22nd Floor - Real Estate
Log Angelea, CA 90012
Facsimile No.: (213) 922-7447
Attn: John Potts, Executive Officer
(b) Any Notice sent personally will be deemed delivered upon receipt, and any notice sent by mail or courier service will be doomed deliveredon the date of receipt or on the date recent at the appropriate address is refused. as shown on the records of the u.s. =ostal Seiviw. courier service or other person making the delivery, end any notioe sent by email oommunication will be deemed delivered on the date of receipt as shown on the reoeived emall transmission (provided the hard copy is also delivered pursuant io !%gtion 1Q.4(a> <Notrqesll. All Notices (including by email communication) delivered after 6:00 p,m. PAT will be deemed delivered on the first day following delivery that is not a Saturday, a Sunday, or a federal publi: holiday.

10.5 Asslgnment;8ucc*ssorsandAsslgns
A Party cannot assign, novate, or olherwlse transfer any of its rights or obligations under thie Agreement without lm prior conbent of the other Par§ unless this Agreement expressly provides otherwise This Agreement Is binding upon and will inure to !he benefit of LACMTA and the City and their respective successors and permitted assigns.

10.6 Walver
(a) No waiver of any teim, covenant, or cmditlon of this Agreement will be valid unless in wrlting and executed by the oblk3ee Party.
*g
155

EXECUTION VERSION
(b) Eilher Paity's waiver of any breach or failure to emorce any of !he temis. covenants, condihons, or other provisions of this Agreement at any lime will not in any way limit or waive that Party's right to subsequently enforce or compel strid compliance mth eery temi, covenant, condition, or other prnvisirin oT this Agreement, despile any course of dealing or custom oT the kiade (other !han the waived breach or failure in accordance with the ptovisions or such waivers).

10.7 Amendments
This Agreement can only be amended or replaced by a written instrument duly executec by the Parties. 10 8 Governing Law and Jurisdiction
This Agaeentent shall be governed by and construed and enforced n accotdance with the laws of the State of Califomia. The rights and remedies or LACMTA and the City for default m performance of this Agreement or any Wo* Order are in addition to any other rights or remedies provided by law.

10.9 Severabllity
IT any provr8ion of thls Agreement Is ruled Invqlid by a (.Ourt havlng pioper jurisdiction. suc)i invalidily ur unenfor:eability will not affect the valJity or enforceability of the balance of this Agreement, which will be constnied and enforced as ifthis Agreement dic not contain such invalid or unenforceatle clause, provision, Ar!icle, Section, subsection or part.

10.10 Counterparts
This Agreement may be executed in countcrpatts, each of wliich will be deemed an original, but all of which togethe' will constitute one and the same instrument.
10 1 'l Limitation on Third Party 8*neflclaries
Nothing contained in this Agreement is intended or will be construed as creating or conferring any rights benefits or remedies upon, or creating any obligations of the Parties towatd. any person not a party to this Agreement.

10.12 Survival
The representations, warrarities, indemnities, waivers and any express obligations of the Parties following temilnalion, set out in this Agreement shall survive the expiration or temiination, for any reason, of this Agreement.

ARTICLE 11. DEFIN1T10N8 AND INTERPRET ATION
1l1 Dofinitk+ns
Unless t)le COnteXl Olh0ffl!30 fl!qu!res, capitalized terms and acrcn)/me Ll9ed tn !hlS Agreement haVe th@ meanings given in this ..
"Abandon"meansthepermanen!termlnatlonofservlce.orlhererrovslofanexistingCilyFacililyoi puilion of it.
"ADA" means the Americars with Disabilities Act, 42 U.S.C. 5121('1 etseq. "Adjacent Work" means any removal, demolition, repair, restoration, relomtion or recoqstruction of exisUng facilities and/or construction of new facilities an#or other physical works by the City or a third party: (a) that is performed or to be performed within, or within 100 foot of, tho Projoct Slto, or the per'omiance of which is otheiwise reasonably likely to conflict with the design, conslruclion, operation or malmenance of the City 20 2r' 156

EXECUTION VERSION
Portion; and (b) in the case ofworks performed or to be performed by a third party, ofwhich the City is aware or ought to be aware.
"Advanced Conceptual Engineering" means the phase of the Design process that advances the project scope from a conceptual state to a level of schernatic design ttat describes the project technical and architectural approach in order to address environmental and community impacts, significant Interfaces and operational characteristics to support environmental apptovals. The plan percentage complete tanges generalf7 from ttN3 initiation Of Design (0%) 10 16%.
"Agreement" means this agreement and any schedules, exhibits, attachments and ani'exures to it. "Annual Work Plan" means an annual work plan prepared and agreed by LACMTA and the City in accordance wi}h Section 2.2 <Annual Work Plan1.
"Appllcable Law" means aay statute, law, code, regulation, ordinanoe, rule, common law, judgment, judicial Or administrative order, decieei directive, or other requirement haVing the force of law orother governmental restriclion (including those resulting from the initiative or referendum process) or any similar form of decision of or determination by, ot any interpretation or administration of any of the foregoing by, any Governmental Entity which is applicable to the City Portion, Rearrangements, any work performed under this Agreement or any relevant person, whether taking effect before or afier the date of this Agreemeit. Applicable Law exdudes Govemmental Approvals, customs, duties and tariffs. "Bails of Design" means:
(a) forthoseRearrangementslhatareidentifiedbyLACMTAasbelngpartoftheEnablingWorks(either under lhe provisiors of this Agreeinert or by a notice delivered under eQ(-tSn 1.l(f) <Sc(me o/ ), the approval (or deemed approval) by the City under the provisions of this Agreemeni of the 60% Design Documentation for those Rearrangements; and (b) ForthoseReanangenentsthatareldenlifiedbyLACMTAaabeingpartoftheP3ProjectScope(eithei under the provisions of this Agreemert or by a noUce delivered under SecUon 1.1(f) (Scope of ), the scope. specifications and requirements {including the requirements of the final E-IR/ELS) that form the basis of the request for proposal issued by LACMTA for the P3 Project Scope. "Betterment" means work performed in connection mth any Rearrangement or as part of a Rearrangement:
(a) compnsinganupgrade,changeoradditiontoaCityFacility(orapartofaCityFacillty)requestedby the City that provides forgreater capacity, capability, durability, appearance, efficiency or function or other betterments or that City Facility over that which was :irovided by the City Facility prior to the Rearrangement: or
(b) For which The City Standards applicable to that Rearrangenient are changed or added to after the establishment of the Basis of Dssign rot that Rsarrangement. provided that the term "Betlemient" shall ext,lude.
(i) anupgrade,whichlhePartiesagree,wlllbeofdlredandprincipalbenefiltotheconstructlon, operation and/or maintenance or the WSAB ProjecI
(li) an upgrade resulting from Desgn or Construdlon In accordance with the applimble City Stardards as set out in F,XHIBIT 6 (gk)@iqn Rqqgjrqmqntel and any changes or additions to those City Standards notified to LACMTA prior to the establishment of the Basis of Design for the Rearrangement and that have not been adopted by the City in breach of <Citv Standards':
21 26157

EXECUTION VERSION
(lit) measures to mitigate envlronhental Impacts identified in the WSAB Project's Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project;
(iv) replacement of devices or male"ials no longer regularly manufactured with the next highest grade or size; and
iv) an upgrade :hat is the consequence of changes made by LACMTA or a LACMTA Comractor after the establishment of the applicable Basis of Design. "City" Is defined in the Preamble. "City" shall also refer to any City owned or operated "water" and/or "power" departments.
"City Construction Work" means any ConstnicUon work and actlvi!ies performed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Contractor' means any contractor, consultant, tradesperson, supplier or other person engaged or authorized by the City to perform any Adjacent Work, (,ity Deslgn Work, City Constructicn Work or any other work to ae pertormed by The City under the provsions of this Agreenient or otherwise on or about the Project Site butexcluding LACMTAand the LACMTA Contractors.
"City Deslgn Work" means any Design work and activities petfomied or to be perfarried by the City ot a City Contractor pursuant to a Work Order.
"City Facimy" means real or personal property located within or near the City Portion, such as structures, improvements, and other praperties, whidi are under the ownership or operating jurimiction of the City, ano shall include, but not be limited to, public streets (any classification), highways, bridges, retaining walls, pedestrian/utility tunnels, alleys, storm drains, sanitary sewers, survey monuments, pa*i"ig lots, parks, public landscaaing and trees, traffic control devices, lighting and communk,aiions equipment (cameras, sensors.

LTE, microwave receivers, ett,.) and public buiklings, police and fire department related Improvements, as well as any dams or water storage tanks, systems, and appurtenances. Clty-owned airport and harbour facilitiss are not included in this definition.
"C:lty Malnt*nance Work" means any maintenance work and activities performed or to be performed by the City or a Cily Contractor pursuant to a Work Order or under the provisions of this Agreement. "City Municipal Code" means the South Gate Municipal Code. "City Portion" means that portion of the WSAB Project that will pass In, on, under. over or along public streets, highways, bridges, parks and other public right-of-way within the City. as shown in Part B of 3 Pmject S/re).
"City Representative" Is defined in Section 2.1(bl (Governance}. "Clty Rights-ofaay" means the publk, streeis, highways, brldges, parks and other publlc rights-of-way within the City.
"City Standards" means the City's design standards and ordinances which govern the desyn of all Rearrangements, as specified in EXHIBIT 5 (Design Requimmentsl or adopted by the City and notified tc LACMTA in accordance wilh Section 3.5 (City Standards) specified in EXHIBIT 5 (Desrgn Requirements} whit,h govern the design of all Rearrangements.
"Compllance Comment" rieans a comment on, objeThon to or tm withholding of approval to a LACMTA Submittal on the basis of one or more ofthe following:
(a) the LACMTA Submiffal or Design work or Construdion work that is the subject of the LACMTA Submitial falla to comply mth (or is reasonably likely to fail ko comply if implemented in accordance 22 30158

EXECUTION VERSION
with the LACMTA Submittal) any applicable covenant, comition, requlrement, term or provision of this Agreement; or
(b) LACMTA (or the relevant LACMTA Contractor (as applicable)) has nol provided all content or information required with respect to the LACMTA Submittal. "Conflicting Facility" mears an existing City Facility, which the Parties determine requ res Reanangement in orderto construct, operate or maintain the WSAB Project. "Construction" means all construction activities related to the City Portion that are necessary to complete and opera(e and maintain the WSAB Project including the removal, demolition, replacement, restoration, alteration existing faciliUes am lhe procurement. Installation, inspection, and testing of new fcilities including equipment, systems, sofmare, and any components of such permanent matertals,
"Construction Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Protect phaBesqnd Proist SThodu(el.
"Construction Staglng Plan" has the meaning given in EXHIBIT 7 €Con5fng,lign Reqwements}. "Cost" means all eligible direct am indirect costs actually incurred lot activities or work performed or materials acquired in accotdance with the provisions ofthis Agreement, less (in respect ofthe City) credits to LACMTA as provUed in Article 7 <Reimbursement and Credits> where:
(a) eligible direct costs Include allowable direct labor costs, materials costs, and stotage and iransportation costs of matertala salVaged for the City's use n performing the ap:ilicable work; (b) eligible indirect costs shall be computed based upon the indirect cost rates apprcved annually for the City by its cognizant agency, and as noted on the Form 60, for allocation !o federally funded or state 'unded contracts: am
(c) unless the Internal Revenue Service and the CPUC issue tegulations or rullngs to the contra7, the eligibledirectand Indirectcosts shall notincludetaxes purporiedly ariaingorresulting from LACMTA'e, payments to the City under this Agreement.
"CPUC' means the California Public Utilities Ccmmission. "days" means, unless otherwise stated and whether or not capitalized, calendar days. "Design" means all activities related to the design, redesign, engineering or architecture of any Construction work.
"Deslgn Developmenr' means the phase of ?e Des5n process thal occurs after At,vanced Conceptual Engineering and that develops, on a progressive basis, a clear indicaUon of the design solutions for the applicable requirements anti ths major features of the architectural and structural design and third party Interfaces that are intended to fotm the basis for the Final Design. "Design Documentation" means all drawings (including plans, profits. crOs8-seCtlOna, notes, eilevatlonS, typkal sections, details and diagrams), specifications, repons, studies, working drawings, shop drawings, calculattns, electronic files, records and submittals necessary for, or related to, the design of the Rearrangements.
"Deslgn Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 IPmiect Phases and Frr>ier;t Schodulol.
"Dispute" is defined in Artida 9 <Resolution ofDisputesl. 23 159

EXECUTION VERSION
"Effective Date" means the date slated as such on the first page ofthis Agreement, which shall be )he date when ths Agreement has been fully executed on behalf of the City and LACMTA. "EIR/E18" means the Environmental Impact Report/Environmental Impact Statement for the WSAB Project completed pursuant to the California Environmental Quality Act am National Environmental Policy Act. "Ehabling Works" means those elements oftheWSAB Project scope that LACMTA intends to procure under separate contract package(s) to the P3 Project Scope, as described in Part B of EXHIBIT 4 lPmiect Descrimionl.
"Engineer of Record" means the Individual, firm or entity that oerforms the Design, that imprints the engineer's/architect's seal O"T the drawings, and is responsibki and Ilabte for the Final Design "Expired Servlce Life Value" is defined in Seclion 7.2(a>(iii)(A) <Reimbursements and Credits to LACMTAS. "Final Design" means the phase of the Design process which provides ths detailed design for all temporary and permanent project facllaiea and addresses and resolves all Design review Compliance Comments and finalizes all engineering, arahitectural and systems desigr+s necessary for Construction. It ends with an appmved-for-constnuction plan statut+ and witti the Design being signed and sealed by the 'bngineer of Record'.
"Force Majeure Event" means the occurrenas of any ofthe following events afierthe date of uiis Agreement that directly zuses either Party (the "affected Party") to be unable to comply with all or a material part of its obl$ations under this Agreement:
(a) war, tjvil war, invasion, violent act of foreign enemy or armed conflict or any act at terrorism; (b) nudear, chemizl or biological contamination unless the s:iurce or cause of the contamination is brought to or near tte Project Site by abcted Party:
(c) ionlzingradiatlonunessthesourceorcauseaftheionizingradlationisbroughttoornearttieProject Site by the affected F'erty;
(d) anyfire,explosion,unusualtyadverseweather,floodorearthquakes; (e) anynamedwindstormandensuingstormsurges.lncluding:hedirectactionofwlndoriginatingfrom a named windstorm;
(f) any riot orcivil comriotion:
(g) any blockade or embargo;
(h) epidemic, pandemic or quarantine; or
(i) any official or unofficial strike, lod<out, go-slow or other dispute, generally affecting the construction tdustry ora significant sector of it,
exaspt, In each case, to the extent attributable to any breach of this Agreement or Applicable Law by, or any nqgligent act or negligent omission of, the affv,)ad Party. "Form 60" means Form 60 (Professional Seivices Cost/Price Summary) in the form attached as Part A of EXHIBIT 10 (Fomsl.
"Ciovernmental Approval" means any approval, authorization, certificaUon, consent, license, permit, roglstration or ruling, iosuod by any Govornmontal Entity required to carry out the Rearrangements, the City Pottion or any other wgrk to be performed under the pmvismns of this Agreement. 24 32-160

EXECUTION VERSION
"Governmental Entity" means any federal, state, or local government and any political subdivision or any govemmental, quasi-governmental, judicial, public or statutory instrumentality, adnninlstrative agency, authority, body or entity (induding the Califomm Deparkrnent of Transportation, CPUC and United States Army Corps of Engineers) other than LACMTA and the City. "LACMTA" is defined In the Preamble.
"LACMTA Contract" means any contract, subapntract or other fotm of agreement between LACMTA and a LACMTA Contractor or between a LACMTA Contractor and its lowertier subconlractor. "LACMT'A Contractor" means any contractor, consultant, tradesperson, supplier, private developer, employee, member of staff, engineer, arc)iitect, agent, operator, or other person engaged or authorized by LACMTA to carry out works mth respect to the City Portion, any Rearrangement or olherwise contemplated under the provisions of this Agreement and any other person with whom any LACMTA Contractor has further subcontacted part of such works.
"LACNITA Flacal Yeaf' means each e)ne year period commencing on July 1 of a calendar year and temiinating on June 30 of the following calendar year. "LACMTA Representative' is defined in Section 2.14b) (Govemance}. "LACMTA Retained Scope" means the WSAB Project smpe elements for which LACMTA Intends to retain responsibllity, as described in Part B of EXHIBIT 1 (Pmiect Descry:one. "LACMTA 8ubmlttal Review Perlod" means, for each LACMTA Submittal, a period of 30 days from the date of delivery of the LACiMTA Submittal to the City umer the provisions of this Agreement or such other period a the Parties may agree under the applicable Wotk Order. "LACMTA 8ubmittahi" means:
(a) Design DocumentaUon for a Rearrangernent (other than any Design Documentation for which the City is tesponsible under a Work Order);
(b) Construction Management Plans for Construction work performed by LACMTA or a LACMTA Contractor within the City Rights-of-Way; and
(c) any other documents whk,h LACMTA (or the LACMTA Contractors) must submit to the City in acordance wilh this Agreement.
"Neutral Arbltrator" is defined in Section 9.2(aai (Resolution d Disputes}. "Non-conformlng Work" means Design work orConstrucUon work not in accordance with the requirements of this Agreement.
"Notice" means any communication under this Agreement including any notice, consent, approval, request, and demand.
"Operation and Maintenam* Phase" means the phase of the WSAB Project Identified as such In 2 (Proie=t Phases and Pmiect Schedule').
"P3 Developer" means the LACMTA Contractor that is awarded Ihe P3 Project Scope. "P3 Project Scope" means thgse elements of the WSAB Project scope that LACMTA intends to procura under ade$n, build, finanm, operate and maintain agreement, as described in Part B of EXHIBIT j (Pmiect Descriolionl.
25 33161

EXECUTION VERSION
"Package" means each package of Design Documentation submitted by LACMTA or a JCMTA Con(ractor to the City in accordanoe with this Agreement
"Parties" means collectively the City and LACMTA. and each a "Party". "Pennlt Notlflcatlon" means a blanket Permitting Process and Wamer of Certain Pemiit Fees issued by the City.
"Plannlng and Procurement Phase" means the phase of the WSAB Project identified as such in 2 €Pnaiv,t Phases end Protect Schedulel.
"Potentlal Notice of Betterment Form" means the form set out in Part B of EXHIBIT 10 (Formsl. "Project Rlght-of-Way" means the permanent right-of-way for the WSAB Project, as identified in Part A of 58§l81Ja 3 (Proiect Site}, or as notified by LACMTA to the City and compliant with the Projed's Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project.
"Project Sctledule" means the schedule for the WSAB Project Includlng the City Ponlon set out In Part B o( EXHIBIT 2 (ProfectPhar,e5and Proiec0 ScherhlpJ.
"Project Site" means, collectively, the Project Right-of-Way and eadi temporary constn.iction easement lot the WSAB Project, as Uentified in Part A of 5XHIB17 3 (Prfflqgl 8%}. "Rearrangement" means the wotk of:
(a) removal, replacement, restoration, alteration, reconsh'udion, support, or relocattn of all or a portion of a Conflicting Facility, whether pemianent or temporary, which LACMTA determines in Its sole discretion is necessary in order For the WSAB Project to comply with Applicable Law or otheiwise which LACMTA and the City muhial§ agree is necssary in order to conslrucl, operate or maintain ihe WSAB Project: or
(b) the installation of new arid required City FaCiliti@si which LA(IMT A dmRmiinM8 in ffg 9010 disr:rstion iR necessary in order for the WSAB Projec: to comply with Applicable Law or otherwise whit,h LACMTA and the City mutualy agree is nemsary as a result of the impact of the construction, operation or maintenance of the WSAB Projecl
"Replacement Facility" means a facility, which may be construded or provided under this Agreement as a consequence of the Reatrangement of a Conflicting Facility or a part of it. "Temporary Facllltles" means a facility wnstruded for the purpose of ensuring continueid service while a Cily Facility is taken out of full or partial service for permanent Rearrangement and/or any work on a City Faciliiy, which will be removed or restored to its original conditioq afler such Constvction activities are completed.
"Term"is defined in Section 1.2 lDurabon ofAqrqement}. =Traffm Control and Llghtlng Work" has the meaning given in EXHIBIT 5 (Da@iqn R@quirqmqnf@}. "Traffic Management Plan" means a plan that addresses traffic control requirements in construction areas through a wod<siie traffic control plan and along detour routes through a traffit, circulation plan. "Work Order" means a work request submitteo by LACMTA to the City authorizing the performance of any work aasociatsd with ths WSAB Project and the associated purchase of required materials. 'Worklng Group" means each working group sstablished pursuant to Section 2. 1(c) (GovemanceJ. 26 M 162

EXECUTION VERSION
"WSAB Project" means the de81gn, construction, operation and maintenanoe of a light rail transit system known aB the West Santa Ana Branch Transit Corridor, as more fully described in EXHIBIT j (Proiqct Descriofionl.

11.2 Interpretation
(a) In this Agreement unless otherwise expressly stated:
(i) headings are for convenience only and do not affect interpretation; (ii) a reference to this Agreement or any other agreement, instrument, or document is to this Agreement or such other agreement, instrument, or document as amended or supplemented from time to time;
(iii) areferenceiothisAgreementoranyotheragreementincludesallexhibits,schedules,forms, appendices, addenda, attachments, or other documents attached to or :itherwise expressly i ncorporated in this Agreement or any such other agreement (as applicable):
ii vi su51ecL 10 Section 1 1.2(aXvl <hiterpretat=riy a reference to an Article, 8ection, subsection, clause, Exhiblt, schedule, form or appendix is to t)'ie Artide, Section, subsedion, clause, Exhibit, schedule, form, or appendix in or attached to this Agreement; (v) a reference in the main body of this Agreement, or in an Exhibit. to an Article, Seciion. subsection, or clause is to the Article, Section, subsection, or clause of the main body of this Agrsment, or ofthat Exhibit (as appliwble);
ivi) a reference to a person includes such person's permitted succsssors and assigns; ivii) areferencetoasingularwordinclude8tm5pluralanCvlCeveffla(astheCOntOXtma9require):
iviii) the words "lncluding", "includes" and "include" mean "includlng, without limitation", "includes, without limitation" and "include without limitation", respectively and the word "or" is not exdusive:
;ix) an obligation to do something "promptly" means an obUgation to do so as soon as the circumstances permit, avoiding any delay and "shall" when stated is to be considered mandatory; and
x) inthecomputationofperiodsoftimefromaspedieddatetoalaterspscifieddate,theword "ftom" meare "fmm and including" and Ihe words "lo" and "until" mean 'to and Including". (b) This Agreement is not to be interpreted or cons!rued against lhe Interests of a Party merely because :hat Party proposed lhis Agreement orsome provision of It, oabecause that Party relies on a provislon of this Agreement to protet,t itself.
27 35-163
3h

EXECUTION VERSIO
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of die Effective Date.

APPROVED AS TO FORM

APPROVED AS TO FORM
BV:

Name: 8aiinas, 5ity Attorney
ATTEST
B%I:

Name: Yodit City Clerk
"LACMT A"

THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of % '130050.2 et seq. of the California Public Utilities Code
"CITY"

THE CITY OF SOUTH GATE,
a California mUiilC n
By: l '
Name: AI Rios, Mayor
164

EXECUTION VERSION
EXHIBIT 1- PROJECT DESCRIPTION
Part A: WSAB Project
The WSAB Proved is a new 19-mile light rail transit (LRT) 11ne that will connect southeast LA County to downtown Los Angeles, serving the cities arxl mmmunities ofArtesia, Cerritos, Bellflower, Paramount, Downey, South Gate, Cudahy, Bell, Huntington Park, Vemon, unincorporated Florence-Graham community ofLA County and downtown Los Angeles.

The project area is home to 1.2 million residents and is a job center to approximately !584,000 employees. Projections show the tesident population increasing to 1.5 million and jobs increasing to 670,000 by 2040. Population qnd employment densities are five times higher than the LA County average. This rail corridor is anticipated to serve commuters in a high travel to the limited transporlaUon systems currently available to these oommunilies. In provide a dired cmnection to lhe Metro Green Line, Metro Blue Line The WSAB Project involves a shared comcor of approximately tO miles of freight-owned runs along the Wilmington and La Habra Branches (owned by Union Pacific Railroad, UPRR) am the San Pedro Subdivision (owned by the Ports of LA and Long Beach).

The main goalt+ of the WSAB Project are to:

1. 2.
provme mobility improvements
Support kx,al and regional land use plans and policies 3 Minimize environmental impacts

4. Ensure cost effectiveness ard financial feasibility

5. Promote equity
Part B: Anticipated Contractual Packages
As at the date of this Agreement, the Enabling Works, P3 Project Scope and LACMTA Retained Scope are anticipated to comprise of the following scope elements:

Enabling Worka LACNITA Retained Scope P3 Project Scope s Advancsd utility relocation
* Freight relocation
* GiatA' ciuisings
- Civil and Striping
- Drainage
- Utilities
- Traffic Control
- Signal (Freight
Preemption only)
* Right-okway aoquisition
* Supply and Installation of fare
collection equipment and all fare
collection activities
* Security and erforcement
activiUes, with Imited exceptions
(sudi as at maintenarice storage
facilities)
* Art installaUon
* Bike hubs and/or lockers
* Environmental site assessment
Including Uentificatlon of
potenUal or existing
contamination or hazardous
materials through soil borings
* Design and construction of the
WSAB Project (including all
stations, vehicles, light rail
tram, systems and
mainlenance storage
facilities}, other than those
scope elements tha( are
defined as part of the
Enabling Works or that are
LACMTA Retaiied Scope
ii The operaUon of all train
semces and performance of
all other operatng functions
for the WSAB Project during
the term of IM LACMTA
Contrad wilh the P3
Developer, other than those
soope elements thal are
LACMTA Retaiied Scope
29 .3-7-165

EXECUTION VERSION
and review or'publicly available
infomiation
* Geotechnical investigations
* Remediation of hazardous
inaterials (if any)
* All asset management and
maintenance activities for the
WSAB Project during the term
of the L_ACMTA Contract with
the P3 Developer, other than
those scope elements that are
uCMTA Retained Scope
30 H 166

EXECUTION VERS)ON
EXHIBIT 2 - PROJECT PHASE8 AND PROJECT SCHEDULE
PartA:Phases
As at the date of this Agreement, the phasing and time pe'riods for the early phasing is anticipated to be as set out in this Part A. The phases described in this Part A may overlap and the time peiiods are subject to change. 2020 2021
I
2022
r
2023
I
Planning & Advanced
Conceptual
Engineering ii Preparation of the draft EIR/ELS and the final EIR/ELS * Approval by LACMTA Board of thp Inr:mly (imprrpd alternative (LPA) * PreparationofAdvancedConoeptualEngineering(15%)fortheWSABProject ii CerlfflcallonofthefinalEIRbytheLACMTABoatd
h FTAissuanceoftheRecordofDecislon
Preparation ofthe Mitigation Monitoring and Reporting-Plan (MMRP) Enabling Works: Key actimUes include:

Engineering & * Engineering and Design Development for the Enabling Works by LACMTA arid Procuremen' the LACMTA Contractors (including any Rearrangements included within that Eriabling Works scope) through to Final Design
* Working with third parties to obtain third party approvals for the Enabling Works, including CPUC, United F"acific Railroaa and Caltrans H 167

EXECUTION VERSION
P3 Project
Procurement
Soopea Key activities indude'
Definition of the scope, specificaUons and requirements for the P3 Project Scope Procurement of lhe P3 Developer to perfomi the P3 Project Scope (a two-stage procurement process ircluding a request for qualifications and a request for proposal phase is anticipated)
P3 Project
Design Build
Scope: Key activities Include:
* De$n Development foa the P3 Project Smpe by the selected P3 Developer through to Final Design
* ConstructionoftheP3ProjectScope(includinganyrelatedRearrangements)by the P3 Developer
* PerformanceofanyLACMTARetainsdResponsibilitiesbyLAC;l/ITA * Tes(ing, lrial tunning and certification of revenue servics availabdity Operation
Maintenance
and Key adivities indude:
* Operation of passenger service on the WSAB Project by the P3 Developer * Maintenance of the WSAB %jet,t by the P3 Developer * Performanoe of any LACMTA Retained Responsibilities by LACMTA Part B: Project &,hedule
As notified by LACMTA to the City or otherwise incorporated in an amendmert of this Agreement. 32 168

EXECUTION VERSION
EXHIBIT 3 - PROJECT SITE
Part A: W8AB Project alto
PartB:CityPorUon
The drawing depicting the City Portin will be as noUfied by LACMTA to the City or otherwise Incorporated in an amendment oFthm Agreement.
33 4/ 169

EXECUTION VERSION
EXHIBIT 4 - ROLES AND RESPONSIBIL!TIES
Part A: LACMTA Representative and Clty Representafflve The initial designations of lhe LACMT.A Reprelentative and City Representative are as follows:

LACMTA Repmsentative LACMTA Program Management or such other person, orthe holderofa specified offlm orposition, specified, from tirne to time, by LACMTA's Chief EXecutive
Officer, or his/her designee
City Representative City Manager or his/her designee Part B: Summary of Key Roles and Responslbllitles Phase
Thl '4 * l'il !Ni4N 4114€!1 a J IlrTITJ
II k @ fflmilib
Genome Fsfarfning lf8 re!aiiied
obligations and ensuring that
the LACMTA Coitractors
(including the P3 Developer)
comply with the provisions of
this Agreement
[)u.ing the term of its LACMTA
Coritractwith LACMTA,
performing LACMTA's
rssponsihililiss tindsr this
Agreement other than Coat
reimbursernent and these
obigations specifically retained
by LACMTA and excluded from
the P3 Project Scope
Performing all of City's
obl7ations under this
Agreemerd and en3uring
that ml City Ciintraclrirs
comply with the ptovislons
of this Agreement
Plannlng and
Advanoed
Coneephial
Engfnearlng
Managing the plannlng
process and preparing all
environmental documents
including the EIR/ELS
Preparing Advarced
Conceptual Engineering for
the WSAB Project
Prepartng and submitUng the
Design for Enabkng Works to
the City to the extent required
by this Agreement, up to and
including Final Design stage
Preparing the procurement
documents and tnanaglrig the
procurement for !he Enabling
Works
Nol applicable
No: applicable
Providing support and
assistance to LACMTA in
obtaining Governmental
Approvals and in dealing
with other third parties with
respet,t to the City Portion
Reviewing and approving
Designs submitted to it in
accordance with agreed
procedures
Performing any other
Design-related obligations
unaer any Work Orders
Providing assistance 10
LACMTA In procuring any
right-of-way necessary for
the City Portion
!nabllng
Works:

Eng)nearlng &
Procurement
34 41 170

EXECUTION VERSION
Phase
i"il'_i a ba m
l-
Enabllng
Works:

ConatrucUon
Monitoring progress and
perfomiance of lhe LACMTA
Contractor(s) responsible for
Enabling Works
li*ierfactng and oordinating
with the LACMTA Contractor(s)
responsible for the Enabling
Wcrks
Performing its
Construciion-related
obligations under any
Work Orders
Coordinating Adjacent
Work. City Construction
Work and City
Maintenance Work
F13 PmJect
8copa:

Pmaumment
Preparing the procurement
documents and managing the
procurement for the P3 Proiect
Scope
Submitting its proposal in
accordance with the
procurement documenls
To the extent requested by
LACMTA, reviewing the
scope, speci(i6ations and
requirements far any
Rearrangements included
within the P3 Project
Scope
P3 Project
Scope: Dealgn
Build
Reviewing Designs prepared
by the P3 Developer and
ensuring that such Designs
are submitted to the City to the
extent required t,y this
Agreement
Peforming and/ or ensuring
that LACMTA Contraclors
perform the LACMTA
Retained Scope
Monitoring progress and
performance oflhe P3
Developer's Construction work
Defining its design
management plan for the
design of the P3 Project Scope
Submitting Design Packages in
accordance wiih the provisions
of its L/)l(IMTA Contract mth
LACMTA and its design
management plan, and
submitting such Designs to the
City to the extent required by
this Agreement, up to and
Incuding Final Design stage
Performing the Conshdion
woak required to be peformed
under the P3 Projed St,ops in
azordance with the Final
Deaigns, approved plans, the
provisions of its LACMTA
Contract for ths P3 Project
Scope and the provisions of
this Agreement
Reviewlrig and approving
Designs aubmmed to it in
acordance with agreed
procedutes
Psrforming any other
Design-related obligations
under any Work Orders
Perfotming its
Construction-related
obligations under any Work
Orders
Coordinating Adjacent
Worst, City Construction
Work and City
Maintenance Work
Operation sd
Malntsnance
Performing or ersuring that
l ACMTA Contractors peform,
the LACMTA Retalned Scope
Monitoring performance of the
P3 Developer's operation and
maintenance work
Performing the operation and
maintenan> work required to
be performed under the P3
Project Scope in accordance
with the approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Swpe and the provisions of
this Aorsment (lncludina any
Performing any operation
and maintenance work
allocated to the City under
lhe previsions of this
ogreemant (includtng any
amendment or supplement
or new agreement entered
into under A&
lQmi_r_atio_n__ _ _am
amenament or supplement or
new agreement entered into
) and
coordinating maintenanoe
35 43171

EXECUTION VERSION
Phase
i'l
a llffllllll snaai
ui-4er Art cle 6 40peraUon and
)
Part C: Issue Resolutlon Laddar
The foltowing City staff or Rs designees shall be responsible for coordinallng among the applieable City departments and divisions as necessary to make the designated decisLn or approval.

City Team Partial List of Key Functions for Decision or Approval LACMTA Team City Manager,
Director of Public
Works, Des$nated
Project Manager or
Designated
Representative
Spearhead council approval of all work outside o! normal working hours including any n5ht work variances, holJay work restrictions, police & fire department requesls, peak hours 'exemptions, and other requests with potential short- term impacts to the community (i.e. revised detours,
temporary full street closures, revised haul routes) LACMTA Chief Program
Manager
Direictor of Public
Works, City
Engineer, or
Designated
Represeintative
Approve all final Construction plans and related documents as required by this Agreement.

Provide overall leadership in timely resolution of Design, Construction, plan review, and related administrative matters.

CA Professional Engineer Reglstration
LACMTA Senior
Executive Officer owr
Designated Project
Manager
City Public !Vorks
Construction
Department Head or
Designatsd
Representative
Provide Construction support as specified in this Agreement Manage assigned resources and coordinate interacUons behveen the City and LACMTA and the LACMTA
Contractors a8 it relates tO Construction support.

Provide independent quality assurance (IQA) f.inctions where LACMTA performs work within City Right-of-Way
such as street improvennent, signal, lighting, and utiNty work.

LACMTA Designated
t'rOlect Manager level
(Executive Officer or
Deputy Executive
Offit.er) or Designaled
Construdlon Manager
(Deputy Executive
Officer or Senior
Director)
City Public Works
Pmmit Division
Head or Designated
Representative
Oversee ard coordinate all plan reviews as specified in this Agreement
Manage alid coordinate interaction ofthe City mth LACMTA and the LACMTA Contractors as it relates to Deisign rev:evi and comment resolution.

Provide the necessary caordinatlon in planning,
engineering, technical, analyUcal and admlnistraUve support services wilh respect to design approvai including fire/life safety, police/public security, acmss. transportation engineering, civil and structural engineering, street lighting engineering, drainage, sanitation, lendscaping, and related maintenanoe requirements.

Skilled in change management and expedited approvabi.

LACMTA Designated
Project Engineer
(Deputy Executive
Offlr,er orSenior Director
levels), consultant CM,
and LACMTA Third
Party Admln Dept
Project Lead (Civll)
ff 172
EXECUTION VER810N
City Trafflt, Engineer
or Designated
Representative
Approve all worksite traffic control plans and any final design documents pertaining tb both permanent and temporary traffic controls (signals, striping, WATCH lane elosures, MLITCD res(rictiona, lighting, etc. )
LACMTA Designated
Project Engineer
(Depuhl Executive
Officer orSeriior Dlrector
levels), consultant CM,
LACMTA Third Party
Admi+i Dept Project Lead
(Civil) and TE
consultants.
37 45 173

EXECUTION VERSION
EXHIBIT 6 - DESIGN REQUIREMENTS
GENERAL DE81GN CRITERIA
pny Design work for any Rearrangemenls shall be performed In acairdance with:
(a) theDesignrequirementssetoutinthisorotheiwiseundertheprovisionsofthlgAgreement and the relevant Work Order (if applicable); and
(b) all Governmental Approvals, Applicable Law and, subject to Section 3.6 lCitv Standards') of this Agreement, the Cih Standards.

CITYSTANDARDS
The Partiss agree that for the purposes of this Agreement, the "City Standards" will be those City design standards and ordinanoss notified by the City to LACMTA or o!herwise ina:irporated in an amendment ofthis Agreement in accordance mth 8ecUon 3.5 (CitvStanderdsl ofthe A;)reement.

3. 8PEC1FIC DESIGN REQU1REMENT8 FOR R!ARRANGEMENTS
8urfaceOpenlngs. Totheextentoperationallyandfiacallypractlcal,LACMTAshalllocatesurfaceopenings, if any to mitigate: (a) the effect on
in each case after taking account Placement of gratings In sidewalks will be avoided to the extent reasonably practicable; however, all other openings, such as mechanical access openings, shall be regularly permitted in sidewaks, provided sudi openings are endosed.

Landscaping. Trees and Jandscaped areas under ownership or daily ontrol of the City shall be preserved whenever pracUcal. Trees in the Proiect Site, which are not being revoved by LACMTA, shall be adequately protected. Trees that must be removed due to Rearrangernents shall bs replaced by LACMTA, if the City electsandright-of-wayisavailable. ReplacementworkshallbeinaazrdancewithapplicableCityStandards and sha I be coordinated with the City. Landscaped areas removed cue to Rearrangements shall be restored to the onginal mndltion to the extent practical art agreed to by the City and LACMTA.

3.3 TrafflcControlDevlcesandLIghtlng8ystems. IfaRearrangemer.trequlrestheremovalandreinstallation, or modification of existing or installation of new tra&, control devices or 15hting systems ("Traffic €:'ontrol and LlghUng Work"), then LACMTA must obtain the City's approval of LACMTA's Design for the Traffic Control and Lighting Work (which consent may not be unreasonably delayed or mthheld).

Private Projectlons In Publk Ways. If LACMTA determines that a priva(e projection in, over or under any City Faalities or the City Rights-of-Way must be removed to accommodate the WSAB Project. LAC,MTA will issue a Work Order to the aty and the City shall take all reasonable acUons within its powers to require the eliminationofsuchprojectionsbythetimespgifiedintheWorkOrder. IftheCityisnotempoweredtoeffect the temoval of such projections, or if LACMTA otherwise elects, LACMTA will make Its own arrangements for removal of such projections. The City will cooperate with LACMTA lo mlnimlze the cost to eliminate, move, remove or otherwise temiinate projedions.

City Communlcatlons Facllltles. The relocation of any conflicting underground aty communlcallons facilities shall be done by employing interoept-style manholes at both ems of every conflictirig communications conduit segment in question, directly on the alignment of existing conduit segment(s), and beyond :he area ofthe confllcting communications facilitles.

PREPARATION AND 8U8N11S810N OF DE!81(IN DOCuMffNT ATION For those Rearrangements where LACMTA Is responsible for the Design work under the provisions of this Agreement, LACM-rA Wlll, and will ensure that the LACM IA (;ontradors will:
(a) prepare and submit all Design Documentation to the City:
38 4k 174

EXECUTION VERSION
li) inPackagesinaccordancewiththescheduleundertheapplicabledesignmanagementplan defined by LACMTA and/or the applicabki LACMTA Contractor and no!lfied to the City (as may be updated and notified to the Ci(y from time to time); and (ii) in a manner and at a rate which, having regard to the quantum of Design Documentation submitted, will give the City a reasonable opportunity to review the submitted Design Documentaton;
(b> ensure that the Des gn DocumentaUon submitted for the Final Design is of a level of detail which is sufficient to permit the City to determine whethsr the Design Documentation complies with this Agreelnent and work which will be perlormed in accordance with the Design highiighls any material amendments made sinh
any earliersubmittal
(c) invite the City to attend any pre-subniittal workshops held where Design Documentation for a Reanangement is to be presented; and
(d) if reasonably requested by the City, make available the appropriate design personnel to partkJpate in design review meetings offer submittal of any Design Documentation for e Rearrangement to explain the Design [:ocumentation or a particular element ofitand provide such information regatding :he Design Documentatiori as the City may reasonably request. 39 41 175

EXECUTION VERSION
EXHIBIT B - LACMTA SUBNITT AL REVIEW PR%EDURE

GENERAL
The Parties agree that inditmuals undertaking Design review on behalfofthe City under this Agreement shall, where reasonably possible, be consistent throughout the Design Phase. The City will ensure that any individual undertaking Desk)n review on behalf of the Ci(y under this agreement has the appropriate qualifications, capability and experience to perfcrm the review.

The procedures set out in this will govem all IACMTA Submitials to the City pursuant to this Agreement.

2. REVIEW PROCE:DURE
Tm City shall notify LACMTA and the relevant LACMTA Contractor (if applicable) within 10 days of receipt of a LACMTA Submittal from LACMTA or a LACMTA Contractor if it consmers (acting reasonably) that the LACMTA Submittal submitted is incomplete or deficient far the City's review purposes and requires re- submission,togetherwithadetaileddescriptionoftheinfomiationltalitdeemstobemlssingordeficient. I( no such Notioe is delivered by the City within such ten-day period, the LACMTA Submmal shall be deemed complete and acceptable for review purposas.

The City shall (or must requite thatthe relevant City Contractor) wilhin the LACMTA Submittal Review Period:
(a) aeview the LACMTA Submittal; and
(b) qotify LACMTA and the relevant LACMTA Contractor (if applicable) that it:
ii) approves the LACMTA Submittal; or
il) rejects the LACMTA Submittal with detailed reasons including all Compliance Comments.

2.3 AIICornpllanceCommentsshallbetransmittedintheformofacaomrnentmatrix,throughtheLAC:MTA'Quality Management Oversight' dalabase or through another equivalent fomiat (in each case, as notiflgd and provided by LACMTA) and shall be accompanied by an snnotated LACMTA Subrnlttal (if applk,able). Where a database Is used for transmission of comments, LACMTA will provide the City (and the relevant City Contradors) with user accounts and training forthis purpose.

If no comments are received within the LACMTA Submittal Review Period, the LACMTA Submittal shall be deemm complete and apptoved by lha City.

The Panies acknowledge that the LACMTA Submittal review process set out in this is Intended to facilitate the LACMTA Sutmittal review prozss and be consistent (with necessary changes) with the LACMTA Guidelines on Entanced Partnered Coordination and shall supersede the submittal / shop drawing review schedules specified : any Btandards referenwd in this Agreement.

GROUNDS FOR OBJECTION OR COMMENT
The Citywill only be entitled to reiect a LACMTA Submitlal underAnicle 2 (Review Procedurel ofthis !2 if such LACMTA Subrmltal fails to comply with the requirements set out in this Agreement, as specified in the City's Compliance Comments.

If the City re3eds a LACMTA SubmUtal in accordanoe with Article 2 (Review Pmgedum} of this , LACMTA must(or must require thalthe relevant LACMTA COntractoQ:
(a) address llie Cgnpliance Conmiesnts aiia re-submit the LAONITA Submittal for review; or 40 4Y176
EXECU'nON VERSION
(b) notify the City that it does not agree with the grounds for rejection. If LACMTA does not agree with the grounds for rejection on the basis that such grounds would constitute a Betterment, ot this Agreement shall apply.

3.3 TheCityagreesthatduringtheFinaiDes5nstage,Itshallnotraiseanynewissues,ormakeanycomments, which are inconsistent with Its comments on earlier submittals, or with any changes already agreed to by the City.

3.4 The City's approval ofthe Final Design forany Rearrangemsntwill notbe withheld irthe submittal is consistent with the most recent earlier submittal for such Rearrangement, modifled as appropriate to respond to the City's Compliance Comments on such earlier submittal (to the extent such comments were made in accordance with the provisions ofthis Agreement) am to reflect any subsequent changes agreed to by the City and LACMTA.

4. NO COMMENCEMENT OF CONSTRUCTION WORK
LACMTA and ttle City must not commence or
subject of, govemed by or
of any Construction work that is the
until LACMTA (or a LACMTA Contractor)
with this and:
(a) mthin seven days of rewiving a Nofim from LACMTA (or the relevant LACMTA Contractor (as applicable)) that the City failed to respond to a LACMTA Submmel within the relevant LACMTA Submittal Review Period, the City fails to respond to such LACMTA Submittal; or (b) the City has notified LACMTA (and the relevant LACMTA Cmtracior (as applicable)) that it approves sucli LACMTA Subiiiiltal.
41 49 177

EXECUTION VERSION
EXHIBIT 7 - CONSTRUCTION REQU1REMENT8
GENERAL REQUlRaflENTS
(a) Any Construdion work for any Rearrangements or the City Portion to be performed within the City Rights-of-Way shall be peformed In acoordance with:
(i) in the case of any Rearrangements, the approved Final [)esin (lncluding any changes agreed under Section 3.e+ (Chenqqs to Desiqn) ofthis Agreemen) (ii) all Governmental Approvals, Applicable Law and, subject to Section 3.6 (C/ty Standards) of this Agreement, the City Standatds;
(iii) thescheduleforsuchConstructionworkagreeduridertherelevantWork0rder(ifapplicable) or otherwise under the Project Sdiedule; and
liv) all other Construction requirements set out In this ot othese under the provisions o' this Agreement and any relevant %%rk Order (if applicable). (b) In conjundion with its contractors, LACMTA will be responsible for conducUng public outreach to provide proper notircations to the affeckid communiUes prior to and during Construction complying with the approved final EIR/ELS documents.

EXTENOED WORKING HOUFIS
The Partioa acknowlodgo triat extandad worklng hours (beyond the windows conlemplated In the City'a ordinances limiting work hours am induding holiday or weekend working) may be necessary to facilitate Construction and operation of the City Portion. The Parues will agree such working hours following joint review cf the schedule and activities to be carried out by LACMTA ard the LACMTA Contractors. If a change is required to the agreed working hours, the Parties will negotiate in good failh to agtee such change.

HAULAGE ROUTE8
The Parties will agree haulage routes reasonably neossary to raclitaie Construction and operation of the City Portion. If a change is required to an agreed haulage route, the Parties will negotiate in good faith to agree such change.
lNffiRRuPTION8
(a) The Pariles acknowledge that certain components of the work In the City Portion will require interruptionoftheCityservices. TheParlieswillagreeaplanforanysuchinterr.iptionsand,subject to City approval ofthe plan, theCity consentsto scheduled interruption ofservices deemed necessary by LACMTA. LACMTA must provide the City prior Noti> before the City ser*;es are interrupted. (b) LACMTAwillnotifyaffectedparties,inclbdingresidents,businesses,Counciloffice,andothere!acted officials in advance orscheduled intenuptions and will cooperate mth the City to minimize interruption of the City servioes and resulting disrupUons, provJed that notificaUon may be delayed where LACMTA is required to interrupt services in the event of emergency. Where lhe Clty determines that Temporary Facilities are necessan) sndappropriate, LACMTA shall accommodate this request.

CONSTRUCTION AT AGING PLAN8
G@n*ral Requirements
(a) LAOMTA or the LACMTA Contractors shall develop a construction steging plan ("Conatruation 8taglng Plan") for any Construclion wo* to be pefonned within the City Rights-o&Way. 42 178

EXECUTION VERSION
(b) The City acknowledges that the Construction work to be performed by LACMTA or the LACMTA Contractors within the City Rights-of-Way is intended to be perfomied progressively under mullipls contractual padtages and the Construction Staging Plans described in )his may, therefore, be prepared for each contractual package or for a portion of such Constriiction wcirk (c) A Construction Stag ng Plan shall provide, among other things, for:
li) the handling of vshicular and pedegitrian traffic on streets adjacent to the Construction with the Conatrudon phasing showing street closures, detours, waming devices arxJ other pertinent information specified on the plan (workslte traffic control plans); lii) actions to mgintain acass to businesses adjacent to the Conslruction areas, as possible, and actions to ensure safe acaiss and circulaUon for pedestrians and vehlcular traffic as described in the worksite traffic comrol plans;
liii) elements of public awareness as well as mechanisms to assist affected parties in complaint resolutions.
(d) The City understands that L/)iCMTA requires fiexi5ility in ttie execution of UonstrucUon phasing and Irafflc management p!anning during Construction, and agrees to impose only the minimum requirements hxr traffic management planning arxj Construction sequencing that are necessary in order to provide for public health and safety (induding pedestrian and vehicular safety), and funcUonality (lncluding public and business access am circulation). 8pecific Requirements - Street Llghtlng Systems
LACMTA or the LACMTA Contractors shall de*lop street lighting Construdion Staging Plans, which shall provide, among other things, for:
(a) Ihe safety and security at night time of vehicular and pedestrian traffic on streets adjacent to Construction, mth the street lighting Ccnslruction Staging Plans showing street closures, detours, iiqhting devices, circuit and power service connedions, and other pertinent information; and (b) lighting levels to maintain safe access to businesses adjaoent to the Construction areas, and to ensure safe circulation for pedestrian and vehlcular traffic.

Specific Requlrements - Traffla Management Plan
(a) LACMTA and ths City may agree that a street, h%lhway, br$e or the other City Rights-of-Way shall be temporarily or permanently closed for the necessity and convenience of the WSAB Proiect. If agreed to, a Traffic Management Plan must be developed and submltted by LACMTA orthe LACMTA Contractors, which shall provide, among other things, for worksite tra&: control plans, traffic mrculation plans, and temporary traffic s$nal plans.
(b) WATCH Manual page references shall be aczptable as a form of traffic control plans and submittal. (c) The City's traflr" depattment staff involvel in the review and approval procass shell facilitate the Cityas i}ernal approvals regarding peak hour exemptions, holiday moratoriums, changes to existing parking restrictions in the wcrk zone, night work, and noise variances.

Review and Impk+men €a€lon of Constructlon 8taglhg Plans LACMTA (or the relevant LACMTA Contrador (as applicable)) must submit each Construction Staging Plan to the City for review In accordance with EXHIBIT 6 (U%CMTA 8u5mlHpl %yiqw 43 5/ 179

EXECUTION VERSION
(b) LACM7A (or the relevant LACMTA Contractor (as applicable)) may update a Construction Staglng Plan after it has been approved by the City and must promptly submit each updated Construction 8taging Plan to the City for review in accordance wilh EXHIBIT 6 (LACMTA Submitlql Rqview (C) LACMTA musl and must ensure that the LACMTA Contractors, implement and comply with each Construction Staging Plan which has been submitted to the City and which has been either approved (or deemed approved) under EXHIBIT 6 (LACMTA Submittal Review Pmcedure1.

WORK IN STREETS
General Requlrssmenta
(a) The Parties acknowledge that the City has the duties of supervising, maintalning and controlling streets, highways, and the other City Rights-of-Way. Accordingly, LACMTA shall give tm City 10 days' advance written Notice where Construction work is to be performed in the City Rights-of-Way. (b) LACMTA and the LACMTA Contractors shall take all approp-iate actions to ensure safe performance of the Construction work within the City Rights-of-Way. The City reserves the right to stop work iT public health and safety is orwlll be mmprised by such work. (C) .f LACMTA or a LACMTA Contractor tails to perform any Construdon work within the City Rights-of- Way In accordan> with the Final Design and/or Construction Staging Plans approved (or deemed approved) by the City
City, LACMTA mustcure or must ensure that the LACMTA Contractor cures, the non-compliance.

Traffic Control and Llghtlrig
LACMTA must provide the City priot Notice before conducting the Traffit, Control and Lighting Work lhat mll result in an interruption to service of traffic control devices or lighting systems and LACMTA shall cooperate with the City to minimize such interruption.

C,ity Communication Pacillt!sisi
Construction of replacement conduit st,gnients, Innerducts, and manholes that bypass the conflicting conduit segments shall be done prior to relocation of the communications cables. In addition, relocation/installaUon work of communications cables that carry live production traffic shall be scheduled dvring a maintenance window, in order to minimize system downtime and minimize the City network traffic disruption.

TEMPORARY AND PERMANENT STREET CLO8URE0
Upon nOtifiCallOn.Of a propoasd temporaT} Or permanent street closure, the City, aa requested b7 LACMTA, shall initiate the appropriate proceedings and shal! establish the neoessary conditlons for the closures.

TEMPORARY FACILITIES
LACMTA Facllha
Temporary Facilities may be nemssary to facilitate Construction of the WSAB Project (including Rearrangements). LACMTA or its deslgnee may use, without cost, lands owned or controllsd by the City for any Construdion related purpose, including, bu: not limited to, the erection and use of Temporary Fa61ities thereon; provided thai the City shall first approve in writirx) the availability, location and duralion of the TemporaryFamlities,mthlheCity'sapprovalnottobeunreaaonablymthheld. Upont,omoletionoftherelated Construdon and LACMTA'a determination tha: the Temporary Facilities no longeir are needed, LACMTA shall reinove all Teinporary Facilities and rmlore the arsia as nearly as practicable to its original oondition unless LACMTA and the Ciity agree to some other arrangement. 44 52,180

EXECUTION VERSION
City FaelllUes
In the event that Temporary Facilities are necessary toeffsct a Rearrangement being cormtructed by the City, the City or its designee may use. without cost, lands owned or mnfro:led by LACMTAfor the purpose ofusing or erecUng Temporary Fa61ities thsreon; provided that, LACMTA shall first approve in wtiting the availability, location and duration of the Temporary Facilities. Upon completion of the Reanangement in its pemianent location, the City shall remove all Temporary Facllities and restore the area as nearly as practicable (o its original mndition unless the City and LACMTA agree to some other arrangement.

UNDERGROUND SERVICE ALERT
Prtor to any commencement of underground work by either Party, an "Underground Service Alert" shall be notified in accordance with California law by such Party or its contractor.

ENVIRONMENT AL CONTROL8
All Construction work performed by the City or City Contractora pursuant to this Agreement shall comply with the environmental controls established by LACMTA in the LACMTA Contracts, Induding construction noise and vibration control, pollution controls, atchaeologlcal coordination and paleontological coordination.

SALVAGED mTERIALS
The Parties may agree to salvage certain materials belonging to the City during the course ofReanangement.

If matemls belonging to the City are to be roused, LACMTA's contractor shall exercise reasonable care in removal and storage of such matertals. Matmals shall be inspected and storsd until such time as the progress of work allows the reinatallation of such materials. Materials Ihat arei not to be reuseid in a Rearrangement, but which the City desires to reclaim, may be recovered by the City staff within an agreed time kame or shall be delivered by LACMTA to a location proximate to the salvage site and suitable to the City. &rbject to acceptanoe by LACMTA, if materials remowd by LACMTA are not reused and are not desired by the City, such matertals shall become the property of LA(JMTA.

AS-BUtLT DRAW1NG8

12.1 LACMTAandtheCityshalleachmaintainasetof"as-built"plansofRearrangementsperformedbyLACMTA and the City, respectively, during Construction. Red line mark-upa for temporary lighting systems, traffic signal systems, and other the City FaciliUes sha'l be submitted to the City and LACMTAwithln 15 days after completon of Construction. All Design changes shall be documented on RFI/RFC forms. Upon completion of the Rearrangement work, the Party that peformm the work shall fumish the other Party with reproducible "as-built" drawings showing all Replacement Facilities Installed by the performing Party, within 75 days afler completion of such work foreach set gf plans.

12.2 LACMTAandtheCityagreetoprovidetheotherwithelectronicfilesandfullsizepaperhardcopiesofthose final contract documents that they have prepared, or caused to be prepared, to govem the Construction of a given Rearrangement by thmr respective contractor so that each Party may compile a complete setofcontract documents. Each Party shall prepare or cause to be prepared the contract documents for which it is res(xinsible.
45 63181

EXECUTION VERSION
EXHIBIT 8 - INSPECTION AND ACCEPT ANCE PROCEDURE

INSPECTION DURING CONSTRUCTION
t.1 EachPartyshallgivetheotherPartyatleast10days'NoticepriortocommencingaRearrangementforwhich it is responsible to enable such other Party to make arrangements for inspection of such work.

Any Construt,tion of Rearrangements perfomied by LACMTA (directly or through the LACMTA Contractors) under ttis Agreement shall be subject to inspedion and final acceptance by the City provided that any such inspection car out by the City (directly or through a City Contractor) shall be solely for the purposes of assessing whether the Construction work conforms with, subject to !xlion 3.6 (Citv Standardsl of this hgreement, the City Standards. Such inspectlorvservices $hall be authorized by LACMTA uneier a Work [email protected](WorkOrders)t'fthlsAgreement. IfCityinspectionservicesare authorized under a Work Order, the City shall (or must require that t'ie relevant City Cortractor):
(a) provide inspectors el LACMTA's cost as needed to comply *ith the schedule for such Inspections set out In the Work Order,
(b) cooperate and cooroinate with the LACMTA Representative and the LACMTA Contractors to observe and inspect any Reanangements or new City Facilities so that upon completion of Construction, the City will have a basis for acceptanm oflhe work:
(c) ensure that all City inspectors submit copies of daiJy written inspection reports to LACMTA, each within 48 hours after such inspection; and
(d) temove and replaoe any inspector seven days afier LACMTA's reasonable written recluest.

1.3 Any Construction work peformed by the City or a City Contractor pursuant lo a Work Order agreed utxier the provisions of this Agreement shall be subjed to LACMTA inspection and final acceptance.

If, in carrying out an inspedion, a Party idenUfies Non-conforming Work, the Party must provide the other Party with immediate Noticewith detailed reasons (arxi in any event, no later than 48 hours From discoveiry).

The Party that performed the relevant work mustrectify any Non-conforming Work.

The Cit)i shall not have any inspection rights with respect to any structures or physical elements that are owned and maintained by LACMTA, a LACMTA Contractor, or a tenant or lioensee or LACMTA.

ACCEPTANCE PROCE:DURE
Promptly following completion of any Rearrengement, the Party that perfomied the Construction shall noUfy the other Par§ that the Reatrangement is ready for final inspection.

Ihe Uity shall accept all Rearrangements that ate in conformanoe mth the City Standards.

INDEPENDENT ENGINEER
The City acknowledges and agrees that LACMTA may dslegate its inspection and acceptance righls under this to an imependent engineer appointed under the provisions of any LACMTA Contrad. 46 64182
EXECUTION VER810N
E:XHIBIT 9 - OPERATION AND MAINTENANCE PRINCIPLES
PRIMARY RESPON81BILITIE8
LACMTA (directly or through the LACMTA Contractors, including in particular the P3 Developer) will be responsble for the operatiori and maintenance ofthe WSAB Projed induding Ihe City Portion (and including maintenanoe of any low impactdevelopment wafer and storm drain mitigation meaaures constructed outside of the City Rights-of-Way as part of the WSAB Project and on the Project Site or otherwise on a LACMTA- owned r5ht of way).

1.2 The City (directly or through the City Contractors) will be responsible for:
(a) the malntenan> of all City Facilities wittin the City Rights-of-Way including trees, gutkers, sidewalks, ramps, streets, roadways, utllitmsi vaulls, pull boxes, ligjits, signals, City loops, striping, signage, irrigation, bio swales am landscape;
(b) operation of the traffic signal system within the jurisdiction and control of the City, and (c) maintena('rcs of all low impact development water and storni drain mitlgakion nteasures constiucled within the City Rights-of-Way.

TRAFFIC SIGNAIS
With respect to Its responsibility for the operation ofthe traffic signal system within the jurisdiciion and control of the City, the City ahall work cooperatively with LACMTA to facilita(e the safe and effickint operation of the City Portion. The City shall not modify the traffic signal model controller soflware on the City Portion without riotificattn to and coordinaUon with LACMTA.

MAINTENAN(:E OF THE CITY PORTION
LACMTA shall obtain appropriate permits from The City when performing maintenance work on or near the City streets and conform to all of the City's permitting requirements for the submittal, revmw, and approval of temporary traffic control plans, use of public r5hts-of-way, or any other activity requiring a permit or license In accordance with the City Use of Publia Property Permit Process and ApplicaUon and Requirements For Traffic Control Plans. All traffic control devices Mll conform to accealed City practices and 3hall be installed and maintained In accordance to the Califomia Manual on Unitrm Traffic Control Devices. All City staff costs Incurred for permHng such work shall be reimbursed by LA(JMTA through the Work Orcer process set forth In this Agreement
UTILITY CONTRACT8
In the event the City enters into a oontract with private utility companies such as Southern California Edison for the provision ofelectricityand/orthe applicable waterdistrict for the provision ofwater supply in connection with the WSAB Project, LACMTA shall similarly procure separate license and cooperative agreements with such private uUliUes. Further, if the City owns and operates its own "power" department and the W8AB Project draws electricity fmm this source, then such agreements ahall include a "power restoration" priority ptovision regaming oulages resulting from emergencies whereby the WSAB Project and future operations shall be provrded mth the htghest level pnorrty consistent with otner state-wide designated essential facilities. 47 d 183

EXECUTION VERSION
PartA:Form80
EXHIBIT 10 - FORM8
Name of OfferoriContractor/Utility Company (Name of Preparer):

Scope of Work/Deliverable (provide expanded
descripUon on Form 60 page 2)
Home office addms
Division(s) and Locations where Work Is to be perfonned LACMTA Solicitetion/Proposal/Contrad Numhsr/Work Order/Chsine Notic.e and/ar Chane
Order Refatenoe Number(s):

NOT E: For proper calculations of cost elemenl :s link addR:inal sheets to this summary page.

1. Dlrect Labor Est.

Hours
Rate Per
Hour
Est. Cost -' TOTAL

2. 0.00 IiO.OO
I
iO.OO

3. 0.00 IiO.OO iO.OO

4. 0.00 IiO.OO 10.00

5. TOTAL DIRECT LABOR HOUR8 0.00 1 OT AL DIR!CT LABOR $0,00

6. Labor Overhead (O/H) O/H Rate x Base l Eat Coat

7. 0% $0.00

8. TOT/,L IABOR OVERHEAD $0,00

9. D1r*ct I flaterial Eat Cost
__iQ._

11. __a_. P_qr;hate Partsi
b. Subcontracted Items
I
fO.OO
I
iO.OO

12. c. Other l iO.O0

3. TOTAL DIRECT MATE RIA l $0.00
114. Equipment Unit Cosr Eat Coat

15. !0.00 iC.OO

16. I
K).00 iO.OO

17. TOTALEQUIPR I!:NT $o.oo

10. Subcontractors' Eat, Coat

19. !0.00

20. !C.OO
2 iC.l) 0
2 TOTA-8UBCONTRACTOf l:3 IiO'.OO
2 I. ' TOTAL BUROENED CO8T (add liva 6, 8, 13, 17 and 2: ) IiO.OO 2 Oth*rDlrectCosts Eat Cost

25. $_0._O(_
:_e. ffi'.-00-

27. 1aOO

28. TOTAL( THER DIRECT C( )STS $0.00
29, Travel Eat Com

30. a.' rransportatlon iO.OO

31. b. I%r Dlem or Subsbitence
I
iO.(10

32. TOTALTFtAVE l $0.00

33. aonoral and Admlnlstmtlvo
Expense
Rate % % x lme 23

14. 0%
l
i( .01i
IS. TOI AL I3ENE RAL A? 0 ADMI NISTRATIVE E) €P! P18E IiO.OO

36. TOTAL!i €TIM IAT!t ) 008' re!(Total llne_s 2i3, 28, 32 and 3!! ) Ii0,00

37. Profit/Pea TotalLaborand
Overhead
(lfne 6 + line 8)
Rate % % x Total Laborand Overhead

18. 0% $:).0

19. TOTA! ;i IiO.OO

40. TOTAL E8TNATEO PRICE (Total of Llnes 36 and 3i ) ! iO.OO 48 184

EXECUTION VERSION

41. Milestone
fTask
Number
Mllestonsss/Tasks Hours Completlon
Date
PaymentAmount

42. $0.00
$0.0043.

44. $0.00

45. TOTALMI .E8TONEe/TA81 (S (Must equal line 40) $0.00 " Attach Farm 60 for all proposed subcontraclors pcfomiing work under Form 60 Prime Contrcctor where applicable. Transfer Est. Costto this Section.

46. Fill in appRcable sections only

47. t- as any Agency of the United States Government, State government, local public agency or the Los Angelea County Motropoliton Tronsportotion Authority (LjlCMTA) porformod ony review of your account cr recordei, overhead rates, and general and administrative rates in oonnection with any public prime contract or submntract wilhinthepasttwelvemonths? Yes No Ifyes,wien? ReferenceConlractNo.

48.a. Agency Name/Address 48,b. Individual to contact/Telephone Number

49. As requited by LACMTA, firms not audited, as descrtitid above, shall submit finan6al data and calculations in sufficmnt detail to support all proposed direct costs and subcontractor oosts.

50. The proposal reflects our esUmates and/or amal mats as of the date am by submitting this ptoposal, Proposer/Consu tant gtants to LACMTA Contracting Officer and authorized representative(s) the right to examine, at any time before award, thoss) records, whic)a include books, documents, accounting procedures and ptactices, and othe7 supporting data, rag@rdless of type and form or whether such supporting information is specifically referenzd or induded in the proposal as the basis for pricing, that will permit an adequale evaluation of such cost or pricing data, along with the computations and projections used therein, for the puzose or verifying the cost or pricing data submitted. This right may also be exercised in connection with any negotiations/discussions prior to contract award or execution of contract modification.

51. CE RTIFICATE
The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted accounting principles, Proposer/Consultant represents: (a) that it has , has not , employed or retained any company or person (otherthan a full time bona fide emplo'/ee working solely forthe Proposer/Consu lant) to solicit or secure a contract, and (b) that it has , has no( , paid or agreed to pay to any company or person (other than a full time bona fide empoyee working solely for the Proposer/Consultant) any fee, commission, percentage or brokerage %e, contingent upon or resulting from the awatd of thm contract, and agrees to InformaUon relating to (a) and (b) above, as tequested by the Contracting Officer.

52. CERTIFICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and mlief, the cost or priang data (as defined in Section 2.101 of the Federal Acquisition Regulations (FAR) and required under subsection 15.403-4) submittec, either actually or by specific identification in writing, to LACMTA's ContracUng Officer or to LACMTA's Contraclirig Officer's representaUve in support of ' are accurate, complete and current as of " ". This certlfiffiUon Induces the cost or pricirc data aumorllna any advance agreements and torwars pricin@ rats a0reemenls between the Propo.qe'r/Constiltant/Contractor q*d I A(:MTA that are a part of the proposal.

53. This proposal as submitted represents our bestestimates and/or actual costs as of this date.

54. Type Name Bnd Title of Authorized Representative Signature Date"'

55. ' Identify the proposal, quotation, request for price adjuslment, or other submissicn involved, giving appropriato idontifying _numbor (o.g. Informotion For Bid No., Work ardor No., Roquost ror Proposal No., Change Order No., Modification No., eh=.)

58. " Insert the day, month-and year when price negotiaUons were conduded and price aqreementwasreached. _

57. ' "; Insert the day, month and year ofsignir6 (i.e., When price nijotiationt, web' concluded and mutual agreement was reached on contract price).

Foma 6i)Attachment s (Applicable if Box is 01'idea )
i icope of Wodk Expanded IDescrlpU'on for m di Cost'EsUmate is based on:
1 2
3 49
5?-185

EXECUTION VERSION
4 Schedule in which Scope of Work is based on:
1 7
3 4
The Non-Disclosure Agreement (NDA) provisions (as set out in the NDA between City and LACMTA) are applicable to the folloWing Foim 60-specific itenis:
1 2
3 4
Tradt Allocation Request for Metro active rail right-of-way encroachment is anticipated per stated Scope of Work. The Following informaUon is provided in advance to facilitate final Metro TAR approval:
1 2
3 4
FOR,A 80 IS !"IGNF[) AND FXF(.UTF-D WITH THE FOI 1_OWING ADDITIONAL ASSUMPT10N8- 1 CITY AS-BUILT RESEAR(,H BY CITY FOR METRO PROJECTS IN THE PLANNING PHASE SHALL BE

TREATED AS PART OF LABOR OVERHEAD PORTION OF COST
60 186

EXECUTION VERSION
Part B: LACMTA "PotenUal Notice of Betterment" Fonn The Word file of the latest version of this form is available upon request from LACMTA's assigned Third Party Administration (TPA) Rsprsssntmivs
Alternatively, a written memotandum on City's letterhead may be submitted to the TPA Representative with the follomng required information:

Scope: Describe in detail with referenoe to ap0icable sections of this Master Cooperative Agreement. City Standards, and Appli>ble Law Includlng any rekivant codes.

Note the following common aeasons for denial:
(a) Scope Is not per agreed City Standards or a legal requirement. (b) ScopeaddedaflereslablishmentoftheapplicableBasisofDesign. (c) Scope is not endorsed by LACMTA as a WSAB Project requirement. (d) Scope is not identified in the EIR or amendments.

Detailed Justification: Why does City believe the scope is not a Betiemient? Cite specific prior cases, exceptions under Appliuble Law Including any televant oodes, project-specific reasons, etc.

Cost Es!imate: Use Metro Form 60 to provide a detailed cost breakdown as ptoposed for the Betterment in qut=atlor.

City's Agreement: City agrees that scope is a Betterment and provJes separate funding. The source offunds mustbe specified, City approved financial documents supporting validity and timing of funds must be provided, and a determination regarding whether City will commit to provide adequate front inding for cash-flow must be made.

Signatures: Tm form shall provide a signature biock with 2 signatures from City Rsprsp,emativsis a@rssing to the infomiation provided.

LACMTA Signatures: The fow signature blodt area shall provide forLACMTA to cotintemlgn with 2 LACMTA Representative s5natures with chedtboxes indicating whether the 8etterment proposal is dsnieid orapproved. 51 9f 187
EXECUTION VER810N
EXHIBIT 11- GOVERNMENT AL AND LE:NDER REQUIREMENTS
AUDIT AND IN8PECT10N
ThB Cily shall oomply with all financial record ke@ping, reporting and such other requuemems as may be imposed as a condition to or requirement of funding obtained by LACMTA from third parties (ptovided that LACMTA gives reasonable Notice of such requirements to the City). The City shall permit the authorized representatives of LACMTA, the u.s. Department of Transportalion, the Comptroller General of the United States, any other govemment agem,y, and/or financial insUtuUon providing funding or oversight on the WSAB Project :o inspect, audit and copy, during normal business hours a'id upon reasonable notice. all cost and other relevant records refaUng to performant,e by the City, its contractors and suboontractors under any Work Order issued to the City for lhe WSAB Project or Rearrangements of the City Facilities related thereto, from the dateofthis Agreement itrough and until not less than three years after the date oftermination or expiration of this Agrmment, except (a) in the evenl of litigation or settlement of claims arising kom perfonriance of this Agreement, in which case necordg shall be maintained until the dlsposi!ion of all such lit5ation, appeals, daims or exceptions related thereto, and (b) sudi laterdate as is required by the rules and regulations of any such gavernment agency (X financial institution (provided LACMTA gives reasonable Notice of such later datetatheCity). Examinationofadocumenlorrecordononeoccasionshallnotprecludefurtherexamination of such document or record on subsequent occasions. By providing any of its records for examlnation pursuant to this EXHIB1T44 the City represents and warrants that such records are acairate and complete.

The City further agrees to permit the Federal Transit Administration and its contractors access to sites of performance umer this Agreement as teasonably may be required. The Cily shall insert into any contracts it enters Into for the perfoririance of work hereunder the above requirements and also a clause requiring the contractors (or consultants) to include the sbove requirements in any subconlracls or purchase orders. In the case of such contractors, consultants, su5contractors and suppliers, any records subject to the above requirements shall Include, without limitation, any relevant records as to which a ta;x prMlege mlght otherwise be asserted.

INTEREST OF MEMBER8 0F CON €3RESS
No members of or delegates to the Congress of the United States shall be admitted to any shate or part of this Agreement or to any beqefit arislng therefrom.

PROHIBITED INTERESTS
No member, offioer or empkiyee of LACMTA, or of a local public body, during his or her tenurs or for one year thereafter shall have any interest, direct or Indirect, in this Agreement or the proa.eds thereof. To LACMTA's and the City's knowledge, no board member, officer or employee of LACMTA has any interest, whether mntractual, non<ontractual, financial or otherwise in this transaction, or in the business of the City qrid if any such intsrssl cams tei ths knrimsdge of sithsr Pqrly m any time, a full qnd covpmte disclostire of all such informalion will be made in writing to the other Paity, even if such interest woukl not be considered a confiic) under Article 4 of Divislon 4 (commencing with Section '090) or Division 4.6 (commencing with Section 3690) of the Govsrrment Code of the Slate of California.

ECIUAl EMPLOYMENT OPPORTUNITY
In connectioh with the performanoe ofthisAgreement, the Parties shall not discriminale against any employee or applicant for employment because of age, race, religion, color, sex, sexual orientation, national origin or disability. The Parties shall take affirmative action to ensure that appliunts are employed, and that employees are trealed durir4 their employment, withoul regard to their age. race, religion, color, sex, sexual orientation, national origin, or disability. Such action shall include, but not be limited to the following:
employmenl upgrading, demotion or transfer; recruitrnent or rscruitment advertising; layoff or termination; rates ofpay or other forms ofcompensaUon; and selection fortralnlng, including apprenticeship. 52 ,2o188

EXECUTION VERSION

5. Dl8ADVANTAGEDBUSINE88ENanERPRl8E
In connection with the perfmnance of this Agreement, the City will cooperate with LACMTA in meeting all applicable federal regulatiors with regard to the maximum utilizatlon of disadvantaged business enterprises. and will use its best effortti to ensure that disadvantaged business enterprises shall have the maximum practicable opportunity to compete for subcon(ract work under thia Agreement.

PRIOR APPROVAL
This Agaeernent and all amendments thereto are subjea to u.s. Deparhent of Transportation, Federal Transit Administration review and approval.

NON-D13CR1MINAT10N
Without limiting any other provision of this , the City agrees to comply, and to cause all of its contradars who work on projeds subject to this Agreement to comply, with all applicable non-discriminatlon laws, rukss and requlations, whether imposed by federal, atate or local authority.

BUY AMERI(IA
IF the City performs any City Construction Work under a Work Order, the City must comply with 49 u.s.c. 5323(j) and 49 CFR Part 661 etseq., which provde lhat federal Ainds may notbe obligated unless steel, Iron, and manufactured products used in FTA-funded projects are produced In the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. If the City peforms any City ConstnicUon Wortt under a Wotk Order, the City shall Incorporate the Buy America conditions set forlh in every ccntrad or purchase order entered intowith a City Contractor in respect ofsuch City Construction Work and shall enforce such conditions.
53 189
CITYMANAGER'S OFFICE Item No. 5
JUL 1 Z 2023
IZ:%O(r'
Ciffl of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of: July 25, 2023
Originating Department: Parks and Recreation
DepartmentHea CityManager:

Steve Costl Je ers
SUBJECT: RIGHT TO NON-EXCLUSIVE TEMPORARY USE AGREEMENT WITH

HUMAN SERVICES ASSOCIATION FOR HOLLYDALE COMMUNITY CENTER PURPOSE: To grant a Right to Non-Exclusive Temporary Use Agreement ("Agreement") with Human Services Association ("HSA") to provide pre-school and other services at Hollydale Community Center (the "Center").

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving a Right to Non-Exclusive Temporary Use Agreement with Human Services Association (HSA) for the Hollydale Community Center to provide early childhood and pre-school services for children in South Gate and surrounding communities; and b, Authorizing the Mayor to execute Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: HSA will pay the City $1,850 per month.

REPORT SUMMARY: On August 1, 2009, the City entered into the initial agreement with HSA to provide early childhood and pre-school programs at the Center. The group has remained at the Center since that time with only a brief break during the COVID pandemic years. The purpose of this Agreement is to continue the relationship with HSA and provide much-needed services to the residents of South Gate and the surrounding communities.

Childcare, especially infant care, is in critical shortage. The ability for families to have an opportunity to entrust their infants to certified programs allows parents to continue to work or attend school themselves. Without access to such programs, parents may be forced to stay home which can further lock individuals into poverty. Many families don't have family or employer provided childcare programs as an alternative to help care for their little ones.

HSA's program at the Center consists of activities to help children ages 18 months to 3 years old develop basic learning and socialization skills that can lead to healthier habits when they get older.

HSA's staff provides a nurturing environment for the children as well as parental skills training for the adults.
1 190
The services are provided in a special renovated space at the back 1/3 area of the Center where two (2) classrooms of eight (8) children each are cared for on a daily basis. Attached to the back of the classroom space is an updated play space and playground equipment that is used specifically for the program. HSA's program is regulated by the State of California as to the number of children that can be cared for at any given moment, staffing ratio requirement, ceitification requirements, and physical space layout required for their operations.

The Agreement allows the City to use the facility space during non-HSA use. Due to this being a licensed childcare facility, having individuals not associated with the program is not permitted for security and safety reasons by the State. During time periods in which HSA is not operational, the City is able to use the facility for public meetings and specialize classes which the Department may offer. Previously, the City offered martial arts classes in the facility.

ATTACHMENT: Proposed Agreement
2 191
Right to Non-Exclusive Temporary Use Agreement
This Right to Non-Exclusive Temporary Use Agreement ("Agreement") is entered into as of July 25, 2023 by and between the City of South Gate (the "CITY") and Human Services Association ("TENANT").

RECIT ALS
WHEREAS, CITY desires to grant TENANT the right to use a portion of the Hollydale Community Center ("HOLLYDALE") located at 12221 Industrial Avenue, South Gate, California, for a specified time each day as agreed to, and TENANT desires to use a portion of HOLLYDALE at a specified time each day, all subject to the tertns and conditions set foith below.

NOW, THEREFOR, the CITY and TENANT hereby agree as follows:

1. LEASE OF PREl%flSES. The CITY hereby grants TENANT, and TENANT hereby accepts such grant from the CITY, the right to use temporarily the following portion of HOLLYDALE: the main hall, offices, kitchen, storeroom and restroom area (the "PREMISES"), on a temporary basis on a schedule to be agreed upon. TENANT shall have the right to use the PREMISES as indicated within the program schedule. Attached as Exhibit "A" is the current program schedule for use of the PREMISES by the CITY and TENANT. This Exhibit may be revised by the parties from time to time as mutually agreed upon.

1.1 CITY AGENT. The CITY'S Director of Parks & Recreation, or his/her designee ("Director"), for the purposes of this Agreement, is the agent for the CITY; whenever approval or authorization is required, Operator understands that the Director has the authority to provide that approval or authorization. The Director retains full discretion to consult with the City Manager, City Attotney, other City personnel and consultants, and the City Council, as necessary, during the term of this Agreement relating to such approvals or authorizations related to City's performance hereunder.

2. TERM. The term of this Agreement ("Term") will commence on July 1, 2023 ("Commencement Date"). This Agreement shall have an initial term of one (1) year, with four annual renewals for additional one (1) year periods, unless the agreement is terminated sooner in accordance with the provisions of this Agreement.

3. TERMINATION OF AGREEMENT. Representatives from the CITY and TENANT shall meet annually to evaluate the success of this Agreement and to review the terms of the Agreement to determine if changes or amendments are indicated.

3.1 Either the Director of Parks & Recreation (Director) or TENANT may terminate this Agreement, without cause, by giving the other party thirty (30) days written notice of such termination and the effective date thereof. In the event of such termination, all facilities must be returned to their original condition and all equipment and materials belonging to the operator must be removed at TENANT's expense, unless otherwise agreed to by the DIRECTOR. 192
Right to Non-Exclusive Temporaiy Use Agreement
Human Services Association (HSA)