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HomeMy Public PortalAboutA 2016-02-02 CCThis Agenda contains a brief general description of each item to be considered. Copies of the Staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection. Any person who has a question concerning any of the agenda items may call the City Manager at (390) 603 -0220, ext 200. Procedures for Addressing the Council IN ORDER TO EXPEDITE CITY COUNCIL BUSINESS, WE ASK THAT ALL PERSONS WISHING TO ADDRESS THE COUNCIL FILL OUT A FORM PROVIDED AT THE DOOR, AND TO TURN IT IN TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. FAILURE TO FILL OUT SUCH A FORM WILL PROHIBIT YOU FROM ADDRESSING THE COUNCIL IN THE ABSENCE OF THE UNANIMOUS CONSENT OF THE. COUNCIL. AGENDA ITEMS ON FILE FOR CONSIDERATION AT THE REGULAR MEETING OF THE LYNWOOD CITY COUNCIL TO BE HELD ON FEBRUARY 2, 2016 COUNCIL CHAMBERS 11330 BULLIS ROAD, LYNWOOD, CA 90262 6:00 P.M. EDWIN HERNANDEZ MAYOR AIDE CASTRO MAYOR PRO -TEM MARIA TERESA SANTILLAN -BEAS COUNCILMEMBER CITY MANAGER J. ARNOLDO BELTRAN CITY CLERK MARIA QUINONEZ OPENING CEREMONIES CALL TO ORDER JAN 2 8 2016 C!7'V OF LYNWOO® li SALVADOR ALATORRE COUNCILMEMBER JOSE LUIS SOLACHE COUNCILMEMBER CITY ATTORNEY DAVID A. GARCIA CITY TREASURER GABRIELA CAMACHO 2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK 3. ROLL CALL OF COUNCIL MEMBERS Salvador Alatorre Maria T. Santillan -Bess Jose Luis Solache Aide Castro Edwin Hernandez 4. PLEDGE OF ALLEGIANCE INVOCATION 6. PRESENTATIONS /PROCLAMATIONS • Business of the Month • Sheriff Captain Ernie Chavez — Update on Law Enforcement Issues • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)). 7. COUNCIL RECESS TO: • CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY • LYNWOOD HOUSING AUTHORITY • LYNWOOD PUBLIC FINANCING AUTHORITY • LYNWOOD UTILITY AUTHORITY PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NON - AGENDA PUBLIC ORAL COMMUNICATIONS THIS PORTION PROVIDES AN OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE COUNCIL ON ITEMS WITHIN THE JURISDICTION OF THE COUNCIL AND NOT LISTED ON THE AGENDA. IF AN ITEM IS NOT ON THE AGENDA, THERE SHOULD BE NO SUBSTANTIAL DISCUSSION OF THE ISSUE BY THE COUNCIL, BUT COUNCIL MAY REFER THE MATTER TO STAFF OR SCHEDULE SUBSTANTIVE DISCUSSION FOR A FUTURE MEETING. (The Ralph M. Brown Act, Government Code Section 54954.2 (a).) CITY COUNCIL ORAL AND WRITTEN COMMUNICATION EDWIN HERNANDEZ, MAYOR AIDE CASTRO, MAYOR PRO TEM SALVADOR ALATORRE, COUNCILMEMBER MARIA T. SANTILLAN -BEAS, COUNCILMEMBER JOSE LUIS SOLACHE, COUNCILMEMBER PUBLIC HEARING 8. GENERAL PLAN AMENDMENT NO. 2016 -01A, ZONING CODE AMENDMENT NO. 2016 -01A CITY -WIDE Comments: On December 22, 2015, the City Council adopted a Resolution authorizing the approval of a Disposition and Development Agreement (DDA) for a senior citizen housing project on City property located on Atlantic Avenue between Agnes Avenue and Lavinia Avenue. A requirement of the DDA requires that the City to prepare an amendment to the Land Use Element of the City's General Plan that creates a new land use designation for senior housing development projects that are affordable to lower income households and changes the land use designation from Open Space (OS) to a new land use designation and a zoning code amendment that creates a new zoning classification consistent with that change from Open Space (OS) to said new zoning classification. (DCE) Recommendation The Planning Commission recommends that the City Council conduct a public hearing regarding GPA 2016 -01A and ZCA 2016 -01A, and: 1. Find that ZCA 2016 -01A (Zoning Code Amendment) and GPA 2016 -01A (General Plan Amendment) qualify as exemptions in accordance with CEQA Guidelines, Section 2 15061 as defined by Section 15378. Under CEQA Guidelines Section 15378, the proposed amendments are not a project under CEQA because they will not cause a "direct physical change in the environment," or a "reasonably foreseeable indirect physical change in the environment" because they are limiting in nature and do not authorize any specific development activity or promote new construction or growth; and 2. Approve Resolution No. 20016- _ approving GPA 2016 -01A, for creating the Senior Citizen Housing Development (SCH) zoning district and amending the General Plan based on the findings in the attached to the Resolution; and 3. Introduce Ordinance No. _ thereby approving ZCA 2016 -01A PA08 -0099, for creating the Senior Citizen Housing Development (SCH) zoning district and amending various sections of Chapter 25 of the City of Lynwood Municipal Code. GENERAL PLAN AMENDMENT NO. 2016 -01B, ZONING CODE AMENDMENT NO. 2016 -01 B, ASSESSOR'S PARCEL NUMBERS: 6186 - 001 -900, 6186 - 001 -901, 6186 -001- 902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186- 001 -907, 6186- 001 -908 AND 6186- 001 -909 Comments: On December 22, 2015, the City Council adopted a Resolution authorizing the approval of a Disposition and Development Agreement (DDA) for a senior citizen housing project on City property located on Atlantic Avenue between Agnes Avenue and Lavinia Avenue. A requirement of the DDA requires that the City to change the land use designation from Open Space (OS) to the newly created Senior Citizen Housing Development (SCH) land use designation and change the zoning designation from Open Space (OS) to the newly created Senior Citizen Housing Development (SCH) zoning designation. (DCE) Recommendation: The Planning Commission recommends that the City Council conduct a public hearing regarding GPA 2016 -01 B and ZCA 2016 -01 B, and: 1. Find that GPA 2016 -01 B (General Plan Amendment) and ZCA 2016 -01 B (Municipal Code Amendment) are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15305 of the CEQA Guidelines, (Minor Alterations in Land Use Limitation); and 2. Approve Resolution No. 2016 -_ approving GPA 2016-0113, thereby establishing General Plan Land Use Map designations for certain properties as described in the Resolution; and 3. Introduce Ordinance No. _ approving a Zone Change (ZCA 2016 -01 B) from Open Space (OS) to Senior Citizen Housing Development (SCH), based on the findings in the Ordinance. CONSENT CALENDAR All matters listed under the Consent Calendar will be acted upon by one motion affirming the action recommended on the agenda. There will be no separate discussion on these items prior to voting unless members of the Council or staff request specific items to be removed from the Consent Calendar for separate action. 10. APPROVAL OF THE WARRANT REGISTER Comments: City of Lynwood warrant register dated February 2, 2016 for FY 2015 -2016. (FIN) Recommendation: Staff recommends that the City Council approve the warrant register. 11. RESOLUTION AUTHORIZING THE EXAMINATION OF SALES OR TRANSACTIONS AND USE TAX RECORDS Comments: In order for MuniServices, LLC to prepare its analysis for the City, they must obtain access to confidential sales and use tax records maintained by the State Board of Equalization (SBOE). In order for this information to be made available to MuniServices, LLC as the City's consultant to perform the aforementioned audit services, the attached resolution must be approved by City Council to authorize disclosure of SBOE confidential taxpayer information on behalf of the City. (FIN) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE EXAMINATION OF SALES OR TRANSACTIONS AND USE TAX RECORDS ". 12. RENEWAL OF AGREEMENT WITH AMERICAN LANGUAGE SERVICES FOR SPANISH TRANSLATION SERVICES Comments: On July 31, 2006, the City entered into a three year agreement with American Language Services (ALS) for the purpose of translating the short agendas for each City authority into Spanish, in an effort to facilitate access and understanding of City business by a greater number of residents. On July 7, 2009, the contract was extended on a month -to -month basis for six months. On January 5, 2010, the City opted to renew the existing agreement with ALS for another three years. On February 5, 2013, Council authorized the renewal of the existing agreement with ALS. The contract is set to expire on February 5, 2016. (FIN) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD DISPENSING WITH THE FORMAL BIDDING REQUIREMENTS, APPROVING THE RENEWAL OF THE EXISTING AGREEMENT WITH AMERICAN LANGUAGE SERVICES TO PROVIDE SPANISH TRANSLATION SERVICES FOR AUTHORITY AGENDAS AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT ". 4 13. PROPERTY ASSESSED CLEAN ENERGY - YGRENE AND CMFA Comments: The Property Assessed Clean Energy (PACE) financing program provides property owners in participating cities and counties with an option to finance approved energy- and water - saving improvements on their property. PACE financing is offered by several organizations and the programs are, also referred to as CaliforniaFirst, HERO, mPOWER, Ygrene, and among other names. The City has been approached by Ygrene and CMFA to consent to the inclusion of Lynwood in their respective PACE program. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolutions entitled: 1) YGRENE (SB 555)- "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO" 2) YGRENE (AB 811) - "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY, PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO" 3) CMFA- "RESOLUTION OF THE CITY OF LYNWOOD APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY; CONSENTING TO THE INCLUSION OF THE PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY PACE PROGRAM; AUTHORIZING THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENT WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS" 14. AMENDMENT TO TRANSIT AREA STRATEGIC PLAN Comments: The City of Lynwood (City) applied to the Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro) for a 2012 -2013 Round 3 Transit Oriented Development (TOD) Planning Grant. The successful application resulted in the City receiving an award of $800,000 to prepare, and adopt the "Lynwood Transit Area Strategic Plan ". The Lynwood Transit Area Strategic Plan (TASP) is a document to provide policy direction and guidance on how the Long Beach Transit Oriented District area of Lynwood will develop into a new transit oriented district with a mix of residential, commercial, industrial, public, and open space uses. The development of the TASP has garnered input from the community stakeholders, staff and our elected officials. By way of outreach and communicating with the stakeholders of Lynwood, It has been determined that an amendment to the Contract with MK Planners expanding the Target Plan Area and Scope of Work in developing the Transit Area Strategic Plan is necessary to fulfill its objectives and maximize the benefit of creating said Strategic Plan. (CD) Recommendation: Staff respectfully requests that after review and consideration, the City approve and adopt the following resolution entitled: " A RESOLUTION OF THE CITY OF LYNWOOD CITY COUNCIL AUTHORIZING THE FIRST AMENDMENT TO THE AGREEMENT BETWEN MICHAEL R. KODAMA PLANNING CONSULTANTS FOR THE DEVELOPMENT OF THE LYNWOOD TRANSIT AREA STRATEGIC PLAN, AND SUBSEQUENT FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND LA COUNTY METROPOLITAN AUTHORITY (LACTMA) FOR THE TRANSIT ORIENTED DEVELOPMENT (TOD) PLANNING GRANT." 15. TREASURER'S QUARTERLY INVESTMENT REPORT Comments: The purpose of this item is to have the Honorable Mayor and the Lynwood City Council review the Treasurer's Quarterly Investment Report as required by State Statutes. (CT) Recommendation: It is recommended that the City of Lynwood receive and file the attached Quarterly Investment Report. The information provided in this report highlights the investment activity for the 2nd quarter ending December 31, 2015. 16. TREASURER'S INVESTMENT POLICY STATEMENT Comments: The investment policies and practices of the City of Lynwood are based on state laws and principles of prudent money management. This statement is intended to provide guidelines for the prudent investment of idle and surplus cash, while meeting the short and long -term cash flow demands and it is submitted annually for City review. The primary goals of these policies are: To assure compliance with all federal, state, and local laws governing the investment of monies under the control of the Treasurer. 2. To protect the principal and asset holdings of the City's portfolio. 3. To ensure that adequate liquidity is provided for the prompt and efficient handling of City disbursements. 4. To generate the maximum amount of investment income within the parameters of these investment policies and guidelines for suitable investments. (CT) Recommendation: It is recommended that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE TREASURER'S INVESTMENT POLICY STATEMENT ". 17. APPROVAL OF FIRST AMENDED AGREEMENT WITH CAL -CITY CONSTRUCTION, INC. (CIP NO. 67.007) Comments: On October 20, 2015, the City Council approved an award of contract to Cal -City Construction, Inc. for the construction of the Yvonne Burke -John D. Ham Park Community Center (Project). The Notice of Inviting Bids for the construction of Yvonne Burke -John D. Ham Park was issued on July 30, 2015 following the City Council's approval to accept the plans and specifications and authorization to release a Request for Bid on July 7, 2015. The bid document included a provision for a 10 percent retention on payments. While a 10 percent retention had been permissible under State law, that has changed with the passage of SB 293. Senate Bill 293 became effective January 1, 2012, which added Section 7201 to the Public Contract Code, limiting the amount of retention proceeds that may be withheld on all public contracts executed after January 1, 2012. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF CITY OF LYNWOOD APPROVING THE FIRST AMENDED AGREEMENT BETWEEEN THE CITY AND CAL -CITY CONSTRUCTION, INC. TO MODIFY THE RETENTION AMOUNT." 18. REQUEST FOR APPROVAL OF RECLASSIFICATION OF PARKING ENFORCEMENT MANAGER TO PUBLIC SAFETY MANAGER Comments: The City Council approved the reorganization to establish the Department of Development, Compliance and Enforcement Services Department. Since the approval the position of Parking Enforcement Manager was reclassified to Public Safety Manager, staff has identified the need for approval of the reclassification by City Council to make the change in the organizational structure. (HR) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN, FOR THE RECLASSIFICATION OF PARKING ENFORCEMENT MANAGER TO PUBLIC SAFETY MANAGER OF DEVELOPMENT, COMPLIANCE AND ENFORCEMENT SERVICES DEPARTMENT." NEW /OLD BUSINESS 19. CONTRACT AMENDMENT — SPECIAL COUNSEL SERVICES FOR LRA DISSOLUTION Comments: On February 4, 2015, the City entered into a contract with the Law Offices of Gustavo Lamanna to provide legal services in connection with Assembly Bill x1 26 and 1484; specifically, services related to the implementation of AB 26/1484 and the wind -down of the affairs of the former Lynwood Redevelopment Agency and related operations within the City of Lynwood ancillary to AB 26/1484. The contract was entered into under the contract authority of the City Manager in the amount of $15,000. Subsequently, on November 3, 2015 the contract was amended to increase it by $35,000 in anticipation of extended work intended to secure the City the Finding of Completion. (CM) 7 Recommendation: Staff recommends that the City Council adopt the attached resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH GUSTAVO LAMANNA FOR SPECIAL COUNSEL SERVICES RELATED TO THE FORMER LYNWOOD REDEVELOPMENT AGENCY ". 20. ADOPTION OF THE RESOLUTION APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS Comments: In November 2008, the Lynwood Utility Authority issued $9,755,000 of 2008 Series A Enterprise Revenue Bonds. The proceeds were used to refund the Water Revenue Bonds Series 1995, finance certain improvements to the water distribution system, finance certain capital improvements for the City, pay the cost of the issuance of the bonds and fund a reserve fund for the bonds. (FIN) Recommendation: Staff recommends that the City Council and the Lynwood Utility Authority adopt the respective attached resolution entitled: • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS • A RESOLUTION OF THE LYNWOOD UTILITY AUTHORITY APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS 21. TRANSFER OF CDBG FUNDS TO RECREATION SENIOR DIVISION ACCOUNT Comments: The City Council approved $50K in Community Development Block Grant (CDBG) funds for the Senior Citizens Programs in Resolution No. 2015.072 on May 5, 2015. Attached is a copy of the Resolution detailing the allocation of CDBG funds. Inadvertently, only $36,315 was appropriated to Recreation - Senior Citizens Programs in the FY 2015 -16 adopted budget. The balance is $13,685. The funds are needed to pay for part staff salaries through the end of the FY 2015 -16. (REC) Recommendation: Staff recommends that the City Council approve the adoption of the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TRANSFERRING $13,685 FROM THE CDBG FUND TO THE RECREATION SENIOR DIVISION CDBG ACCOUNT 2941.60.720 TO COVER PART TIME SALARIES THROUGH THE END OF THE FY 2015 -16." 22. APPROVAL TO ENTER INTO AN OWNER PARTICIPATION AGREEMENT FOR THE PLAZA MEXICO EXPANSION PROJECT Comments: Plaza Mexico (the "Project ") is one of Lynwood's more significant commercial development projects and a major landmark in the region. Plaza Mexico has developed into a major destination and attraction but is also in need of considerable improvements and renovation. 3000 E. Imperial, LLC and Plamex Investments, LLC (the "Participant ") have jointly been engaged in discussions with City staff about the anticipated expansion of the Project, including the development of certain residential units within the City as well as pedestrian and fagade improvements to the Project. After a number of these discussions, it was mutually agreed by the Participant, City of Lynwood ( "City "), and Lynwood Housing Authority (the "Authority ") that construction and development of residential units and the pedestrian and fagade improvements proposed by the Participant would be in the best interest of the City and its residents. The City and Authority (collectively "Lynwood ") and the Participant have negotiated and desire to enter into an Owner Participation Agreement ( "OPA ") providing for the development of residential units and pedestrian and fagade improvements on certain real property owned by the Participant. (CM) Recommendation: Staff recommends that the City Council of the City of Lynwood and Board of Directors of the Lynwood Housing Authority adopt the attached resolution entitled, "A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AND BOARD OF DIRECTORS OF THE LYNWOOD HOUSING AUTHORITY APPROVING AN OWNER PARTICIPATION AGREEMENT FOR THE PLAZA MEXICO EXPANSION, AUTHORIZING EXECUTION OF SAME BY THE MAYOR OF THE CITY OF LYNWOOD AND CHAIRPERSON OF THE LYNWOOD HOUSING AUTHORITY, AND DIRECTING THE FILING OF A NOTICE OF EXEMPTION FOR SAID OWNER PARTICIPATION AGREEMENT PURSUANT TO CEQA GUIDELINES 15061 AND 15062 AND GOVERNMENT CODE SECTION 65457(a)." 23. REQUEST FOR APPROVAL TO ABOLISH THE ADMINISTRATIVE ANALYST III POSITION IN THE CITY MANAGER'S OFFICE Comments: On January 19, 2016, Council approved the termination of all LSA activities, notification to employees of fiscal necessity of layoffs, and discontinuing of all non - critical services provided by third party vendors. Council requested staff to identify cost savings that may be implemented immediately. The Administrative Analyst III position in the City Manager's office is currently vacant. The vacancy occurred in December 2015 when the staff member in the position tendered his resignation. Staff reviewed the current table of organization in the City Manager's office and determined that the position may be eliminated. Staff will continue its efforts to identify other areas where cost savings can be attained and present them to Council for action. (HR) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN BY ABOLISHING THE ADMINISTRATIVE ANALYST III POSITION IN THE CITY MANAGER'S OFFICE." 24. SPECIAL PERMIT REQUEST - CIRCUS Comments: Ruben Cabellero is proposing to conduct "Circus Hermanos Caballero" on vacant property located at the South / East Corner of Imperial Hwy. and Fernwood Ave. (APN # 6169 -002- 008), Lynwood CA 90262. (DCE) Recommendation: Staff recommends that the City Council review circus request, provide input and direction, and select one of the following options: • Approve the request for the proposed special permit to allow the operation of a circus, subject to payment of fees, and compliance with all City and County requirements. • Adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE CIRCUS HERMANOS CABALLERO ". CLOSED SESSION 25. CLOSED SESSION ITEMS A. With respect to every item of business to be discussed in closed session pursuant to Section 54956.9: CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Number of Cases: Four B. With respect to every item of business to be discussed in closed session pursuant to section 54956.9: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Government Code section 54956.9(d)(1) 1. Name of Case: Los Angeles Superior Court Case No. BS 106 592, Esperanza Rogel, et al. vs Redevelopment Agency of the City of Lynwood 2. Name of Case: Sacramento Superior Court Case No. 34 -2014- 80001977, Esperanza Rogel, et al. vs Redevelopment Agency of the City of Lynwood C. With respect to every item of business to be discussed in closed session pursuant to section 54956.9: CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION - Government Code section 54956.9(d)(2), 54956.9(e)(1) 10 ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON FEBRUARY 16, 2016 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE CITY HALL, 11330 BULLIS ROAD, CITY OF LYNWOOD, CALIFORNIA. 11 V r�a i3 O ter DATE: TO: Wei :41 February 2, 2016 Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager *11" FROM: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services Mike Poland, Interim Planning Manager SUBJECT: General Plan Amendment No. 2016 -01A Zoning Code Amendment No. 2016 -01A City -wide Recommendation: The Planning Commission recommends that the City Council conduct a public hearing regarding GPA 2016 -01A and ZCA 2016 -01A, and 1. FIND that ZCA 2016 -01A (Zoning Code Amendment) and GPA 2016 -01A (General Plan Amendment) qualify as exemptions in accordance with CEQA Guidelines, Section 15061 as defined by Section 15378. Under CEQA Guidelines Section 15378, the proposed amendments are not a project under CEQA because they will not cause a "direct physical change in the environment," or a "reasonably foreseeable indirect physical change in the environment" because they are limiting in nature and do not authorize any specific development activity or promote new construction or growth; and 2. APPROVE Resolution No. 2016 -_ approving GPA 2016 -01A, for creating the Senior Citizen Housing Development (SCH) zoning district and amending the General Plan based on the findings in the attached to the Resolution; and 3. INTRODUCE Ordinance No. thereby approving ZCA 2016 -01A PA08 -0099, for creating the Senior Citizen Housing Development (SCH) zoning district and amending various sections of Chapter 25 of the City of Lynwood Municipal Code. Advisory Committee Recommendation: On January 28, 2016, the Planning Commission adopted a Resolution, recommending that the City Council determine that the proposed amendment is exempt from the California Environmental Quality Act and approve the proposed amendment of the Municipal Code. Project Description: The proposed amendments would modify the City's General Plan and various provisions of the Municipal Code regarding senior citizen housing development standards and design guidelines, including the introduction of the Senior Citizen Housing Development (SCH) zoning district. If adopted, it would create the regulations concerning senior citizen housing development. Background: City staff has determined that there is a need to have land available for senior citizen multi - family housing development at a higher density than currently permitted in the City. Currently, the Residential High Density (R -3) allows the highest density per gross acres in the City at 18 dwelling units per gross acre (du /ac). Therefore, staff has determined, it is necessary to add a new zoning and land use district to accommodate senior housing development. The new Senior Citizen Housing Development (SCH) District would allow a maximum density of ninety -five (95) dwelling units per gross acre, incidental of parking, driveway, landscaping and related improvements. The Senior Citizen Housing Development zone is designed to provide for residential uses that are appropriate for the development of seniors, recognizing their unique lifestyles and needs, by allowing higher densities, a mix of uses, and requiring in return, higher design and construction standards, as well as the provision of specific site and building amenities. It is the intent of this zone to carry out the policies and objectives of all elements of the General Plan and to meet the standards necessary to satisfy the requirements for public health, safety, and general welfare. Standards for the proposed Senior Citizen Housing Development (SCH) District are based on a combination of and examples of higher density development standards from various cities. The purpose of the standards is to provide guidelines on developing Senior Citizen Housing Development projects that achieve the goals and objectives of the City of Lynwood's General Plan. As with the General Plan Amendment, the Municipal Code will include the definition of Senior Citizen Housing Development. Also included in the proposed municipal code update in site development standards for the Senior Citizen Housing Development (SCH) zoning district that define setbacks, parking, landscaping and other related improvements. 2 General Plan Amendment: The following amendments would be made to the General Plan Land Use Element: Section 4.2.2 under "Residential Policies" (page 4 -15) of the General Plan shall be amended to incorporate the following: Policy SENIOR CITIZEN HOUSING DEVELOPMENT LU -1.6 (SCHD) The Senior Citizen Housing Development designation is designed to provide for residential uses that are appropriate for the development of seniors, recognizing their unique lifestyles and needs, by allowing higher densities, a mix of uses, and requiring in return, higher design and construction standards, as well as the provision of specific site and building amenities. Intensity - The maximum allowable density is 95 dwelling units to the gross acre. Allowed Uses - The Senior Citizen Housing Development designation allows for senior citizen housing units that may be rental, condominium, cooperative, or other form of fee - simple ownership Location Criteria - This designation is designed to be located within a reasonable walking distance of a wide range of commercial retail, professional, social and community services patronized by senior citizens, and within a reasonable walking distance of a bus or transit stop unless a common transportation service for residents is provided and maintained The proposed amendments are consistent with the General Plan based on the following: 1. Conformance with General Plan Policies — The proposed general plan amendment is consistent with the General Plan, and its goals, objectives, policies and programs. FACT: All of the proposed changes are consistent with, and do not conflict with the goals, objectives, policies, and programs established within the General Plan or any specific plan. The amendment to the General Plan will introduce the Senior Citizen Housing Development (SCHD) District. Goal 2 of the City's Housing Element states the City shall "assist in the development of adequate housing to meet the needs of low -and moderate - income households ". Goal 3 of the City's Housing Element states the City shall "identify adequate housing sites which will be made available through appropriate zoning and 3 development standards and with public services and facilities needed to facilitate and encourage the development of a variety of types of housing for all income groups ". Municipal Code Amendment: Standards for the proposed Senior Citizen Housing Development (SCHD) Zoning District are based on higher density development standards from various cities. The purpose of the standards is to provide guidelines on developing Senior Citizen Housing Development (SCHD) projects that achieve the goals and objectives of the City of Lynwood's General Plan. As with the General Plan Amendment, the Municipal Code will include the definition of Senior Citizen Housing Development (SCHD). Also included in the proposed municipal code update is residential site development standards for the Senior Citizen Housing Development (SCHD) zoning district that define minimum lot setbacks, lot coverage, etc. Chapter 25, Article 20 on the Municipal Code lists the residential districts in the City of Lynwood in order to provide a uniform basis for regulating the use of land, buildings and structures, and to establish minimum site development regulations and performance standards applicable to sites within the City. If . adopted, the following amendments regarding regulations, development standards and design guidelines would be incorporated into Chapter 25 of the Lynwood Municipal regarding development in the Senior Citizen Housing Development (SCHD) zoning district. 25 -20 -1 E. Senior Citizen Housing Development (SCHD): The Senior Citizen Housing Development zone is designed to provide for residential uses that are appropriate for the development of seniors, recognizing their unique lifestyles and needs, by allowing higher densities, a mix of uses, and requiring in return, higher design and construction standards, as well as the provision of specific site and building amenities. It is the intent of this zone to carry out the policies and objectives of all elements of the General Plan and to meet the standards necessary to satisfy the requirements for public health, safety, and general welfare. 4 25 -20 -10 SENIOR CITIZEN HOUSING DEVELOPMENT A. PERMITTED USES In addition to permitting senior citizen housing units, also permitted are facilities that provide ambulatory care and congregate care. Within the aforementioned use types, individual units may be rental, condominium, cooperative, or other form of fee - simple ownership. B. CONDITIONAL USE PERMIT None of the use mentioned above shall be approved pursuant to the standards and criteria of this section unless both a Conditional Use Permit is obtained and approved pursuant to Article 130 of this Chapter. C. AFFORDABILITY 1) At least 30% of the dwelling units developed shall be available at affordable housing cost to senior citizens of low and moderate income or as stipulated by SB 1190. This applies to both rental and ownership projects. 2) At least 50% of the 30% described above shall be available at affordable housing cost to very low- income senior citizen households or as stipulated by SB 1190. This applies to both rental and ownership projects 3) The restrictions must remain available for the longer of: 30 years; or the period of land use controls established by the City. The City shall be named specifically in the Covenants, Conditions, & Restrictions (CC &R's) having the right to enforce the affordability restrictions. 4) The City reserves the right to require more stringent low- moderate income requirements under circumstances where the City has provided financial assistance to the development. D. AGE REQUIREMENTS For married or domestic partners, at least one household member must be 55 or older. E. DEVELOPMENT INCENTIVES 1) Parking requirements for SCH projects shall provide a minimum of 8 spaces per 10 dwelling units. 2) The City shall waive park development fees for qualified SCH projects defined herein. 5 3) The maximum allowable density in an SCH project area is 95 dwelling units to the gross acre. F. DEVELOPMENT CRITERIA A. Site Character 1) When a SCH project adjoining residential and commercial uses can mutually benefit from connection rather than separation, appropriate connective elements (e.g., walkways) should be provided. 2) Existing amenities (e.g., views, mature trees, etc.) that are unique to the site should be preserved and incorporated into the project's design whenever possible. B. Site Access Developments with more than 200 parking stalls that are located on arterial highways should coordinate access points with median openings and existing driveways on the opposite side of the roadway. Such developments may also be required to provide deceleration lanes adjacent to their major entry. C. Building Setbacks Front Yard = 12 feet Rear Yard = 10 feet Side Yard = 5 feet D. Building Height (maximum) Not to exceed 50 feet. E. Building Design Layout 1) The Minimum Dwelling Size for each unit shall be as follows: Studios — 475 square feet 1 Bedroom — 600 square feet 2 Bedroom — 750 square feet 2) Multiple buildings in a single project should provide a functional relationship with one another to achieve a sense of place by use of the following techniques: a. Cluster buildings around open plaza areas or courtyards, not parking lots. b. Provide open plaza areas and courtyards with landscaping and other pedestrian amenities. c. Provide convenient pedestrian circulation between buildings, and open parking areas. d. Link buildings together visually using trellis structures, arcades, and enhanced paving. e. Where feasible, locate buildings near public streets, thus creating a strong presence thereon. f. If applicable, link development with adjacent compatible uses, such as shopping areas through the use of landscaped walkways. F. Building and Unit Design Universal Design (also known as "Aging in Place ") is a method of design that seeks to create development that can be used by everyone, regardless of age or physical condition. All projects shall implement, at minimum, the following Universal Design principles: a. No -step entries. b. One -story living such that an eating area, bathroom, and sleeping area are available on the same floor. c. Doorways Front doors with a minimum width of 36" to accommodate the use of wheelchairs and 32" free -swing doors (34" door) on all interior doors. d. Hallway minimum width of 42" to accommodate the use of wheelchairs. e. Room thresholds that are flush. f. Adequate lighting throughout the dwelling unit. g. Provide lever door handles and rocker light switches. h. Provide additional closet rod brackets to allow potential access from a wheelchair. i. Wheelchair - accessible bathrooms. Provide adequate space for maneuverability and access to facilities to those using wheelchairs. G. Architectural Style A common design style or a palette of architectural features is encouraged for each SCH project. A specific design style is not required; however, consistency within each project's materials and design features is required such that each development attain a unifying appearance. H. SCH Design Guidelines 1) Consistency a. Building design should demonstrate a consistent use of colors, materials, and detailing throughout all elevations of the building. Piecemeal embellishment should be avoided. b. Elevations that do not directly face a street should not be ignored or receive only minimal architectural treatment. Each facade should be designed for public view and should be appropriately landscaped. c. Consistency in design shall also apply to all accessory structures and elements in the ground plane (hard and soft - scapes). 2) Form and mass. Designs should provide a sense of human scale and proportion. Structures should be designed to avoid a "box- like," impersonal appearance by use of the following techniques: a. Facade articulation. Separations, changes in plane and height, and the inclusion of elements including balconies, porches, arcades, dormers, and cross gables mitigate the barracks -like quality of flat walls. b. Provide architectural detail through the use of columns, three - dimensional decorative cornice bands, recessed entries and windows, and awnings and canopies. c. Provide full roofs with substantial overhangs. d. Articulate roofs of excessive length. Secondary hipped or gabled roofs covering the entire mass of a building are preferable to flat roofs, mansard roofs, or pitched roof segments applied on only some portions of the building. e. Incorporate decorative parapets where roof overhangs are not provided that are deep enough to hide roof - mounted equipment. f. Structures containing 3 or more attached dwellings in a row should incorporate at least one architectural projection not less than 2 feet from the wall plane and not less than 4 feet wide should be provided. 3) Materials.. Exterior materials should be very durable and require low maintenance. Piecemeal embellishment and frequent changes in materials should be avoided. Exterior wall colors should harmonize with the site and surrounding buildings. Natural surfaces such as stone and slate should be used as accents, especially at building entrances. 4) Colors a. Facade colors should be neutral or earth tone colors. The use of high - intensity colors, metallic colors, black, or fluorescent colors is discouraged. 0 b. Building trim and accent areas may feature brighter colors, including primary colors. However these colors must compliment complement the fagade colors. c. The transition between base and accent colors should relate to changes in building materials or the change of building surface planes. Colors should not meet or change without some physical change or definition to the surface plane. d. The blending of compatible colors in a single fagade or composition is a good way to add character and variety, while reducing, or breaking up monotonous spans of a building. e. Unusual patterns and color schemes should be avoided. f. Color and finishes on building exteriors of all elevations of a building should be coordinated to provide a total continuity of design. 5) Entries should be protected from the elements. Entries add human scale and should create a focus and a clear sense of entry for the building by use of at least two of the following: a. Wall recesses. b. Roof overhangs. c. Canopies and awnings. d. Arcades. e. Oversized doors. 6) Balconies, porches, and patios The incorporation of balconies, porches, and recessed patios is encouraged for both aesthetic value and for the practical provision of defined outdoor space. These elements should be integrated into structures to break up large wall masses, offset floor setbacks, and add human scale to buildings. 7) Dwelling unit access The use of long, monotonous access balconies and /or corridors that provide access to 5 or more units should be avoided. Instead, access points to units should be clustered in groups of 4 or less. The use of distinctive architectural elements and materials to denote prominent entrances is strongly encouraged. 01 8) Exterior stairs Simple, clean, bold projections of stairways are encouraged to complement the architectural massing and form of the structure. Thin - looking, open metal, prefabricated stairs are discouraged. Stairs should be enclosed. 9) Mechanical and utility equipment All mechanical equipment, either mounted on the roof, or ground, should be screened from view. Utility meters and equipment should be placed in locations that are not visible from the street. Screening devices shall be compatible with the architecture and color of the adjacent structures. 10) Compatible roof shapes Rooflines of buildings should be compatible with surrounding building forms. The objective in determining roof shape is to establish a visual order to building clusters. However, varying roof heights and shapes may be appropriate on individual buildings and structures. 11) Roofing materials Roofing materials shall consist of tile or simulated cement the with a fire rating of Class B or higher. 12) Support facilities Support structures (e.g., laundry facilities, recreation buildings, and sales /lease offices) should be consistent with the architectural design of the overall complex. 13) Solid waste bins Trash bins should be fully enclosed with a masonry enclosure, both simulated wood or decorative metal gates and a trellis roof. The enclosure shall be finished with colors and materials that are consistent with the rest of the structures. Enclosures should be screened with landscaping on their most visible sides. 14) Utility and mechanical equipment a. All mechanical equipment (e.g., compressors, air conditioners, heating and ventilating equipment, chillers, stand pipes, solar collectors, etc.) shall be concealed from view. Screening devices should be compatible with the architecture and color of the adjacent buildings. 10 b. Mechanical equipment should not be located on the roof of a structure unless the equipment can be screened by building elements that are designed for that purpose and that are an integral part of the building design. c. Utility equipment (e.g., electric and gas meters, electrical panels, and junction boxes) should be located in utility rooms within the structure or utility cabinets with exterior access. 15) Elevator For structures 2 stories or more in height, a minimum of one elevator shall be provided. Additional elevators may be required based on the design of structures or number of units in structure. The elevator shall be centrally located and in close proximity to entries. At least one (1) of the elevators should have the dimensions and capacity of a service elevator. 16) Parking and Circulation a. Project entries. Project entries should provide the resident and visitor with an overview to the project through either an easy visual assessment (in smaller projects) or by providing signage or placards illustrate the circulation, parking, building, and amenity layout of the project. Special attention should be given to hardscape and landscape treatments to enhance the overall aesthetic image of the project. b. The principal vehicular access should be through an entry drive rather than a parking aisle. Colored, textured paving treatment at entry drives together with lush landscaping is strongly encouraged. c. If parking is not attached to the residential structures, covered carports and dispersed parking courts are the desired alternative. A parking court should not consist of more than 2 double - loaded parking aisles (bays) adjacent to each other. Carports should provide no more than 5 parking spaces within each structure. The structures should be constructed of materials consistent with those used in building construction, including, but not limited to, roofing materials, fagade material, colors, and accents. Metal tubular construction is discouraged unless wrapped with a material consistent with the building design, such as stucco. 11 iii. The length of a parking court should not exceed 14 stalls. Parking courts should be separated from each other by dwelling units or by a landscaped buffer not less than 5 feet wide. iv. Parking areas should be visible from the residential units which use them to the greatest degree possible. v. Parking courts shall be located within 150 from the dwelling unit (front or rear door) for which the parking space is provided. d. If the use of parking courts is not feasible and parking is provided around the perimeter of the buildings, then a minimum 15 feet landscaped buffer is required between the parking stalls and the building, excluding covered entryways which may extend outward from the building toward walkways leading from the parking area. The maximum number of consecutive parking spaces shall be 10, after which a landscape finger equal in size to a regular parking stall shall be provided. e. All design standards set forth in the Parking Section of the Lynwood Municipal Code Article 65 shall apply, except as may be specified herein. - 17) Pedestrian Access a. Drop -off points should be provided at major building entries and plaza areas for all projects with more than 50,000 square feet of building floor area. b. Parking areas should be designed so that pedestrians walk parallel to moving cars in parking aisles. The project should be designed to minimize the need for the pedestrian to cross parking aisles and landscape islands to reach building entries. c. Stamped or painted concrete walkways should be provided in areas where it is necessary for pedestrians to cross drive or parking aisles. d. All projects should provide a clear connection between the on -site pedestrian circulation system and the off -site public sidewalk. i. Parking lots with over 200 stalls should provide a well- defined pedestrian walkway from the public sidewalk to the main on -site pedestrian circulation system. The walkway may be painted; however on large projects, a raised sidewalk may be required. 12 ii. When a pedestrian circulation route crosses a vehicle circulation aisle adjacent to a building entrance, the pedestrian crossing should be emphasized by extending the sidewalk to the back of the parking spaces (if they exist) and by painting a crosswalk through the traffic aisle. 18) Landscaping Landscaping should serve to frame, soften and embellish the quality of the environment; buffer units from noise or undesirable views; visually reduce or break up building mass, break up large expanses of parking and hardscape and provide shading and cooling of adjacent units. a. All areas not covered by structures, drive aisles, parking or hardscape should be appropriately landscaped. b. Landscaped areas minimum 15 -feet in width shall be provided along public street frontage. Said planter shall consist of turf and also include the following: i. 36" high berms. Ii. Mature trees (36" box or larger) planted 20 foot on center. iii. Accent landscaping at driveway entries including large, developed trees. c. Street corners shall include accent landscaping using perennials and a focal point such as a waterfall or other entry monument. d. Fifty percent (50 %) of any private patio area shall be landscaped. 19) Lighting Lighting should provide illumination for the security and safety of residents in parking areas, recreational facilities, building entries, and pathways. The following standards shall be utilized. a. The design of light fixtures and their structural supports should be architecturally compatible with the main structures on the site. Light fixtures should be architecturally integrated into the design of a structure. b. The location of light fixtures should correspond to anticipated use. Lighting of pedestrian ways should illuminate changes in grade, path 13 intersections, staging areas and any other uses along the path that, if left unlighted, would create an unsafe condition. c. All lighting fixtures must be shielded to prevent off -site glare. d. Night lighting of buildings is encouraged, but should be accomplished in a selective manner, avoiding overall building illumination that produces an undesirable look. Night lighting of buildings may be used to highlight special building features, emphasize repeated or decorative features, and use the juxtaposition of light and shadow to articulate the building fagade. Fiscal Impact: There are no negative fiscal impacts. Coordinated With: Not applicable. 14 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, APPROVING AN AMENDMENT TO THE GENERAL PLAN FOR THE ADDITION OF THE SENIOR CITIZEN HOUSING DEVELOPMENT ZONING DISTRICT (GPA 2016 -01A). SECTION 1. FINDINGS: WHEREAS, the City of Lynwood, has filed an application for approval of GPA 2016 -01A, requesting an amendment to the General Plan. The requested amendment is to add the Senior Citizen Housing Development (SCHSD) Zoning District to the General Plan. WHEREAS, there is hereby imposed on the associated development projects certain fees, dedications, reservations and other exactions pursuant to state law and City ordinances, and; WHEREAS, pursuant to Government Code Section 66020(d)(1), NOTICE IS HEREBY GIVEN that the associated development projects are subject to certain fees, dedications, reservations and other exactions as provided herein, and; WHEREAS, this project would be exempt from the requirements of the California Environmental Quality Act (CEQA) as provided for in Section 15061 as defined by Section 15378 of the CEQA Guidelines, and; WHEREAS, on January 28, 2016, the Planning Commission of the City of Lynwood held a meeting to consider a General Plan Amendment (GPA 2016 -01A). At said meeting, the Planning Commission recommended approval of General Plan Amendment GPA 2016 -01A to the City Council, and; WHEREAS, on February 2, 2016, the City Council of the City of Lynwood held a public hearing to consider the consider the subject General Plan Amendment, and; WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred, and; WHEREAS, all of the facts set forth in this Resolution are true and correct. BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, HEREBY FINDS AS FOLLOWS WITH RESPECT TO GPA 2016 -01A: 1 Based upon substantial evidence presented during the above - referenced public hearing, including written and oral staff reports, and the record from the public hearing, the City Council hereby finds that: 1. Conformance with General Plan Policies — The proposed general plan amendment is consistent with the General Plan, and its goals, objectives, policies and programs. FACT: All of the proposed changes are consistent with, and do not conflict with the goals, objectives, policies, and programs established within the General Plan or any specific plan. The amendment to the General Plan will introduce the Senior Citizen Housing Development (SCHD) District. Goal 2 of the City's Housing Element states the City shall "assist in the development of adequate housing to meet the needs of low -and moderate - income households ". Goal 3 of the City's Housing Element states the City shall "identify adequate housing sites which will be made available through appropriate zoning and development standards and with public services and facilities needed to facilitate and encourage the development of a variety of types of housing for all income groups ". 2. Health, Safety and Welfare — The proposed general plan amendment will not be detrimental to the public health, safety or welfare. FACT: The proposed General Plan Amendment will not adversely affect the public health, safety or general welfare. This item would be exempt from the requirements of the California Environmental Quality Act (CEQA) under Section 15061 as defined by Section 15378 of the CEQA Guidelines. The amendment will comply with all the health and safety provisions of the General Plan and Municipal Code and will expand the number of safe, affordable housing opportunities for low income families within the City of Lynwood. SECTION 2. GENERAL PLAN AMENDED: Section 4.2.2 under "Residential Policies" (page 4 -15) of the General Plan shall be amended to incorporate the following: Policy SENIOR CITIZEN HOUSING DEVELOPMENT Lu -1.6 (SCHD) The Senior Citizen Housing Development designation is designed to provide for residential uses that are appropriate for the development of seniors, recognizing their unique lifestyles and needs, by allowing higher densities, a mix of uses, and requiring in return, higher design and 2 construction standards, as well as the provision of specific site and building amenities. Intensity - The maximum allowable density is 95 dwelling units to the gross acre. Allowed Uses - The Senior Citizen Housing Development designation allows for senior citizen housing units that may be rental, condominium, cooperative, or other form of fee - simple ownership; and Location Criteria - This designation is designed to be located within a reasonable walking distance of a wide range of commercial retail, professional, social and community services patronized by senior citizens, and within a reasonable walking distance of a bus or transit stop unless a common transportation service for residents is provided and maintained; and BE IT FURTHER RESOLVED that the City Council of the City of Lynwood HEREBY APPROVES Resolution No. 2016- approving GPA 2016 -01A, thereby amending the General Plan as described in the Resolution. APPROVED AND ADOPTED this 2nd day of February 2016. Jose Luis Solache, Mayor ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney 3 APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager STATE OF CALIFORNIA COUNTY OF LOS ANGELES I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 2nd day of February 2016, and passed by the following votes: AYES: NOES: ABSTAIN: ABSENT: Maria Quinonez, City Clerk STATE OF CALIFORNIA COUNTY OF LOS ANGELES I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016 -_ is on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 2nd day of February 2016. Maria Quinonez, City Clerk 4 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AMENDING CHAPTER 25 OF THE CITY OF LYNWOOD MUNICIPAL CODE REGARDING THE ADDITION OF THE NEW ZONING DISTRICT SENIOR CITIZEN HOUSING DEVELOPMENT (SCH) AND DEFINING MINIMUM DEVELOPMENT STANDARDS AND GUIDELINES The City Council of the City of Lynwood does ordain as follows: SECTION 1: 1.1 Pursuant to the provisions of law, public hearings were held before the City of Lynwood Planning Commission and the City Council. 1.2 The matter was fully discussed and the public and other agencies presented testimony and documentation. 1.3. The City of Lynwood Municipal Code shall be modified to reflect the Zone Change (ZCA 2016 -01A). 1.4. This project would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305 (Minor Alterations in Land Use Limitation). SECTION 2. FINDINGS: 2.1 Based on substantial evidence presented to this City Council during its public hearing on February 2, 2016, including written and oral staff reports and the record from the public hearing, this City Council hereby finds as follows: A. Conformance with General Plan — The proposed amendment is consistent with the General Plan and its goals, objectives, policies and programs. FACT: The project consists of amendments to several sections of the City of Lynwood Municipal Code. The proposed Municipal Code Amendments are to be approved after the General Plan Amendment introducing the Senior Citizen Housing Development (SCH) Zoning District is approved. With approval of the General Plan Amendment (GPA 2016 -01A), all of the proposed changes will be consistent with, and do not conflict with the goals, objectives, policies, and programs established within the General Plan or any specific plan. 1 Ordinance No. The City's General Plan Housing Element requires the City to provide a wide range of residential opportunities and dwelling types to meet the demands of present and future residents of all socioeconomic groups. The addition of the Senior Citizen Housing Development (SCH) Zoning District to the General Plan will expand on the range of housing opportunities in the City of Lynwood. B. Health, Safety and Welfare — The proposed amendment will not adversely affect the public health, safety or general welfare. FACT: The proposed amendment to the General Plan does not have the potential of adversely affecting the public health, safety or welfare of the residents of City of Lynwood or surrounding jurisdictions. This item would be exempt from the requirements of the California Environmental Quality Act (CEQA) under Section 15061 as defined by Section 15378 of the CEQA Guidelines. The amendment will comply with all the health and safety provisions of the General Plan and Municipal Code and will expand the number of safe, affordable housing opportunities for low income families within the City of Lynwood. C. Conformance with Intent of Zoning Regulations — The proposed amendments is consistent with the purposes and intent of Chapter 25 of the Municipal Code. D. FACT: The amendments to the Municipal Code provides for an internally consistent set of regulations that are compatible with the purpose and intent of Chapter 25. The proposed changes eliminate conflicts or clarify the meaning of some sections of Chapter 25 As such, it furthers the specific purpose and intent of Chapter 25 to "implement the goals, objectives, policies and programs of the Lynwood General Plan and manage future growth and change in accordance with that plan." SECTION 3 MUNICIPAL CODE AMENDEDMENT 3.1 Amendments 25 -20 -1 E. Senior Citizen Housing Development (SCHD): The Senior Citizen Housing Development zone is designed to provide for residential uses that are appropriate for the development of seniors, recognizing their unique lifestyles and needs, by allowing higher densities, a mix of uses, and requiring in return, higher design and construction standards, as well as the provision of specific site and building amenities. It is the intent of this zone to carry out the policies and objectives of all elements of the General Plan and to meet the standards necessary to satisfy the requirements for public health, safety, and general welfare. 2 Ordinance No. 25 -20 -10 SENIOR CITIZEN HOUSING DEVELOPMENT A. PERMITTED USES In addition to permitting senior citizen housing units, also permitted are facilities that provide ambulatory care and congregate care. Within the aforementioned use types, individual units may be rental, condominium, cooperative, or other form of fee - simple ownership. B. CONDITIONAL USE PERMIT None of the use mentioned above shall be approved pursuant to the standards and criteria of this section unless both a Conditional Use Permit is obtained and approved pursuant to Article 130 of this Chapter. C. AFFORDABILITY 1) At least 30% of the dwelling units developed shall be available at affordable housing cost to senior citizens of low and moderate income or as stipulated by SB 1190. This applies to both rental and ownership projects. 2) At least 50% of the 30% described above shall be available at affordable housing cost to very low- income senior citizen households or as stipulated by SB 1190. This applies to both rental and ownership projects 3) The restrictions must remain available for the longer of: 30 years; or the period of land use controls established by the City. The City shall be named specifically in the Covenants, Conditions, & Restrictions (CC &R's) having the right to enforce the affordability restrictions. 4) The City reserves the right to require more stringent low- moderate income requirements under circumstances where the City has provided financial assistance to the development. D. AGE REQUIREMENTS For married or domestic partners, at least one household member must be 55 or older. 3 Ordinance No. E. DEVELOPMENT INCENTIVES 1) Parking requirements for SCH projects shall provide a minimum of 8 spaces per 10 dwelling units. 2) The City shall waive park development fees for qualified SCH projects defined herein. 3) The maximum allowable density in an SCH project area is 95 dwelling units to the gross acre. F. DEVELOPMENT CRITERIA A. Site Character 1) When a SCH project adjoining residential and commercial uses can mutually benefit from connection rather than separation, appropriate connective elements (e.g., walkways) should be provided. 2) Existing amenities (e.g., views, mature trees, etc.) that are unique to the site should be preserved and incorporated into the project's design whenever possible. B. Site Access Developments with more than 200 parking stalls that are located on arterial highways should coordinate access points with median openings and existing driveways on the opposite side of the roadway. Such developments may also be required to provide deceleration lanes adjacent to their major entry. C. Building Setbacks Front Yard = 12 feet Rear Yard = 10 feet Side Yard = 5 feet D. Building Height (maximum) Not to exceed 50 feet. E. Building Design Layout 1) The Minimum Dwelling Size for each unit shall be as follows: Studios — 475 square feet 1 Bedroom — 600 square feet 2 Bedroom — 750 square feet 4 Ordinance No. 2) Multiple buildings in a single project should provide a functional relationship with one another to achieve a sense of place by use of the following techniques: a. Cluster buildings around open plaza areas or courtyards, not parking lots. b. Provide open plaza areas and courtyards with landscaping and other pedestrian amenities. c. Provide convenient pedestrian circulation between buildings, and open parking areas. d. Link buildings together visually using trellis structures, arcades, and enhanced paving. e. Where feasible, locate buildings near public streets, thus creating a strong presence thereon. f. If applicable, link development with adjacent compatible uses, such as shopping areas through the use of landscaped walkways. F. Building and Unit Design Universal Design (also known as "Aging in Place ") is a method of design that seeks to create development that can be used by everyone, regardless of age or physical condition. All projects shall implement, at minimum, the following Universal Design principles: a. No -step entries. b. One -story living such that an eating area, bathroom, and sleeping area are available on the same floor. c. Doorways Front doors with a minimum width of 36" to accommodate the use of wheelchairs and 32" free -swing doors (34" door) on all interior doors. d. Hallway minimum width of 42" to accommodate the use of wheelchairs. e. Room thresholds that are flush. f. Adequate lighting throughout the dwelling unit. g. Provide lever door handles and rocker light switches. h. Provide additional closet rod brackets to allow potential access from a wheelchair. i. Wheelchair - accessible bathrooms. Provide adequate space for maneuverability and access to facilities to those using wheelchairs. G. Architectural style A common design style or a palette of architectural features is encouraged for each SCH project. A specific design style is not required; however, consistency within each project's materials and design features is required such that each development attain a unifying appearance. 5 Ordinance No. H. SCH Design Guidelines 1) Consistency a. Building design should demonstrate a consistent use of colors, materials, and detailing throughout all elevations of the building. Piecemeal embellishment should be avoided. b. Elevations that do not directly face a street should not be ignored or receive only minimal architectural treatment. Each facade should be designed for public view and should be appropriately landscaped. c. Consistency in design shall also apply to all accessory structures and elements in the ground plane (hard and soft - scapes). 2) Form and mass. Designs should provide a sense of human scale and proportion. Structures should be designed to avoid a "box - like," impersonal appearance by use of the following techniques: a. Fagade articulation. Separations, changes in plane and height, and the inclusion of elements including balconies, porches, arcades, dormers, and cross gables mitigate the barracks -like quality of flat walls. b. Provide architectural detail through the use of columns, three - dimensional decorative cornice bands, recessed entries and windows, and awnings and canopies. c. Provide full roofs with substantial overhangs. d. Articulate roofs of excessive length. Secondary hipped or gabled roofs covering the entire mass of a building are preferable to flat roofs, mansard roofs, or pitched roof segments applied on only some portions of the building. e. Incorporate decorative parapets where roof overhangs are not provided that are deep enough to hide roof - mounted equipment. f. Structures containing 3 or more attached dwellings in a row should incorporate at least one architectural projection not less than 2 feet from the wall plane and not less than 4 feet wide should be provided. 3) Materials. Exterior materials should be very durable and require low maintenance. Piecemeal embellishment and frequent changes in materials. should be avoided. Exterior wall colors should harmonize with the site and surrounding buildings. Natural surfaces such as stone and slate should be used as accents, especially at building entrances. 6 Ordinance No. 4) Colors a. Facade colors should be neutral or earth tone colors. The use of high - intensity colors, metallic colors, black, or fluorescent colors is discouraged. b. Building trim and accent areas may feature brighter colors, including primary colors. However these colors must compliment complement the fagade colors. c. The transition between base and accent colors should relate to changes in building materials or the change of building surface planes. Colors should not meet or change without some physical change or definition to the surface plane. d. The blending of compatible colors in a single fagade or composition is a good way to add character and variety, while reducing, or breaking up monotonous spans of a building. e. Unusual patterns and color schemes should be avoided. f. Color and finishes on building exteriors of all elevations of a building should be coordinated to provide a total continuity of design. 5) Entries should be protected from the elements. Entries add human scale and should create a focus and a clear sense of entry for the building by use of at least two of the following: a. Wall recesses. b. Roof overhangs. c. Canopies and awnings. d. Arcades. e. Oversized doors. 6) Balconies, porches, and patios The incorporation of balconies, porches, and recessed patios is encouraged for both aesthetic value and for the practical provision of defined outdoor space. These elements should be integrated into structures to break up large wall masses, offset floor setbacks, and add human scale to buildings. 7 Ordinance No. 7) Dwelling unit access The use of long, monotonous access balconies and /or corridors that provide access to 5 or more units should be avoided. Instead, access points to units should be clustered in groups of 4 or less. The use of distinctive architectural .elements and materials to denote prominent entrances is strongly. encouraged. 8) Exterior stairs Simple, clean, bold projections of stairways are encouraged to complement the architectural massing and form of the structure. Thin - looking, open metal, prefabricated stairs are discouraged. Stairs should be enclosed. 9) Mechanical and utility equipment All mechanical equipment, either mounted on the roof, or ground, should be screened from view. Utility meters and equipment should be placed in locations that are not visible from the street. Screening devices shall be compatible with the architecture and color of the adjacent structures. 10) Compatible roof shapes Rooflines of buildings should be compatible with surrounding building forms. The objective in determining roof shape is to establish a visual order to building clusters. However, varying roof heights and shapes may be appropriate on individual buildings and structures. 11) Roofing materials Roofing materials shall consist of tile or simulated cement tile with a fire rating of Class B or higher. 12) Support facilities Support structures (e.g., laundry facilities, recreation buildings, and sales /lease offices) should be consistent with the architectural design of the overall complex. 13) Solid waste bins Trash bins should be fully enclosed with a masonry enclosure, both simulated wood or decorative metal gates and a trellis roof. The enclosure shall be finished with colors and materials that are consistent with the rest 8 Ordinance No. of the structures. Enclosures should be screened with landscaping on their most visible sides. 14) Utility and mechanical equipment a. All mechanical equipment (e.g., compressors, air conditioners, heating and ventilating equipment, chillers, stand pipes, solar collectors, etc.) shall be concealed from view. Screening devices should be compatible with the architecture and color of the adjacent buildings. b. Mechanical equipment should not be located on the roof of a structure unless the equipment can be screened by building elements that are designed for that purpose and that are an integral part of the building design. c. Utility equipment (e.g., electric and gas meters, electrical panels, and junction boxes) should be located in utility rooms within the structure or utility cabinets with exterior access. 15) Elevator For structures 2 stories or more in height, a minimum of one elevator shall be provided. Additional elevators may be required based on the design of structures or number of units in structure. The elevator shall be centrally located and in close proximity to entries. At least one (1) of the elevators should have the dimensions and capacity of a service elevator. 16) Parking and Circulation a. Project entries. Project entries should provide the resident and visitor with an overview to the project through either an easy visual assessment (in smaller projects) or by providing signage or placards illustrate the circulation, parking, building, and amenity layout of the project. Special attention should be given to hardscape and landscape treatments to enhance the overall aesthetic image of the project. b. The principal vehicular access should be through an entry drive rather than a parking aisle. Colored, textured paving treatment at entry drives together with lush landscaping is strongly encouraged. c. If parking is not attached to the residential structures, covered carports and dispersed parking courts are the desired alternative. 9 Ordinance No. i. A parking court should not consist of more than 2 double - loaded parking aisles (bays) adjacent to each other. ii. Carports should provide no more than 5 parking spaces within each structure. The structures should be constructed of materials consistent with those used in building construction, including, but not limited to, roofing materials, fagade material, colors, and accents. Metal tubular construction is discouraged unless wrapped with a material consistent with the building design, such as stucco. iii. The length of a parking court should not exceed 14 stalls. Parking courts should be separated from each other by dwelling units or by a landscaped buffer not less than 5 feet wide. iv. Parking areas should be visible from the residential units which use them to the greatest degree possible. v. Parking courts shall be located within 150 from the dwelling unit (front or rear door) for which the parking space is provided. d. If the use of parking courts is not feasible and parking is provided around the perimeter of the buildings, then a minimum 15 feet landscaped buffer is required between the parking stalls and the building, excluding covered entryways which may extend outward from the building toward walkways leading from the parking area. The maximum number of consecutive parking spaces shall be 10, after which a landscape finger equal in size to a regular parking stall shall be provided. e. All design standards set forth in the Parking Section of the Lynwood Municipal Code Article 65 shall apply, except as may be specified herein. 17) Pedestrian Access a. Drop -off points should be provided at major building entries and plaza areas for all projects with more than 50,000 square feet of building floor area. b. Parking areas should be designed so that pedestrians walk parallel to moving cars in parking aisles. The project should be designed to minimize the need for the pedestrian to cross parking aisles and landscape islands to reach building entries. 10 Ordinance No. c. Stamped or painted concrete walkways should be provided in areas where it is necessary for pedestrians to cross drive or parking aisles. d. All projects should provide a clear connection between the on -site pedestrian circulation system and the off -site public sidewalk. i. Parking lots with over 200 stalls should provide a well- defined pedestrian walkway from the public sidewalk to the main on -site pedestrian circulation system. The walkway may be painted; however on large projects, a raised sidewalk may be required. ii. When a pedestrian circulation route crosses a vehicle circulation aisle adjacent to a building entrance, the pedestrian crossing should be emphasized by extending the sidewalk to the back of the parking spaces (if they exist) and by painting a crosswalk through the traffic aisle. 18) Landscaping Landscaping should serve to frame, soften and embellish the quality of the environment; buffer units from noise or undesirable views; visually reduce or break up building mass, break up large expanses of parking and hardscape and provide shading and cooling of adjacent units. a." All areas not covered by structures, drive aisles, parking or hardscape should be appropriately landscaped. b. Landscaped areas minimum 15 -feet in width shall be provided along public street frontage. Said planter shall consist of turf and also include the following: i. 36" high berms. ii. Mature trees (36" box or larger) planted 20 foot on center. iii. Accent landscaping at driveway entries including large, developed trees.. c. Street corners shall include accent landscaping using perennials and a focal point such as a waterfall or other entry monument. d. Fifty percent (50 %) of any private patio area shall be landscaped. 11 Ordinance No. 19) Lighting Lighting should provide illumination for the security and safety of residents in parking areas, recreational facilities, building entries, and pathways. The following standards shall be utilized. a. The design of light fixtures and their structural architecturally compatible with the fixtures should be architecturally structure. supports should be main structures on the site. Light integrated into the design of a b. The location of light fixtures should correspond to anticipated use. Lighting of pedestrian ways should illuminate changes in grade, path intersections, staging areas and any other uses along the path that, if left unlighted, would create an unsafe condition. c. All lighting fixtures must be shielded to prevent off -site glare. d. Night lighting of buildings is encouraged, but should be accomplished in a selective manner, avoiding overall building illumination that produces an undesirable look. Night lighting of buildings may be used to highlight special building features, emphasize repeated or decorative features, and use the juxtaposition of light and shadow to articulate the building fagade. SECTION 4 EFFECT OF ENACTMENT: 4.1 Except as specifically provided herein, nothing contained in this ordinance shall be deemed to modify or supersede any prior enactment of the City Council which addresses the same subject addressed herein. SECTION 5 NOTICE OF ADOPTION: 5.1 Within fifteen days after the date of adoption hereof, the City Clerk shall certify to the adoption of this ordinance and cause it to be posted in three public places within the city. SECTION 6 EFFECTIVE DATE: 6.1 This ordinance shall take effect thirty days after the date of its adoption. APPROVED AND ADOPTED this 2nd day of February 2016. 12 Ordinance No. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: Jose Luis Solache, Mayor APPROVED AS TO CONTENT: David A. Garcia, City Attorney J. Arnoldo Beltran, City Manager 13 Ordinance No. STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 2nd day of February 2016, and passed by the following votes: AYES: NOES: ABSTAIN: ABSENT: Maria Quinonez, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016 -_ is on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 2nd day of February 2016. Maria Quinonez, City Clerk 14 Ordinance No. Q D DATE: TO: AGENDA STAFF REPORT February 2, 2016 Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manage��w FROM: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services Mike Poland, Interim Planning Manager SUBJECT: General Plan Amendment No. 2016 -01 B Zoning Code Amendment No. 2016 -01 B Assessor's Parcels Numbers: 6186 - 001 -900, 6186 - 001 -901, 6186- 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186 -001- 906, 6186- 001 -907, 6186- 001 -908 AND 6186- 001 -909 Recommendation: The Planning Commission recommends that the City Council conduct a public hearing regarding GPA 2016 -01 B and ZCA 2016 -01 B, and 1. FIND that GPA 2016 -01 B (General Plan Amendment) and ZCA 2016 -01 B (Municipal Code Amendment) are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15305 of the CEQA Guidelines, (Minor Alterations in Land Use Limitation); and 2. APPROVE Resolution No. 2016 -_ approving GPA 2016-01B, thereby establishing General Plan Land Use Map designations for certain properties as described in the Resolution, and 3. INTRODUCE Ordinance No. approving a Zone Change (ZCA 2016-0113) from Open Space (OS) to Senior Citizen Housing Development (SCH), based on the findings in the Ordinance. MEN 1 Advisory Committee Recommendation: On January 28, 2016, the Planning Commission adopted a Resolution, recommending that the City Council determine that the proposed amendment is exempt from the California Environmental Quality Act and approve the zone change amendment of the Municipal Code. Project: The project includes two applications, a General Plan Amendment and Zone Change to change the existing land use for ten (10) parcels located on the west side of Atlantic Avenue between Agnes Avenue and Lavinia Avenue, further described as Assessor's Parcels 6186- 001 -900, 6186- 001 -901, 6186- 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186- 001 -907, 6186- 001 -908 and 6186- 001 -909. The project site current land use designation is Open Space. This project proposes to change the General Plan designation from Open Space (OS) to Senior Citizen Housing Development (SCH) and the zoning designation from Open Space (OS) to Senior Citizen Housing Development (SCH). There is no development application associated with the proposed land use change as the site is currently vacant and undeveloped. Background: In 2005 and 2006, the City of Lynwood acquired the ten (10) affected parcels located on the west side of Atlantic Avenue between Agnes Avenue and Lavinia Avenue. The ten (10) parcels comprise approximately a total of 38,350 square feet (0.88 acres). The subject land is currently zoned for open space (OS) development and Yvonne Burke Ham Park runs parallel on the east side of Atlantic Avenue. The property was originally acquired for development as part of the new Yvonne Burke -John D. Ham Park following the School District's decision to build what is now Firebaugh High School at the previous location of John D. Ham Park. A further assessment of this project site, located across from the main park and its facilities, has resulted in a decision not to build the additional park space and amenities at the site, thus limiting the park development to the east side of Atlantic Boulevard. Discussion: The purpose of these amendments is to facilitate the use of the property for future affordable multi - family senior citizen housing development. While there could be regret over the loss of land designated open space, it should be noted that approval of the 2 amendments would be a positive action toward meeting the City's housing needs of all economic segments. The project site is located on the west side of Atlantic Avenue between Agnes Avenue and Lavinia Avenue. The site is currently vacant and undeveloped and comprised of ten (10) parcels totaling approximately 0.88 acres. Land uses surrounding the parcel include Business Park (BP) to the east, south and west. Directly north of the project site are two Residential 15 (R15) parcel. To the northeast is a group of Residential 10 (R10) parcels. At the northwest corner of Edgemont Street and Cottonwood Avenue is a Neighborhood Commercial (NC) parcel, Lynwood's Housing Element supports and endorses the five goals incorporated in present State Law pertaining to the manner in which the actions of the City of Lynwood must be directed so that there is adequate provision for the housing needs of all economic segments. These statewide goals are summarized below: Goal 1: Conserve and improve the condition of the existing standard affordable housing stock. Goal 2: Assist in the development of adequate housing to meet the needs of low -and moderate - income households. Goal 3: Identify adequate housing sites which will be made available through appropriate zoning and development standards and with public services and facilities needed to facilitate and encourage the development of a variety of types of housing for all income groups. Goal 4: Address and, where appropriate and legally possible, remove governmental constraints to the maintenance, improvement and development of housing. Goal 5: Promote housing opportunities for all persons regardless of race, religion, sex, marital status, ancestry, national origin or color. The Housing Element also encourages, where appropriate, the re- designation of vacant or underutilized non - residential lands to residential use, with allowable densities to facilitate the development of a variety of housing types to meet the existing and projected needs of all economic segments of the City. SITE Land uses surrounding the parcels include Single - Family Residential (R -1) to the west, Business Park (BP), Single - Family Residential (R -1) and Controlled Business (CB -1) to the north, Controlled Business (CB -1) and Multi- Family Residential (R -3) to the south, and Open Space (OS) and Controlled Business (CB -1) to the east. Design: Development under the proposed General Plan Amendment and Zone conform to all development standards of the new Senior Citizen Housin g (SCH) development standards as required within the Lynwood Municipa development would be reviewed under separate application(s). Fiscal Impact: There are no negative fiscal impacts. Coordinated With: Not applicable. 4 Change would Development I Code. Future k' City of LYNWOOD .I,..d ,: a, LA City Aeurg ChaQpapq tr �� 11330 BULLIS ROAD t7 LYNWOOD, CALIFORNIA 90262 (310) 603.0220 NOTICE OF PUBLIC WEARING Notice is hereby given that a Public Hearing will be held by the City Council of the City of Lynwood on the following item(s): CASE(S): GPA 2016 -01B (General Plan Amendment) If you challenge any of these items in court, you may be limited to raising ZCA 2016 -01B (Change of Zone) only those items you or someone else raised at the Public Hearing described in this notice, or in written correspondence delivered to the City APPLICANT: City of Lynwood Council at, or prior to, the Public Hearing. LOCATION: Ten (10) parcels located on the west side of Atlantic Avenue between Agnes Avenue and Lavinia Avenue (see Map) PROPOSAL: The proposed General Plan Amendment will change the land use from Open Space (OS) to Senior Citizen Housing Development (SCH). The Change of Zone will change the zoning from Open Space (OS) to Senior Citizen Housing Development (SCH). The site is vacant and undeveloped. ENVIRONMENTAL DETERMINATION: This item would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305. STAFF RECOMMENDATION: Approval Any person interested in any listed proposal can contact the Development Services Department, Planning Division, at 11330 Bullis Road Lynwood, California, during normal business hours (7:00 a.m. to 6:00 p.m., Monday through Thursday) or may telephone (310) 603 -0220 ext. 251 for further information. The associated documents will be available for public inspection at the above address. In the case of Public Hearing items, any person may also appear and be heard in support of or opposition to the project or recommendation of adoption of the Environmental Determination at the time of the Hearing. The City Council, at the Hearing or during deliberations, could approve changes or alternatives to the proposal. / 8189 6pygy�\ % r a gGN�S a c a 8 7a 17 .. „•rte x 14 T / Q, \ 20 e T on / PG 0' �72 CJ10 ,40 21 W cm 22 O" ti zi~ _6 / BK an� 6189 23 Q a 4 x �2 / r 7 e r r Ads I /, r I r / 36 r r 36 / r r / I I r iz 12 I r ! r / r / v, CITY COUNCIL HEARING City Council Chambers, City Hall 11330 Bullis Road Lynwood, CA 90262 DATE AND TIME: February 2, 2016, at 6:00 PM CONTACT PLANNER: Mike Poland PHONE: (310) 603 -0220 ext. 251 Aerial Photograph GPA 2016 -01B and ZCA 2016 -01B North Existing Land Use Map GPA 2016 -01B and ZCA 2016 -01B J PI I Q- - ^ wQ Iq1 � ^o $ ' R SEptilNF ^ R 2 0 C) - R 4200 R' $ R 1 R 1 420o R i [ °o R 1 �--� R 1 of R14 R1 R1 4R3,po� Ju �o R O 0 0 0 ° LL V O v� A V 4200:' R +: 47M Nie R J — nr VC. 42oo R3 1 North R3 Q � 1 La ` J: R2 Project Site I R3 f /rR R3 C? 5�.�ViNrA., � O Q' R1 O / R1 c R2 z c U L.,, ST R /Q/ / / /PRO o I ! o 5200 5200 °r R2 tWAAR a 5240 3100 R t a o° N PELLEUR N RESOLUTION NO. 201.6-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, APPROVING AN AMENDMENT TO THE GENERAL PLAN LAND USE ELEMENT (GPA 2016-0113) TO CHANGE THE LAND USE DESIGNATION FROM OPEN SPACE (OS) TO SENIOR CITIZEN HOUSING DEVELOPMENT (SCHD) FOR THE APPROXIMATELY 0.88 ACRES LOCATED WITHIN ASSESSOR'S PARCELS 6186 - 001 -900, 6186 - 001 -901, 6186- 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186- 001 -907, 6186- 001 -908 and 6186 -001- 909. WHEREAS, the applicant, The City of Lynwood, has filed an application for approval of GPA 2016 -01 B, requesting an amendment to the General Plan Land Use. The requested amendment to the Land Use Element changes about 0.88 acres of Open Space (OS) land use to Senior Citizen Housing Development (SCHD) land use as described in the title of this resolution and the attached Exhibit A. This General Plan Amendment is being processed concurrently with a Zoning Code Amendment (ZCA 2016 -01 B) and Zone Change (ZCA 2016 -01 B). WHEREAS, there is hereby imposed on the associated development projects certain fees, dedications, reservations and other exactions pursuant to state law and City ordinances; WHEREAS, pursuant to Government Code Section 66020(d)(1), NOTICE IS HEREBY GIVEN that the associated development projects are subject to certain fees, dedications, reservations and other exactions as provided herein; WHEREAS, this project would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305 (Minor Alterations in Land Use Limitation) WHEREAS, on January 28, 2016, the Planning Commission of the City of Lynwood held a meeting to consider a General Plan Amendment (GPA 2016 -01 B). At said meeting, the Planning Commission recommended approval of General Plan Amendment GPA 2016 -01 B to the City Council, and; WHEREAS, on February 2, 2016, the City Council of the City of Lynwood held a public hearing to consider the consider the subject General Plan Amendment; WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred; WHEREAS, all of the facts set forth in this Resolution are true and correct. BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, HEREBY FINDS AS FOLLOWS WITH RESPECT TO GPA 2016 -01 B: Based upon substantial evidence presented during the above - referenced public hearing, including written and oral staff reports, and the record from the public hearing, the City Council hereby finds that: 1. Conformance with General Plan Policies — The proposed general plan amendment is consistent with the General Plan, and its goals, objectives, policies and programs. FACT: The project site current land use designation is Open Space (OS). This project proposes to change the General Plan from Open Space (OS) to Senior Citizen Housing Development (SCHD). The change in zoning will be from Open Space (OS) to Senior Citizen Housing Development (SCHD). The proposed amendment is to facilitate the use of the property for future affordable multi - family senior citizen housing development. While there could be regret over the loss of land designated open space, approval of the amendment is a positive action toward meeting the City's housing needs of all economic segments. 2. Health, Safety and Welfare — The proposed general plan amendment will not be detrimental to the public health, safety or welfare. FACT: The proposed General Plan Amendment will not adversely affect the public health, safety or general welfare. This item would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305 (Minor Alterations in Land Use Limitation). BE IT FURTHER RESOLVED that the City Council of the City of Lynwood HEREBY APPROVES Resolution No. 2016- approving GPA 2016 -01 B, thereby establishing General Plan Land Use as described in the Resolution, and the revised General Plan map attached to the Resolution as Exhibit A. APPROVED AND ADOPTED this 2nd day of February 2016. 2 ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: Jose Luis Solache, Mayor APPROVED AS TO CONTENT: David A. Garcia, City Attorney J. Arnoldo Beltran, City Manager STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 2nd day of February 2016, and passed by the following votes: AYES: NOES: ABSTAIN: ABSENT: Maria Quinonez, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016 -_ is on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 2nd day of February 2016. Maria Quinonez, City Clerk 4 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, APPROVING ZCA 2016- 01 B (CHANGE OF ZONE) TO CHANGE THE LAND USE DISTRICT FOR APPROXIMATELY 0.88 ACRES LOCATED WITHIN ASSESSOR'S PARCELS 6186 -001- 900, 6186- 001 -901, 6186- 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186 -001 -907, 6186- 001 -908 AND 6186 - 001 -909 FROM THE OPEN SPACE (OS) LAND USE DISTRICT TO THE SENIOR CITIZEN HOUSING DEVELOPMENT ZONING DISTRICT (SCHD). The City Council of the City of Lynwood does ordain as follows: SECTION 1: 1.1 Pursuant to the provisions of law, public hearings were held before the City of Lynwood Planning Commission and the City Council. 1.2 The matter was fully discussed and the public and other agencies presented testimony and documentation. 1.3 The City of Lynwood Official Zoning Map shall be modified to reflect the Zone Change (ZCA 2016 -01 B). 1.4. This project would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305 (Minor Alterations in Land Use Limitation). SECTION 2: FINDINGS 2.1 With respect to the proposed change to the City of Lynwood Official Zoning Map, which is part of the Zoning Code and delineates the boundaries of Zoning Districts, (Ord. #1563, §3; Ord. #1632, §2; Ord. #1633, § §2, 3; Ord. #1645, §2; Ord. #1659, §2 (Exh. 1§1), and based upon substantial evidence presented to the City Council during the public hearing on February 2, 2016, including written and oral staff reports, and the record from the public hearing, the City Council hereby specifically finds as follows: Conformance with General Plan Policies — The proposed use is consistent with the General Plan, and its goals, objectives, policies and programs. FACT: The project includes two applications, a General Plan Amendment and Zone Change to change the existing land use for Assessor's Parcel Numbers Ordinance No. 6186- 001 -900, 6186- 001 -901, 6186- 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186- 001 -907, 6186- 001 -908 AND 6186- 001 -909. The project site current land use designation is Open Space (OS). This project proposes to change the General Plan from Open Space (OS) to Senior Citizen Housing Development (SCHD). The change in zoning will be from Open Space (OS) to Senior Citizen Housing Development (SCHD). Conformance with General Plan Policies — The proposed use is consistent with the General Plan, and its goals, objectives, policies and programs. FACT: The project site current land use designation is Open Space (OS). This project proposes to change the General Plan from Open Space (OS) to Senior Citizen Housing Development (SCHD). The change in zoning will be from Open Space (OS) to Senior Citizen Housing Development (SCHD). The proposed amendment is to facilitate the use of the property for future affordable multi - family senior citizen housing development. While there could be regret over the loss of land designated open space, approval of the amendment is a positive action toward meeting the City's housing needs of all economic segments. 2. Conformance with Specific Plan Policies — The proposed use is consistent with any applicable Specific Plan. FACT: The project site is not within a specific plan area. 3. Health, Safety and Welfare — The proposed use will not be detrimental to the public. health, safety or welfare. FACT: The proposed Zone Change will not adversely affect the public health, safety or general welfare. This item would be exempt from the requirements of the California Environmental Quality Act (CEQA) Guidelines as provided for in Section 15305 (Minor Alterations in Land Use Limitation). 4. Conformance with Chapter 25 of the Lynwood Municipal Code — The proposed amendment to change the Official Zoning Map is consistent with the purposes and intent of Chapter 25 of the Lynwood Municipal Code. FACT: The applicant has met the City's Municipal Code and other regulations to change the zone. As proposed, the zone change from Open Space (OS) to Senior Citizen Housing Development (SCHD) is consistent with the purposes and intent of Chapter 25 of the Lynwood Municipal Code. 2 Ordinance No. SECTION 3: ZONE CHANGE 3.1 Based on the findings contained in Section 2 of this Ordinance, the City Council hereby adopts a Zone Change to change to the zoning districts from Open Space (OS) to Senior Citizen Housing Development (SCHD) for the approximately 0.88 acres Located Within Assessor's Parcels 6186 - 001 -900, 6186 - 001 -901, 6186 - 001 -902, 6186- 001 -903, 6186- 001 -904, 6186- 001 -905, 6186- 001 -906, 6186- 001 -907, 6186 -001- 908 AND 6186 - 001 -909 located at 21652 and subject to the revised zoning designations depicted in the attached Exhibit A. SECTION 4: EFFECT OF ENACTMENT 4.1 Except as specifically provided herein, nothing contained in this ordinance shall be deemed to modify or supersede any prior enactment of the City Council which addresses the same subject addressed herein. SECTION 5: NOTICE OF ADOPTION 5.1 Within fifteen days after the date of adoption hereof, the City Clerk shall certify to the adoption of this ordinance and cause it to be posted in three public places within the city. SECTION 6: EFFECTIVE DATE 6.1 This ordinance shall take effect thirty days after the date of its adoption. APPROVED AND ADOPTED this 2nd day of February 2016. 3 Ordinance No. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: Jose Luis Solache, Mayor APPROVED AS TO CONTENT: David A. Garcia, City Attorney J. Arnoldo Beltran, City Manager 4 Ordinance No. STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quifonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 2nd day of February 2016, and passed by the following votes: AYES: NOES: ABSTAIN: ABSENT: Maria Quinonez, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016 -_ is on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 2nd day of February 2016. Maria Quinonez, City Clerk 5 Ordinance No. AGENDA STAFF REPORT gC1NORTnPo�� . DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager C�N& PREPARED BY: Christy Valencia, Finance Manager -'- Lilly Hampton, Accounting Technician cla SUBJECT: Approval of the Warrant Register Recommendation: Staff respectfully recommends that the Lynwood City Council approve the warrant register dated February 2, 2016. ------------- - - - - -- Attached Warrant Register dated February 2, 2016 AGENDA 11EM vchlist Electronic Financial Transaction List Page: 1 01/2712016 5:30:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 1002255 1/612016 000053 CALPERS 1918 HEALTH PREMIUM - 1/2016 1011.20140 153,174.31 7151.35.355.64012 37,415.35 7151.35.355.64399 654.24 Total : 191,243.90 1 Vouchers for bank code : apbank Bank total : 191,243.90 1 Vouchers in this report Total vouchers : 191,243.90 Page: 1 apCkHist Void -Check Listing Page: 2 01/28/2016 7:30AM City of Lynwood Bank code: apbank Check # Date Vendor Status Clear/Void Date Invoice Inv. Date Amount Paid Check Total 182801 02/02/2016 007207 MUNI TEMPS V 02/02/2016 126105 11/30/2015 4,100.00 apbank Total: 1 checks in this report Total Checks: 4,100.00 4,100.00 4,100.00 Page: 2 vchlist Prepaids -Check List Page: 3 01/19/2016 1:20:16PM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182718 1/14/2016 009765 CAPPO, INC. 009765012916A REGISTRATION FEES- MENDEZ,S 6051.45.450.64015 229.00 Total : 229.00 182719 1/14/2016 009770 HOTEL MILO 2 Vouchers for bank code : apbank 2 Vouchers in this report 009770012916 LODGING- MENDEZ,S 6051.45.450.64015 845.82 Total : 845.82 Bank total : 1,074.82 Total vouchers : 1,074.82 Page: 3 vchlist Prepaids -Check List Page: 4 01119/2016 1:20:16PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182720 1/19/2016 006399 AT &T 000007457498 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 210.10 000007457499 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457500 TELEPHONE SERVICE - 11/20/2015 - 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457501 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457502 TELEPHONE SERVICE - 11/20/2015 - 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457503 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457505 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 70.02 000007457506 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 496.52 000007457507 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 200.04 000007457511 TELEPHONE SERVICE - 11/20/2015 - 12/19/2015 02- 001816 6051.45.450.64501 188.00 000007457512 TELEPHONE SERVICE - 11/20/2015- 12/19/2015 02- 001816 6051.45.450.64501 188.00 Total : 1,702.78 182721 1/19/2016 000163 SOUTHERN CALIFORNIA EDISON 000163010516 LIGHT & POWER SERVICES - 12/2015 02- 001826 6051.45.450.65001 4,326.14 000163010516 -A LIGHT & POWER SERVICES - 12/2015 02- 001826 2651.45.425.65001 191.25 02- 001826 2051.45.430.65001 58.07 000163010816 LIGHT & POWER SERVICES - 12/2015 02- 001826 2651.45.425.65001 416.75 000163010816 -A LIGHT & POWER SERVICES - 12/2015 02- 001826 2651.45.425.65001 33,240.21 02- 001826 2051.45.430.65001 137.01 000163010816 -B LIGHT & POWER SERVICES - 12/2015 02- 001826 6051.45.450.65001 559.48 4 Page: vchlist Prepaids -Check List Page: 5 01/19/2016 1:20:16PM City of Lynwood Bank code : apbank Voucher Date Vendor 182721 1/19/2016 000163 SOUTHERN CALIFORNIA EDISON 2 Vouchers for bank code : apbank 2 Vouchers in this report Invoice PO # Description /Account Amount (Continued) 000163010916 LIGHT & POWER SERVICES - 12/2015 02- 001826 2651.45.425.65001 362.19 02- 001826 2051.45.430.65001 131.44 000163010916 -A LIGHT & POWER SERVICES - 12/2015 02- 001826 2651.45.425.65001 6,709.32 Total : 46,131.86 Bank total : 47,834.64 Total vouchers : 47,834.64 Page: 5 vchlist Prepaids -Check List Page: 6 01/1912016 4:24:22PM City of Lynwood Bank code: apbank Voucher Date Vendor 182722 1/19/2016 001330 CANON FINANCIAL SERVICES, INC. 182723 182724 182725 182726 1/19/2016 001552 CARRILLO, ROSALIA Invoice 15686205 001552123115 1/19/2016 001987 DISTRICT OF SOUTHERN CALIF., WATER 001987113015 1/19/2016 007497 NATIONAL NOTARY ASSOC. 007497010716 1/19/2016 007205 SANCHEZ AWARDS 740 PO # Description /Account Amount COPIER LEASE PMT - 12/2015- 1/2016 01- 001111 1011.25.205.63030 292.10 01- 001111 1011.35.330.63030 292.10 01- 001111 1011.30.270.63025 48.68 01- 001111 1011.30.270.63030 48.68 01- 001111 1011.30.275.63025 48.68 01- 001111 1011.30.275.63030 48.68 01- 001111 1011.30.310.63025 48.68 01- 001111 1011.30.310.63030 48.68 01- 001111 1052.30.315.63025 48.68 01- 001111 1052.30.315.63030 48.68 01- 001111 6051.30.315.63025 48.68 01- 001111 6051.30.315.63030 48.68 01- 001111 6401.30.315.63025 48.68 01- 001111 6401.30.315.63030 48.68 01- 001111 1011.65.250.63030 146.08 01- 001111 1011.65.290.63030 146.08 01- 001111 1011.50.501.63025 146.05 01- 001111 1011.50.501.63030 146.05 Total : 1,752.62 OUT OF POCKET REIMB -COMM SVC DAY EVENT 08- 003005 1052.60.701.64020 1,727.34 Total : 1,727.34 GROUND WATER PRODUCTION - 11/2015 06- 005887 6051.45.450.67415 110,955.81 Total : 110,956.81 REGISTRATION FEES- M.LUNA NOTARY COMMISION 6051.30.315.65040 682.92 Total : 682.92 ENGRAVING PLAQUES -XMAS PARADE- 12/2015 08- 003006 1052.60.701.64020 356.43 Page: 6 vchlist 01/19/2016 4:24:22PM Prepaids -Check List City of Lynwood Page: 7 Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182726 1/19/2016 007205 007205 SANCHEZ AWARDS (Continued) Total : 356.43 182727 1/19/2016 001056 TPK SCREENPRINT 2231 EMBROIDERY SASHES/ MS LYNWOOD PAGEANT- 12/2015 08- 003007 1052.60.701.64020 152.95 Total : 152.95 182728 1/19/2016 001302 U.S. BANK 001302121015 BANK CARD CHARGES - 11/2015 - 12/2015 1011.10.101.64015 387.28 1011.35.330.62015 83.00 Total : 470.28 7 Vouchers for bank code : apbank Bank total : 116,098.35 Page: 7 vchlist Prepaid -Check List Page: 8 01/26/2016 11:32:34AM City of Lynwood Bank code : apbank Voucher Date Vendor 182729 1/21/2016 005344 AT &T MOBILITY 1 Vouchers for bank code : apbank 1 Vouchers in this report Invoice PO # Description /Account Amount X01082016 CELL PHONE SERVICES - 12/2015 11- 000656 1011.65.290.64501 1,191.16 11- 000656 6051.65.290.64501 1,191.15 X01082016 -A APPLE IPAD MINI 4'S - CODE ENFORCEMENT - 12/2015 01- 001115 1011.75.510.66035 1,415.73 Total : 3,798.04 Bank total : 3,798.04 Total vouchers : 3,798.04 Page: 8 vchlist Prepaid -Check List Page: 9 01121/2016 1:38:14PM City of Lynwood Bank code : apbank Voucher Date Vendor 182730 1/21/2016 005357 URBAN ASSOCIATES, INC. 1 Vouchers for bank code : apbank 1 Vouchers in this report Invoice PO # Description /Account Amount 100.8BA CONSULTING SVCS- 12/2015 11- 000686 2252.75.206.62015 487.50 11- 000686 2941.75.286.62015 227.50 11- 000686 2961.75.865.62015 633.75 11- 000686 3782.75.208.62015 338.75 Total : 1,687.50 Bank total : 1,687.50 Total vouchers : 1,687.50 Page: 9 vchlist 01/21/2016 3:13:48PM Prepaids -Check List City of Lynwood Page: 10 Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182731 1/21/2016 000488 CANON SOLUTIONS AMERICA, INC 122164548 COPIER MAINT- 7/2015 05- 001353 1011.35.330.63025 315.13 Total : 315.13 182732 1/21/2016 005848 INFRASTRUCTURE ENGINEERS 21463 CONSULTING SVCS - 12/2015 04- 000531 1011.50.501.62015 4,132.50 04- 000531 1011.50.505.62015 8,265.00 21471 CONSULTING SVCS- 12/2015 04- 000531 1011.50.501.62015 631.90 04- 000531 1011.50.505.62015 1,263.80 21476 CONSULTING SVCS- 12/2015 04- 000531 1011.50.501.62015 741.68 04- 000531 1011.50.505.62015 1,483.38 Total : 16,518.26 2 Vouchers for bank code : apbank Bank total : 16,833.39 2 Vouchers in this report Total vouchers : 16,833.39 Page: 10 vchlist Prepaids -Check List Page: 11 01/26/2016 4:25:49PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account 182733 1/26/2016 001612 LEAGUE OF CALIFORNIA CITIES 001612020516 REGISTRATION FEES- J.BELTRAN 1011.25.205.64015 Total 182734 1/26/2016 002203 PETTY CASH -HUMAN RESOURCES 002203123115 REPLENISHMENT - 9/2015- 12/2015 1011.35.330.65035 1011.35.330.67950 Total 2 Vouchers for bank code : apbank Bank total 2 Vouchers in this report Total vouchers Amount 650.00 650.00 98.00 43.24 141.24 791.24 791.24 Page: 11 vchlist Prepaid -Check List Page: 12 01/27/2016 7:20:24AM City of Lynwood Bank code: apbank Voucher Date Vendor 182735 1/27/2016 004679 TIME WARNER CABLE 1 Vouchers for bank code : apbank 1 Vouchers in this report Invoice PO # Description /Account Amount 5317021516 CABLE SERVICE -CITY HALL - 1/16/2016- 2/15/2016 12- 000077 1011.65.290.64399 133.56 12- 000077 6051.65.290.64399 133.56 Total : 267.12 Bank total : 267.12 Total vouchers : 267.12 Page: 12 vchlist Check List Page: 13 01/27/2016 5:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182736 2/2/2016 000884 A DIVISION OF SULLY - MILLER, BLUE 636068 ASPHALT - 12/2015 06- 005918 2051.45.410.65020 185.45 Total : 185.45 182737 2/2/2016 001419 ABSOLUTE ACCURACY, INC. 100377 SPRAY PAINT TO MARK DIGS - 12/2015 06- 006162 6051.45.450.65020 319.30 Total : 319.30 182738 2/2/2016 000139 ACE LUMBER, LTD INC A102744 OPERATING SUPPLIES - 7/2015 06- 005883 6051.45.450.65020 15.24 Total : 15.24 182739 212/2016 000743 ADMINISTRATIVE SVCS. CO -OP 326304 DIAL A TAXI TRANSPORTATION PROGRAM- 9/2015 08- 002905 2401.60.725.62015 10,246.89 Total : 10,246.89 182740 2/2/2016 002452 AMERICAN LANGUAGE SVCS. 43087 TRANSLATION SERVICES - 1212015 12- 000062 1011.65.250.62015 194.80 43135 TRANSLATION SERVICES - 12/2015 12- 000062 1011.65.250.62015 452.60 Total : 647.40 182742 2/2/2016 008373 ARAMARK UNIFORM SERVICES 000530976082 UNIFORM RENTAL - 9/2015 06- 006173 1011.45.415.60040 6.30 000530976083 UNIFORM RENTAL - 9/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000530976084 UNIFORM RENTAL - 9/2015 06- 006173 6051.45.450.60040 50.19 000530976085 UNIFORM RENTAL - 9/2015 06- 006173 2051.45.410.60040 29.56 000530976086 UNIFORM RENTAL - 9/2015 06- 006173 2701.45.610.60040 31.58 000530976087 UNIFORM RENTAL - 9/2015 06- 006173 1011.45.615.60040 22.11 000530993693 UNIFORM RENTAL - 10/2015 Page: 13 vchlist Check List Page: 14 01/27/2016 6:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182742 2/2/2016 008373 ARAMARK UNIFORM SERVICES (Continued) 06- 006173 1011.45.415.60040 6.30 000530993694 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000530993695 UNIFORM RENTAL - 10/2015 06- 006173 6051.45.450.60040 50.19 000530993696 UNIFORM RENTAL - 10/2015 06- 006173 2051.45.410.60040 29.56 000530993697 UNIFORM RENTAL - 10/2015 06- 006173 2701.45.610.60040 31.58 000530993698 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.615.60040 22.11 000531011309 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 6.30 000531011310 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531011311 UNIFORM RENTAL - 10/2015 06- 006173 6051.45.450.60040 50.19 000531011312 UNIFORM RENTAL - 10/2015 06- 006173 2051.45.410.60040 29.56 000531011313 UNIFORM RENTAL - 10/2015 06- 006173 2701.45.610.60040 31.58 000531011314 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.615.60040 22.11 000531028849 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 6.30 000531028850 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531028851 UNIFORM RENTAL - 10/2015 06- 006173 6051.45.450.60040 50.19 000531028852 UNIFORM RENTAL - 10/2015 06- 006173 2051.45.410.60040 29.56 000531028854 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 22.11 Page: 14 vchlist 01127/2016 5:45:35PM Check List City of Lynwood Page: 15 Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182742 2/2/2016 008373 ARAMARK UNIFORM SERVICES (Continued) 000531046408 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 6.30 000531046409 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531046410 UNIFORM RENTAL - 10/2015 06- 006173 6051.45.450.60040 50.19 000531046411 UNIFORM RENTAL - 10/2015 06- 006173 2051.45.410.60040 29.56 000531046412 UNIFORM RENTAL - 10/2015 06- 006173 2701.45.610.60040 31.58 000531046413 UNIFORM RENTAL - 10/2015 06- 006173 1011.45.415.60040 22.11 000531063956 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 6.30 000531063957 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531063958 UNIFORM RENTAL - 11/2015 06- 006173 6051.45.450.60040 50.19 000531063959 UNIFORM RENTAL - 11/2015 06- 006173 2051.45.410.60040 29.56 000531063960 UNIFORM RENTAL - 11/2015 06- 006173 2701.45.610.60040 31.58 000531063961 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 22.11 000531082492 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 6.30 000531082493 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531082494 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 50.19 000531082495 UNIFORM RENTAL - 11/2015 06- 006173 2051.45.410.60040 29.56 000531082496 UNIFORM RENTAL - 11/2015 Page: 15 vchlist Check List Page: 16 01/27/2016 5:45:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182742 2/2/2016 008373 ARAMARK UNIFORM SERVICES (Continued) 06- 006173 2701.45.610.60040 31.58 000531082497 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 22.11 000531100023 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 6.30 000531100024 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 68.84 06- 006173 1011.45.415.64399 20.83 000531100025 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.415.60040 50.19 000531100026 UNIFORM RENTAL - 11/2015 06- 006173 2051.45.410.60040 29.56 000531100027 UNIFORM RENTAL - 11/2015 06- 006173 2701.45.610.60040 31.58 000531100028 UNIFORM RENTAL - 11/2015 06- 006173 1011.45.615.60040 22.11 Total : 1,803.70 182743 2/2/2016 000499 AUTO ZONE WEST, INC. 4147749404 AUTO PARTS - 1/2016 06- 006068 7011.45.420.65045 33.77 Total : 33.77 182744 2/2/2016 008172 BLACK & VEATCH CORPORATION 1210291 WATER SEWER RATE STUDY - 10/2015 06- 006179 6401.45.460.64399 1,690.00 Total : 1,690.00 182745 2/2/2016 002374 BNI BUILDING NEWS 63088 TRAINING MANUAL/HANDBOOKS- 12/2015 06- 006129 6051.45.450.65020 272.25 Total : 272.25 182746 2/2/2016 000011 BRENDA J. PETERSON & ASSOC. 11619191 BUSINESS CARDS - 11/2015 07- 000700 1011.55.601.62025 111.24 Total : 111.24 182747 2/2/2016 000300 BUBBS HARDWARE 20 HARDWARE SUPPLIES FOR WELL SITES - 1/2016 06- 005903 6051.45.450.65020 5.86 Page: 16 vchlist Check List Page: 17 01/2712016 5:45:36PM City of Lynwood Bank code : apbank Voucher Date Vendor 182747 2/2/2016 000300 000300 BUBBS HARDWARE 182748 2/2/2016 007750 CALIFORNIA CONSULTING, LLC Invoice (Continued) 1484 182749 2/2/2016 000053 CALPERS 000053022916 182750 2/2/2016 001330 CANON FINANCIAL SERVICES, INC. 15580370 182751 2/2/2016 000488 CANON SOLUTIONS AMERICA, INC 4017736287 PO # Description /Account Amount Total : 5.86 GRANT WRITING SERVICES - 12/2015 02- 001862 1011.40.215.62015 600.00 02- 001862 1011.45.405.62015 300.00 02- 001862 1011.50.505.62015 600.00 02- 001862 1011.60.701.62015 600.00 02- 001862 1011.75.815.62015 600.00 02- 001862 6051.45.450.62015 300.00 Total : 3,000.00 OPEB CONTRIBUTION - 2/2016 02- 001867 7151.35.355.64011 50,000.00 Total : 50,000.00 COPIER LEASE, MAINTENANCE & PRINTS - 12/2015 01- 001111 1011.25.205.63030 60.16 01- 001111 1011.35.330.63030 60.16 01- 001111 1011.30.270.63025 10.02 01- 001111 1011.30.270.63030 10.02 01- 001111 1011.30.275.63025 10.02 01- 001111 1011.30.275.63030 10.02 01- 001111 1011.30.310.63025 10.02 01- 001111 1011.30.310.63030 10.02 01- 001111 1052.30.315.63025 10.02 01- 001111 1052.30.315.63030 10.02 01- 001111 6051.30.315.63025 10.02 01- 001111 6051.30.315.63030 10.02 01- 001111 6401.30.315.63025 10.02 01- 001111 6401.30.315.63030 10.02 01- 001111 1011.65.250.63030 30.14 01- 001111 1011.65.290.63030 30.14 01- 001111 1011.50.501.63025 30.08 01- 001111 1011.50.501.63030 30.08 Total : 361.00 CANON COPIER - PRINT CHARGES - 12/2015 Page: 17 vchlist Check List Page: 18 01/27/2016 5:45:35PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182751 2/2/2016 000488 CANON SOLUTIONS AMERICA, INC (Continued) 06- 006111 1011.45.614.63025 500.00 06- 006111 2651.45.425.63025 223.46 Total : 723.46 182752 2/2/2016 000560 CASANOVA TOWING EQUIPMENT 5874 REPAIRS AND MAINTENANCE - 10/2015 06- 006071 7011.45.420.63025 1,024.50 5877 REPAIRS AND MAINTENANCE - 10/2015 06- 006071 7011.45.420.63025 161.94 5924 REPAIRS AND MAINTENANCE - 11/2015 06- 006071 7011.45.420.63025 8.00 5970 REPAIRS AND MAINTENANCE - 11/2015 06- 006071 7011.45.420.63025 193.25 5971 REPAIRS AND MAINTENANCE - 11/2015 06- 006071 7011.45.420.63025 345.00 5975 CONSTRUCTION EQUIPMENT 06- 005986 7011.45.420.63025 296.25 Total : 2,028.94 182753 2/2/2016 009774 CATO, JEANETTE 000409 REFUND - BATEMAN HALL RENTAL 1011.60.33215 100.00 Total : 100.00 182754 2/2/2016 002094 CCAC 002094020116 REGI- D.BETANCUR 1011.15.105.64015 80.00 Total : 80.00 182755 2/2/2016 009670 COMPLIANCE & MONITORING, INC., 6634 LABOR COMPLIANCE PROGRAM- 12/2015 06- 006091 4011.67.007.62015 1,933.33 Total : 1,933.33 182756 2/2/2016 000484 COMPTON COURT HOUSE 000484113015 PROCESSING CITATIONS/ BAIL SURCHARGE- 11/2015 07- 000685 1011.55.515.62015 12,456.41 Total : 12,456.41 182757 2/2/2016 006281 CONSULTANTS, PROFESSIONAL IN000070529 SECURITY SERVICES - 11/2015 08- 002876 1011.10.101.62016 207.05 Page: 18 vchlist Check List Page: 19 01/27/2016 6:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182757 2/2/2016 006281 CONSULTANTS, PROFESSIONAL (Continued) 08- 002876 1011.15.105.62016 207.05 08- 002876 1011.20.110.62016 207.05 08- 002876 1011.25.205.62016 207.05 08- 002876 1011.30.275.62016 678.64 08- 002876 1011.35.330.62016 207.05 08- 002876 1011.45.401.62016 268.03 08- 002876 1011.50.505.62016 207.05 08- 002876 1011.60.701.62016 7,211.79 08- 002876 1011.65.290.62016 103.51 08- 002876 1011.75.815.62016 207.05 08- 002876 6051.30.315.62016 678.64 08- 002876 6051.45.450.62016 268.03 08- 002876 6051.65.290.62016 103.51 08- 002876 1011.55.601.62016 207.05 IN000070530 SECURITY SERVICE FOR PRIVATE RENTALS - 11/2015 08- 002912 1011.60.740.62016 967.85 IN000070531 SECURITY SERVICE FOR PRIVATE RENTALS - 11/2015 08- 002912 1011.60.740.62016 96.25 IN000070532 SECURITY SERVICE FOR PRIVATE RENTALS - 11/2015 08- 002912 1011.60.740.62016 140.00 Total : 12,172.65 182758 2/2/2016 001283 CORNELIOUS, DION 001283012016 CDBG COMMISSIONER STIPEND - 1/2016 11- 000660 2941.75.285.60999 50.00 Total : 50.00 182759 2/2/2016 000138 DAILY JOURNAL CORPORATION A2829023 PUBLICATION SERVICES - 12/2015 04- 000540 1011.50.505.62025 76.50 A2829750 PUBLICATION SERVICES - 12/2015 04- 000540 1011.50.505.62025 64.60 A2829765 PUBLICATION SERVICES - 12/2015 04- 000540 1011.50.505.62025 57.80 Total : 198.90 182760 2/2/2016 009773 DEBONIS, ROSA 1532802 -1 REFUND - BATEMAN HALL RENTAL - 1011.60.33215 400.00 19 Page: vchlist Check List Page: 20 01/27/2016 6:45:35PM City of Lynwood Bank code : apbank Voucher Date Vendor 182760 2/2/2016 009773 009773 DEBONIS, ROSA 182761 2/2/2016 007474 DECKSIDE POOL SERVICE 182762 2/2/2016 007243 DEPARTMENT OF PUBLIC WORKS, 182763 2/2/2016 006088 DIESEL MOBIL SERVICE 182764 2/2/2016 009763 DOWNEY CARE CENTER 182765 2/2/2016 002170 ERICKSON -HALL CONSTRUCTION 182766 2/2/2016 003317 FAIR HOUSING FOUNDATION 182767 2/2/2016 003334 FED EX Invoice (Continued) 10003182 150152 15121707272 15121707273 17407 17418 004073 8 9 003317123115 PO # 06- 005895 06- 005895 06- 006036 06- 006036 06- 005886 06- 006164 06- 005461 06- 005461 11- 000672 5- 274 -44328 06- 005866 Description /Account Amount Total : 400.00 POOL & FOUNTAIN MAINTENANCE - 1/2016 1011.45.415.63025 570.00 POOL & FOUNTAIN MAINTENANCE- 12/2015 1011.45.415.63025 501.23 Total : 1,071.23 TRAFFIC SIGNAL MAINTENANCE - 12/2015 2051.45.430.62015 420.50 TRAFFIC SIGNAL MAINTENANCE- 12/2015 2051.45.430.62015 310.13 Total : 730.63 FLEET VEHICLE REPAIRS - 12/2015 7011.45.420.63025 933.70 CITY FLEET REPAIRS - 12/2015 7011.45.420.63025 517.55 Total : 1,451.25 REFUND - BATEMAN HALL RENTAL 1011.60.33215 165.00 Total : 165.00 CONSTRUCTION MANAGER AT RISK - 11/2015 4011.67.011.62015 7,400.00 CONSTRUCTION MANAGER AT RISK - 12/2015 4011.67.011.62015 7,400.00 Total : 14,800.00 CDBG PUBLIC SERVICE PROGRAM- 12/2015 2941.75.285.64399 632.18 Total : 632.18 COURIER SERVICE - 12/2015 7011.45.420.64399 5.51 Total : 5.51 Page: 20 vchlist Check List Page: 21 01/27/2016 5:45:36PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182768 2/2/2016 001393 FERGUSON ENTERPRISES, INC. 2705386 FAUCETS FOR LYNWOOD PARK RESTROOMS- 12/2015 06- 006150 1011.45.415.65020 4,375.88 Total : 4,375.88 182769 2/2/2016 003335 FIRST LEGAL SUPPORT SERVICE 123737 COURIER SERVICE - 12/2015 02- 001868 1011.30.270.64399 76.03 Total : 76.03 182770 2/2/2016 009082 FLOYD, LATASIA 009082012816 INSTRUCTOR FOR ZUMBA - 1/2016 08- 002897 1011.60.705.62015 274.00 Total : 274.00 182771 2/2/2016 008482 GALINDO LOCK &KEY SERVICES 0508 HARDWARE SERVICE AND KEY DUPLICATION - 1/2016 06- 006067 1011.45.415.64399 110.50 Total : 110.50 182772 2/2/2016 003983 GALLS QUARTERMASTER 004488987 UNIFORMS PURCHASE - 11/2015 11- 000720 1011.75.510.60040 306.86 004488987 -A UNIFORMS PURCHASE - 11/2015 11- 000704 1011.75.510.60040 89.83 Total : 396.69 182773 2/2/2016 003339 GBS LINENS 168650 -21 LAUNDRY OF LINEN SERVICE - 1/2016 08- 002861 1011.60.740.64399 14.54 168652 -31 LAUNDRY OF LINEN SERVICE - 1/2016 08- 002861 1011.60.740.64399 178.30 168678 -20 LAUNDRY OF LINEN SERVICE - 1/2016 08- 002861 1011.60.740.64399 40.92 169631 -25 LAUNDRY OF LINEN SERVICE - 1/2016 08- 002861 1011.60.740.64399 126.08 Total : 359.84 182774 2/2/2016 009599 GKK WORKS 16 -1660 HAM PARK COMMUNITY- CONSTRUCTION - 12/2015 06- 006030 4011.67.007.62015 22,665.92 Total : 22,665.92 182775 2/2/2016 001510 GRAINGER, INC. 9917922735 MATERIALS & SUPPLIES - 12/2015 06- 005888 6051.45.450.65020 61.32 Page: 21 vchlist Check List Page: 22 01/27/2016 6:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182775 2/2/2016 001510 GRAINGER, INC. (Continued) 9925474562 MATERIALS & SUPPLIES - 12/2015 06- 005888 6051.45.450.65020 111.08 Total : 172.40 182776 2/2/2016 000993 GRM INFORMATION MANAGEMENT 0281122 - 0281135 OFF -SITE RECORDS STORAGE - 12/2015 01- 001087 1011.25.205.62015 537.84 Total : 537.84 182777 2/2/2016 008611 GWMA LLAR 9 -15-4 LLAR FIRST AMENDMENT FEE -FY- 201542016 06- 006180 6401.45.457.62015 92,228.32 Total : 92,228.32 182778 2/2/2016 000270 HANSON AGGREGATES WEST, INC. 1633061 SAND FOR WATER MAINLINE REPAIRS - 12/2015 06- 006165 6051.45.450.65020 462.51 1633587 SUPPLIES FOR WATER MAINLINE REPAIRS - 12/2015 06- 006165 6051.45.450.65020 220.73 Total : 683.24 182779 2/2/2016 001895 HARRINGTON DECORATING CO, INC 1579 CHRISTMAS LIGHT DECOR - 12/2015 06- 006123 2051.45.410.65020 11,999.00 06- 006123 1011.45.415.65020 2,915.95 Total : 14,914.95 182780 2/2/2016 009741 HEMMER, IVONNEE 004065 REFUND - BATEMAN HALL RENTAL 1011.60.33215 110.00 Total : 110.00 182781 2/2/2016 009448 HERMAN WEISSKER, INC. 91223 INSTALLATION OF ST. LIGHT ASSEMBLY- 12/2015 06- 006147 2651.45.425.64399 4,985.00 Total : 4,985.00 182782 2/2/2016 005694 HERNANDEZ, EVELIA 005694010616 CDBG COMMISSIONER STIPEND - 1/2016 11- 000663 2941.75.285.60999 50.00 Total : 50.00 182783 2/2/2016 003315 HOME DEPOT CREDIT SERVICE 2022055 MATERIALS & SUPPLIES - 1/2016 06- 005926 1011.45.415.65020 239.68 22 Page: vchlist Check List Page: 23 01/27/2016 5:46:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182783 2/2/2016 003315 HOME DEPOT CREDIT SERVICE (Continued) 2593233 MATERIALS & SUPPLIES - 12/2015 06- 005926 1011.45.415.65020 63.91 3970820 MATERIALS & SUPPLIES - 12/2015 06- 005926 2701.45.610.65020 92.66 63219 MATERIALS & SUPPLIES - 12/2015 06- 005926 1011.45.415.65020 143.84 6583885 MATERIALS & SUPPLIES - 12/2015 06- 005926 1011.45.415.65020 29.91 8971039 MATERIALS & SUPPLIES - 12/2015 06- 005926 2701.45.610.65020 249.48 Total : 819.48 182784 2/2/2016 000608 HUB INTERNATIONAL INS.SVCS,INC 000608123115 -A LIABILITY INSURANCE FOR RENTALS - 12/2015 08- 002865 1011.60.740.64001 2,400.48 Total : 2,400.48 182785 2/2/2016 000327 HUNTINGTON PK RUBBER STAMP CO. 0274721 -IN RUBBER STAMPS - 12/2015 06- 006073 6051.45.450.65020 17.33 Total : 17.33 182786 2/2/2016 005848 INFRASTRUCTURE ENGINEERS 21450 INSPECTION SERVICE - 12/2015 06- 006138 4011.68.017.62015 8,827.00 Total : 8,827.00 182787 2/2/2016 000844 J & G GRAPHICS 05214 PRINTING SERVICES - 11/2015 04- 000522 1011.50.505.62025 395.85 05217 PRINTING SERVICES - 12/2015 11- 000721 1011.75.815.62025 350.40 Total : 746.25 182788 2/2/2016 008254 JCL BARRICADE COMPANY 82835 SIGNS & CHANNELS - 12/2015 06- 005952 2051.45.410.65020 84.48 82836 SIGNS & CHANNELS - 12/2015 06- 005952 2051.45.410.65020 447.45 82837 SIGNS & CHANNELS - 12/2015 06- 005952 2051.45.410.65020 386.84 Page: 23 vchlist Check List Page: 24 01/27/2016 5:45:36PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182788 2/2/2016 008254 JCL BARRICADE COMPANY (Continued) 83121 TRAFFIC CONTROL SUPPLIES - 1/2016 06- 006160 2701.45.610.65020 7,054.37 06- 006160 2051.45.430.65020 7,054.37 06- 006160 2651.45.425.65020 7,054.37 83126 SIGNS & CHANNELS - 1/2016 06- 005952 2051.45.410.65020 495.95 83127 SIGNS & CHANNELS - 1/2016 06- 005952 2051.45.410.65020 495.95 Total : 23,073.78 182789 2/2/2016 003331 L.A. COUNTY SHERIFF DEPT. 160477WM PRISONER MAINT- SUPPLEMENTAL SVCS - 7/2015 07- 000684 1011.40.215.64399 1,462.02 162031 NH SHERIFF SECURITY FOR PRIVATE RENTALS - 11/2015 08- 002898 1011.60.740.62016 3,379.96 162276NH LAW ENFORCEMENT SERVICES - 12/2015 07- 000672 1011.40.215.62015 763,452.10 162277NH LAW ENFORCEMENT SERVICES - 12/2015 07- 000683 3801.40.235.64399 15,291.83 162297NH HELICOPTER SUPPLEMENTAL SERVICE - 10/2015 07- 000684 1011.40.215.64399 1,857.68 162298NH HELICOPTER SUPPLEMENTAL SERVICE - 11/2015 07- 000684 1011.40.215.64399 3,388.07 162507NH LAW ENFORCEMENT -CITY COUNCIL - 12/2015 07- 000684 1011.40.215.64399 643.80 Total : 789,475.46 182790 2/2/2016 004923 LEE ANDREWS GROUP, INC. 2016016 SERVICES REGARDING ANIMAL CONTROL - 12/2015 07- 000701 1011.40.445.62015 1,500.00 Total : 1,500.00 182791 2/2/2016 001991 LEGISLATIVE ADVOCACY GROUP 5645 LEGISLATIVE SERVICES - 12/2015 02- 001836 1011.30.275.62015 5,000.00 Total : 5,000.00 182792 2/2/2016 008480 LOPEZ AUTO SERVICE & TIRES INC 21892 AUTO REPAIR FOR CITY FLEET - 1212015 06- 006140 7011.45.420.63025 25.00 Page: 24 vchlist Check List Page: 25 01/27/2016 5:45:36PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182792 2/2/2016 008480 008480 LOPEZ AUTO SERVICE & TIRES INC (Continued) Total : 25.00 182793 2/2/2016 003313 LOS ANGELES METROPOLITAN 800062246 MTA BUS PASS SUBSIDY - 9/15/2015- 10/14/2015 06- 006023 2401.45.435.67220 42.00 800062473 MTA BUS PASS SUBSIDY - 10/15/2015 - 11/14/2015 06- 006023 2401.45.435.67220 42.00 Total : 84.00 182794 2/2/2016 000122 LYNWOOD RENTAL CENTER 185584 FIELD CHALK -COED SOFTBALL SPRING - 12/2015 08- 003008 1011.60.705.65020 103.33 185588 OPERATING SUPPLIES - 1/2016 06- 005929 2051.45.410.63025 39.38 Total : 142.71 182795 2/2/2016 001936 MAIN STREET SIGNS 21348 STREET SIGNS, HARDWARE SUPPLIES - 10/2015 06- 005930 2051.45.410.65020 499.12 21425 STREET SIGNS, HARDWARE SUPPLIES - 10/2015 06- 005930 2051.45.410.65020 497.88 21704 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 495.19 21705 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 495.19 21767 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 490.20 21768 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 490.20 21769 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 490.20 21771 STREET SIGNS, HARDWARE SUPPLIES - 12/2015 06- 005930 2051.45.410.65020 490.20 Total : 3,948.18 182796 2/2/2016 002761 MARCO POWER EQUIPMENT 122690 OPERATING SUPPLIES - 1/2016 06- 005967 2701.45.610.65020 104.64 122691 OPERATING SUPPLIES - 1/2016 06- 005933 2051.45.410.65020 81.75 Total : 186.39 Page: 25 vchlist Check List Page: 26 01/27/2016 5:46:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182797 2/2/2016 009761 MARSHALL, TAMALA 000133 REFUND - BATEMAN HALL RENTAL 1011.60.33215 153.00 Total : 153.00 182798 2/2/2016 001125 MARTIN & CHAPMAN CO. 2015412 ELECTION SERVICES CONSULTING PACKAGE- 12/2015 03- 000315 1011.15.105.62020 61.60 Total : 61.60 182799 2/2/2016 009602 MOORE, LORRAINE 009602010616 CDBG COMMISSIONER STIPEND - 1/2016 11- 000695 2941.75.285.60999 50.00 009602012016 CDBG COMMISSIONER STIPEND - 1/2016 11- 000695 2941.75.285.60999 50.00 Total : 100.00 182800 2/2/2016 006274 MSL ELECTRIC, INC. 6160 INSTALL SIGNAL POLE (MLK & WRIGHT)- 12/2015 06- 006151 2051.45.430.64399 14,400.00 Total : 14,400.00 182801 2/2/2016 007207 MUNI TEMPS 126105 TEMPORARY SERVICES - 11/2015 03- 000320 1011.15.105.62015 4,100.00 Total : 4,100.00 182802 2/2/2016 007582 NBS 12150415 BOND DISCLOSURE REPORTING SERVICES - 1/2016 06- 006188 6051.45.450.62015 1,343.86 Total : 1,343.86 182803 2/2/2016 009760 NUNEZ, ROSE MARIE 004139 REFUND - BATEMAN HALL RENTAL 1011.60.33215 200.00 Total : 200.00 182804 2/2/2016 000078 OFFICE DEPOT 807063821001 OFFICE SUPPLIES - 11/2015 04- 000542 1011.50.505.65020 138.00 812829817001 OFFICE SUPPLIES - 12/2015 04- 000524 1011.50.605.65015 108.86 812830184001 OFFICE SUPPLIES - 12/2015 04- 000524 1011.50.605.65015 14.16 817289486001 OFFICE SUPPLIES - 1/2016 04- 000524 1011.50.505.65015 57.19 26 Page: vchlist Check List Page: 27 01/27/2016 5:45:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182804 2/2/2016 000078 OFFICE DEPOT (Continued) 817289620001 OFFICE SUPPLIES - 1/2016 04- 000524 1011.50.505.65015 131.21 819255075001 OFFICE SUPPLIES - 1/2016 02- 001831 1011.30.310.65015 57.00 02- 001831 6051.30.315.65020 29.47 819255812001 OFFICE SUPPLIES - 1/2016 02- 001831 1011.30.275.65015 2.01 Total : 537.90 182805 2/2/2016 005932 ONWARD ENGINEERING 3084 LINEAR PARK CONSTRUCTION MANAGEMENT - 12/2015 11- 000685 3782.75.208.62015 8,100.00 Total : 8,100.00 182806 2/2/2016 000490 PETTY CASH - RECREATION 000490120415 REPLENISHMENT 9/2/2015 - 12/4/2015 1011.60.701.62025 14.32 1011.60.705.65020 43.48 1011.60.701.62025 50.53 1011.60.705.65020 7.40 Total : 115.73 182807 212/2016 008307 PHOENIX GROUP INFORMATION SYS 112015204 CITATION PROCESSING AND COLLECTIONS - 11/2015 07- 000690 1011.55.515.62015 2,312.81 Total : 2,312.81 182808 2/2/2016 009775 POLY COMPOSITES USA, INC 1628557 REFUND - CONSTRUCTION METER 6051.26101 550.00 6051.45.33245 -51.00 6051.30.33263 - 125.56 1011.40.30168 -11.30 Total : 362.14 182809 2/2/2016 001142 QUILL CORPORATION 1975545 W2/1099 TAX FORM ENVELOPES - 12/2015 02- 001865 1011.30.270.62025 115.44 Total : 115.44 182810 2/2/2016 007435 READY REFRESH 05L0031568942 WATER AND COOLER RENTAL - 12/2015 Page: 27 vchlist Check List Page: 28 01127/2016 6:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182810 2/2/2016 007435 READY REFRESH (Continued) 03- 000310 06AO031568967 02- 001821 02- 001821 02- 001821 02- 001821 02- 001821 182811 2/2/2016 001326 REDFLEX TRAFFIC SYSTEMS, INC. RTS0010063 8.77 1011.30.275.67950 8.77 1052.30.315.67950 8.77 6051.30.315.67950 07- 000675 182812 2/212016 005067 ROADLINE 12112 1011.40.215.67950 6,800.00 Total : 6,800.00 MATERIALS & SUPPLIES - 11/2015 06- 005954 182813 2/2/2016 009095 ROBERT R. COFFEE ARCHITECT 1971 46, 223.90 Total : 46,223.90 REPAIRS & ROAD SERVICE - 1/2016 7011.45.420.63025 06- 005475 182814 2/2/2016 008036 RUBIO'S TIRE SHOP 1372 Total : 40.60 PLAQUES, ENGRAVINGS AWARDS SERVICES - 1/2016 1011.10.101.64399 86.66 PLAQUES AWARDS 06- 005891 182815 2/2/2016 000075 S & J SUPPLY CO. S100061409.001 1011.50.605.67950 36.61 06- 005898 182816 2/2/2016 007205 SANCHEZ AWARDS 748 01- 001083 759 01- 001083 182817 2/2/2016 000312 SPARKLETTS 14624693122515 - 04- 000525 1011.15.105.67950 40.43 WATER & COOLER RENTAL - 1/2016 1011.30.270.67950 8.77 1011.30.275.67950 8.77 1052.30.315.67950 8.77 6051.30.315.67950 8.78 6401.30.315.67950 8.78 Total : 84.30 DIGTAL PHOTO ENFORCEMENT SERVICES - 12/2015 1011.40.215.67950 6,800.00 Total : 6,800.00 MATERIALS & SUPPLIES - 11/2015 2051.45.410.65020 32.15 Total : 32.15 ARCHITECT - NEW ANNEX PROJECT- 12/2015 4011.67.011.62015 46, 223.90 Total : 46,223.90 REPAIRS & ROAD SERVICE - 1/2016 7011.45.420.63025 50.00 Total : 50.00 MATERIALS FOR WATERLINE REPAIRS - 12/2015 6051.45.450.65020 40.60 Total : 40.60 PLAQUES, ENGRAVINGS AWARDS SERVICES - 1/2016 1011.10.101.64399 86.66 PLAQUES AWARDS 1011.25.205.64399 5.45 Total : 92.11 WATER AND COOLER RENTAL - 12/2015 1011.50.605.67950 36.61 Page: 28 vchlist Check List Page: 29 01/27/2016 5:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182817 2/2/2016 000312 SPARKLETTS (Continued) 182818 2/2/2016 000089 STAPLES OFFICE WAREHOUSE 182819 2/212016 008890 TAFOYA AND GARCIA, LLP 182820 2/2/2016 002938 TAJ OFFICE SUPPLY 182821 2/2/2016 006066 THE SHERWIN WILLIAMS CO. 182822 2/2/2016 006068 TRIMMING LAND COMPANY, INC. 182823 2/2/2016 000173 U.S. BANKTRUST 14855810121215 3290452972 2015.1003 2015.1006 2015.1007 2015.1015 0036463 -001 0036512 -001 2897 -9 07- 000677 02- 001832 02- 001832 02- 001847 02- 001847 02- 001847 02- 001847 08- 002872 07- 000670 06- 005923 2999 06- 005875 3058 06- 005875 141444000030116 WATER & COOLER RENTAL - 12/2015 1011.55.515.67950 10.00 Total : 46.61 OFFICE SUPPLIES - 1/2016 1011.30.270.65015 47.00 6051.30.315.65015 56.80 Total : 103.80 LEGAL FEES - 10/2015 1011.30.265.62002 420.00 LEGAL FEES - 10/2015 1011.30.265.62009 2,222.50 LEGAL FEES - 10/2015 1011.30.265.62012 262.50 LEGAL FEES - 10/2015 1011.30.265.62004 122.50 Total : 3,027.50 OFFICE SUPPLIES - 1/2016 1011.60.710.65015 49.57 OFFICE SUPPLIES - 1/2016 1011.55.515.65015 21.78 Total : 71.35 PAINT SUPPLIES - 12/2015 1011.45.614.65020 410.71 Total : 410.71 TREE TRIMMING SERVICES - 11/2015 2701.45.620.62015 5,325.00 TREE TRIMMING SERVICES - 11/2015 2701.45.620.62015 672.00 Total : 5,997.00 SERIES A LEASE REVENUE BONDS 2010 - 3/2016 Page: 29 vchlist Check List Page: 30 01/27/2016 5:46:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182823 2/2/2016 000173 U.S. BANK TRUST (Continued) 02- 001819 5011.30.280.67605 235,139.09 95953000030116 2003 LEASE REVENUE REFUNDING BOND A- 3/2016 02- 001820 5011.30.280.67605 54,000.00 Total : 289,139.09 182824 2/2/2016 007742 ULINE, INC. 72587175 COFFEE CONDIMENTS AND SUPPLIES - 11/2015 08- 003009 1011.60.740.67950 253.55 73074237 SANDBAGS FOR EL NINO STORM - 12/2015 06- 006171 2051.45.410.65020 638.31 06- 006171 6051.45.450.65020 638.32 Total : 1,530.18 182825 2/2/2016 000166 UNDERGROUND SERVICE ALERT /SC 1220150409 UNDERGROUND SERVICE ALERTS- 1/2016 06- 005975 6051.45.450.64399 144.00 Total : 144.00 182826 2/2/2016 009742 UNIFIRST CORPORATION 3241731807 UNIFORM RENTALS - 11/2015 06- 006181 2051.45.430.60040 13.28 3241731808 UNIFORM RENTALS - 11/2015 06- 006181 6051.45.450.60040 25.58 3241731809 UNIFORM RENTALS - 11/2015 06- 006181 1011.45.415.60040 26.45 3241731810 UNIFORM RENTALS - 11/2015 06- 006181 1011.45.614.60040 42.34 3241731811 UNIFORM RENTALS - 11/2015 06- 006181 2051.45.410.60040 33.92 3241731812 UNIFORM RENTALS - 11/2015 06- 006181 1011.45.415.64399 37.69 3241734165 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.430.60040 35.35 3241734166 UNIFORM RENTALS - 12/2015 06- 006181 6051.45.450.60040 47.65 3241734168 UNIFORM RENTALS - 12/2015 06- 006181 2701.45.610.60040 42.34 3241734169 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.410.60040 33.92 Page: 30 vchlist Check List Page: 31 01/27/2016 5:45:35PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account 182826 2/2/2016 009742 UNIFIRST CORPORATION (Continued) 3241734170 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.415.64399 3241736503 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.430.60040 3241736504 UNIFORM RENTALS - 12/2015 06- 006181 6051.45.450.60040 3241736505 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.415.60040 3241736506 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.614.60040 3241736507 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.410.60040 3241736508 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.415.64399 3241738854 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.430.60040 3241738855 UNIFORM RENTALS - 12/2015 06- 006181 6051.45.450.60040 3241738856 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.415.60040 3241738857 UNIFORM RENTALS - 12/2015 06- 006181 2701.45.610.60040 3241738858 UNIFORM RENTALS - 12/2015 06- 006181 2051.45.410.60040 3241738859 UNIFORM RENTALS - 12/2015 06- 006181 1011.45.415.64399 3241743588 UNIFORM RENTALS - 1/2016 06- 006181 2051.45.430.60040 3241743589 UNIFORM RENTALS - 1/2016 06- 006181 6051.45.450.60040 3241743590 UNIFORM RENTALS - 1/2016 06- 006181 1011.45.415.60040 3241743591 UNIFORM RENTALS - 1/2016 06- 006181 1011.45.614.60040 3241743592 UNIFORM RENTALS - 1/2016 06- 006181 2051.45.410.60040 Amount 40.69 13.28 25.58 78.99 64.41 33.92 37.69 13.28 25.58 22.98 42.34 55.99 35.75 13.28 25.58 22.98 42.34 33.92 Page: 31 vchlist Check List Page: 32 01/27/2016 6:45:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182826 2/2/2016 009742 UNIFIRST CORPORATION (Continued) 3241743593 UNIFORM RENTALS - 1/2016 06- 006181 1011.45.415.64399 35.75 Total : 1,002.85 182827 2/2/2016 002912 WATERLINE TECHNOLOGIES,INC 5325041 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 394.17 5325042 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 320.46 5325043 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 352.51 5325044 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 256.37 5325891 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 416.60 5325892 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 533.57 5325893 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 318.86 5325894 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 346.10 5326439 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 237.14 5326440 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 201.89 5326441 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 224.32 5326442 SODIUM HYPOCHLORITE SOLUTION - 12/2015 06- 005893 6051.45.450.65020 282.00 5326638 SODIUM HYPOCHLORITE SOLUTION - 1/2016 06- 005893 6051.45.450.65020 480.69 5326669 SODIUM HYPOCHLORITE SOLUTION - 1/2016 06- 005893 6051.45.450.65020 160.23 5326670 SODIUM HYPOCHLORITE SOLUTION - 1/2016 06- 005893 6051.45.450.65020 193.88 5326671 SODIUM HYPOCHLORITE SOLUTION - 1/2016 06- 005893 6051.45.450.65020 173.05 32 Page: vchlist Check List Page: 33 01/27/2016 5:45:35PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 182827 2/2/2016 002912 WATERLINE TECHNOLOGIES,INC (Continued) Total : 4,891.84 182828 2/2/2016 000040 WAXIE SANITARY SUPPLY 75677346 JANITORIAL SUPPLIES- 12/2015 06- 005882 1011.45.415.65020 489.21 Total : 489.21 182829 2/2/2016 000477 WEBSTER'S BEE REMOVAL SERVICES 8814 BEE REMOVAL SERVICE- 11/2015 06- 006024 1011.45.615.64399 175.00 Total : 175.00 182830 2/2/2016 002976 WE -DO EQUIPMENT W099998 ARROW BOARD FOR WATER DIVISION - 12/2015 06- 006145 6051.45.450.65020 4,523.50 Total : 4,523.50 182831 2/2/2016 000102 WHITECAP, HD SUPPLY CONST.& 10004451051 MATERIAL & SUPPLIES - 12/2015 06- 006060 2051.45.410.65020 133.15 10004482444 MATERIAL & SUPPLIES - 12/2015 06- 006060 2051.45.410.65020 490.50 10004482446 MATERIAL & SUPPLIES - 12/2015 06- 006060 2051.45.410.65020 490.50 Total : 1,114.15 182832 2/2/2016 009762 ZACARIAS, CARLOS 003994 REFUND - BATEMAN HALL RENTAL 1011.60.33215 435.00 Total : 435.00 182833 2/2/2016 000184 ZUMAR INDUSTRIES, INC. 0162290 OPERATING SUPPLIES - 12/2015 06- 005956 2051.45.410.65020 476.57 0162291 OPERATING SUPPLIES - 12/2015 06- 005956 2051.45.410.65020 476.57 0162586 OPERATING SUPPLIES - 12/2015 06- 005956 2051.45.410.65020 492.55 0162587 OPERATING SUPPLIES - 12/2015 06- 005956 2051.45.410.65020 492.55 0162588 OPERATING SUPPLIES - 12/2015 06- 005956 2051.45.410.65020 492.55 Total : 2,430.79 Page: 33 vchlist Voucher List Page: 34 01/27/2016 5:46:36PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 97 Vouchers for bank code : apbank Bank total : 1,496,636.38 98 Vouchers in this report Total vouchers : 1,496,636.38 Page: 34 a 0101, LY �d AGENDA STAFF REPORT DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltr6n, City Manager avk PREPARED BY: Christy Valencia, Finance Manager Delania G. Whitaker, Financial Analys , SUBJECT: Resolution Authorizing the Examination of Sales or Transactions and Use Tax Records Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE EXAMINATION OF SALES OR TRANSACTIONS AND USE TAX RECORDS ". Background: The Finance Department has the responsibility for collecting, accounting for, and reporting citywide revenues. The City currently contracts with MuniServices, LLC to provide sales and use, and property tax analysis /audit services. Discussion & Analysis: In order for MuniServices, LLC to prepare its analysis for the City they must obtain access to confidential Board of Equalization (SBOE ). to MuniServices, LLC as th e audit services, the attached authorize disclosure of SBO City. Fiscal Impact: 1 sales and use tax records maintained by the State In order for this information to be made available City's consultant to perform the aforementioned resolution must be approved by City Council to E confidential taxpayer information on behalf of the The action recommended in this report will not have a fiscal impact on the City. Coordinated With: City Attorney's Office Attachments: Resolution California Code — Revenue and Taxation Section 7051 -7060 City Ordinance No. 1217 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE EXAMINATION OF SALES OR TRANSACTIONS AND USE TAX RECORDS WHEREAS, pursuant to Ordinance No. 1217, the City of Lynwood entered into a contract with the State Board of Equalization (SBOE) to perform all functions incident to the administration and collection of local sales and use taxes; and WHEREAS, the City Council of the City of Lynwood deems it necessary and desirable for authorized representatives of the City to examine confidential sales, transactions, and use tax records of the Board pertaining to sales, transactions, and use taxes collected by the Board for the City; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Board records and establishes criminal penalties for the unlawful disclosure of information contained in, or derived from sales, transactions, or use tax records of the Board; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Board records including requiring the adoption of a resolution authorizing access to the sales, transactions, and use tax records. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD HEREBY RESOLVES AS FOLLOWS: Section 1. That the City Manager and Director of Finance, or other officer or employee of the City designated in writing by the City Manager to the SBOE is hereby appointed to represent the City with authority to examine all of the sales, transactions, and use tax records of the SBOE pertaining to sales, transactions, and use taxes collected for the City by the Board of Equalization pursuant to the contract between the City and the SBOE under the Bradley -Burns Uniform Local Sales and Use Tax Law or the Transactions and Use Tax Law. The information obtained by examination of SBOE records shall be used only for purposes related to the collection of City sales, transactions, and use taxes by the Board pursuant to the contract or the purposes designated in Section 2. Section 2. That the City Manager and Director of Finance, or other officer or employee of the City designated in writing by the City Manager to the SBOE is also hereby appointed to represent the City with authority to examine those sales, transactions, and use tax records of the Board for purposes related to the following governmental functions of the City: a) functions related to Sales, Transaction, and /or Use Tax collection or administration; and b) functions related to budgeting and forecasting of revenue; and c) functions related to the detection of misallocations and deficiencies Section 3. That MuniServices, LLC is hereby designated to examine the sales, transactions, and use tax records of the Board pertaining to sales, transactions, and use taxes collected for the City by the Board under the City's local sales and use tax ordinance and any future Transactions and Use Tax Ordinances that may be enacted in the City: The person or entity designated by this section meets all of the following conditions: a) has an existing contract with the City to examine sales, transactions, and use tax records; b) is required by that contract to disclose information contained in, or derived from those sales, transactions, and use tax records only to an officer or employee authorized under Section 1 or Section 2 of this resolution to examine the information; c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract; and d) is prohibited by that contract from retaining the information contained in, or derived from those sales, transactions, and use tax records after that contract has expired. Section 4. That the information obtained by examination of Board records shall be used only for purposes related to the collection of City's sales, transactions, and use taxes by the Board pursuant to the contracts between the City and the Board of Equalization or for purposes relating to the governmental functions designated in Section 2. Section 5. That this resolution supersedes all prior sales, transactions, and use tax resolutions of the City of Lynwood adopted pursuant to subdivision (b) of Revenue and Taxation Section 7056. Section 6. This resolution shall be effective immediately upon its adoption. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016. Edwin Hernandez Mayor ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Christy Valencia Finance Manager CA Codes (rtc:7051 -7060) REVENUE AND TAXATION CODE SECTION 7051 -7060 7051. The board shall enforce the provisions of this part and may prescribe, adopt, and enforce rules and regulations relating to the administration and enforcement of this part. The board may prescribe the extent to which any ruling or regulation shall be applied without retroactive effect. 7051.1. The board may adopt rules and regulations which provide for the issuance of a permit to a person who holds a valid seller's permit which allows the purchase of tangible personal property without payment by the retailer of the tax imposed under this part and any reimbursement of the sales tax to the retailer by that person, if all of the following conditions are met: (a) That person agrees to report and pay the retailer's tax liability directly to the board. (b) The board determines that such a direct payment permit will facilitate the collection of the tax imposed under this part. (c) The board determines that the issuance of a direct payment permit is to the mutual convenience of the board, the person to whom the direct payment permit is issued, and the retailers whose tax liability will be reported and paid by that person. (d) The board determines that the issuance of a direct payment permit will not result in a tax loss either in total or on a cash flow basis. To ensure against a potential cash flow loss, the board may accelerate by not more than 10 days the prepayment due dates of a person. (e) Any person who is issued a direct payment permit shall include with each tax return required to be filed under this part a schedule upon which all local sales and use tax, and any applicable district transactions and use tax, reported on the return as provided in subdivision (a) is allocated to the cities, counties, city and county, redevelopment agencies, and districts to which the tax would have been allocated if it had been reported and paid by the retailers. 7051.2. (a) If a holder of a direct payment permit issued by the board pursuant to Section 7051.1 gives an exemption certificate to a retailer for the purpose of paying that retailer's tax liability to the board, and fails or refuses to pay that retailer's tax liability to the board on a timely basis, then in addition to that retailer's tax liability, the direct payment permitholder shall be subject to the same penalty provisions that would apply if that permit holder was the retailer. (b) If a holder of a direct payment permit issued by the board pursuant to Section 7051.1 does not properly allocate a retailer's local sales and use tax liability, or that retailer's district transactions and use tax liability, if applicable, to the cities, counties, city and county, redevelopment agencies, and districts to which those taxes would have been allocated if properly reported by that retailer, then the direct payment permitholder shall be liable to the state for a penalty of 10 percent of the amount of that Page 1 of 7 http: / /www.leginfo. ca.gov /cgi- binldisplaycode? section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) retailer's tax liability not properly allocated by the direct payment permitholder for improper allocation due to negligence or intentional disregard of the law. 7051.3. (a) "Use tax direct payment permit" means a permit issued by the board that allows a taxpayer to self - assess and pay state and local use tax under Part 1 (commencing with Section 6001), Part 1.5 (commencing with Section 7200), and if otherwise applicable, Part 1.6 (commencing with Section 7251), and Part 1.7 (commencing with Section 7280) directly to the board. (b) Every person seeking to pay use taxes directly to the board shall file an application for a use tax direct payment permit. An application for a use tax direct payment permit shall be made upon a form prescribed by the board and shall set forth the name under which the applicant transacts or intends to transact business, the location of the place or places of business where the applicant intends to make direct payment of use tax, and any other information that the board may require. An applicant for a use tax direct payment permit may register as a place to make direct payment of use tax, any of the places of business in this state that the applicant expects to be a place of first use for purchases subject to use tax, in accordance with the requirements of subdivision (d). The application shall be signed by the owner, if a natural person; in the case of an association or partnership, by a member or partner; and in the case of a corporation, by an executive officer or some person specifically authorized by the corporation to sign the application. (c) Pursuant to an application, a use tax direct payment permit shall be issued to any person who meets all of the following conditions: (1) The applicant agrees to self - assess and pay directly to the board any use tax liability incurred under this section. (2) The applicant certifies to the board either of the following: (A) The applicant is the purchaser for its own use or is the lessee of tangible personal property at a cost of five hundred thousand dollars ($500,000) or more in the aggregate, during the calendar year immediately preceding the application for the permit. (B) The applicant is a county, city, city and county, or redevelopment agency. (d) Any person who holds a valid use tax direct payment permit shall self- assess and pay directly to the board use taxes due under this part, Part 1.5 (commencing with Section 7200), and if otherwise applicable, Part 1.6 (commencing with Section 7251), and Part 1.7 (commencing with Section 7280) for all purchases subject to use tax for which a use tax direct payment exemption certificate was issued, and shall report on the tax return required to be filed by Section 6452, the amount of local use tax applicable to each county, city, city and county, or redevelopment agency in which the first "use," as defined in Section 6009, occurs. (e) The board shall allow any holder of a use tax direct payment permit to issue a use tax direct payment certificate to any registered retailer or seller subject to all of the following: (1) The use tax direct payment certificate shall be in a form prescribed by the board, and shall be signed by, and bear the name, address, and permit number of, the holder of the use tax direct payment permit. (2) Once a use tax direct payment certificate has been issued by a holder of a use tax direct payment permit, it shall remain effective until revised or withdrawn by the holder of the permit or until the Page 2 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplaycode? section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) retailer or seller has received actual notice that the permit has been revoked by the board. (3) A use tax direct payment certificate relieves a person selling property from the duty of collecting use tax only if taken in good faith from a person who holds a use tax direct payment permit. A purchaser who issues a use tax direct payment certificate that is accepted in good faith by a seller or retailer of tangible personal property shall be the sole person liable for any sales tax and related interest and penalties with respect to any transaction that is subsequently determined by the board to be subject to sales tax and not use tax. (4) Any person who holds a use tax direct payment permit and gives a use tax direct payment certificate to a seller or retailer shall, in addition to any applicable use tax liabilities, be subject to the same penalty provisions that apply to a seller or retailer. (f) It is the intent of the Legislature that the board administer this part in a manner which assures that local use tax be received by the county, city, city and county, or redevelopment agency where the first use occurs. 7051.5. The board shall prescribe rules and regulations respecting retail grocers who sell both taxable items and exempt food items to provide one or more methods whereby they may report their sales tax liabilities in as simplified a manner as is consistent with law. Such rules and regulations shall be applied equally to all grocers who report their sales tax liabilities thereunder. 7052. The board may employ accountants, auditors, investigators, assistants, and clerks necessary for the efficient administration of this part and may designate representatives to conduct hearings, prescribe regulations, or perform any other duties imposed by this part or other laws of this State upon the board. 7053. Every seller, every retailer as defined in subdivision (b) of Section 6015, and every person storing, using, or otherwise consuming in this State tangible personal property purchased from a retailer shall keep such records, receipts, invoices, and other pertinent papers in such form as the board may require. 7054. The board or any person authorized in writing by it may examine the books, papers, records, and equipment of any person selling tangible personal property and any person liable for the use tax and may investigate the character of the business of the person in order to verify the accuracy of any return made, or, if no return is made by the person, to ascertain and determine the amount required to be paid. 7055. In administration of the use tax the board may require the filing of reports by any person or class of persons having in his or their possession or custody information relating to sales of tangible Page 3 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplaycode ?section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) personal property the storage, use, or other consumption of which is subject to the tax. The reports shall be filed when the board requires and shall set forth the names and addresses of purchasers of the tangible personal property, the sales price of the property, the date of sale, and such other information as the board may require. 7056. (a) (1) Excepting the information set forth on permits issued under Article 2 (commencing with Section 6066) of Chapter 2, the information set forth on certificates of registration issued pursuant to Section 6226, and the terms of any settlement made pursuant to Section 19442 (as amended by Chapter 138 of the Statutes of 1994), it is unlawful for the board, any person having an administrative duty under this part or any person who obtains access to information contained in, or derived from, sales or transactions and use tax records of the board pursuant to subdivision (b), to make known in any manner whatever the business affairs, operations, or any other information pertaining to any retailer or any other person required to report to the board or pay a tax pursuant to this part, or the amount or source of income, profits, losses, expenditures, or any particular thereof, set forth or disclosed in any return, or to permit any return or copy thereof or any book containing any abstract or particulars thereof to be seen or examined by any person. (2) It is also unlawful for any person, other than an officer or employee of a county, city and county, city, or district, who obtains access to information contained in, or derived from, sales or transactions and use tax records of the board pursuant to subdivision (b), to retain that information after that person's contract with the county, city and county, city, or district has expired. (3) Notwithstanding paragraphs (1) and (2), the Governor may, by general or special order, authorize examination by other state officers, by tax officers of another state, by the federal government, if a reciprocal arrangement exists, by the tax officials of Mexico, if a reciprocal agreement exists, or by any other person of the records maintained by the board under this part. The information so obtained pursuant to the order of the Governor shall not be made public except to the extent and in the manner that the order may authorize that it be made public. (b) When requested by resolution of the legislative body of any county, city and county, city, or district, the board shall permit any duly authorized officer or employee of the county, city and county, city, or district, or other person designated by that resolution, to examine all of the sales or transactions and use tax records of the board pertaining to the ascertainment of those sales or transactions and use taxes to be collected for the county, city and county, city, or district by the board pursuant to contract entered into between the board and the county, city and county, city, or district under the Bradley -Burns Uniform Local Sales and Use Tax Law (Part 1.5 (commencing with Section 7200)) or the Transactions and Use Tax Law (Part 1.6 (commencing with Section 7251)). Except as otherwise provided herein, this subdivision shall not be construed to allow any officer, employee, or other person authorized or designated by a county, city and county, city, or district to examine any sales or transactions and use tax records of any taxpayer. The costs that are incurred by the board in complying with a request made pursuant to this subdivision shall be deducted by the board from those revenues collected by the board on behalf of the county, city and county, city, or district making the request. (1) The resolution shall certify that any person designated by the Page 4 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplaycode? section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) resolution, other than an officer or employee, meets all of the following conditions: (A) Has an existing contract with the county, city and county, city, or district to examine those sales and use tax records. (B) Is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of the county, city and county, city, or district who is authorized by the resolution to examine the information. (C) Is prohibited by that contract from performing consulting services for a retailer during the term of that contract. (D) Is prohibited by that contract from retaining the information contained in, or derived from, those sales or transactions and use tax records, after that contract has expired. (2) Information obtained by examination of board records as permitted in this subdivision shall be used only for purposes related to the collection of local sales or transactions and use taxes by the board pursuant to the contract, or for purposes related to other governmental functions of the county, city and county, city, or district set forth in the resolution. (c) If the board believes that any information obtained pursuant to subdivision (b) has been disclosed to any person not authorized or designated by the resolution of the legislative body of the county, city and county, city, or district, or has been used for purposes not permitted by subdivision (b), then notwithstanding subdivision (b), the board may impose conditions on access to its sales and use tax records which the board considers reasonable, in order to protect the confidentiality of those records. (d) Predecessors, successors, receivers, trustees, executors, administrators, assignees, and guarantors, if directly interested, may be given information as to the items included in the measure and amounts of any unpaid tax or amounts of tax required to be collected, interest, and penalties. (e) For purposes of this section, "reciprocal agreement" means a formal agreement to exchange information between national taxing officials of Mexico and taxing authorities of the State Board of Equalization, the Franchise Tax Board, and the Employment Development Department. Furthermore, the reciprocal agreement shall be limited to the exchange of information which is essential for tax administration purposes only. Taxing authorities of the State of California shall be granted tax information only on California residents. Taxing authorities of Mexico shall be granted tax information only on Mexican nationals. 7056.5. (a) Except as otherwise provided by this article or other express provision of law, the information furnished or secured pursuant to this part shall be used solely for the purpose of administering the tax laws or other laws administered by the person or agency obtaining it. Any willful unauthorized inspection or unwarranted disclosure or use of the information by the person or agency, or the employees and officers thereof, is a misdemeanor. For purposes of this section, "inspection" means any examination of confidential information furnished or secured pursuant to this part. (b) The board shall notify a taxpayer of any known incidents of willful unauthorized inspection or unwarranted disclosure or use of the taxpayer's confidential tax records, but only if criminal charges have been filed for the willful unauthorized inspection or unwarranted disclosure. Page 5 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplaycode? section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) 7056.6. (a) Except as otherwise provided by law, any person who is engaged in the business of preparing, or providing services in connection with the preparation of, returns under Chapter 5 (commencing with Section 6451), or any person who for compensation prepares any such return for any other person, and who knowingly or recklessly does either of the following, shall be guilty of a misdemeanor, and, upon conviction thereof, shall be fined not more than one thousand dollars ($1,000) or imprisoned no more than one year, or both, together with the costs of prosecution: (1) Discloses any information furnished to him or her for, or in connection with, the preparation of the return. (2) Uses that information for any purpose other than to prepare, or assist in preparing, the return. (b) Subdivision (a) shall not apply to disclosure of information if that disclosure is made pursuant to the person's consent or pursuant to a subpoena, court order, or other compulsory legal process. 7057. (a) The board may disclose to state governmental licensing entities identifying information of persons appearing on the list of the 500 largest tax delinquencies pursuant to Section 7063 for purposes of administering Section 494.5 of the Business and Professions Code. "Identifying information" means the name, social security number or taxpayer identification number, and the last known address of the persons appearing on the list of the 500 largest tax delinquencies. (b) Neither the state governmental licensing entity, nor any officer, employee, or agent, or former officer, employee, or agent of a state governmental licensing entity, may disclose or use any information obtained from the board pursuant to this section, except to administer Section 494.5 of the Business and Professions Code or to inform the public of the denial, refusal to renew, or suspension of a license or the issuance of a temporary license pursuant to Section 494.5 of the Business and Professions Code. (c) For purposes of this section, state governmental licensing entity means a state governmental licensing entity as defined in Section 494.5 of the Business and Professions Code. 7057.5. (a) The board may disclose to state agencies identifying information of persons appearing on the list of the 500 largest tax delinquencies pursuant to Section 7063 for purposes of administering Section 10295.4 of the Public Contract Code. "Identifying information" means the name, social security number or taxpayer identification number, and the last known address of the persons appearing on the list of the 500 largest tax delinquencies. (b) A state agency, and any officer, employee, or agent, or former officer, employee, or agent of a state agency, shall not disclose or use any information obtained from the board, pursuant to this section, except to administer Section 10295.4 of the Public Contract Code. 7058. A certificate by the board or an employee of the board Page 6 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplayeode ?section =rtc &group =07001 - 08000 &file =70... 1/19/2016 CA Codes (rtc:7051 -7060) stating that a notice required by this part was given by mailing or personal service shall be prima facie evidence in any administrative or judicial proceeding of the fact and regularity of the mailing or personal service in accordance with any requirement of this part for the giving of a notice. Unless otherwise specifically required, any notice provided by this part to be mailed or served may be given either by mailing or by personal service in the manner provided for giving notice of a deficiency determination. 7060. (a) The board, under regulations prescribed by the board, may establish a reward program for information resulting in the identification of underreported or unreported taxes due under this part. Any reward may not exceed 10 percent of the taxes collected as a result of the information provided. Any person employed by or under contract with any state or federal tax collection agency shall not be eligible for a reward provided pursuant to this section. (b) Within 2 1/2 years of the effective date of the act adding this subdivision or within 2 1/2 years of the commencement of a program pursuant to subdivision (a), whichever is later, the board shall report to the Legislature on all of the following: (1) The number of informant letters and telephone calls received during the 2 -year period following the effective date of the act adding this subdivision or following the commencement of a program pursuant to subdivision (a), whichever is later. (2) The amount of additional taxes and penalties assessed and collected as a result of this program and the amount of rewards distributed. (3) The administrative costs incurred in implementing and operating this program. (c) Rewards paid pursuant to this section shall be paid from amounts appropriated by the Legislature for that purpose. Page 7 of 7 http: / /www.leginfo .ca.gov /cgi- binldisplaycode ?section =rtc &group= 07001 - 08000 &file =70... 1/19/2016 ORDINANCE NO. 1217 AN ORDINANCE OF THE CITY COUNCIL..OF THE CITY OF LYNWOOD TO AMEND LYNWOOD CODE, CHAPTER 30, IMPOSING A SALES AND USE TAX TO BE ADMINISTER- ED BY THE STATE BOARD OF EQUALIZATION. The City Council of the City of Lynwood does ordain as follows: Section 1. Section 30 -21 of the Lynwood--Code, Chapter 30, is amended by amending paragraph (G) thereof to read: (G) There shall be excluded from the gross re- ceipts by which the tax is measured: (1) The amount of any sales or use tax imposed by the State of California upon a retailer or consumer; (2) The gross receipts from the sale of tangible personal property to oper- ators of aircraft to be used or con- sumed principally outside the city in which the sale is made and direct- ly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this state, the United States, or any foreign government. Section 2. Section 30 -22 of the Lynwood Code, Chapter 30, is amended by amending paragraph (E) thereof to read: (E) There shall be exempt from the tax due under this Section: (1) The amount of any sales or use tax im- posed by the State of California upon a retailer or consumer; (2) The storage, use or other consumption of tangible personal property, the gross receipts from the sale of which.has been subject to sales tax under a sales and use tax ordinance enacted in accordance with Part 1.5 of Division 2 of the Re- venue and Taxation Code by any city and county, county, or city, in this-state; (3) In addition to the exemptions provided in Sections 6366 and 6366.1 of the Re- venue and Taxation Code, the storage, use, or other consumption of tangible personal property purchased by operators of air- craft and used or consumed by such oper". ators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compen- sation under a certificate of public con- venience and necessity issued pursuant to the laws of this state, the United States, or any foreign government. (Page 1 of 3) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO AMEND LYNWOOD CODE, CHAPTER,30, IMPOSING A SALES AND USE TAX TO BE AD- MINISTERED BY THE STATE BOARD OF EQUALIZATION (Continued) Section 3. Section 30- 21,.Paragraph (G) of Lynwood Code, Chapter 30, as amended by Section 1 of this ordinance, is amended to read: (G) There shall be excluded from the gross receipts by which the tax is measured: (1) The amount of any sales or use tax im- posed by the State of California upon a retailer or consumer; (2) The gross receipts from the sale of tangible personal property to operators of waterborn vessels to be used or consumed principally outside the city in which the sale is made and directly and exclusively in the .carriage of persons or property in such vessels for commercial purposes; (3) The gross receipts from the sale of tangible personal property to operators of aircraft to be used or consumed principally outside the city in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this state, the United States, or any foreign government. Section 4. Section 30 -22, Paragraph (E) of the Lynwood Code, Chapter 30, as amended by Section 2 of this Ordinance, is amended to read: (E) There shall be exempt from the tax.due under this Section: (1) The amount of any sales or use tax imposed by the State of California upon a retailer or consumer; (2) The storage, use or other consumption of tangible personal property, the gross re- ceipts from the sale of which has been sub- ject to sales /tax under a sales and use tax ordinance enacted in accordance with Part 1.5 of Division 2.of the Revenue and.Taxation Code by any city and county, county, or city in this state; (3) The storage, use or other consumption of tangible personal property purchased by operators of waterborne vessels and used or consumed by such operators directly and exclusively in the carriage of persons or property in such vessels for commercial purposes; (4) In addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code, the storage, use, or other consumption of tangible personal.property purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or.property for hire or compensation under a certificate of public convenience and necessity issued pur- suant to the laws of this state, the United States, or any foreign government. Section 5. Sections 1 and 2 of this Ordinance shall be operative January 1, 1984. (Page 2 of 3) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO AMEND LYNWOOD CODE, CHAPTER 30, IMPOSING A SALES AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD'OF EQUALIZATION - (Continued): Section 6. Sections 3 and 4 of this Ordinance shall be operative on the operative date of any act of the Legis- lature of the State of California which amends or repeals and reenacts Section 7202 of the Revenue and Taxation Code to provide an exemption from city sales and use taxes for operators of waterborne vessels in the same, or substantially the same, language as that existing in subdivisions (i) (7) and (i) (8) of Section 7202 of the Revenue and Taxation Code as those subdivisions read on October 1, 1983. First read at a regular meeting of the City Council of the City of Lynwood held on the 6th day of December , 1983, and finally ordered published at a regular meeting of said Council held on the 20th day of December 1983. AYES: COUNCILMEN BYORK, HENNING, ROWE, THOMPSON, MORRIS NOES: NONE ABSENT: NONE ATTEST: ANDREA L. HOOPER, CITY CLERK APPROVED AS TO FORM: ;VI MC W N, CITY ATTORNEY E. LWMORRS-, YOR CITY OF LYNWOOD APPROVED AS TO CONTENT: CHARLES G. GOMEZ, CITY MAN ER (Page 3 of 3) STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, and ex- officio clerk of the Council of said City, do hereby certify that the above is a true and correct copy of Ordinance No. 1217 adopted by the City Council of the City of Lynwood, and that the same was passed on the date and by the vote therein stated. (SEAL) Dated this 23rd day of December 1983. City Clerk, City of Lynwoo mgr zp,.. e d AGENDA STAFF REPORT DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager 4?5 W_ PREPARED BY: Christy Valencia, Finance Manager Delania G. Whitaker, Financial Analys 1 SUBJECT: Renewal of Agreement with American Language Services for Spanish Translation Services Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD DISPENSING WITH THE FORMAL BIDDING REQUIREMENTS, APPROVING THE RENEWAL OF THE EXISTING AGREEMENT WITH AMERICAN LANGUAGE SERVICES TO PROVIDE SPANISH TRANSLATION SERVICES FOR AUTHORITY AGENDAS AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT ". Background: On July 31, 2006, the City entered into a three year agreement with American Language Services (ALS) for the purpose of translating the short agendas for each City authority into Spanish, in an effort to facilitate access and understanding of City business by a greater number of residents. On July 7, 2009, the contract was extended on a month -to -month basis for six months. On January 5, 2010, the City opted to renew the existing agreement with ALS for another three years. On February 5, 2013, Council authorized the renewal of the existing agreement with ALS. The agreement is set to expire on February 5, 2016. Discussion & Analysis: The City's current agreement with ALS was initially established to provide Spanish translation services for all authority agendas —City Council, Lynwood AGENDA ITEM /ZW Housing Authority, Lynwood Parking Authority, Lynwood Public Finance Authority, Lynwood Successor Agency, and the Lynwood Utility Authority. Technology & Media Support Services also has an agreement (under the City Manager's authority) for the Spanish translation of City newsletter articles, public notices, and other documents. In 2010 and 2013, ALS agreed to reduce its costs for Spanish translation services from $0.12 to $0.11 per word and from $0.11 to $0.105 per word, respectively. ALS recognizes that cities are facing budgetary constraints and recognizes the City's loyalty over the years, and will hold the rate at the same $0.105 per word, which is discount off our normal rate of $0.12. Therefore, staff is recommending that the Council approves the renewal of the agreement with ALS for another three years and four months (through June 30, 2019) to provide Spanish translation services to the City. Section 6 -3.13 of the Lynwood Municipal Code authorizes the City Council to dispense with formal bidding requirements by 4 /5ths vote, when the services may be acquired more economically and efficiently through direct negotiations. The reduced pricing secured through negotiations, as described above, support this determination. Fiscal Impact: The estimated cost for the Spanish translation of all authority agendas is $12,000 per year. The cost is based on ALS' rate of $0.105 per word at an average of 4000 words per meeting for 29 meetings per year (including five special meetings). Funding is budgeted in the Technology & Media Support Services' Marketing Division. There are adequate funds to cover the contract through June 30, 2016. Funding for the subsequent year(s), will be included as part of the budget adoption process. This estimated cost does not cover other translation services provided to the City. However, those costs are properly budgeted with the departments' budget. Coordinated With: City Attorney's Office 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD DISPENSING WITH THE FORMAL BIDDING REQUIREMENTS, APPROVING THE RENEWAL OF THE EXISTING AGREEMENT WITH AMERICAN LANGUAGE SERVICES TO PROVIDE SPANISH TRANSLATION SERVICES FOR AUTHORITY AGENDAS AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, on July 31, 2006, the City retained the services of a American Language Services (ALS) to translate the short agendas of each City authority into Spanish, in order to facilitate access and understanding of City business by a greater number of residents; and WHEREAS, on July 7, 2009, the contract was extended on a month -to- month basis for six months; and WHEREAS, on January 5, 2010, the City opted to renew the existing agreement with ALS for another three years. WHEREAS, on February 5, 2013, Council authorized the renewal of the existing agreement with ALS; and WHEREAS, the agreement with ALS expired on February 5, 2016; and WHEREAS, Lynwood Municipal Code 6- 3.13.a.3 section authorizes the City Council to dispense with formal bidding requirements when the services may be acquired more economically and efficiently through direct negotiations; and WHEREAS, ALS will hold the rate at the same $0.105 per word, which is discount off our normal rate of $0.12; and WHEREAS, approximately $12,000 will be needed a year to cover the costs for the Spanish translation services; and WHEREAS, staff recommends the City Council renew the agreement with ALS to provide translation needs to the City for an additional three years. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. The City .Council by at least 4 /5ths vote, hereby finds that the quality services provided by ALS and reduced costs justify dispensing with the formal bidding requirements per Lynwood Municipal Code section 6- 3.13.a.3. The reduced pricing secured through negotiations with ALS, as described in the recitals above, support this determination. 3 Section 2. The Mayor is authorized to execute a three -year agreement with American Language Services for approximately $12,000 per year for the services approved as to the form of the City Attorney. Section 3. This resolution shall become effective immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of February, 2016. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney 0 Edwin Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Christy Valencia Finance Manager CONSULTING SERVICES AGREEMENT This agreement ( "Agreement ") is made as of February 2, 2016 by and between the City of Lynwood, a municipal corporation ( "City ") and American Language Services, a California corporation ( "Consultant"). City and Consultant are sometimes hereafter individually referred to as a "Party" and collectively to as "Parties." RECITALS WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide consulting services to the City as set forth in the attached Exhibit A; and . WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A. B. Time of Performance. Consultant shall complete the specific services according to the schedule of performance which is also set forth in Exhibit A. 2. Term of Agreement. This Agreement shall commence on February 5, 2016 (the "Commencement Date ") and shall terminate on June 30, 2019 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. On or before ninety (90) days prior to the Terminations Date, Consultant and City shall meet to discuss this Agreement and its possible extension and or modification. In the event the Parties do not enter into a new agreement prior to the Termination Date, this Agreement shall continue on a month -to -month basis under the same terms for a period not to exceed three months following the Termination Date. If the Parties execute no new agreement by the end of the three -month period following the Termination Date, this Agreement shall terminate at the end of such three -month period. 3. Compensation. A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after submission of proper invoices in the form and manner specified by the City. Each invoice shall include a breakdown of all services performed together with the final word count and rate per word for each service. City shall endeavor to pay invoices bearing correct and authorized charges within forty five (45) days of the date they are received; Consulting Services Agreement however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. City shall not be responsible to Consultant for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Consultant shall not exceed Thirty Three Thousand Dollars ($33,000) for the term of this Agreement. Actual compensation will be on a per word basis, which shall be payable in monthly installments dependent on the word count for the actual services rendered. The payment shall not exceed ten and a half cents ($0.105) per word for regular and special meeting agendas. The estimated annual cost of the service provided is Eleven Thousand Dollars ($11,000). In the event that this Agreement continues beyond the Termination Date as specified in Section 2, the total additional payment to Consultant in the event no new agreement is signed shall not exceed the sum of the per word count for the actual services for each month of extension or the appropriate prorated amounts if less than a full month of additional services is involved at any time. C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out -of -town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only be reimbursed for those expenses which; (i) appear on Consultants' monthly invoices; (ii) are accompanied by a copy of the City's written authorization for Consultant to incur such expenses; and (iii) receipts documenting such expenses. 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context both parties intend the provisions of the other exhibit(s) to control. 5. Addresses. City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Mr. J. Arnoldo Beltran, City Manager Consultant American Language Services 1849 Sawtelle Boulevard, Suite 600 Los Angeles, CA 90262 Attn: Dina Spevack Consulting Services Agreement 2 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A — Scope of Services and Time of Performance (one (1) page) Exhibit B — General Terms and Conditions (seven (7) pages) SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. CITY CITY OF LYNWOOD Edwin Hernandez, Mayor CONSULTANT AMERICAN LANGUAGE SERVICES Alan Weiss, VP of Sales ATTEST: Na Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney Date: Date: Consulting Services Agreement 4 EXHIBIT A SCOPE OF SERVICES AND TIME OF PERFORMANCE The Consultant shall provide the City with Spanish translated versions of all authority agendas (City Council, Lynwood Housing Authority, Lynwood Parking Authority, Lynwood Public Financing Authority, Lynwood Successor Agency and Lynwood Utility Authority) at a rate of $0.105 per word for its Council meetings held on the first and third Tuesday of each month. Consultant shall receive transmitted agendas from the City on the Thursday the week prior to the City Council meeting. Upon receipt of email, Consultant shall provide the City with a confirmation of receipt, and then proceed to process the City's request. The Consultant shall translate agendas and transmit documents electronically to City no later than 7:00 a.m. on Monday of the following week. Consultant guarantees that all translation work will be accurate, fair, and complete. Consulting Services Agreement EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance. A. Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his /her designee. The City Manager or his /her designee may from time to time assign additional or different tasks or services to Consultant, provided such tasks are within the scope of services described in Exhibit A. However, no additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A, or those so assigned in writing to Consultant by the City Manager or his /her designee. B. The City Manager shall, until further notice to Consultant, administer this Agreement and provide for immediate supervision of Consultant with respect to the services to be provided hereunder. Consulting Services Agreement 3. Indemnification. A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties. B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by the Consultant's performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractors, subconsultants or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City's sole negligence or willful acts or omissions. C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement for a period of four years and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to City. 4. Insurance. A. Without limiting Consultant's indemnification of Indemnitees pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below: (i) Commercial General Liability Insurance using Insurance Services Office Commercial General Liability form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be'no less than Consulting Services Agreement 2 $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. (ii) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than 1,000,000 per accident, combined single limit. If consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described in the preceding subsection. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. (iii) Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. (iv) Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability. C. All insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California with a Best's rating of no less than A:VII. D. All insurance policies shall provide that the insurance coverage shall not be non - renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to City via certified mail, return receipt requested, addressed to "Risk Manager," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Consultant shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less that one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement ". Consulting Services Agreement 3 F. The Consultant's insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant and the cost of such insurance may be deducted, at the option of City, from payments due Consultant. 5. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be the subject of a copyright application by Consultant. 7. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, director or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive, or promise to give or receive, any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant. Consultant's covenant under this section shall survive the termination of this Agreement for a period of one year. 8. Termination. City may terminate this Agreement with or without cause upon thirty (30) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City's obligation to pay Consultant shall be limited to payment only for the monthly fee applicable to the time before such termination, provided Consultant has Consulting Services Agreement 4 satisfactorily such rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, preserve the product of the services, and turn over to City the product of the services in accordance with written instruction of City. 9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises. 10. Financial Condition. Prior to entering into this Agreement, Consultant has submitted documentation acceptable to the City Manager or his designee, establishing that it is financially solvent, such that it can reasonably be expected to perform the services required by this Agreement. Within thirty (30) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement, Consultant shall submit such financial information as may be appropriate to establish to the satisfaction of the City Manager or his designee that Consultant is in at least as sound a financial position as was the case prior to entering into this Agreement. Financial information submitted to the City Manager or his designee shall be returned to Consultant after review and shall not be retained by City. 11. Non - Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 12. Assignment: Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written Consulting Services Agreement 5 consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a written annual administrative performance evaluation shall be required within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 14. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Consultant is an out -of -state corporation or LLC, it must be qualified or registered to do business in the state of California pursuant to section 2105 and 17451 of California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with is Section. 15. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder. 16. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 17. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on.the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Consulting Services Agreement parties may, from time to time, designate in writing pursuant to the provisions of this section. 19. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 21. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. 22. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendment on behalf of the City will only be valid if signed by the appropriate officer of the City as set forth in subsection 6 -3.1 et seq. of the Lynwood Municipal Code and attested by the City Clerk. 23. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. Consulting Services Agreement AGENDA STAFF REPORT yttF,O¢SS DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Raul Godinez II, P.E., Director of Public Works /City Engineer Lorry Hempe, Public Works Special Projects Manager SUBJECT: Property Assessed Clean Energy - Ygrene and CMFA Recommendation: Staff recommends that the City Council adopt the attached resolutions entitled: 1) YGRENE (SB 555)- "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA CONSENTING TO INCLUSION OF. PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014 -1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO" 2) YGRENE (AB 811) - "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY, PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO" 3) CMFA- "RESOLUTION OF THE CITY OF LYNWOOD APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A JOINT EXERCISE /3 OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY; CONSENTING TO THE INCLUSION OF THE PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY PACE PROGRAM; AUTHORIZING THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENT WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS" Background: The Property Assessed Clean Energy (PACE) financing' program provides property owners in participating cities and counties with an option to finance approved energy- and water - saving improvements on their property. PACE financing is offered by several organizations and the programs are, also referred to as CaliforniaFirst, HERO, mPOWER, Ygrene, and among other names. PACE is a financing mechanism that allows property owners to install energy (solar, etc.) and water efficiency retrofits and renewable energy systems and add the financed amount to the owner's property tax bill to be repaid over a number of years. The loan is secured by the property itself. Property owners who wish to participate in this voluntary program agree to repay the amount borrowed through an additional annual increment collected via their property tax bills. In most cases, when the property is sold, the financed amount transitions to the new owner; however, applicants are advised to consult their lender for confirmation. PACE financing is available for eligible improvements on both residential and nonresidential properties PACE can pay for items such as new heating and cooling systems, lighting improvements, solar panels, water pumps, or insulation for homes, commercial and industrial buildings and even buildings owned by non - profits like churches. The City has been approached by Ygrene and CMFA to consent to the inclusion of Lynwood in their respective PACE program. By adopting the resolutions, Lynwood property owners will have a choice in PACE providers in addition to the Los Angeles County PACE program. Discussion & Analysis: The California legislature has established two separate PACE laws. Assembly Bills 811 (signed into law on July 21, 2008) and 474 (effective January 1, 2010) amended Chapter 29 of Part 3 of Division 7 of the California Streets & Highways Code. Senate Bill 555 (signed into law on October 5, 2011) amended the Mello- Roos Community Facilities Act set forth in sections 53311 through 53368.3 of the California Government Code. Both AB 811 and SB 555 authorize a legislative body to designate an area within which public entities and property owners may enter into voluntary assessments and /or special tax levies to finance the 2 installation of certain renewable energy sources, energy efficiency, and /or water efficiency improvements that are permanently fixed to real property. The financing for these improvements has come to be known as PACE — Property Assessed Clean Energy. Los Angeles County PACE According to the Los Angeles County PACE program, as of July 6, 2010, the City is a participating agency in the Los Angeles County PACE. The City Council adopted Resolution No. 2010.140 consenting to the inclusion of properties in Lynwood in the Los Angeles County Energy Program. The County PACE program uses HERO and CaliforniaFirst as their program administrators. Under the County's PACE program, Lynwood homeowners and commercial property owners can receive funding for projects that are permanently fixed to the property. Homeowners then repay the financed amount annually through an assessment on their property tax bill. Y rene Ygrene Works (Ygrene) offers PACE financing similar to HERO and Cal iforniaFirst. Ygrene has requested for the City to allow them to provide PACE financing program to Lynwood residents and commercial property owners. To do so, Ygrene would need the City's consent to form a voluntary special -use community facilities district under SB 555. Property owners within the district, by executing, program financing agreements, effectively vote to annex their properties into the district, authorize levy of a special tax and approve recordation of a special tax lien. Assembly Bill 811 amended Chapter 29 of the Streets and Highways Code and allows a jurisdiction to form a voluntary contractual assessment district to finance energy- efficiency, water conservation, renewable energy generation and electric vehicle charging infrastructure improvements that are permanently attached to private real property. Property owners voluntarily enter into a program financing agreement that authorizes recording of a Bulk Assessment Lien and Tax Lien on their property to secure project financing. The City, by adopting the recommended resolutions, expands the available PACE providers for Lynwood's property owners, in addition to the Los Angeles County PACE program. The City at a later time can add additional PACE providers. For Ygrene to be an option to Lynwood property owners, Ygrene requires the City to adopt two (2) resolutions: 1) consenting to the inclusion of properties within Lynwood in the California Home Finance Authority Community Facilities District No. 2014 -1 relating to SB 555, and 2) consenting to inclusion of properties within Lynwood in the Community Home Finance Authority Community relating to AB 811. The two resolutions allow Ygrene to take advantage of provisions under SB 555 and AB 811. Also, by adopting the resolutions, the City is approving becoming an associate member of the Joint Exercise of Powers Authority (JPA). Pursuant to the JPA, Section 6(g), debts, liabilities, and obligations of the JPA shall not be debts, liabilities and obligations of the Members and Associate Members. The City by approving the resolutions will be considered as Associate Member, which is a non - voting member. As an Associate Member, the City can withdraw from the JPA upon 30 days receipt of a resolution by the City of such withdrawal. Per Ygrene, the program will not add to or require any additional responsibilities for the City. CMFA Per CMFA, CMFA is a Joint Powers Authority formed to assist local governments, non- profit organizations and businesses by promoting economic, cultural and community development, with the financing of economic development and charitable, activities throughout California. To date, over 200 municipalities, including the City of Los Angeles, have become members of CMFA. As part of its economic and community development, CMFA along with its current Program Administrators, Energy Efficient Equity ( "EY) and PACE Funding, are offering PACE financing similar to Ygrene for residential and commercial property owners in its member territories. The CMFA is expected to issue limited obligation bonds, notes or other forms of indebtedness to fund the projects.. Although CMFA has been around since 2002, their PACE program was operational in 2015. Per CMFA, the benefits to the City include: • The City is not obligated to repay the bonds issued by the CMFA or to pay the assessments levied on the participating properties. The City will not incur any.cost or involvement, and there are no administrative responsibilities, marketing obligations, or financial exposures to the City. • The CMFA and its Program Administrators handle all assessment administration, bond issuance and bond administration functions. The proposed Resolution authorizes CMFA to accept applications from owners of. property within the City for municipal financing of authorized improvements through the CMFA Program. It also authorizes CMFA to conduct assessment proceedings and levy assessments against the property of participating owners within the incorporated territory of the City. Fiscal Impact: There is no budget impact with the recommended actions. It is expected that that a portion of the issuance fee will be granted by CMFA to the general fund of the City. Such grant may be used for any_lawful purpose of the City. 4 Coordinated With: Finance & Administration City Attorney RESOLUTION. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014 -1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the California Home Finance Authority, a California joint powers authority, (the "Authority ") has established the Community Facilities District No. 2014-1 (Clean Energy) in accordance with the Mello -Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California Government Code (the "Act ") and particularly in accordance with sections 53313.5(1) and 53328.1(a) (the "District "); and WHEREAS, the purpose of the District is to finance or refinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly -owned real property (the "Authorized Improvements "); and WHEREAS, the Authority is in the process of amending the Authority Joint Powers Agreement (the "Authority JPA") to formally change its name to the Golden State Finance Authority; and WHEREAS, the City is committed to development of renewable energy generation and energy efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in the Act, the Legislature has authorized a parcel within the territory of the District to annex to the District and be subject to the special tax levy of the District only (i) if the city or county within which the parcel is located has consented, by the adoption of a resolution by the applicable city council or county board of supervisors, to the inclusion of parcels within its boundaries in the District and (ii) with the unanimous written approval of the owner or owners of the parcel when it is annexed (the "Unanimous Approval Agreement "), which, as provided in section 53329.6 of the Act, shall constitute the election required by the California Constitution; and WHEREAS, the City wishes to provide innovative solutions to its property owners to achieve energy efficiency and water conservation and in doing so cooperate with Authority in order to efficiently and economically assist property owners the City in financing such Authorized Improvements; and WHEREAS, the Authority has established the District, as permitted by the Act, and the Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the City, desires to become an Associate Member of the JPA by execution of the JPA Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and, to assist property owners within the incorporated area of the City in financing the cost of installing Authorized Improvements; and WHEREAS, the City will not be responsible for the conduct of any special tax proceedings; the levy and collection of special taxes or any required remedial action in the case of delinquencies in the payment of any special taxes in connection with the District. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. This City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD -No. 2014 -1- (Clean Energy) to finance the installation of the Authorized Improvements. Section 2. This City Council consents to inclusion in the Authority CFD No. 2014 -1 (Clean Energy) of all of the properties in the incorporated area within the City and to the Authorized Improvements, upon the request of and execution of the Unanimous Approval Agreement by the owners of such properties when such properties are annexed, in compliance with the laws, rules and regulations applicable to such program; and to the assumption of jurisdiction thereover by Authority for the purposes thereof. Section 3. The consent of this City Council constitutes assent to the assumption of jurisdiction by Authority for all purposes of the Authority CFD No. 2014 -1 (Clean Energy) and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take each and every step required for or suitable for financing the Authorized Improvements. Section 4. This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by the Mayor of any necessary documents to effectuate such .membership in a form approved by the City Attorney. ` Section 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority CFD No. 2014 -1 (Clean Energy) within the City, and report back periodically to this City Council on the success of such program. Section 6. That this Resolution shall take effect immediately upon its adoption. Section 7. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. 7 PASSED, APPROVED and ADOPTED this 2 "d day of February, 2016. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney Edwin Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Raul Godinez II, P.E. Director of Public Works /City Engineer RESOLUTION. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY, PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the California Home Finance Authority ( "Authority ") is a joint exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Government Code of the State of California (Section 6500 and following) (the "Act ") and the Joint Power Agreement entered into on July 1, 1993, as amended from time to time (the "Authority JPA "); and WHEREAS, the Authority is in the process of amending the Authority JPA to formally change its name to the Golden State Finance Authority; and WHEREAS, Authority has established a property- assessed clean energy ( "PACE ") Program (the "Authority PACE Program ") to provide for the financing of renewable energy generation, energy and water efficiency improvements and electric vehicle charging infrastructure (the "Improvements ") pursuant to Chapter 29 of the Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways Code ( "Chapter 29 ") within counties and cities throughout the State of California that elect to participate in such program; and WHEREAS, the City of Lynwood ( "City ") is committed to development of renewable energy generation and energy and water efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to assist property owners in financing the cost of installing Improvements through a voluntary contractual assessment program; and WHEREAS, installation of such Improvements by property owners within the jurisdictional boundaries of the counties and cities that are participating in the Authority PACE Program would promote the purposes cited above; and , WHEREAS, the City wishes to provide innovative solutions to its property owners to achieve energy and water efficiency, and in doing so cooperate with Authority in order to efficiently and economically assist property owners within the City in financing such Improvements; and WHEREAS, Authority has established the Authority PACE Program, which is such a voluntary contractual assessment program, as permitted by the Act, the Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the City, desires to become an Associate Member of the JPA by execution of Z the JPA Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and to assist property owners within the jurisdiction of the City in financing the cost of installing Improvements; and WHEREAS, the City will not be responsible for the conduct of any assessment proceedings; the levy and collection of assessments or any required remedial action in the case of delinquencies in the payment of any assessments or the issuance, sale or administration of any bonds issued in connection with the Authority PACE Program. NOW, THEREFORE, THE CITY COUNCIL-OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. This City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority PACE Program,to finance the installation of the Improvements. Section 2. This City Council consents to inclusion in the Authority PACE Program of all of the properties in the jurisdictional boundaries of the City -and to the Improvements, upon the request by and voluntary agreement of owners of such properties, in compliance with the laws, rules and regulations applicable to such program; and to the assumption of jurisdiction thereover by Authority for the purposes thereof. Section 3. The consent of this City Council constitutes assent to the assumption of jurisdiction by Authority for all purposes of the Authority PACE Program and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take each and every step required for or suitable for financing the Improvements, including the levying, collecting and enforcement of the contractual assessments to finance the Improvements and the issuance and enforcement of bonds to represent. such contractual assessments. Section 4. This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by the Mayor of any necessary documents to effectuate such membership in a form approved by the City Attorney. Section 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority PACE Program within the City, and report back periodically to this City Council on the success of such program. Section 6. That this Resolution shall take effect immediately upon its adoption. Section 7. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. 10 PASSED, APPROVED and ADOPTED this 2 "d day of February, 2016. ATTEST: Maria Quih6nez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney F Edwin Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Raul Godinez II, P.E. Director of Public Works /City Engineer 11 RESOLUTION. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY; CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CALIFORNIA MUNICIPAL FINANCE AUTHORITYPACE PROGRAM; AUTHORIZING THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Municipal Finance Authority (the "Authority ") is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California (the "Members "), formed pursuant to a Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement ") for the purpose of promoting economic, cultural and community development and in order to exercise any powers common to its Members, including the issuance of bonds, notes or other evidences of indebtedness; and WHEREAS, City of Lynwood (the "City "), has determined that it is in the public interest and for the public benefit that the City become a Member of the Authority in order to facilitate the promotion of economic, cultural and community development activities in the City, including the financing of projects therefor by the Authority; and WHEREAS, there is now before this City Council the form of the Agreement; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council, with the assistance of its staff, have reviewed said document; and WHEREAS, the Authority has established its CMFA PACE Program (the "Program ") to allow the financing or refinancing of renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure and such other improvements, infrastructure or other work as may be authorized by law from time to time (collectively, the "Improvements ") through the levy of contractual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ( "Chapter 29 ") within counties and cities throughout the State of California that consent to the inclusion of properties within their respective territories in the Program and the issuance of bonds from time to time; and 12 WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner or owners of each lot or parcel on which an assessment is levied at the time the assessment is levied; and WHEREAS, the City desires to allow the owners of property ( "Participating Property Owners ") within its territory to participate in the Program and to allow the Authority to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to finance or refinance Improvements; and WHEREAS, the territory within which assessments may be levied for the Program shall include all of the territory within the City's official boundaries; and . WHEREAS, the Authority will conduct all assessment proceedings under Chapter 29 for the Program. and issue any bonds issued in connection with the Program; and WHEREAS, the City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale, administration repayment or guarantee of any bonds issued in connection with the Program. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. This City Council hereby finds and declares that the foregoing recitals are true and correct. Section 2. The Agreement attached hereto as Exhibit B is hereby approved and the Mayor, is hereby authorized and directed to execute said document, in a form approved by the City Attorney, and the City Clerk is hereby authorized and directed to attest thereto. F; Section 3. This City Council hereby finds and declares that properties in the territory of the City will benefit from the availability of the Program within the territory of the City and, pursuant thereto, the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to finance or refinance Improvements. Section 4. In connection with the Program, the City hereby consents to the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on any property within the territory of the City'and the issuance of bonds to finance or refinance Improvements; provided, that (1) The Participating Property Owners, who shall be the legal owners of such property, execute a contract pursuant to Chapter 29 and comply with 13 other applicable provisions of California law in order to accomplish the valid levy of assessments;, and (2) The City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale, administration, repayment or guarantee of any bonds issued in connection with the Program. Section 5. The appropriate officials and staff of the City are hereby authorized and directed to make applications for the Program available to all property owners who wish to finance or refinance Improvements; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The following staff persons, together with any other staff persons chosen by the Mayor or City Manager of the City from time to time, are hereby designated as the contact persons for the Authority in connection with the Program: Director of Public Works or his designee. Section 6. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents as are reasonably required by the Authority to implement the Program. Section 7. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act, because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(4)). Section 8. This Resolution shall take effect immediately upon its adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to the Financial Advisor of the Authority at: California Municipal Finance Authority, 2111 .Palomar Airport Road, Suite 320, Carlsbad, California 92011, Attn: Anthony Stubbs. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016. Edwin Hernandez Mayor ATTEST: Maria Quinonez J. Arnoldo Beltran City Clerk City Manager 14 APPROVED AS TO FORM: APPROVED AS TO CONTENT: David A. Garcia City Attorney Raul Godinez II, P.E. Director of Public Works /City Engineer 15 EXHIBIT A CALIFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated December 10, 2014) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ( "Agreement ") is entered into by and among the counties listed on Attachment 1 hereof and incorporated herein by reference. All such counties are referred to herein as "Members" with the respective powers, privileges and restrictions provided herein. RECITALS A. WHEREAS, the California Rural Home Mortgage Finance Authority ( "CRHMFA ") was created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the Government .Code of the State of California (the "Act "). By Resolution 2003 -02, adopted on January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. The most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004. B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm, clarify and revise certain provisions of the joint powers agreement, including the renaming of the joint powers authority, as set forth herein. C. WHEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitation of real property. D. WHEREAS, by this Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of financing the construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context otherwise requires, the following terms shall for purposes of this Agreement have the meanings specified below: "Ace means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks -Roos Local Bond Pooling Act of 1985, as amended. "Agreement" means this Joint Exercise of Powers Agreement, as the same now exists or as it may from time to time be amended as provided herein. "Associate Member" means a county, city or other public agency which is not a voting member of the Rural County Representatives of California, a California nonprofit corporation ("RCRC-), with legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee" means a committee made up of the nine - member Executive Committee. "Authority' means California Home Finance Authority ( "CHF "), formerly known as CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means the governing board of the Authority as described in Section 7 below. "Bonds" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other obligation within the meaning of the term "Bonds" under the Act. "Delegate" means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority. "Executive Committee" means the nine - member Executive Committee of the Board established pursuant to Section 10 hereof. "Member" means any county which is a member. of RCRC, has executed this Agreement and has become a member of the Authority. "Obligations" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. "Program" or "Project" means any work, improvement, program, project or service undertaken by the Authority. "Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that name in the State of California. "Supervisor" means an elected County Supervisor from an RCRC member county. 2. Purpose The purpose of the Authority is to provide financing for the acquisition, construction, , improvement and rehabilitation of real property in accordance with applicable provisions of law for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides for the joint exercise of powers common to any of its Members and Associate Members as provided herein, or otherwise authorized by the Act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in the manner set forth herein. 3. Principal Place of Business The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95814. 4. Creation of Authority; Addition of Members or Associate Members a. The Authority is hereby created pursuant to the Act. As provided in the Act, the Authority shall be a public entity separate and distinct from the Members or Associate Members. b. The Authority will cause a notice of this Agreement or any amendment hereto to be prepared and filed with the office of the Secretary of State of California in a timely fashion in the manner set forth in Section 6503.3 of the Act. C. A county that is a member of RCRC may petition to become a member of the Authority by submitting to the Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. The Board shall review the petition for membership and shall vote to approve or disapprove the petition. If the petition is approved by a majority of the Board, such county shall immediately become a Member of the Authority. d. An Associate Member may be added to the Authority upon the affirmative approval of its respective governing board and pursuant to action by the Authority Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terms and conditions, and rights, privileges and responsibilities may vary among the Associate Members. Associate Members shall be entitled to participate in one or more programs of the Authority as determined by the Board, but shall not be voting members of the Board. The Executive Director of the Authority shall enforce the terms and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as amended from time to time by the Board. Changes in the terms and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from the date hereof until the earlier of the time when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall have been made, or when the Authority shall no longer own or hold any interest in a public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event shall the exercise of the powers herein granted be terminated until all Bonds so issued and delivered and the interest thereon shall have been paid or provision for such payment shall have been made and any other debt incurred with respect to any other financing program established or administered by the Authority has been repaid in full and is no longer outstanding. ' Powers; Restriction upon Exercise a. To effectuate its purpose, the Authority shall have the power to exercise any and all powers of the Members or of a joint powers authority under the Act and other applicable provisions of law, subject, however, to the conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of the Authority are limited to those of a general law county. b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and regulations for the conduct of its meetings and the activities of the Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have the power' to finance the construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by any of its Members or Associate Members and other local agencies at public or negotiated sale, for the purpose set forth herein and in accordance with the Act. All or any part of such bonds so purchased may be held by the Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Audiority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its property or revenues as security to the extent permitted by resolution of the Board under any applicable provision of law. The Authority may issue Bonds in accordance with the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, tie Authority's internal resources, capital markets and other forms of private capital investment authorized by the Act.. d. The Authority is hereby authorized to do all acts necessary for the exercise of its powers, including, but not limited to: (1) executing contracts, (2) employing agents, consultants and employees, (3) acquiring, constructing or providing for maintenance and operation of any building, work or improvement, (�1) acquiring, holding or disposing of real or personal property wherever located, including property subject to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7) suing and being sued in its own name, and litigating or settling any suits or claims, (8) doing any and all dings necessary or convenient to the exercise of its specific powers and to accomplishing its purpose (9) establishing and /or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and in buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. e. Subject to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, the Authority shall have the power to invest any of its funds as the Board deems advisable, in the same manner and upon the same conditions as local agencies pursuant to Section 53601 of the Government Code of the State of California. f. All property, equipment, supplies, funds and records of the Authority shall be owned by the Authority, except as may be provided otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and obligations of the Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of the Audiority but shall be payable solely from the moneys pledged to the repayment of principal or interest on such Bonds under the terms of the resolution; indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither the Members or Associate Members nor the Authority shall be obligated to pay die principal of or premium, if any, or interest on the Bonds, or other costs incidental dzereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Members or Associate Members or the Authority shall be pledged to the payment of the principal of or premium, if any, or interest on the Bonds, nor shall the Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither the Board nor any officer thereof executing the Bonds or any document related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds. 7. Governing Board a. The Board shall consist of the number of Delegates equal to one representative . from each Member. b. The governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until he or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing body of the Member in the same manner provided in this paragraph b.. C. The governing body of each Member of the Board shall appoint a Supervisor as an alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to participate in the proceedings of the Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of the Board, and any Member's'designation of an alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the governing body of the Member in the same manner provided in this paragraph c.. d. Any person who is not a member of the governing body of a Member and who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at the discretion of the Chair, participate in open meetings he or she attends. e. Each Associate Member may designate a non - voting representative to the Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and otherwise participate in Board Meetings. f. Delegates shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such service pursuant to rules approved by the Board and subject to the availability of funds. .9. The Board shall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of the Authority and to delegate any of its functions to the Executive Committee or one or more Delegates, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in the name and on behalf of the Board or the Authority. h. The Board may establish such committees as it deems necessary for any lawful purpose; such committees are advisory only and may not act or purport to act on behalf of the Board or the Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary,, and adopt each Program. 8. Meetings of the Board a. The Board shall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government Code of the State of California. C. The Secretary of the Authority shall cause minutes of all meetings of the Board to be taken and distributed to each Member as soon as possible after each meeting. d. The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote. C. Meetings may be held at any - location designated in notice properly given for a meeting and may be conducted by telephonic or similar means in any manner otherwise allowed by law. 9. Officers; Duties; Official Bonds a. The Board shall elect a chair and vice chair from among the Delegates at the Board's annual meeting who shall serve a term of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of the Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties in the absence or in the event of the unavailability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve ea officio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of the Authority, the Executive Director is authorized to execute contracts and other obligations of the Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perform other duties specified by the Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of the Authority's business and affairs who shall serve at the pleasure of the Executive Director. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's funds, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the .powers, duties and responsibilities specified in Section 6505.5 of the Act. C. The Legislative Advocate for the Authority shall be the Rural County Representatives of California. d. The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of the Authority, and a bond for such officer in the amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and filed with the Executive Director. Such bond may secure the faithful performance of such officer's duties with respect to another public office if such bond in at least the same amount specifically mentions the office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authorit}�s books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. e. The business of the Authority shall be conducted under the supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint nine (9) members of its Board to serve on an Executive Committee. b. Powers and Limitations The Executive Committee shall act in an advisory capacity and make recommendations to die Authority Board. Duties will include, but not be limited to, review of the quarterly and annual budgets, service as the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of the Board. Quorum A majority of the Executive Committee shall constitute a quorum for transacting business of the Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to die respective Members in such manner as shall be determined by the Board and in accordance with the law. 12. Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to _ carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement shall not be deemed to amend or alter the terms of other agreements among the Members or Associate Members. 13. Conflict of Interest Code The Authority shall by resolution adopt a Conflict of Interest Code as required by law. 14. Contributions and Advances Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any Member, Associate Member or any other public agency to further the purpose of this Agreement. Payment of public funds may be made to defray the cost of any contribution. Any advance may be made subject to repayment, and in that case shall be repaid in the manner agreed upon by the advancing Member, Associate Member or other public agency and the Authority at the time of making the advance. 15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses a. The fiscal year of the Authority shall be the period from January 1 of each year to and including the following December 31, except for any partial fiscal year resulting from a change in accounting based on a different fiscal year previously. b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for the succeeding fiscal year. C. The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles. The books and records of the Authority are public records and shall be open to inspection at all reasonable times by each Member and its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of. the accounts and records of die Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California, and shall conform to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member (and also with the auditor of Sacramento County as die county in which the Authority's office is located) within 12 months after the end of die fiscal year. C. In any year in which the annual budget of the Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the annual audit with an ensuing one -year period, but in no event for a period longer than two fiscal years. 16. Duties of Members or Associate Members; Breach If any Member or Associate Member shall default in performing any covenant contained herein, such default shall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for the performance of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement is entered into for the benefit of the Authority created hereby, and each Member or Associate Member hereby grants to the Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. 17. Indemnification To the full extent permitted by law, the Board may authorize indemnification by the Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Delegate, alternate, officer, consultant, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of die Authority and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement 19. Amendment This Agreement may be amended by the adoption of the amendment by the governing bodies of a majority of the Members. The amendment shall become effective on the first day of the month following the last required member agency approval. An amendment may be initiated by the Board, upon approval by a majority of the Board. Any proposed amendment, including the text of the proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Member's board within 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and /or withdrawn Members without requiring formal amendment of the Agreement by the Authority Board of Directors. 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall automatically terminate. A Member or Associate Member may withdraw from ,this Agreement upon written notice to the Board; provided however, that no such withdrawal shall result in the dissolution of the Authority as long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted by the Member's governing body which authorizes withdrawal is received by the Authority. Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority shall not operate to relieve any terminated or withdrawing Member or Associate Member from Obligations incurred by such terminated or withdrawing Member or Associate Member prior to the time of its termination or withdrawal. 20. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. b. Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed; any action to enforce or interpret its terms shall be brought in Sacramento County, California. C. Integration. This Agreement is the complete and exclusive statement of the agreement among the parties hereto, and it supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement. f. Successors; Assignment This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the Board. g. Severability. Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of-California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 [SIGNATURES ONFOLL0WING PAGES] SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: Dated: By: Name: Title: Attest: By' [Clerk of the Board Supervisors or City Clerk] AFTER EXECUTION, PLEASE SEND TO: Golden State Finance Authority (formerly California Home Finance Authority) 1215 K Street, Suite 1650 Sacramento, CA 95814 82671.00000 \9603861.1 1 I 1_•��I_:_.•��1 II10h,1093 OVOLIJ I.•iI Wei) 1 3) I: ;_ As of December 10, 201 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte County I;1 Dorado County Glenn County Humboldt County Imperial County Inyo County Lake County Lassen County Madera County Mariposa County Mendocino County Merced County Modoc County Mono County Napa County Nevada County Placer County Plumas County San Benito County Shasta County Sierra County Siskiyou County Sutter County Tehama County -Trinity County Tuolumne County Yolo County Yuba County EXHIBIT B JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY THIS AGREEMENT, dated as of January 1, 2004, among the parties executing this Agreement (all such parties, except those which have withdrawn as provided herein, are referred to as the "Members" and those parties initially executing this Agreement are referred to as the "Initial Members "): WITNESSETH WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the California Government Code (in effect as of the date hereof and as the same may from time to time be amended or supplemented, the "Joint Exercise of Powers Act "), two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, each of the Members is a "public agency" as that term is defined in Section 6500 of the Joint Exercise of Powers Act; and WHEREAS, each of the Members is empowered by law to promote economic, cultural and community development, including, without limitation, the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, the increase of the tax base, and the promotion of opportunities for education, cultural improvement and public health, safety and general welfare; and WHEREAS, each of the Members may accomplish the purposes and objectives described in the-preceding preamble by various means, including through making grants, loans or providing other financial assistance to governmental and nonprofit organizations; and WHEREAS, each Member is also empowered by law to acquire and dispose of real property for a public purpose; and WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement and to exercise the additional powers granted to it in the Joint Exercise of Powers Act and any other applicable provisions of the laws of the State of California; and WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is empowered to issue or execute bonds, notes, commercial paper or any other evidences of indebtedness, including leases or installment sale agreements or certificates of participation therein (herein "Bonds "), and to otherwise undertake financing programs under. the Joint Exercise of Powers Actor other applicable provisions of the laws of the State of California to accomplish its public purposes; and WHEREAS, the Members have determined to specifically authorize a public entity authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California; and WHEREAS, it is the desire of the Members to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake the financing and /or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability;or retirement programs or facilitating Members use of existing or new financial instruments and mechanisms; and WHEREAS, it is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members; and WHEREAS, by this Agreement, each Member desires to create and establish the "California Municipal Finance Authority" for the purposes set forth herein and to exercise the powers provided herein; NOW, THEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: Section 1. Purpose. This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act. The purpose of this Agreement is to establish a public entity for the joint exercise of powers common to the Members and for the exercise of additional powers given to a joint powers entity under the Joint Powers Act or any other applicable law, including, but not limited to, the issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other applicable law. Such purpose will be accomplished and said power exercised in the manner hereinafter set forth. Section 2. Term. This Agreement shall become effective in accordance with Section 17 as of the date hereof and shall continue in full force and effect until such time as it is terminated in writing by all the Members; provided, however, that this Agreement shall not terminate or be terminated until all Bonds issued or caused to be issued by the Authority (defined below) shall no longer be outstanding under the terms of the indenture, trust agreement or other instrument pursuant to which such Bonds are issued, or unless a successor to the Authority assumes all of the Authority's debts, liabilities and obligastions. Section 3. Authority. A. CREATION AND POWERS OF AUTHORITY. Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity to be known as the "California Municipal Finance Authority" (the "Authority "), and said Authority shall be a public entity separate and apart from the Members. Its debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members. li C�•' � The Authority shall be administered by the Board of Directors (the "Board," or the "Directors" and each a "Director ") of the California Foundation for Stronger Communities, a nonprofit public benefit corporation organized under the laws of the State of California (the "Foundation "), with each such Director serving in his or her individual capacity as a Director of the Board. The Board shall be the administering agency of this Agreement and, as such, shall be vested with the powers set forth herein, and shall administer this Agreement in accordance with the purposes and functions provided herein. The number of Directors, the appointment of Directors, alternates and successors, their respective terms of office, and all other provisions relating to the qualification and office of the Directors shall be as provided in the Articles and Bylaws of the Foundation, or by resolution of the Board adopted in accordance with the Bylaws of the Foundation. All references in this Agreement to any Director shall be deemed to refer to and include the applicable alternate Director, if any, when so acting in place of a regularly appointed Director. Directors may receive reasonable compensation for serving as such, and shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Director, if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. The Foundation may be removed as administering agent hereunder and replaced at any time by amendment of this Agreement approved as provided in Section 16; provided that a successor administering agent of this Agreement has been appointed and accepted its duties and responsibilities under this Agreement. C. OFFICERS; DUTIES; OFFICIAL BONDS. The officers of the Authority shall be the Chair, Vice - Chair, Secretary and Treasurer (defined below). The Board, in its capacity as administering agent of this Agreement, shall elect a Chair, a Vice - Chair, and a Secretary of the Authority from among Directors to serve until such officer is re- elected or a successor to such office is elected by the Board. The Board shall appoint one or more of its officers or employees to serve as treasurer, auditor, and controller of the Authority (the "Treasurer ") pursuant to Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re- elected or a successor to such office is elected by the Board. Subject to the applicable provisions of any resolution, indenture, trust agreement or other instrument or proceeding authorizing or securing Bonds (each such resolution, indenture, trust agreement, instrument and proceeding being herein referred to as an "Indenture ") providing for a trustee or other fiscal agent, and except as may otherwise be specified by resolution of the Board, the Treasurer is designated as the depositary of the i1\ Authority to have custody of all money of the Authority, from whatever source derived and shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and 6509.5 of the Joint Exercise of Powers Act. The Treasurer of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond with the Secretary of the Authority in the amount specified by resolution of the Board but in no event less than $1,000. The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. The Board shall have the power, by resolution, to the extent permitted by the Joint Exercise of Power Act or any other applicable law, to delegate any of its functions to one or more of the Directors or officers, employees or agents of the Authority and to cause any of said Directors; officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or the Authority. D. MEETINGS OF THE BOARD. (1) Ralph M. Brown Act. All meetings of the Board, including, without limitation, regular, adjourned regular, special, and adjourned special meetings shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code of the State of California), or any successor legislation hereinafter enacted (the "Brown Act'). (2) Regular Meetings. The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting each year. The date, hour and place of the holding of the regular meetings shall be fixed by resolution of the Board. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. (3) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. (4) Minutes. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director. (5) Quorum. A majority of the Board shall constitute a quorum for the transaction of business. No action may be taken by the Board except upon the affirmative vote of a majority of the Directors constituting a quorum, except that less than a quorum may adjourn a meeting to another time and place. E. RULES AND REGULATIONS. The Authority may adopt, from time to time, by resolution of the Board such rules and regulations for the conduct of its meetings and affairs as may be required. Section 4. Powers. The Authority shall have the power, in its own name, to exercise the common powers of the Members and to exercise all additional powers given to a joint powers entity under any of the laws of the State of California, including, but not limited to, the Joint Exercise of Powers Act, for any purpose authorized under this Agreement. Such powers shall include the common powers specified in this Agreement and may be exercised in the manner and according to the method provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the exercise of such power, including, but not limited to, any of all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for maintenance and operation of, or maintain and operate, any buildings, works or improvements; to acquire, hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services, and other forms of assistance from person, firms, corporations and any governmental entity; to sue and be sued in its own name; to make grants, loans or provide other financial assistance to governmental and nonprofit organizations (e.g., the Members or the Foundation) to accomplish any of its purposes; and generally to do any and all things necessary or convenient to accomplish its purposes. Without limiting the generality of the foregoing, the Authority may issue or cause to be issued Bonds, and pledge any property or revenues as security to the extent permitted under the Joint Exercise of Powers Act, or any other applicable provision of law; provided, however, the Authority shall not issue Bonds with respect to any project located in the jurisdiction of one or more Members unless the governing body of any such Member, or its duly authorized representative, shall approve, conditionally or unconditionally, the project, including the issuance of Bonds therefor. Such approval may be evidenced by resolution, certificate, order, report or such other means of written approval of such project as may be selected by the Member (or its authorized representative) whose approval is required. No such approval shall be required in connection with Bonds that refund Bonds previously• issued by the Authority and approved by the governing board of a Member. The manner in which the Authority shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which a California general law city could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement or not. Section 5. Fiscal Year. For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as established from time to time by resolution of the Board, being, at the date of this Agreement, the period from July 1 to and including the following June 30, except for the first Fiscal Year which shall be the period from the date of this Agreement to June 30, 2004. Section 6. Disposition of Assets. At the end of the term hereof or upon the earlier. termination of this Agreement asset forth in Section 2, after payment of all expenses and liabilities of the Authority, all property of the Authority both real and personal shall automatically vest in the Members in the manner and amount determined by the Board in its sole discretion and shall thereafter remain the sole property of the Members; provided, however, that any surplus money on hand shall be returned in proportion to the contributions made by the Members. Section 7. Bonds. From time to time the Authority shall issue Bonds, in one or more series, for the purpose of exercising its powers and raising the funds necessary to carry out its purposes under this Agreement. The services of bond counsel, financing consultants and other consultants and advisors working on the projects and/or their financing shall be used by the Authority. The expenses of the Board shall be paid from the proceeds of the Bonds or any other unencumbered funds of the Authority available for such purpose. Section 8. Bonds Only Limited and Special Obligations of Authority. The Bonds, together with the interest and premium, if any, thereon, shall not be deemed to constitute a debt of any Member or pledge of the faith and credit of the Members or the Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the Bonds except from revenues and other funds pledged therefor. Neither the Members nor the Authority shall be obligated to pay the principal of, premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Members nor the faith and credit of theAuthority shall be pledged to the payment of the principal of, premium, if any, or interest on the Bonds nor shall the Members or the Authority in any manner be obligated to make any appropriation for such payment. No covenant or agreement contained in any Bond or related document shall be deemed to be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in his or her individual capacity and neither the Board of the Authority nor any Director or officer thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds. Section 9. Accounts and Reports. .All funds of the Authority shall be strictly accounted for. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice and by any provision of any Indenture (to the extent such duties are not assigned to a trustee of Bonds). The books and records of the Authority shall be open to inspection at all reasonable times by each Member. The Treasurer of the Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority by a certified public accountant or public accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers Act. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an .audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member and also with the county auditor of each county in which a Member is located; provided, however, that to the extent permitted by law, the Authority may, instead of filing such report with each Member and such county auditor, elect to post such report as a public record electronically on a website designated by the Authority. Such report if made shall be filed within 12 months of the end of the Fiscal Year or Years under examination. The Treasurer is hereby directed to report in writing on the first day of July, October, January, and April of each year to the Board and the Members which report shall describe the amount of money held by the Treasurer for the Authority, the amount of receipts since the last such report, and the amount paid out since the last such report (which may exclude amounts held by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provided regular reports covering such amounts.) Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose. In any Fiscal Year the Board may, by resolution adopted by unanimous vote, replace the annual special audit with an audit covering a two -year period. Section 10. Funds. Subject to the applicable provisions of any Indenture, which may provide for a trustee or other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to the accounting procedures developed under Sections 3.0 and 9, and shall make the disbursements required by this Agreement or otherwise necessary to carry out any of the provisions of purposes of this Agreement. Section 11. Notices. Notices and other communications hereunder to the Members shall be sufficient if delivered to the clerk of the governing body of each Member; provided, however, that to the extent permitted by law, the Authority may, provide notices and other communications and postings electronically (including, without limitation, through email or by posting to a website). Section 12. Additional Members/Withdrawal of Members. Qualifying public agencies may be added as parties to this Agreement and become Members upon: (1) the filing by such public agency with the Authority of an executed counterpart of this Agreement, together with a copy of the resolution of the governing body of such public agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a resolution of the Board approving the addition of such public agency as a Member. Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing. A Member may withdraw from this Agreement upon written notice to the Board; provided, however, that no such withdrawal shall result in the dissolution of the Authority so long as any Bonds remain outstanding.. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board which shall acknowledge receipt of such notice of withdrawal in writing and shall file such notice as an amendment to this Agreement effective upon such filing. Section 13. Indemnification. To the full extent permitted by law, the Board may authorize indemnification by the Authority of any person who is or was a Director or an officer, employee of other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Director or an officer, employee or other agent of the Authority, against expenses, including attorneys fees, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in A like position would use under similar circumstances. Section 14. Contributions and Advances. Contributions or advances of public funds and of the use of personnel, equipment or property may be made to the Authority by the Members for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution or advance. Any such advance may be made subject to repayment, and in such case shall be repaid, in the manner agreed upon by the Authority and the Member making such advance at the time of such advance. It is mutually understood and agreed to that no Member has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though any Member may do so. The Members understand and agree that a portion of the funds of the Authority that otherwise may be allocated or distributed to the Members may instead be used to make grants, loans or provide other financial assistance to governmental units and nonprofit organizations (e.g., the Foundation) to accomplish any of the governmental unit's or nonprofit organization's purposes. Section 15. Immunities. All of the privileges and immunities from liabilities, exemptions from laws, ordinances and rules, and other benefits which apply to the activity of officers, agents or employees of Members when performing their respective functions within the territorial limits of their respective public agencies, shall apply to the same degree and extent to the Directors, officers, employees, agents or other representatives of the Authority while engaged in the performance of any of their functions or duties under the provisions of this Agreement. Section 16. Amendments. Except as provided in Section 12 above, this Agreement shall not be amended, modified, or altered, unless the negative consent of each of the Members is obtained. To obtain the negative consent of each of the Members, the following negative consent procedure shall be followed: (a) the Authority shall provide each Member with a notice at least sixty (60) days prior to the date such proposed amendment is to become effective explaining the nature of such proposed amendment and this negative consent procedure; (b) the Authority shall provide each Member who did not respond a reminder notice with a notice at least thirty (30) days prior to the date such proposed amendment is to become effective; and (c) if no Member objects to the proposed amendment in writing within sixty (60) days after the initial notice, the proposed amendment shall become effective with respect to all Members. Section 17. Effectiveness. This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of each of the Members on the date that the Board shall have received from two of the Initial Members an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of each such Initial Member approving this Agreement and the execution and delivery hereof. Section 18. Partial Invalidity. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. Section 19. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the other Members. Section 20. Miscellaneous. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. , Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. This Agreement shall be governed under the laws of the State of California. .This Agreement is the complete and exclusive statement of the agreement among the Members, which supercedes and merges all prior proposals, understandings; and other agreements, whether oral, written, or implied in conduct, between and among the Members relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the City of Lynwood has caused this Agreement to be executed and attested by its duly authorized representatives as of the day of 2016. ATTEST: Clerk Member: CITY OF LYNWOOD By _ Name: Title: by # LY� , AGENDA STAFF REPORT 4 DATE: February, 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Bruno Naulls, Project Manag r SUBJECT: Amendment to Transit Area Strategic Plan Recommendation: Staff respectfully requests that after review and consideration, the City approve and adopt the following resolution entitled: " A RESOLUTION OF THE CITY OF LYNWOOD CITY COUNCIL AUTHORIZING THE FIRST AMENDMENT TO THE AGREEMENT BETWEN MICAHEL R. KODAMA PLANNING CONSULTANTS FOR THE DEVELOPMENT OF THE LYNWOOD TRANSIT AREA STRATEGIC PLAN, AND SUBSEQUENT FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND LA COUNTY METROPOLITAN AUTHORITY (LACTMA) FOR THE TRANSIT ORIENTED DEVELOPMENT (TOD) PLANNING GRANT." Background: The City of Lynwood (City) applied to the Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro) for a 2012 -2013 Round 3 Transit Oriented Development (TOD) Planning Grant. The successful application resulted in the City receiving an award of $800,000 to prepare, and adopt the "Lynwood Transit Area Strategic Plan ". The Lynwood Transit Area Strategic Plan (TASP) is a document to provide policy direction and guidance on how the Long Beach Transit Oriented District area of Lynwood will develop into a new transit oriented district with a mix of residential, commercial, industrial, public, and open space uses. The Strategic Plan will not only provide the general vision and broad policy concepts to guide development for new residential and mixed -use development, but also provide the details on the type, site location, and intensity of uses, define the capacity and design of needed public improvements and infrastructure, and determine the resources necessary to finance and implement the public improvements and infrastructure needed to support the vision for the new transit oriented district. AGENDA ITEhA I;k On December 16, 2014 MK Planners (consultant) was assigned the contract awarded to TranSystems for the preparation of the Transit Area Strategic plan pursuant to resolution 2014.228. Over the past year, the consultant has worked diligently meeting with community stakeholders and compiling data in preparation of the TASP. They have conducted 3 community workshops held 6 Steering Committee meetings and are now beginning the due diligence process for the Environmental Impact Report (EIR) portion of the TASP. The first required scoping meeting was held January 12, 2016. Discussion & Analysis: The development of the TASP has garnered input from the community stakeholders, staff and our elected officials. By way of outreach and communicating with the stakeholders of Lynwood, It has been determined, given the recent resolution of the sale and continued operation of the St. Francis Medical Center that the Target Plan Area should be expanded east along Imperial Highway to Martin Luther King Jr. Boulevard to reach St. Francis Medical Center. The medical campus is one of the most visited locations in the City and the inclusion of this area will assist the City in better understanding the transit needs and mobility challenges we face and how they impact our transit station(s), while providing an avenue for a strategic methodology to address these issues within the Plan. This expansion also matches recent Metro policies and objectives related to First/Last Mile connectivity, mode share shifts, Mobility Hubs, and Active Transportation Programs. The proposed expansion area map is attached. The amendment will also provide consultant with needed funding to conduct more substantial work on the parking, freeway redesign /infrastructure work, as well as to include specific development criteria based on proposals from principal property owners in the plan area (which relates to the Strategy component). In order to meet these objectives, the consultants must conduct additional outreach and stakeholder meetings beyond the approved scope, which can be added without exceeding funding provided by the Metro TOD Grant (Grant). The Grant awarded the City is in the amount of $800,000. The current Agreement with the consultant has a not to exceed amount of $698,252. The proposed amendment will add the following tasks to the existing schedule: • Expand project area boundary east along Imperial Hwy from California St. to Martin Luther King Jr. Blvd. The Additional study area will impact all tasks under: • Task 2: Land Use Research and Fieldwork; • Tasks 4.2 Infrastructure Analysis and 4.3 Evaluate Existing Parking conditions, • Task 5: Develop Policy Recommendations; o Task 6: Transit Oriented Development Plan Preparation; and, • Task 7: Community Plan Adoption. • Task 3.2: Prepare for and provide an additional 6 Project Steering Committee meetings. • Task 3.5: Prepare for and provide up to 5 additional Community Workshops or Presentations to Organizations or groups requested by the City of Lynwood. • Task 5.3: Expand Parking Management Strategies and Recommendations to include analysis of Parking Authority management and implementation plan for project area, including assessments, security, and parking facility management and operation. • Task 5.4: Expand TOD Opportunity Sites analysis to develop business case analyses for two catalytic development sites including re -use potential of existing Caltrans owned park and ride lots, prepare a conceptual design recommendation for existing Transit Center physical improvements; and a site along Imperial Hwy at Imperial and MLK, Jr. Blvd. The estimated cost to provide the additional services and incorporate the expanded study area is $100,000 (attached). The cost related to the amendment of the agreement will not exceed the TOD grant awarded amount. The agreement between the City and Metro must be amended to reflect the revised scope and expanded project area. Upon Council's approval the expanded project area and amended scope of work will be submitted to Metro for approval and incorporation into the agreement between the City and Metro. The amendment to the agreement with Metro will be a change in scope /tasks only. The amount of the grant awarded stays the same. Metro has offered an administrative extension of the timeline to utilize the Grant funds for an additional six (6) months to ensure all necessary meetings and compliance with the California Environmental Quality Act (CEQA) is completed prior to the June expiration date. The extension of time request was submitted administratively by email pursuant to direction by Metro. The extension of time to expend the TOD Grant funds does not impact the Consultant's timeline to complete the project. If additional time is needed to complete the Project, a subsequent item will be brought to Council for consideration. Fiscal Impact: This item will have no effect on the General fund. If the proposed amendment is approved, the Consultant's contract will increase by $100,000 from $698,252 to $798,252. The said contract is funded by a Metro TOD Planning grant awarded to the City in the amount of $800,000, to be used for said planning services. Coordinated With: Finance City Manager Office Development Compliance and Enforcement Services Public Works Department City Attorney Attachments: Resolution Amendment to Agreement Proposed scope amendments & expansion map Project Development timeline and Deliverables Original Agreement & Scope Assignment Agreement RESOLUTION NO. A RESOLUTION OF THE CITY OF LYNWOOD CITY COUNCIL AUTHORIZING THE FIRST AMENDMENT TO THE AGREEMENT BETWEN MICHAEL R. KODAMA PLANNING CONSULTANTS FOR THE DEVELOPMENT OF THE LYNWOOD TRANSIT AREA STRATEGIC PLAN, AND SUBSEQUENT FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND LA COUNTY METROPOLITAN AUTHORITY (LACTMA OR METRO) FOR THE TRANSIT ORIENTED DEVELOPMENT (TOD) PLANNING GRANT WHEREAS, the City wishes to produce a regulatory document entitled the "Lynwood Transit Area Strategic Plan" that supports transit oriented development by creating a Specific Plan including environmental clearance for the Metro Green Line -Long Beach Station Transit Oriented District that will amend the existing Long Beach Boulevard Specific Plan; and WHEREAS, the City applied for and was awarded a Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro) 2012 -2013 Round 3 Transit Oriented Development (TOD) Planning Grant in the amount of $800,000 to prepare, and adopt the "Lynwood Transit Area Strategic Plan "; and WHEREAS, after careful consideration and a formal competitive bid process, the City desires to utilize the services of TranSystems as an independent contractor to prepare the Lynwood Transit Area Strategic Plan in an amount not to exceed $698,252; and WHEREAS, on December 16, 2014 Michael R. Kodama Planning Consultants (Consultant) was assigned the contract awarded to TranSystems for the preparation of the Transit Area Strategic plan pursuant to resolution 2014.228; and WHEREAS, over the past year, the consultant has worked diligently meeting with community stakeholders, staff, elected officials, and conducting field research compiling data in preparation of the TASP; and WHEREAS, by way of outreach and communication with the stakeholders of Lynwood, It has been determined that the Target Plan Area should be expanded east along Imperial Highway to Martin Luther King Jr. Boulevard to reach St. Francis Medical Center; and WHEREAS, the amendment will also provide consultant with needed funding to conduct more substantial work on the parking, freeway redesign /infrastructure work, as well as to include specific development criteria based on proposals from principal property owners in the plan area which relates to the Strategy component; and WHEREAS, in order to meet these objectives, the consultants must conduct additional outreach and stakeholder meetings beyond the approved scope; and WHEREAS, these additional services can be added to existing tasks without exceeding funding provided by the Metro TOD Grant (Grant); and WHEREAS, pending approval by Metro, amendments to Consultants scope and tasks will be incorporated into the Scope of Work and Project Schedule and Budget indicated in the Agreement between the City and Metro more specifically in Schedules A and B of said Agreement; and WHEREAS, the City Council finds that an amendment to the Contract with MK Planners for the development of the Transit Area Strategic Plan is necessary to fulfill its objectives and maximize the benefit of creating said Strategic Plan. WHEREAS, the City Council acknowledges authorization of amendments are provided conditionally, pending the approval of said amendments by Metro. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City hereby authorizes the first amendment to Michael R. Kodama Planning Consultants Agreement with the City for the preparation of the Lynwood Transit Area Strategic Plan, to include task identified on the attached Exhibit 'Al', which will be incorporated into Consultants existing Scope of Work, and the "Project Schedule and Budget" (Schedule A) and "Scope of Work" (Schedule B) of Metro's Agreement with the City, pending Metro's approval of said amendment. Section 2. Pending approval by Metro of said amendments, the City authorizes the increase of budget of said Agreement in an amount of $100,000 as described in Exhibit 'A1' to cover the amendment in scope, tasks, and assignments to maximize the benefit and better address the expanded and existing tasks related to the preparation of the Transit Area Strategic Plan. Section 3. The City authorizes staff to work continue to work with Metro to complete the amendment of the Agreement as it pertains to said amendments by and between Consultant and City as provided herein. Section 4. The City Council hereby authorizes the Mayor or his designee appropriate to the Project, to take all necessary steps, including the execution of agreements and other related documents, subject to approval of Form of such agreements by the City Attorney, to undertake the implementation of grant/project related functions as described in subject Agreement. Section 5. This resolution shall become effective immediately upon its 2 adoption. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney Edwin Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Bruno Naulls Project Manager FIRST AMENDMENT TO THE AGREEMENT BY AND BETWEEN THE CITY OF LYNWOOD AND MICHAEL R. KODAMA PLANNING CONSULTANTS This FIRST AMENDMENT TO PROFESSIONAL CONSULTING SERVICES AGREEMENT ( "First Amendment ") is made as of February , 2016 by and between the City of Lynwood, a public body, corporate and politic ( "City ") and Michael R. Kodama Planning Consultants, ( "Consultant "). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, the City wishes to produce a regulatory document entitled the "Lynwood Transit Area Strategic Plan" that supports transit oriented development by creating a Specific Plan including environmental clearance for the Metro Green Line - Long Beach Station Transit Oriented District that will amend the existing Long Beach Boulevard Specific Plan; and WHEREAS, the City applied for and was awarded a Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro) 2012 -2013 Round 3 Transit Oriented Development (TOD) Planning Grant in the amount of $800,000 to prepare, and adopt the "LTASP; and WHEREAS, after careful consideration and a formal competitive bid process, the City desires to utilize the services of TranSystems as an independent contractor to prepare the LTASP in an amount not to exceed $698,252; and WHEREAS, on July 30, 2014, TranSystems, Inc. executed an agreement with the City for the purposes of producing the "LTASP," effective until November 30, 2015; and WHEREAS, on January 2, 2015, Consultant executed an Assignment of Contract to accept the terms of the July 30, 2014 Agreement with TranSystems Inc., for the purpose of producing a regulatory document entitled, the "Lynwood Transit Area Strategic Plan" that supports transit oriented development in the City of Lynwood; and WHEREAS, on December 16, 2014, the City authorized the transfer of its Agreement with TranSystems, Inc. to Michael R. Kodama Planning Consultants, to produce the LTASP pursuant to resolution 2014.228; and WHEREAS, over the past year, the consultant has worked diligently meeting with community stakeholders, staff, elected officials, and conducting field research compiling data in preparation of the LTASP; and WHEREAS, by way of outreach and communication with the stakeholders of Lynwood, It has been determined by both parties that the Target Plan Area should be expanded east along Imperial Highway to Martin Luther King Jr. Boulevard to reach St. Francis Medical Center; and WHEREAS, this amendment will also provide consultant with needed funding to conduct more substantial work on the parking, freeway redesign/infrastructure work, as well as to include specific development criteria based on proposals from principal property owners in the plan area which relates to the Strategy component; and WHEREAS, in order to meet these objectives, the consultants must conduct additional outreach and stakeholder meetings beyond the approved scope; and WHEREAS, these additional services can be added to existing tasks without exceeding funding provided by the Metro TOD Grant (Grant); and WHEREAS, pending approval by Metro, amendments to the scope and tasks will be incorporated into the Scope of Work and Project Schedule and Budget indicated in the Agreement between the City and Metro more specifically in Schedules A and B of said Agreement; and WHEREAS, City desires to continue to utilize the services of Consultant as an independent contractor to provide consulting services to City; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. WHEREAS, the Parties agree that an amendment to the Contract for the development of the Transit Area Strategic Plan is necessary to fulfill the City's objectives and maximize the benefit of creating said Strategic Plan; and WHEREAS, the Consultant acknowledges the authorization of this amendment is provided conditionally, pending the approval of proposed amendment by Metro in whole or in part, and no billable work will be conducted beyond the Scope and value of original Agreement until approved by Metro. NOW, THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows: 1. Consulting Services. Section 1.A(1) will be added to the Agreement and read as follows: "A(1). Scope of Services. The nature and scope of the specific services to be performed by Consultant are amended as described in the attached Exhibit Al." 2. Compensation. Section 3.A(1) will be added to the Agreement and read as follows: "A(1). City agrees to amend compensation to Consultant for services under this Amended Agreement in compliance with the schedule set forth in Exhibit Al. " 2 Section 3.13 will be amended in its entirety to read as follows: "B. Total payment to Consultant pursuant to this Amended Agreement shall be a not -to- exceed amount of SEVEN HUNDRED NINETY EIGHT THOUSAND TWO HUNDRED AND FIFTY TWO DOLLARS ($798,252), which is inclusive of the original contract amount ($698,252) and added portion to cover this amendment ($100,000) and shall be payable in installments based on a schedule agreed upon by both parties and on a time and performance basis. In the event that this Agreement continues beyond the Termination Date as specified in Section 2, the total additional payment to Consultant in the event no new agreement is signed shall not exceed the sum of the balance of this Agreement, if any, for each month of extension or the appropriate prorated amounts if less than a full month of additional services is involved at any time. It is the Consultant's sole duty to manage the costs associated with this Agreement and to ensure costs of services rendered as set forth in Exhibit `A' and `A1' do not exceed the agreed amount. Extension of this Agreement will be strictly to fulfill Consultant's obligation to complete all tasks associated with the development of the Lynwood Transit Area Strategic Plan. B(1) The amendment amount of $100,000 as described in Exhibit `Al' is authorized subject to Metro's approval of amended Scope, Schedule and proposed expansion area to the LTASP's Target Plan Area. If the Amendment is not accepted by Metro in a form which all aspects are included, the amendment to this Agreement shall be voided and have no effect." 3. Full Force and Effect. The Parties further agree that, except as specifically provided in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth herein. ATTEST: Maria Quinonez, City Clerk L-In CITY: CITY OF LYNWOOD Edwin Hernandez, Mayor 3 APPROVED AS TO FORM: TAFOXA & GARCIA LLP David Garcia City Attorney CONTRACTOR: MICHAEL R. KODAMA PLANNING CONSULTANTS Michael R. Kodama Exhibit Al Proposed Amendments to Lynwood Transit Area Strategic Plan (LTASP) Scope of Work Task 1.1: Expand project area boundary east along Imperial Hwy from California St. (existing) to Martin Luther King Jr. Blvd. (proposed). The additional study area will impact all tasks under Task 2: Land Use Research and Fieldwork; Tasks 4.2 Infrastructure Analysis and 4.3 Evaluate Existing Parking conditions, Task 5: Develop Policy Recommendations; Task 6: Transit Oriented Development Plan Preparation; and, Task 7: Community Plan Adoption. Estimated Cost: $45,000 Task 3.2: Prepare for and provide an additional 6 Project Steering Committee meetings Task 3.5: Prepare for and provide up to 5 additional Community Workshops or Presentations to Organizations or groups requested by the City of Lynwood. Estimated Cost: $20,000 Task 5.3: Expand Parking Management Strategies and Recommendations to include analysis of Parking Authority management and implementation plan for project area, including assessments, security, and parking facility management and operation. Estimated Cost: $20,000 Task 5.4: Expand TOD Opportunity Sites analysis to develop business case analyses for two catalytic development sites including re -use potential of existing Caltrans owned park and ride lots, prepare a conceptual design recommendation for existing Transit Center physical improvements; and a site along Imperial Hwy at Imperial and MLK, Jr. Blvd. Estimated Cost: $15,000 Total for Amended value; $100,000 a'� '� V ■ � � we iY/ � � ifljl -atogi .A^• _ .'`. a / -� F7� - _. • .p'7.. .. �s`ct�. Bs r^>1Vd --�' l i s . ; 4C7 , oqm Mir- 7 ` i ! w. w. ., ' Lynwo ood od Lynw ,, $�erltwpp�� yv Ir i ,�. ,y/c. . z { ET �..r T �' .rt,. � I tAC • �. 'gq } _.�. t �r .•,,.,�� ,� .t� Z, y td n .S 1_ I r , 't � bUrfi r��ve 'Ai wc WOO A Mul14,d_q + ' J1101 Will am if .� �. �� c r '1 '•w 41055 � - �`� I. ,� �" a � , "Trflri „�"J � - � „ �YC �• �''�', � /fig t l cn 8uIler;4ve ✓} ' w4 " s e r i U"m t � � � ..mss:: _ -, •�� �x l '� ,,<.,�'� p�Xon St�;y ,'' -! � l �„ : �.�,� � , ,; ±`` `.'©ii' � ,�€ , � �• , R �1�: �1� _, �. Dim - tai W A` �o� % IW m AM 1. - �..n4.,hAf�QV`fi -,_ ,�'�:� '. t -.. �� •. �'' �i' � � "rl ' ��.. � a +aa�.taQ ���� V�..l�a Lynwood Transit Area Strategic Plan Project Development Timeline and Principal Deliverables Number M Mill ®IIUt• ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■■ . . •... .. ®IIC� • .�.�� IM E! . ® Reconnalbance AnalySiS EXIsting Conditions and Site Analysis RAW/BAE/TeamIlauuu, ..��.���...�. Initial Communications with project stAcholders Mann.—dc— Findine, I., TOO In ealming plan, ®Design, . . .. ... III ■ ■���� ■ ■ ■ ■ ■ ■ ■ ■ ■ ■■ ,.....' .:.... . oftiml—tandirs between Lynwood and Men.. Lgeadlin,d C,ft—, 1� .. 11MMM ==C]OL- 7.�.�...�.... . ®II��L�OCI�L�O®u Interchange confilluration . Inf-truebwe Analysis: Assess Roadway/Pedfiestrian Environment ■ ■ ■ ■ ■ ■� •••• Eyal.to a.Ming parking conditions Analysis with Gty/St.kch.lclers; Community W.fth.p #2 ® Highyvay/Roadway, Improvements Recommendations Wreorandum of Woonsed • develement = ®n...00000�.�.�...... .. nnInt Itec.—Id.tIons �101) Opportunity Sites Mcreranchrm on Transit station improvements and Joint Development Options ® Vehicle, bicycle and • . estrian 0—I.them Recommendations . .. ...... M�MMMMMMM'selccticn or Preferred Development Approach Publication of Draft FI-1 Guldi Project Maps and Plan Teat Recommended •. • ° iii ■ ■■ ■ ■ ■ ■ ®0 ©1_.1 ■���� ASSISI City In Plan Adoption Community Plan Adoption ® ®�n���l�l����■.�.E���■1�. Public Public Prepare �11.���..�■�.�.�.c�ru�. Certification of Final EIR Notice of Determination INODI /Final EIR CONSULTING SERVICES AGREEMENT This agreement ( "Agreement") is made as of May 1, 2014 by and between the City of Lynwood, a municipal corporation ( "City ") and TranSystems, Inc., a California Corporation, ( "Consultant "). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide consulting services to City as set forth in the attached Exhibit A; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Consultant's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A. B. Time of Performance. Consultant shall complete the specific services according to the schedule of performance which is also set forth in Exhibit A 2. Term of Agreement. This Agreement shall commence on May 1, 2014 (the "Commencement Date ") and shall terminate on November 30, 2015 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. On or before ninety (90) days prior to the Termination Date, Consultant and City shall meet to discuss this Agreement and its possible extension and or modification if needed. In the event the Parties do not enter into a new agreement prior to the Termination Date, this Agreement shall continue on a month -to- month basis under the same terms for a period not to exceed three months following the Termination Date. If the Parties do not amend this existing, or execute a new agreement by the end of the three -month period following the Termination Date, this Agreement shall terminate at the end of such three -month period. 3. Compensation. A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. Each invoice shall include a breakdown of all monthly services performed together with the hours spent on each service. B. Total payment to Consultant pursuant to this Agreement shall be a not -to- exceed Consulting Services Agreement 101344701 v.l amount of SIX HUNDRED NINETY EIGHT THOUSAND TWO HUNDRED AND FIFTY TWO DOLLARS ($695,252), which shall be payable in installments based on the schedule agreed upon by both parties on a time and performance basis as set forth in Exhibit A. In the event that this Agreement continues beyond the Termination Date as specified in Section 2, the total additional payment to Consultant in the event no new agreement is signed shall not exceed the sum of the balance of this Agreement, if any, for each month of extension or the appropriate prorated amounts if less than a full month of additional services is involved at any time. It is the Consultant's sole duty to manage the costs associated with this Agreement and, subject to the applicable professional standard of care and reasonable and prudent management practices to reasonably ensure costs of services rendered as set forth in Exhibit `A' do not exceed the agreed amount. Extension of this Agreement will be strictly to fulfill Consultant's obligation to complete all tasks associated with the development of the Lynwood Transit Area Strategic Plan. C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out -of -town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement; Consultant shall be entitled to reimbursement of such expenses as indicated in the fee schedule detail of Exhibit `A'. Consultant shall only be reimbursed for those expenses which: (i) appear on Consultant's monthly invoices; (ii) are accompanied by a copy of the City's written authorization for Consultant to incur such expenses; and (iii) receipts documenting such expenses. 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control. 5. Addresses. City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Ms. Sarah Magana Withers, City Manager Consultant TranSystems 6700 E. Pacific Coast Hwy, Suite 275 Long Beach, CA 90803 Attn: Ayman Salama, Regional Vice President 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A — Project Approach including Scope of Services, Fee Schedule and Time of Performance/Project Schedule (thirty -seven (37) pages) Consulting Services Agreement 101344701 v.l Exhibit B — General Terms and Conditions (seven (7) pages) Exhibit C — Time and Performance Expectations as set forth in Exhibit C SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement 101344701 vs IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. CITY OF LYNWOOD By: /l Aide Castro, Mayor CONSULTANT TranSystems By: A an Siallama, Regional Vice President ATTEST: APPROVED AS TO FORM: : Consulting Services Agreement 4 7 ') Date Date 101344701 v.l C' ---- EXHIBMW- -- Technical Implementation a) PROJECT UNDERSTANDING & MANAGEMENT APPROACH The TranSystems team is committed to providing quality services to the City of Lynwood. The City's goal to create a vibrant, walkable, and mixed use community that has integrated access to multiple sustainable transportation modes depends on land development standards that help translate possibilities into reality. The project proposed by TranSystems is designed to logically develop, implement, and progress the mechanisms needed to foster significant transit oriented development within close proximity to existing regional transit services. Second, the location of this significant transit oriented development will capitalize on the numerous transportation modes and regional connectivity to make the City of Lynwood a leader in the implementation of sustainable land use practices. Third, the proposed activities wry include design upgrades to pedestrian and transportation connectivity elements in the project area that will encourage greater use of transit assets and increase mobility choices by completing the linkage between the Metro Green Line station and local businesses, residents, and culturallciviclentertainment attractions. Finally, the project will encourage density levels and a mix of land uses that support sustainability, objectives of greater access to the transportation system and reductions in vehicle trips. We understand the need for the City to encourage growth in the City of Lynwood that creates a more sustainable future. Our approach would identify the appropriate level of new development in the proposed TOD area, assess the potential to create a high -value new urban district anchored by the transportation systems, and determine the development standards needed to achieve that development potential. We believe the Citys approval of a preferred development scenario should precede creation of specific plan standards so that there is a strong link between development policy and the types of development the City would like to encourage. This process focuses on gaining support from the development community and City stakeholders for the development program by engaging their participation in helping determine the future and in creating the land development standards needed to support the development goals the City has for the TOD area. The project scope has several different parts that all need to be Interwoven together. We will execute the worts following these five simultaneous and interrelated tracks: 1. Market-based analysis of land use potential and timing including creative financing, condemnations, impact of transit connections and 1101; 2. Transportation network connectivity, capacity and infrastructure improvements linking streets, freeways, transit, and passenger rail in the TOD plan area; 3. Strategic decisions about development levels and types of development to be encouraged in the TOD plan area; 4. Programming, right sizing, location and functional design for the TOD development; and 5. The design concepts and cost factors for transportation and related infrastructure that improves and connects or provides reasonable alternatives to existing and future constraints. TranSysterm understands the City's need for high quality services that can help assure that any possible new development Incorporates smart growth principles and efficient transit linkages and connectivity. TranSystems will account for and help overcome existing and future constraints on development potential and circulation /mobility while helping the City achieve community consensus. Our team will) enable the process to move closer to a formal plan adoption. How a project begins oftentimes dictates how it will be completed. Our team includes members who have direct experience in key positions with local jurisdictions in creating solutions where the physical relationship of existing infrastructure in itself constrains the potential to achieve integrated land use and transportation systems. The TranSystems team understands there are at least three dimensions that result in a successfully implemented project: stakeholder consensus, long -term commitment to the project's goals and vision, and a defined project that reduces complexity and uncertainties. The plan produced from this process should be not only a compendium of regulations and standards, but also provide the necessary work required to establish a preferred development plan for the plan area. The plan should provide a nexus between TOD planning and construction and enable the CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 Technical Implementation realization of the actual transit oriented development envisioned for the area. There has to be a nexus between the land development standards and the requirements of the development community to foster the development of TOO projects, whether those are commercial or mixed use developments, that implements specified infrastructure improvements in a systematic way. The successful TOD plan for the City of Lynwood is a plan that capitalizes and builds a partnership with Metro and integrates Joint Development in a practical way to strengthen the City's tax base, increase the economic vitality of the Lynwood Transit Area, and encourages additional housing in close proximity to transit options while knitting the Long Beach Boulevard neighborhoods together again. An area plan that Is informed by the requirements of the entities the City seeks to attract provides a dear path forward. We believe the development standards do not exist in a vacuum, but should be crafted in terms that cant' out the intent of the City and allow the creation of the physical environment the Lynwood envisions. With that kind of plan, the City can adopt the land use tools knowing there is substantial support for the City's objectives and then begin to attract the kinds of development that meets the plan objectives. TranSystems multi - disciplinary team approach WO produce an integrated land useltransportation plan for the City of Lynwood that establishes clear land use standards and measurable outcomes for sustainabdity, economic development, urban amenities and job creation while helping to create a specific place identity for the Lynwood Transit Area. TranSystems team demonstrates our understanding of the City's vision for the TOD plan area, its place as a significant transportation hub in the Los Angeles region, and what it will take to enable the City to carry out the implementation of a growth plan that minimizes growth of new vehicular traffic, encourages use of rail transit for vehicular access throughout the whole of the Transit Oriented District, while resulting in the actual development of available properties and the production of public revenue from that development. In this, we know this is not simply a Panning and analytical exercise, but one that is focused on outlining the steps and practical applications that applied will result in the vision built. Our team has significant past involvement in projects both locally and across the nation that required community consensus. This experience gives us full awareness of the need to work closely with the community and key stakeholders. Our TOD experience has demonstrated time and again the practicality of working with developers, potential tenants, and real estate investors to identify issues and barriers to development and to work out solutions between the development community and the local jurisdiction that result in a win -win for both public and private sectors. Our team has specifically been composed of firms and individuals who have a proven success -filled track record of working agreements that advantage public and private sector interests. This track record of success includes the Rosa Parks Metro Station Master Plan & Transit Oriented District plan formally adopted by the Metro Board of Directors and Los Angeles County Board of Supervisors and which formed the impetus for implementation of Metro's TOD Planning Grant program, the funding source for the City's work under this RFP. The need to connect people to places often requires the ability to develop practical solutions that override traditional hurdles to land use/transportation integration. Our team possesses the resources to develop design solutions that prevent implementation of ill- founded solutions, while improving the connectivity (and the surety travelers need) that resolves these issues. TranSystems will identify impediments to development or contradictions in existing development standards and recommend appropriate changes. This Is facilitated by our team's knowledge of the developer community, real property investment requirements, and related factors that can be taken account of in the development of the TOD plan. Our strategy would help increase the certainty and reduce risk on the part of developers while providing effective and efficient communication to that community regarding the Citys goals and intentions through adoption of the TOD plan. The Strategic Plan also needs to be informed by the need to connect the Lynwood Transit Station Area to the rest of the community. TranSystems will Include a neighborhood level assessment as part of the Urban Design /Streetscape Standards analysis and recommendations. This will serve to unify the speck improvements within the TOD plan area with related improvements that convey the unique identity of each neighborhood physically linked to the project CITY OF LYNWOOD Lynwood Transit Area SlrategicPlan ;�tfi j'R11Y February 27, 2014 Technical Implementation area. We believe a critical element of this analysis is to develop solutions that provide easier, safer and more direct access across Long Beach Boulevard to effectively create a pedestrian and bicycle path between the Metro Transit Center and the Lynwood WaNdng Park along Fernwood Avenue. This connection would link regional transit to the bike path system existing around Lynwood, while energizing the City's initiatives to develop bike path linkages between the City and the regional network while supporting improved pedestrian and bicycle connections between the project area and within surrounding neighborhoods. To identify these pants of connectivity we will work with stakeholders to develop a community- prioritized list of improvements that would create these connections and linkages in the form of an Action Plan focused on establishing the design connections linking these neighborhoods and the TOD project area. Members of our team have worked on many projects across the Southern Califomia region and been successful in achieving community consensus. Our project manager has extensive history in transit oriented development, policy, program development that attracts grant funding, and real estate development. Among his accomplishments in TOD is the signature Rosa Parks Metro Station Master Plan and Transit Oriented District (which led to the creation of the Metro Transit Oriented Development Grant Program), the currently under construction One Santa Fe Mixed Use Development joint development project located on Metro property at its downtown Metro Red Line rail facility, and the City of Los Angeles Land Use Transportation Policy. Other members of our team also have direct and successful engagements in the community planning and development process, including CEQA clearances for project level EIRs, and obtaining by -right development entitlements. Our team utilizes tailored approaches designed to reduce the number and duration of community objections to development and related physical improvements. A key innovation has been to begin working early with stakeholders to identify the methods to mitigate impacts and to seek to incorporate these into the core design of the project. We have found this strategy to be highly useful in working with impacted communities to achieve successful project outcomes. The TranSystems team provides a quality assurance service that gives the City the confidence that the project will fulfill all requirements for quality. This will include defining the quality standards applicable to the project and will employ measures that reduce errors and omissions before and while performing the work. We employ a full Quality Assurance/Quality Control (QA/QC) process at the start of a project in the belief that the quality control process for previously completed work can be a quality assurance process for subsequent work. The entire QA/QC process involves testing and verification at defined work milestones before proceeding to the next task. In this procedure, there is a continuous flow of feedback Information between the City and TranSystems to verify compliance with the quality standard or to improve the overall project development process. For the TOD plan project we would include the participation of development stakeholders to help identify elements that are clear, do not contain ambiguities or contradictions, or which could help reduce project cost development timetable. We would also utilize this process to assist the City ensure coordination among its departments having responsibility for streets and roads, utilities, and public safety, among others, so that they have a complete understanding and concurrence with the process, process findings and results and any project recommendations. Quality Control TranSystems believes that Quality Control is essential for our clients to know where they are in the process of project delivery. TranSystems will provide Metro with the highest level of quality on this assignment. Our team will deliver services and products that will satisfy Metro and local agency requirements. Our Quality Assurance /Quality Control Manager will work with the project team on developing a project - specific quality control plan and will be responsible for assuring that the plan Is followed throughout the life of the project. This plan will define standards of quality and specific quality control procedures for the all aspects of the project. The structure of TranSystems' Quality Control Plan is outlined below: Introduction A. Purpose; Description of quality control plan, including key staff identification B. Quality Manager, Introduction to Quality Manager and hierarchy of reporting responsibilities CITY OF LYNWOOD Lynwood Translt Area Strategic Plan February 27, 2014 ��Ifiill�ll;�: Technical Implementation C. QAIQC Schedule: Identificafion of critical QC reviews that will be incorporated in the Master Project Schedule D. Risk Management: Identification of porfions of the project that have risks because of their: technical complexity and plan to manage these risks, if any II. Quality Reviews A. Management Reviews: Reviews to ensure involvement of the Project Manager, Quality Manager, and Key Personnel B. Milestone Reviews: Reviews to address project progress, project financials, and schedule milestones C. Deliverable'Reviews: Reviews of deliverables, conducted prior to majorsubmittals III. Quality Control Procedures A. Roles and Responsibilities: Definition of the roles of the Project Manager, Quality Manager, and QC Reviewers B. QC Reviewers' Responsibilities: Identification of independent QC Reviewers assigned to each project specific discipline C. Documentation of Review Comments: Designation of how review comments wilt be reconciled and recorded on each type of deliverable D. Response to QC Comments: Identification of Quality Manager as the oversight to ensure that all comments are addressed E. Correctness: Indicates that each team member has a responsibility to produce quality work Schedule and Budget Control TranSystems maintains schedule and budget controls that are consistent with the City of Lynwood's and other government agencies project management standards. We will coordinate with the involved personnel to ensure that we maintain continuous communication and meet all expectations. Our team utilizes a variety of industry standard up-to -date software including but not limited to: Microsoft Project and Primavera 6, MicroStation, and BIM for use in project development, design, schedule and accurately capture any changes to the project in its Recycle. TranSystems can establish a web -based link with the City whereby assigned personnel can access the project data and for use for webinars, project meetings and updates. This will be in addition to regular project team meetings with the City's Project Manager. We also utilize TranSystems' project controls staff to assist the Project Manager in monitoring the project progress and will update the schedule monthly for each project meeting. Additionally, our Quality Control Plan Includes a milestone review component that ensures that project execution is on track. The TranSystems team will also track project costs on a regular basis to maintain the budget throughout the life of the project and give the City's Project Manager the assurance that our work products are developed on time and within the task order budget. Our Project Manager will be responsible for monitoring the budget and will keep the City up -to -date on sub- contractor payments and TranSystems performance in meeting Metro SSE goals for this project. b) PROPOSED SCOPE OF SERVICES The project scope for the Lynwood Transit Area Strategic Plan has several different parts that all need to be interwoven together to complete project development and environmental clearance in under 24 months. We will execute the work on five simultaneous and interrelated tracks: CRY OF LYNWOOD , Lynwood Transit Area Strategic Plan w;it @Il1S� February 2T, 2014 Technical Implementation • Market-based analysis of land use potential and timing including creative financing, brownfields cleanup and financing, strengthening transit connections and joint development as a revenue sharingifnancing tool; • Transportation network connectivity, capacity and infrastructure improvements linking streets, freeways, and transit around the transit center and nearby commercial and residential locations with value capture strategies to support TOD implementation; Strategic decisions about current operations, potential development and the supporting analysis of land regulations needed to catalyze and support economic development and residential Intensification in the project area; • Supports, including legislation and agreements needed with public land- owning entities in the project area to support creation of the transit oriented development district; and • Simultaneous technical analyses that explore feasible and implementhble options that mutually inform the other project development tracks to produce a Preferred Development Approach in the shortest practicable period of time. ' The TranSystems team has been deliberately composed of subject matter experts in the key project areas to carry out a project implementation framework that gets the project to a consensus community buy4n with full community participation in the shortest amount of time. We believe our overall approach provides numerous opportunities for community /stakeholder engagement, from large community-based meetings to small individual interviews. Our integrated, multi-track approach allows us to maximize the value of our subject matter experts in the production of the technical analyses required for CEQA clearance. The Transystems team Will also achieve maximum public understanding of the project, build community consensus, and achieve developer buy -in to land use standards. Vision, goals, and objectives that have broad support by the major constituencies will lead to adoption of a Preferred Development Approach the City of Lynwood can implement knowing it has the support of community, business interests, and those who invest in real property development. TranSystems' objective is to deriver to the City a Lynwood Transit Area Strategic Plan that is understood by the community and project stakeholders, that is implementable, and which is measurable year after year in accomplishment of the Plan's shared objectives. Task 0: Kickoff Meeting with the City Key members of the TranSystems Team (Team) will meet with the City to finalize the project timeline, identify specific points for periodic progress reviews and delivery dates of Technical Memoranda, and Draft and Final Report documents. The kickoff meeting will also allow us to identify tools and methods to provide the City with GIS data, and provide updates to the Lynwood Transit Area Strategic Plan web page. The meeting will set in motion setting up the Strategic Plan Steering Committee or Advisory Committee to work with the technical team over the life of the project. TranSystems will provide a summary report documenting meeting results and decisions. I► Task 0.1: Identify /Contact key stakeholder groupsdndividuals TranSystems will contact key stakeholders identified by the City to discuss and obtain their views on the future of the project area, development standards, impact mitigations, and related factors. Stakeholders will be informed of meetings via notices, project web page, and City links to obtain provide periodic progress updates, project materials and findings, and other information germane to the project. TranSystems will coordinate public outreach and communication activities with the City. Arellano Associates (AA) will work with us to cant' out the public participation component of the project through a thoughtful approach to communicate project needs and issues while soliciting the community's preferences and input. Proposed outreach tasks will be discussed with the City to help us prepare a detailed Public Involvement Plan (PIP) that outlines specific tasks, the purpose of these tasks in relation to the project, a schedule of CITY OF LYNWOOD Lynwood Transit Area Strategic Plan = •� •' February 21, 2014 Technical Implementation public outreach activities, due dates, and deliverables associated with each task. The PIP will be the blueprint and guiding document for informing and engaging project stakeholders. Over the course of the study, the project team will need to keep track of a myriad of project stakeholders, elected officials and staff representatives, public agencies, media contacts, and other interested parties. AA has significant experience with developing, managing, and utilizing a comprehensive stakeholder database. The database wilt be maintained in Microsoft Access and provided to the City in hard or electronic copy on an ongoing basis and/or as needed. To maximize efficiency, AA will begin the stakeholder compilation with any City - provided lists. We recommend the City assemble an odd - number member Citizens Advisory Committee or Steering Committee to be a recognized voice for residents, businesses, and community groups to provide feedback for this community-driven plan. The Stakeholder group can be charged with specific responsibilities to assist in development of the Lynwood Transit Area Strategic Plan and resolve issues amongst various community or constituent groups while providing legitimacy to the entirety of the plan development process. While TranSystems recognizes opportunity to accelerate or hasten certain project activities, if consensus is early achieved, our goal is to ensure the community is as informed as possible about the project issues, options, alternatives, and overall vision. Clearly, a plan process that has the participation of only a few stakeholders Wit not carry the same weight as one endowed with the participation of hundreds or thousands of participants. Ultimately, the development and economic growth prospects depend on establishment of a consistent set of rules and regulations, application of those rules in a uniform way, and a commitment by the City to the development community to consistently support its own objectives while assisting development project that reach or exceed those objectives. TranSystems Public Involvement Plan, principally Implemented by Arellano Associates, will help assure these requirements are met. Our legal counsel will assist us develop a plan that can withstand substantial legal challenges, and the crafting of regulations W successfully supersede the existing Long Beach Boulevard Specific Plan (LBBSP). Task 0,2: Coordinate project tools, software, database linkages The Team, in coordination with the City, will develop a webpage that provides public access to project- specific data, documentation, maps, and related materials. Video proceedings from public meetings as well as key interviews with City personnel and stakeholders (where permission is granted) can also be made available. The site will also include linkages for interested persons to leave messages and to comment on the project. TranSystems understands that public disclosure is a key element in developing project consensus and knows how to coordinate public comments in the evolution of the plan from its initial stages through its formal adoption by the City. TranSystems will develop and maintain a project webpage and provide the City with periodic reports on webpage activity and public comments. AA will work with the project team to develop a set of collateral and communication materials that will be used at all project/public meetings, posted on the website for public access and transmitted to stakeholders as needed. Collateral materials will be developed to educate and inform project stakeholders. As a basis, AA will develop a project fact sheet and other meeting handouts as defined by the team. In addition, AA will work with the project team to develop the content for any display boards and the Power Point slides needed for presentations. AA will also work with the project team to develop the materials needed for public notification and website development. All collateral materials will be created with a uniformed look to help create a project identity within the community and can be translated into Spanish as needed. CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 Technical Implementation TASKS•PARTI _ � - -- - ._.._, _____...._ - -. - _.,,_..__ Task 1: General Project Administration Periodic project meetings will be held with the City to update on project progress, seek approvals for upcoming activities, and review project findings and recommendations throughout the life of the project. We will also review administrative matters with the City including invoices, report submittals, or meetings with Metro during the course of the project ► Task 1.1: Reconnaissance Analysis: Existing conditions and site analysis TranSystems will conduct existing conditions analyses including road and highway infrastructure, key sites, and parking that will form the basis of the technical studies required to complete the Program EIR process. The analyses carried oiA under this task will factor in the development of the Strategic Plan and its underlying assumptions,to enable us to present viable aftemative development scenarios for the City's consideration and decision. We will conduct an in -depth review of the issues, opportunities, and constraints facing the City of Lynwood in moving forward in transforming the Long Beach Boulevard Metro Green Line Station Area into a vibrant Transit Oriented District Key in this work will be our interactions with City stakeholders and representatives of the development and business community. Working with the City, we will develop a target list of firths and individuals to gain insight to the views of this important sector and factor that information in the development of the Strategic Plan and the Implementation Strategy. Gaining this perspective will enable us to focus our expertise on creating sound development recommendations and help guide preparation of the Specific Plan and its regulations to support the City's development goals. We believe this approach will also enable us to see early on the need for a Project EIR and begin to Incorporate these requirements in the project development process. ► Task 1.2: Identify Development Constraints /Opportunities A Property Inventory As part of the Reconnaissance Analysis, TranSystems will develop a GIS database containing location detail, measurements, and related information to enable the City to easily use this data for management of future development and to seek funding for various improvements when accurate dimensional information is required. For the purposes of developing the Strategic Plan, the use by TranSystems of current technology, including global positioning tools, allows us to be extremely efficient and cost effective in gathering extremely accurate and precise positioning location data and vertical and horizontal measurements that are needed, including examining the feasibility and cost factors of various project recommendations, identifying site plan configuration options, or isolating and resolving issues and effects associated with design standards. This data will be useful to the City to ensure that new infrastructure and development complies with ADA standards as well as overall engineering applications for land use, transportation, and public works projects. A key factor in our approach to developing the inventory is to directly link the project area's transit, pedestrian, and bicycle infrastructure with two transit facilities accessibility projects TranSystems is conducting for Metro. One project involves the comprehensive, system -wide inventory and analysis of over 25,000 existing bus stops, including all bus stops in the City of Lynwood. We are using sophisticated GPS and GIS tools to gather exact measurements and location data to determine ADA compliance and other improvements to improve transit use experience. The second project examines Metro Rail Transit stations to identify accesslblllty issues and strategies to improve access to transit facilities. We will link this work with development of the Lynwood Transit Area Strategic Plan and thereby help ensure the recommendations and improvement strategies are mutually supportive. A benefit to the City is that this detail will facilitate the City's preparation of future grant proposals as well as assist Lynwood to obtain funding from Metro through the Call For Projects process for transportation improvements in the project area. CITY OF LYNWOOD Lynwood Transit Area Sb'ategic Plan February 27, 2014 �raro Technical Implementation We will carry out a detailed property inventory to catalog all existing land uses in the project area including buildings, age, current use, and related physical factors. The inventory will include existing right -of -way conditions. We will communicate with existing property owners to identify land tenure factors that may impact development potential in the TOD plan area. TranSystems will analyze existing conditions to ascertain any potential for parcel reconfigurations or zoning changes that would support achieving more intense development patterns in the TOD area, and the circulation changes that would be needed to support the City's vision for a less car - dependent, more bicycle and pedestrian friendly community. Alternate land use concepts should be market supportable as well as solve physical issues such as vehicular and pedestrian circulation and connectivity to transit and rail services. Moreover, the development potential in the City's TOD plan area should help stimulate the linkages between development projects and the transit system to help build a sustainable, smart growth transit village. Our team has created TOD plans and development integration with transit facilities and non - transit transportation infrastructure and who know how to create an implementation framework that supports the TOD recommendations. TranSystems will develop a report detailing the character of existing land use, including photos, maps and data in GIS /AutoCAD format that is usable by the City. Custom maps will be developed using ArcGIS ArcMap and detail factors such as vacant and built " 1 - land, infrastructure, circulationfaccess, livability, i ` W development constraints, and overall character of the project area. These maps will tie directly into the Speck Plan and Program EIR components of t the project while assisting the analytical process J and development of project recommendations. TranSystems will also provide its modeling and visualization capabilities to create a digital model of the City's preferred development scenario. This will facilitate identifying fatal flaws in site and street design in a far more cost efficient way thanw t= S �- traditional pen - to-paper methods. We also use 3D geo- referenced oblique photography from Pictometry within ArcGIS for mapping and :,. geospatial analysis purposes and perspective - photography. B. Background Demographic and Economic Conditions and Trends The Team will collect existing demographic and economic conditions and trends data to assess market conditions and requirements. BAE Urban Economics (BAE) will review economic, demographic, and market data, and will confer with local developers and real estate professionals who are active in the region to understand market factors, issues, and concerns with doing business with the City of Lynwood to identify land use factors, regulations, and standards that influence investment decisions as well as factors that, if modified, would improve support for new development in the project area. We will examine commercial office and retail market conditions. The Team will review ZIP Code level employment data from EDD to determine the industries located within the identified Study Area, City of Lynwood, Gateway Cities, and Los Angeles County. We will benchmark current data to historic data to determine how local employment has changed as well as identify which Industries are likely to grow within the Study Area. This will inform the types of commercial development that the market can support in the short- and mid -terms and identify potential industries that the City can target for economic development purposes and benefit from locating near transit. CITY of LYNWOOD Lynwood Transit Area Strategic Plan 11"Cl�llt„ February 27, 2014 Technical Implementation We WN conduct a windshield survey of vacant commercial space data to understand local commercial office and retail market conditions while utilizing our GIS capabilities to assist in analyzing spatial issues and to identify factors linked to the location and type of business. Some of these factors relate to traffic generation, parking management, and pedestrian/bicycle facilities and access design. The analysis will look at current and historic lease rates, vacancy rates, and absorption rates from national ,brokerage firms to understand the strength of the Study Area relative to the City, Gateway Cities, and Los Angeles County. We will also use data from Nielsen- Claritas, a third -party data vendor, to determine the ,amount of retail spending currently leaking out of Lynwood by retail sector that could be captured by new regional or community retail development in the project area. This approach Will illustrate the relative strength of the local markets to the benchmark areas and determine which uses are market-supportable In ,the short - and mid - terms. Residential Market Conditions. We will review local demographic conditions to determine the potential for residential development in the transit station area. We will look to identify the demand for workforce housing and market -rate housing in the project area. Income ranges of local residents will be examined to understand the demand for workforce housing within the Study Area. The team will use data from DQ News to review the for -sale and rental multifamily housing market We will review current and historic prices and rental rates, as well as vacancy and absorption rates to understand the strength of the Study Area multifamily housing market relative to the benchmark areas. Identify Property Owner Development Motivations. We will consult with local real estate professionals to identify issues and opportunities that exist in the project area. During this step we will seek to identify, motivations among key property owners and to the extent possible, attempt to identify areas of concern and expectations as these relate to development potential in the project area. C. Review of Streetscape/Landscape Conditions As part of our work, TranSystems will conduct a livability review to identify all existing conditions impacting pedestrian and bicycle accessibility and safety in the project area. This includes way-finding, connections to schools and other institutions, pedestrian access, sidewalk widths and amenities, access to services and infrastructure, as well as Identifying any obstructions/barriers that impact accessibility to and from transit. This assessment will provide the basis for the pedestrian /bicycle improvements recommended in the Strategic Plan while informing the Specific Plan of the land use and regulatory standards needed to support the transit village goals of the City. Our GIS and modeling capabilities will be vital in illustrating not only what these improvements would look like, but in analyzing the effects on other transport modes in the project area and the infrastructure requirements needed for their coexistence. Data flies and maps created for this task will be provided to the City upon completion of the project in GIS and /or CAD format. TranSystems will be utilizing a current state -of -the art mobile solution that combines the use of Esri ArcGIS for Mobile tablets with a highly accurate GNSS device in the Bus Stop Usability project we are contracted to Metro to perform. 1.3: Implement Stakeholder Engagement process A major activity under Task 1 is to activate the stakeholder engagement process. We believe it is critical to the success of the Lynwood Transit Area Strategic Plan that stakeholders are engaged in the project from the outset. The City may decide the form, whether there is an Advisory Committee or Steering Committee structure, but a standing_ group is recommended. We see this as an integral part of the community participation process so that stakeholders are not only informed or notified to meet the legal requirements for a Specific Plan and CEQA process, but are engaged in plan formation, its recommendations, and providing insight and understanding of existing conditions as dealt with on a daily basis by those who live and do business in the City of Lynwood. CITY OF LYNWOOD Lynwood Transit Area strategic Plan February 27, 2014 Technical Implementation ► Task 1.4: Evaluate General Plan /Long Beach Boulevard Specific Plan As both the City's General Plan and the Long Beach Boulevard:Speclfic Plan were developed and adopted before Califomia's adoption of AB 32 and SB 375, both plans are in need of an assessment to determine their compliance with new and emerging greenhouse gas emissions standards and vehicle trip reduction goals. Both plans were adopted before the City of Lynwood developed its Lynwood Bicycle and Pedestrian Transportation Plan in 2013. This review will assess whether these plans perform In meeting the transit - friendly goals of the City and identify any existing regulations, standards and requirements that need to be updated so that recommended infrastructure improvements and site design standards can be fully implemented under the new Specific Plan. We will also identity whether the General Plan requires any amendment and determine whether there Is a path forward for the City to accomplish any amendment as part of this planning process. We will analyze land use, transportation, and market data from other tasks to identify TOD opportunities. Vacant and underutilized land in the project area will be evaluated to identify parcels available for development and the actions needed In the Strategic Plan and supports in the regulatory framework to activate that development potential. We will also look at the potential for reuse or re- purposing of existing uses that would support the aims of the City in creating the project area as an increasingly more transit - friendly community. This step will identify Study Area parcels in the following categories that the City can leverage to attract TOOs or promote other planning objectives: • Publicly Owned Land, Public Amenities, • Existing Uses (e.g., post offices, grocery stores), • Existing Employment Base, and • Transportation and Parking. The existing Long Beach Boulevard Speck Plan will be assessed to identify wdsting regulatory factors that may discourage development at key opportunity sites. From a developer's perspective, we will identify factors limiting development, including: • Land Use Policies, • Market Conditions, • Capacity, • Site Conditions (including ownership), • Impact Fees, • Parking Requirements, • Available Funding Sources, and • Other Disincentives to Investment. This will enable the City to understand conditions, regulations, or development standards that developers consider are impediments to development and enable us to work with the City to consider the land use and other policy changes that could attract investment while supporting the City's goals for the project area. Ownership of the properties may be relevant due to challenges and complications related to site assembly or properties owned by the Former Redevelopment Agency; however, it is likely that disposition or development will occur after the approval of the Long -Range Property Management Plan pursuant to AB 1484, making Former RDA sites development opportunities. Our work will, therefore, provide the City's Successor Agency with the analysis required for you to make a solid case to the Oversight Board and State Department of Finance for the Qty to hold strategic properties for TOD development, per AB 1484. CITY OF LYNWOOD Lynwood Transit Area Strategic Plan •.� "' fl?It I, February 27, 2014 Technical Implementation Once we evaluate the opportunities and challenges to development, we wil identify the available TOD sites based on whether they represent opportunities that can be realized in the short-term (City -owned or Former RDA sites) or longer -tens (privately owned sites). ► Task 1.5; Community Workshop #1 TranSystems will prepare a multi -media presentation to depict the project findings through the Reconnaissance phase of the project Our outreach partner will develop materials to advertise and inform the City of the community workshop and invite their participation during the meeting. Date and time will be coordinated with the City to ensure scheduling is at a time when there is no conflict with other Civic events, and in a convenient location. We will present these findings as a draft report that identifies prototype TOD development in the TOD plan area, potential transportation /mobility, options and location of opportunity sites In the project area. We anticipate the Community Workshop will generate significant input from the public on these initial project findings that will inform project recommendations and development standards. We will also present findings from our focused stakeholder meetings in order to identify factors the City will face in turning potential to actual development. Given our method for public participation and the involvement of the City's project team, we believe most significant issues will have been identified and worked through during the Community Workshop process, and thereby clearly result in a consensus around the project recommendations leading to development of the Speck Plan and CEQA clearance. TranSystems will finalize project reports and all supporting documents, including public comment and response to questions and concerns. The workshop will be summarized and made available on the project web page. .TASKS - PART 11 Task 2: Land Use Research and Field Work ► Task 2.1: Multimodal Access, Circulation and Connectivity Analysis The multimodal access, circulation, and connectivity analysis will identify the existing area transportation system Including roadways, highways, transit (both rail and bus routes), pedestrian and non- motorized transport paths, amenities, and capacities. We will examine the existing transit facilities and assess existing circulation issues, capacity constraints, and look at future access needs assuming growth in housing and jobs In the project area. Our assessment will identify access issues including sidewalks, bike paths, wayfinding signage and the improvements that would be necessary to support greater transit usage at the Long Beach Boulevard Metro station. As part of our assessment we will determine whether the existing General Plan and LBBSP support accessibility improvements and examine whether any of the City's public works standards require modification to allow for changes in the built form of the project area. ► Task 2,2: Urban Design, Street and Streetscape Standards This work continues the work In Task 2.1 above to look at site design issues to identify opportunities to Improve, expand or create new pedestrian - oriented access from the surrounding community to the project area and the transit facilities. The key focus of this task Is to identify whether any existing City development, design, and public works requirements would impede Implementation of project recommendations the City would carry out directly and those that would be carried out through new development in the project area. TranSystems with MK Planners will carry out an inventory and site analysis of current parking facilities in the project area to identify opportunities to reconfigure or repurpose parking to provide for greater level of pedestrian mobility within the project area. This task will help identify and the removal of uncertainties from the eventual Specific Plan from ambiguous or competing requirements, and will help ensure that future CRY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 Technical Implementation development implementation adds incrementally to achieving the City's vision of the area as a transit- friendly community. ► Task 2.3: Joint Development Planning and Conceptual Design The primary focus in this task is to identify opportunities and measures to integrate Metro-owned and Caltrans -owned properties in the project area into the vision of the project from a design standpoint and to identify ways to resolve land tenure Issues that would make integration a practicable solution. The ultimate concept plan for the project area is one that integrates joint development on the Metro station site and the use of Caltrans-owned land in clear ways that support achieving the projects goals. To get there will require understanding of any legal and technical issues and reaching agreements with each entity. We believe there is the possibility for the City of Lynwood to achieve a partnership with Metro regarding solutions to improve connectivity and linkage with the neighborhoods surrounding the transit facility. But our team thinks that the greater possibility lies in working out a shared revenue participation agreement that would link future development on the transit center she with development on the Plaza Mexico site. Mr. Taylor and SheppardMullin will specifically examine matters related to the use of public lands, identify solutions that work and provide a recommended strategy for implementation by the City. Our team will also examine opportunities and the practicality of consolidating parking and the repurposing of property currently providing surface parking. ► Task 2,4: TOD Master Plan Analysis TranSystems, assisted by RAW Architecture, will complete a detailed site planning and visioning process for the Targeted Development Areas identified through the real estate analysis and profile described below. The centerpiece of this robust planning exercise will be the development of conceptual site plans that provide visual representations of potential development scenarios. The intention of this work is to advance concepts and ideas for new development and integration with existing development in the TOD project area along with a detailed vision of development possibilities. The site plans will demonstrate the potential to create a vibrant, walkable, and mixed use neighborhood in the Lynwood Transit Area that has integrated access to multiple sustainable transportation modes. Within this analysis we will also commence an assessment of the existing greenhouse gas footprint for the plan area. This will include factors Identified in the Parking Analysis, including identification of cars observed parking in spaces within the project area, existing DMV and utility data for addresses within the project area, and related factors to develop a vesicle trip and greenhouse gas profile for Lynwood and from which to construct achievable targets for GHG and vehicle trip reductions targets. We will also endeavor to incorporate these factors as performance criteria for new development projects in the Lynwood Transit Area Strategic Plan area. Our work examines the possibilities of incorporating Metro-owned and Caltrans -owned lands in the potential development scenarios and identify the steps the City will need to take to get Metro andlor Caitrans buy-in. Closely related to this is our Project Manager, Iry Taylors relationships with Metro and understanding of the Authority's joint development and revenue objectives, as well as its sustainability goals. Crucially, SheppardMullin will provide expert advice on the setup of Memoranda of Understanding, draft legislation that may be needed to assist implementation, and related factors to assist in making the integration of these lands in the project plan a feasible implementation step as opposed to simply making a recommendation without the requisite portfolio of support. The TOD Master Plan Analysis will unify the various technical analysis and recommendations for specific project components, while presenting a reconciled future for the project area that has the buy-in from community representatives, businesses, and development parties. This analysis will look at Build -Out Potential, Development Alternatives, Conceptual Site Plans, Streetscape Design and Transportation Connectivity, and Integration with Existing Planning, Transit, and Development Initiatives. Of crucial focus, CITY OF LYNWOOD ,3 Lynwood Transit Area Strategic Plan February 27, 2014 Technical Implementation the process will help position the City of Lynwood to take full advantage of SB 375 streamlining provisions and alignment with AB 32 legislation to depict a development framework Incorporating regional carbon reduction targets, through vehicle trip- reducing land use patterns and infrastructure. From this crucial step the TranSystems team will gain detailed insight to the zoning regulations and design /development standards needed by the development community will support and that will encourage development densities and configurations that accomplish the City's vision for the project area. Task 2.5: Real Estate Analysis and Profile Market Potential Analysis In order to determine the land use program that will define the Land Use Element of the Strategic Plan, the Team will conduct a Market Potential Analysis to determine what commercial and residential development could be attracted to the City over the short and mid -term, as well as the long -term. We will identify potential catalyst projects that could lead to early successes while setting the stage for longer range project development in the project area. This analysis task will assess employment and business patterns to help identify opportunities to increase jobs in the project area that are more easily accessible via transit than by private vehicles. Short- and Mid Term Potential. Based on the data and analysis conducted in Task 1.x, the Team will review the potential for short and mid -tens office and retail development, using employment projections and local capture rates. We will compare employment projections to planned and proposed commercial development from the City to determine the short-term absorption potential. Additionally, we will compare demographic projections to planned and proposed residential development to determine the short- and mid-term potential for multifamily residential uses. Lono -Term Potential. We will then review LA Metro ridership and SCAG projections to determine additional commercial office and retail market potential from a successful transit area. As development occurs and absorbs in catalyst projects, demand for proximate housing and commercial uses will increase, thereby increasing Lynwood's ability to capture a larger portion of regional growth than previously planned. BAE has experience in estimating an area's ability to increase its local capture rate using data from similar areas that have successfully transformed their station areas into vibrant mixed -use areas. The findings from this task will inform the Team in shaping and balancing the development regulations and design standards so that any inconsistencies between necessary market supports and transit oriented development are reconciled before preparing the Specific Plan and the CEQA clearance process. Evaluate Financial Feasibllity of Development In Study Area Using site specific market data as well as existing development conditions (e.g., local construction costs, rental rates, densities, FARs, proposed zoning, proposed parking requirements), TranSystems and BAE will prepare a stabilized pro forma development feasibility analysis to determine the market prices at which development of proposed land uses become feasible. We will create pro formas for up to five land use types based on the Team's conceptual land use plans. Proposed development types examined could include: • Mixed -Use Medium Density Office, • Mixed -Use Medium Density Residential For Sale, • Mixed -Use High Density Residential For Sale, and • Mixed -Use Multifamily Rental, CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 ran Technical Implementation The results will be presented in a matrix, showing any existing development financing gaps (difference between development costs and required returns on investment) as well as the underlying general and market conditions that would be necessary for each development type to be feasible, or able to attract private development. • Evaluate Best Case Practices for Catalyzing Development National best case practices for catalyzing development around transit around up to six airports and transit stations will be reviewed. We will seek input from our pool of internal national experts to review practices that our clients in the Bay Area Rapid Transit Authority (BART), City of Charlotte, and City of San Jose as well as other cities, airport authorities and transit authorities have successfully implemented to foster or incentivize development around airports and transit across the nation and internationally, where possible. Practices could include strategically relocating parking to act as anchor tenants that attract retail uses and connect the airport to rail transit stations, as well as more traditional financial and policy -based incentives. • Developer Roundtable and Additional Interviews The TranSystems team proposes conducting a half-day developer workshop. During the workshop we will share the findings with a working group of national and local developers and discuss policies that the City can implement to promote development that is both market supportable and meets the City's goals. We will also conduct additional interviews to understand investors' and retail tenants' interest in Study Area opportunities. Our network of investors will provide information on the real -time interest and long -term development potential. Our network of national and regional retail tenant representatives can provide information on the types of spaces tenants need in the short -term, and identify the conditions that can attract them to the Study Area over the longer horizon. Develop a strategic plan for fosterfngrncentivizing TODs in the Study Area The team will synthesize data from the above Tasks into a Strategic Plan that provides guidelines for fostering and incentivrzing TODs in the Study Area. The Plan will focus on policies and incentives that leverage the benefits of the Transit Oriented Development area in Lynwood„ reduce development costs, and follow best practices. It will be based on current market conditions but will be able to evolve over the planning period as the airport expands service, High Speed Rail comes online, and as market conditions change. We will interview national and local developers to examine potential strategies from a developer's perspective. We will also work closely with the City during this task to ensure the Plan describes any public policy effects on required return on market driven development. This step will bring clarity to any discordance between public and private sector development goals pertaining to the project area. This step will factor in the definition of any incentives that may be needed to encourage development in the TOD project area. Consistent with the Citys goals, the Strategies will be market driven and define the roles that land, policy, and financing incentives can play in fostering private development. In addition to the Program EIR that will be adopted as part of this project, other strategies could include: • Public-Private Partnerships, • Federal and State Tax Credit Programs (e.g., New Markets Tax Credits, Historic Tax Credits), • Grants, Loans, and Guarantees to Developers, • Reduced Parking Requirements, • City Entitlement of Land, and • Creating an Infrastructure Financing District. CITY OF LYNWOOD Lynwood TmnsltArea Strategic Plan February 2T, 2014 Technical Implementation ► Task 2.8; Community Workshop #2 The sedond community workshop will present major findings, inferences, and conclusions to this point in the project.'TranSystems will present project data and information graphically. We will discuss design concepts for new development in the project area and realignment possibilities for improving the 1 -105 interchange on Long Beach Boulevard. These concepts will show related Improvements in pedestrian access, streetscape enhancements, bicycle access and amenities, paths that directly connect the transit station with the City's new Lynwood Linear Walking Park, and how design changes can improve public safety and security in the project area. A key intent for this meeting will be to gain community input and Insight for development and station access improvements. Identifying specific thoughts on what the Community would or would not want to see at the station will be important In constructing recommendations that can obtain a general consensus and community support before developing the Specific Plan and its regulations. 'TASKS -PART III_ Task 3: Stakeholder Outreach and Community Meetings ► Task 3.1— Task 3.4: Community Participation and Stakeholder Involvement through CEQA Clearance Stakeholder and community participation in development of the Lynwood Transit Area Strategic Plan is incorporated at key points in the project development. process. We have Identified four specific moments for Community meetings in a workshop, open house setting. Our intent is to engage with the community and stakeholders as key members in the planning process, specification of issues, concerns and problems, and to assist in design solutions that improve the quality of life in the City of Lynwood. Our engagement process recognizes that residents, business owners, and investors all have important perspectives that must be drawn out and factored into the formulation of any community plan, particularly a Pan that may require substantial community support in order to implement policy and regulatory changes. TranSystems believes consensus building begins at the start of a project and builds trust between the project team and the community by encouraging their active engagement. Community meeting times themselves is often a signal of the openness and inclusiveness of the planning process. We would work with the City to identify days, including Saturdays, and venues that are most conducive to broader participation in the development of the Lynwood Transit Area Strategic Plan. Our goal is to achieve a consensus project before we develop the final Specific Plan and the CEQA process. Achieving this objective means that the analytic and recommendations phases of the project have done their job: identify a Strategic path forward for the City of Lynwood that has broad support by stakeholders, business, and investors, and a Specific Plan the City can implement with confidence the improvements and development desired are matched with supporting land use regulations and standards. TASKS -PART IV Task 4: Transportation Design Task 4,1: Conduct t -105 Interchange Redesign Study A key element in creating a potentially successful Specific Plan for the project area is identifying a design solution for the 1 -105 interchange on Long Beach Boulevard. The existing design divides the City, creates safety hazards for transit riders, traffic congestion in the commercial heart of the project area, and constrains development potential. TranSystems will examine the existing interchange and identity opportunities to redesign it in ways that would improve traffic flow on and off the freeway, better integrate the West Bound and East Bound ramps with the surrounding community, and provide for improved accessibility and safety for pedestrian and bicycle movements to the transit center. We will complete a design study and accompanying traffic analysis of design options that would restore or create new CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, Zo14 Technical Implementation development and joint development options to link and connect the transit center and the Plaza Mexico sites as one contiguous area. A redesign of the interchange could: • Provide additional land area for new development, • Reduce the number of conflict points for pedestrians and bicycles to one on each side of Long Beach Boulevard, • Create signal controlled ramp movements to better accommodate pedestrians and bicycles Provides enhances flexibility for access to the park and ride lots, and • Provide area for a parking structure that could help implement other project goals. These design options will be fully explored including identifying Caltrans precedents for reconfiguring existing ramps in urban areas, and preparing the supporting analysis and design to obtain any required Advisory Design Exception to the Highway Design Manual and Modified Access Report needed for approval by Caltrans and FHWA, respectively. Obtaining approval for highway design modifications is critical to the project area plan and its implementation. We will begin the design analysis at the inception of the project and seek administrative buy-in for a City - preferred design solution at the earliest possible time in the project development process. These design options will be evaluated in terms of their support for the TOD goals of the City. We will model and provide visualizations of project alternatives and demonstrate the impacts and benefits of the alternatives. The analytical proem described above will merge infrastructure with development objectives to show how the components can be implemented in ways that remake the built -form to achieve the City goals to increase transit use and access in the project area. This work will enable us to propose a realistic development concept scenario with fully integrated transportation facilities. ► Task 4.2: Existing Infrastructure Analysis TranSystems will evaluate existing infrastructure in the project area to identify access issues, streetscape design opportunities, and public safety issues. Desired access improvements as well as, pedestrian and bicycle amenities will also be identified. Our team will focus on how to improve safety and security in the project area and facilitate connectivity by providing continuous sidewalks and paths for pedestrians and bicyclists. Crosswalk enhancements, traffic controls, and lighting will be evaluated to identify locations for improvements. Improvements locations will be mapped. We will utilize information developed in the parking conditions analysis to identify opportunities to modify the number of driveway access points to existing and new development, as well as the signage requirements to facilitate driver access to available parking facilities. ► Task 4.3: Evaluate Existing Parking Conditions TranSystems and MK Planners will conduct a preliminary analysis to examine parking in the project area and Identify the existence of any parking data available in the study area. Based on the results of this initial evaluation, MK Planners will propose the appropriate parking analysis method for the project area. The parking analysis will include a sampling of on- street and off - street parking in the project area. The project team will survey parking (weekday and weekend) to determine current inventory, usage, occupancy, price, and turnover rate. We will identify opportunities to consolidate parking, share parking between different types of land uses and activities, identify strategic locations to concentrate parking in ways that help integrate parking into the Strategic Plan, and help accomplish the City's goals to create a more pedestrian - friendly environment. Appropriate parking management programs and strategies will support policies and implementation measures to ensure connectivity, consistency, and integration of new development. This will be based upon guiding principles, Identification of priority parkers, and utilization of demand, location, time, price, and supply strategies designed specifically for the study area that support development opportunities, CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 Technical Implementation create demand based parking requirements, and help to develop a more sustainable and pedestrian - oriented community. ► Task 4.4: Review Technical Studies with City /Stakeholders At this stage, TranSystems will have completed the core analytical components of the project; examined a variety of potential solutions, identified regulatory changes needed to support development and increased pedestrian and bicycle connectivity to and from the project area, and assessed the business and development community to identify strategic factors the City could implement to attract new investment. The project findings will form the basis of development of Preferred Development Scenarios and lead to the City's selection of a Preferred Development Approach. A review of project findings and conclusions with project stakeholders will serve to inform them of these findings, obtain their input and views on the recommendations and strategy, and continue the process of obtaining stakeholder buy -in and support of the project. The transparency of the process at this stage will serve to ensure continued stakeholder commitment to the planning process and facilitate a consensus project with fewer challenges during the Specific Plan adoption phase and the CEOA clearance phase of the project. TASKS-- PART 5 Task 5 - Develop Policy Recommendations ► Task 5.1 —Task 5.6: Policy Recommendations and Strategic Plan Preferred Development Approach The project scope for the Lynwood Transit Area Strategic Plan has several different parts that all need to be interwoven together to complete project development and environmental clearance in under 24 months. We will execute the work on five simultaneous and interrelated tracks: • Market-based analysis of land use potential and timing including creative financing, brownfields cleanup and flnancing, strengthening transit connections and joint development as a revenue sharingffinancing tool, • Transportation network connectivity, capacity and infrastructure improvements linking streets, freeways, and transit around the transit center and nearby commercial and residential locations with value capture strategies to support TOD implementation, • Strategic decisions about current operations, potential development and the supporting analysis of land regulations needed to catalyze and support economic development and residential intensification in the project area, • Supports, including legislation and agreements needed with public land- owning entities in the project area to support creation of the transit oriented development district, and • Simultaneous technical analyses that explore feasible and implementable options that mutually inform the other project development tracks to produce a Preferred Development Approach in the shortest practicable period of time. Each of the technical studies behind the proposed project recommendations will be fully substantiated and documented. SheppardMullin will assist and advise on crafting project recommendations to help sustain substantial legal challenges, if any, against adoption of the project. Again, our public participation approach is designed to identify, flag, and resolve community /stakeholder issues and objections early In the plan development process. Our proposed process facilitates the incorporation of such objections into the technical studies, with due review, and followed up with factual assessment militating against an objection or providing mitigations that resolve the objection. Given that many of the objections lodged in a community plan process are practicability responded already in existing land use case law, our legal advisor will be of signal benefit to assist with responses to issues CITY OF LYNWOOD Lynwood Transit Area Strategic Plant: ii `III` February 27, 2014 Technical Implementation raised by stakeholders. This assistance will be of specific value in preparation of the draft preferred development scenario to facilitate the community's own preferred development scenario. The advisory or steering committee can review project documentation and community input, and then help direct the TranSystems team to create a preliminary draft of the preferred scenario. This leads to the presentation of the Preferred Development Scenario (complete with the supporting changes in land use /development standards and regulations) and then support for the final Preferred Development Concept for adoption by the City of Lynwood. TASKS PART 6 Task 6 • Transit Oriented Development Plan Preparation ► Task 6.1— Task 6.6: Develop Specific Plan and Regulatory Implementing Code and Maps supporting Preferred Development Approach At this stage of the project, TranSystems is primarily making revisions, updates and refinements to the Specific Plan based on the preceding and incorporating community/stakeholder input. Having gained much of this intelligence in earlier tasks, we have crafted a Preferred Development Scenario and Strategic Plan that absorbs substantial legal challenges, fully represents the City's goals for the project area, and is supported by the development community. The job now is to prepare the specific elements of the plan for the City's formal adoption. Task 6 presents a final opportunity for community participation in shaping, framing and designing the Lynwood Transit Area Strategic Plan. This input will be gathered in Community Open House Workshop # 4. Following, TranSystems will revise, modify, and update the Transit Oriented Development Plan as necessary. This step is dependent on City involvement and participation, as the TranSystems team cannot select altematives for the City. The process described above, includes on -going and continuous City participation in plan development to facilitate the City's decision making process and to provide our team with timely guidance regarding the City's preferences. ► Task 6.7— Task 6.10: Produce Final Specific Plan and Regulations, Implementing Code and Maps supporting Preferred Development Approach TranSystems will present the Draft Final Specific Plan at Community Open House #4. The principal purpose of this meeting is to present the findings, standards, and changes to existing code to the community at large and to identify any remaining issues or unaddressed concerns that may impact formal adoption of the proposed plan. This will allow us sufficient time to respond to those concerns as well as to tweak plan recommendations, as needed, to maintain plan integrity and community support. `TASK –PART VII Task 7 • Community Plan Adoption ► Task 7.1— Task 7.9: Adoption of Strategic Plan Preferred Development Approach and CEQA Clearance Task 7 principally defines the process leading to the environmental clearance of the Lynwood Transit Area Strategic Plan. The CEQA requirements governing public participation, timing, and response to comments governs this process. TranSystems highlights the following We will conduct a CEQA Review of the Transit Area Strategic Plan, and: • Craft the Transit Area Strategic Plan EIR as a self - mitigating tool • Evaluate policy implementation effects CITY OF LYNWOOD Lynwood Transit Area Strategic Plan ! V "tBills r February 27, 2014 Technical Implementation • Address recent CEQA case law/ environmental standards To this end, our work will produce a SB 375 -Ready Program EIR: ✓ The PEIR will provide an easy to-understand overview of the impacts associated with implementation of the Transit Area Strategic Plan, so that decision - makers can make informed decisions about the policies and implementation programs. ✓ TranSystems and Rincon will prepare a Program EIR (PEIR) that analyzes the potential impacts of the Draft Lynwood Transit Area Strategic Plan and also positions the City of Lynwood to take full advantage of SB 375 streamlining provisions. ✓ Assist the City of Lynwood to adopt a SB 375-compllant plan that assists the City achieve regional carbon reduction targets through the adoption of vehicle trip - reducing land use patterns and infrastructure facilities. o Statewide goals for carbon reduction are articulated in the landmark AB 32 legislation, and SB 375 provides the land use incentives to help in meeting the targets. Thus, Lynwood's planning effort will not only revitalize an outmoded and Inefficient land use pattern in an important sector of the city, but will directly allgn with AB 32 objectives. ✓ S8 375 CEQA Streamlining. The PEIR will be structured to meet the requirements of the California Environmental Quality Act (CEQA) and to streamline future City consideration of development and public works projects consistent with the Transit Area Strategic Plan. There are threshold requirements for projects to be eligible to qualify for SS 375 Streamlining as follows: a. Is the project consistent with the SCAG Sustainable Community Strategy? b. Is the project a Transit Priority Project (TTP) or a ResidentiallMixed -Use Project? Without pre - supposing the outcome of the Transit Area Strategic Plan, we assume the plan will meet criterion 1, and that significant subareas within the plan will meet criterion 2. Some of the requirements of a TTP include a 20- dwelling unit per acre density, and location within % a mile of a major transit stop or a high -quality transit corridor in the regional transportation plan. Potential downstream benefits of qualifying as a TPPs Include full CEQA exemptions. During the planning process, TranSystems and Rincon will frame and present these criteria to inform land use decisions of the potential for downstream development incentive benefits. Essentially, we will prepare the PEIR in parallel with the Transit Area Strategic Plan goals, policies, and implementation programs. This work will be integrated into policies that enable the defined project area to "self- mitigate° potential environmental impacts to the maximum extent feasible. This self - mitigating, proactive approach minimizes reliance on external mitigation measures, streamlines future CEQA coverage for future projects, and allows the City to monitor the effectiveness of Transit Area Strategic Plan policies. The PEIR may also be used to establish significance thresholds forfuture projectdevel environmental documents. CEQA Review of the Transit Area Strategic Plan: • Crafting the Transit Area Strategic Plan EIR as a self - mitigating tool • Evaluating policy implementation effects • Addressing recent CEQA case law/ environmental standards CITY OF LYNWOOD Lynwood Transit Area StratayicPlan V.0te,III; FabruaryV, 2014 Technical Implementation Our approach understands the need to develop land use standards, regulations and conditions that support accomplishment of Sustainable Community targets and fully incorporates methods and analysis to define and achieve those targets. c) ASSISTANCE FROM THE CITY TranSystems proposes the following documents be provided by the City of Lynwood: • Existing base maps, existing,property maps, existing lot line/tract/ zoning maps; • Demographic data; business license data (business type, address, other related info); • Schools in the area and student population; • Current City plans (including General Plan, Long Beach Boulevard Specific Plan); • Public works engineering specifications, standards, utilities; • List of stakeholders, community organizations, business associations or Chamber of Commerce, list of developers and businesses previously interested in Lynwood; • Existing environmental documents and property records for C*owned parcels, status of any environment remediation projects CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 Management and Staffing MANAGEMENT AND STAFFING The TranSystems team has been tailor built to the requirements of this project Each consultant brings unique and vital expertise combined with exceptional qualificationsr to assist in meeting the City's development and mobility objectives. Members of our team have worked on many projects across the Southern California region and been successful In achieving community consensus in utilizing tailored approaches designed to reduce the number and duration of community objections to transportation systems. Project manager, Iry Taylor, will be the single point of contact for this engagement and will be involved in the day- to -day operation of all projects assigned for all disciplines. With over 33 years planning, project management, and implementation experience in the public, private, and non - profit sectors, he has a proven track record in securing project funding, grants management and contract compliance. His background includes preparation of Transit i Oriented Development plans and policies, Including the Rosa Parks Transit Station Area TOO Master Plan (adopted by Metro Board of Directors in 2011) and the City of Los Angeles' Land Use Transportation Policy (for which he received a City Council award for outstanding teamwork with the City's Department of City Planning). For much of the last six years, Iry has been focused on land useltransportation integration and has presented to national and international audiences on sustainable transit station area development. Mr. Taylor is an accomplished redevelopment and business development practitioner who has a demonstrated ability to assemble and guide the kinds of multidisciplinary teams necessary to property deliver the project with an emphasis on customer service, operational efficiency and flexibility required to make projects successful. Iry will conduct project development review meetings with City project staff on a regular basis as well as weekly meetings with the TranSystems project team to ensure that all tasks are completed on time and that any potential roadblocks are averted. Iry will lead project meetings to communicate status to the City and stakeholders and to ensure that then: is constantly an open dialogue between TranSystems and other involved entities including Metro, Caltrans and the California High Speed Rai Authority. Iry will be supported by TranSystems task leaders: Andrew Stanevicius, Transit/Pedestrian Modeling; Jeff Jarvis, Development Design Integration; Joseph Sawtelle, Transportation Facilities Engineering; Jerome de Vernier, Infrastructure Assessment; David Shipps, Safe Routes Evaluation; Doug Lynch, GIS, Karen Cohoe, CEQAIPA ED,PSR; and Andrew Valente, TOD Modeling, TranSystems enhances the skills and capabilities of our team by including the following subconsultants to carry out key elements for tasks issued in this RFP. 1. Arellano Associates (AA) — Outreach/Public Communication 2. BAE Urban Economics (BAE) — Real Estate Development 3. RAW International, Inc. (RAW) — Transit StationlTOD Planning 4. Rincon Consultants, Inc. (RINCON) — CEQA Documentation, Land Use Regulations 5. SheppardMutidn — Land Use Entitlements, Public Finance, CEQA 6. MK Planners (MK) — Parking Management Additionally, TranSystems' offers a deep bench of in-house professionals poised to provide expertise commensurate with assigned project requirements, and resources available to support the Task Team Leaders in specialty areas as needed. CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 2T, 2014 Management and Staffing A) ORGANVATION CHART CITY OF LYNW000 Lynwood Transit Area Strategic Plan February 27, 2014 .Van 7FanSystems Prim. Mncon Consultants CEQAI Urban Ptuning (RINCON) RAW Interaattonai 7OD Metter Nannlna — (RANn SAE Urban Urban Economks Td0 Economic Dewbpmsnt (RAE) Michael R. Kodama Planaing Comilants Parldng Maragement (MK) ArelimoAmocietes Communtty Outreach aPankipatlon (AA) SheppardMulun Land Use & CEQA Counsel ISM) CITY OF LYNW000 Lynwood Transit Area Strategic Plan February 27, 2014 .Van B) RESPONSIBILITY MATRIX ao�ta�a ttta�w�titi�t�ti�ttio� 000tt:a ttso�tioati��ati ���� ®mss :��� :�■°�'i vt�a�tiotaoa� oti�aaa�a�o� as Azy X PAnry n.ge..t+M arvairwaoo ,Ir�r.TrW M� �nM� IW F�.Iwry ]i, a111 Management and StaMng Ttan Management and StafAng OR WiYroao ! ' �rnry A. ]�la TranSystems Fee Schedule r Contract Pricing Proposal (Services) 1of2 Page 1 _ Name of Proposer Location(s) where services TranSystems are to be performed: Lynwood. CA Rice Address Contract No. =100 E. Pacif c Coast Hwy, Suite 275 Long Beach. CA 90603 Service to be Performed Total Amount of Proposal Lynwood Transit Area Strategic Plan $698,251.95 DETAILED DESCRIPTION OF COST ELEMENTS 1. Direct labor Estimated Rate Hour Estimated costs Tot. Est. Cost hours P-oiect Mana er 165 $102.05 $18,879.25 Station Master Plan Architect _ 50 102.05! $5.102.501 Pdncioal Hlahwav Designer 115 $92.04 $10 584.60 8 mulat,ons Modeling 50 $86.52 $4,326-00 nfrastructure Engineer. 95 $66.3&1 $6,304.20 CEOA/Traffic Analyst 80 $48.04 $3,843.20 PedeshianlStreetscape Planner 95 $43.70 $4,151.50 i GIS Transit Planner 80 $42.06 $3,364.80 Urban Planner /Modaler 90 $35.19 $3,167.10 Y — — $dlj Total Direct Labor $59,723.15 2- Labor Overhead O. H. Rao x Base Estimated cost 14977% $59.723.15 $89,447.36 Total Labor Overhead $89,447.3 3 Travel* Estimated cost $ 1,250.00 Total Travel $1,250.00 4. SubcontractoW Subconsultants" Estimated cost Rincor $143,445.00 RAW Architecture $116.592.00 SAE $67,060.00 M K Planners $44.32500 Arellano Associates $73,338.81 SheopardMullin $69.525.00 Total Subcontractors $514,285.81 5 Other direct costs " $3,200.00 6. General 8 Administration Expenses 3 % of item Nos. 4_ ) % Item Nos. 3% 5514.285.81 $15,428.57 Fee $14.917 $698,251.95 TOTAL ESTIMATED COST AND FEE Ilemize -,n OCC; Gage following pNarh are Pr.,;n —H -- Cl f".11 A e„Prnnlrarinw CITY OF LYNWOOD Lynwood Transit Area Strategic Plan t�Li:W February 27, 2014 Fee Schedule TranSystems CONTRACT PRICING PROPOSAL Page 2 of 2 SUPPORTING SCHEDULE ITEM NO. ITEM DESCRIPTION EST. COST (3) 1 Reproducibles $ 3,200.00 2 Travel, mileage S 1.250.00 3 TYPE NAME AND TITLE SIGNATURE NAME OF FIRM DATE OF SUBMISSION CITY OF LYNWOOO Lynwood Transit Area Strategic Plan February 21, 2014 Arellano Associates Transit Area Strategic Plan Outreach Cost Estimate CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 AS OF: February 7, 2014 IATES S 73.338.81 ,: bae Urban Economics Fee Schedule Cloy of Lynwood Lynwood Transit Arta Strategic Plan Subcontractor Pricing Form is MMMM _ - - - - -- Tas, 1 c enerai Bar Adnnn,sVatI- �"ta%%` �""16% M, W ` Nx%x,`N,AMW, -- - - - - -- Ta, Land u:e Re,earch and 4ield,-O '""W &M,OWN %� X`XXN" % % %`N Mill All Nil "4110 0- - - - - -_ lesr .t Iran,u,:rtalwn D.Si4^ """ ` xv 4MWN IQ`14" thXX`1" %" -------_ TasLS Develop Pnh <y Remmmendat�on; \"``x"1`1 ����� „�`�� " ",`�'11����� &N`M I, -'n Pr.,Pa—,nn MW \\\\\\\\\\\\\`\ INNNIN I ���_ - - -- CITY OF LYNWOCD Lynwood Transit Area Strategic Plan February 27, 2014 l� n l r1 11111,1 ` Fee Schedule bae Urban Economics 6,7 Present Draft Specific Plan at Community Open House Workshop k4 6.8 Revise Plan, as necessary 6.9 Produce Final Specific Plan 6.10 Assist City in Plan Adoption aA6suhtofal $4,875.00 52,500.00 S2,470.00 $0.00 50.00 $0,00 $0.00 $9.845.00 7.1 Flnalite EIT c 7.2 Prepare Initial Study/ Prepare and Distribute Notice of Preparation 7.3 Public Scopiog Meeting 7.4 Draft EIR 8 4 0 7.5 Complete Technical Studies for Draft EIR B 4 0 7.6 Circulate Draft EIR 7.7 Public Keating an Draft EIR 7.8 Prepare Final EIR /Repsonses to Written Questions 7.9 Certification of Final EIR Notice of Determination (NOD) I Final EIR Task T Subtotal Total Hours $'a 00 224 $2.000.00 54 $o.o0 1^A $GAO 0 $GAO 0 $0.00 D $0.00 $5 382 Cost 543.680.00 $s3,500.W 59.880AG $D.CO $0.00 $0.06 50.00 567,060.00 ITOTAL CITY OF LYNWOOD Lynwood Transit Area Strategic Plan I ,, ,,, ,�t,lll,, February 27, 2014 Iffs V . Tcrhnrc.0 StaftSupport E I sus�oo >nuo \i\\\ N \X\\%\\\\1\X\N Task 2: Laud Use Research and I ieldwork task 3: Stakeholder Outreach and Community Meetings talk d. Transportat on Design Task G: Transit Oriented oevelopmenr Plar Preparation Tank 7: Community Pian Adopt,00 LRailK'zA' /Fer <RNnvYaY TJNYIp,CKp,!— P—PA I.^p Al9VblM w1-- (1Nni I- sid"co 5111 w 5m Sn90 Sc: uo so oo I Sow Tran Fee Schedule Rincon Consultants CITY OF LYMWOOO Lynwood Transit Area Strategic Plan February 27, 2014 i I I T-11 n Fee Schedule RAW Architecture 6 9 Produce Final Specific Plan .t 6.10 ASW Cit in Plan Adoption ask6SubtoW 513600.00 514,720.00 ${,992.00 WM 5040 50.00 50.00 $3'x,312.00 7 1 Fxtafte EIR Scope 7 2 Prepare Initial Study/ Prepare and Distribute Notice of PreParatmn 7 3 Public Stoping Meeting 2 7 4 Draft EIR 4 8 8 7.5 Comptetc Technical Studies for Draft EIR 4 8 4 7 6 Cwcuble Draft EIR 7 7 Public tfeann on Draft E!R 7 8 Prepare Final UR /Repsonses to Written Questions 7 9 Certification of Final EIR Notice of Determination (NOD) ( final EIR ask 7 SAWN Total Hours $2.000X0 232 S2,%D aD 284 $1.2a= 239 $0.00 0 SO.00 0 50.00 1 0 5040 $5,808.00 0 756 Rust I S46,40000 1 $45 440 00 524 752.00 50.00 SOHO 1 50.00 50.00 $116,592.00 TOTALCOST CITY OF LYNW000 Lynwood Transit Area Strategic Plan t' 1 February 27, 2014 Fee Schedule Sheppard Mullin City of Lynwood Lynvmod Tram Area Strategic Plan Sub cc ntraclor Pridng Forth OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 9 l S n,.w•e. Po�anarl.l � IaMi.14+JNI JSa' ., tounv: tOarcnnsv{ Hu:w:[ kam. ifQa l::a!e rwn;v+ .r !!+ .... - ., fail t Ge,eral Phr, Adrnlmitrattcn . EJ Ei�L'� � i� �f:711E�7�7 Eii€F:L7 TasV 2 Land use Re.ear:b •rd rmldaud. \`�`` ="`X N"W WW4 `mk%�'1`�� m'.�EmE7�F-nm f,:d 3 S•. ,tet,older rutrrn<n and tammnnity A• +zel�ngs \\`"\ 'ISM tIET:i'» f P"71 f1 EL►_:*.. E� 0 r n m i'T' r m lam' 'lasLJ kt` » \1"t\`NN0% tti'�'Y'.a S.:Yaa� 1 11 OREM TasAS Develop P�I,[y Recommendatluns \ &XXXI *h�"� ""�` &V0 %V QV C N +11""� ,q""i tasl l T s,t t7n•nt•d �I _. 1 . Y \�` `�"XO `\'� IS SW 6.1 Prepare Oraft Specific Plan/Prepare Land Use and OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 9 l Fee Schedule Sheppard Mullin 6.7 Present Draft Specific Plan at Community Open House Workshop H4 6.8 Revise Plan. as necessary 6.9 Produce Final Specific Plan 6 10 Assist City In Plan Adoption rask6SubteW $6,750.00 $5.850.00 56.750.00 $4.950.00 $0.00 50100 $0.00 324,300.00 7.1 Finalize EIR Scope 2 2 7.2 Prepare In'tial Study/ Prepare and Distribute Notice of Preparation 7 3 Public Scoping Meeting 7.4 Draft EiR 4 c a 7.5 Complete Technical Studies for Draft EIR 2 2 2 7 6 Circulate Draft EIR 7.7 Public Hear.rig on Draft EIR 7.8 Prepare Final FIRMepSonses to Written Questions 7 9 Certification of Final EIR Notice cf Determination (NOD) / Final EIR 07Subtotal $3,375.00 42 $2,700.00 $31A .00 41 50.00 29 5000 o 50.00 0 $0.00 0 $9.675.00 li45 Cost s.9.n ?5 °G 3t�.3�r.GO 518- 5. ^..SJ >13,050,01) 1 $0.00 1 $C.:,c S000 569.525.00 TOTAL COST CITY OF LYNWOOD Lynwood Transit Area Strategic Plan February 27, 2014 TOO CoW'iVDJ1L0.a Af� NOLLTOU312146 PROJECT SCHEDULE AND BUDGHT Px*&t Tick l.ynweod Tmtt AR 3 5 Pla r, 0 Cum Cay .? I "..—I 0 Note: Existing timeline of Project Schedule may change If determined necessary and approved by MTA in order to maintain consistency and portray accurate timing for project. EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City .harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor's breach of this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant to the extent such failure is due to the fault or breach of Consultant, then Consultant agrees to reimburse City for costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance. A. Consultant shall perform all work to usual and customary professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. The City Manager or his/her designee may from time to time assign additional or different tasks or services to Consultant, provided such tasks are within the scope of services described in Exhibit A. However, no additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A, or those so assigned in writing to Consultant by the City Manager or his/her designee. B. The City shall, until further notice to Consultant, administer this Agreement and provide for immediate supervision of Consultant with respect to the services to be provided hereunder. 3. Indemnification. A. Consultant is skilled in the professional calling necessary to perform the services and Consulting Services Agreement 101344701x.1 Exhibit B 011A duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties. B. To the greatest extent permitted by law, City and its respective elected and appointed boards, officials, officers, and employees (individually and collectively, "Indemnitees ") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless Indemnitees from and against, liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring to the extent caused by the negligent acts, errors or omissions or willful misconduct of Consultant, its agents, officers, directors, subcontractors, subconsultants or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City's negligence or willful acts or omissions. C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to City. 4. Insurance. A. Without limiting Consultant's indemnification of Indemnitees pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below: (i) Commercial General Liability Insurance using Insurance Services Office Commercial General Liability form CG 00 01 or the equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $1,000,000 per occurrence for bodily injury and property damage and no less than $2,000,000 general aggregate, $2,000,000 Products /Completed Operations Aggregate. (ii) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the equivalent. Limits shall be no less than 1,000,000 Consulting Services Agreement Exhibit B 101344701v-1 C��a per accident, combined single limit. If consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described in the preceding subsection. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. (iii) Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident, $1,000,000 policy limit for bodily injury by disease and $1,000,000 each employee for bodily injury by disease. Limits can be met in combination of primary and excess coverages. (iv) Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions or willful misconduct of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability. C. All insurance procured pursuant to these requirements shall be written by insurers that are admitted or authorized carriers in the state of California with a Best's rating of no less than ANII. D. All insurance policies shall provide that the insurance coverage shall not be non - renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to "Risk Manager," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Consultant shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less that one (1) day prior to beginning of performance under this Agreement. F. The Consultant's General Liability and Automobile Liability insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any General Liability insurance or self - insurance maintained by the City, its officers, Consulting Services Agreement 101344701V-2 Exhibit B 141 officials, employees and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant and the cost of such insurance may be deducted, at the option of City, from payments due Consultant. 5. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. Upon payment of Consultant's consideration due hereunder, all reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination for the express purpose for which it was created under this Agreement. Any use or dissemination contrary hereto without the express written consent of Consultant shall be at City's sole risk and liability. Such material shall not be the subject of a copyright application by Consultant. 7. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, director or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant. Consultant's covenant under this section shall survive the termination of this Agreement. 8. Termination for Cause. Should Consultant fail to perform any of the obligations required of Consultant within the time and in the manner provided for under this Agreement within seven (7) days after receipt from City of a written notice of such default, or should Consultant violate any of the terms and conditions of the Agreement, City may terminate this Agreement with cause upon thirty (3 0) days' written notice to Consultant. The effective date of Consulting Services Agreement Exhibit B 101344701v-1 L;� termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City's obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, preserve the product of the services, and turn over to City the product of the services in accordance with written instruction of City. 9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises. 10. Financial Condition. Prior to entering into this Agreement, Consultant has submitted documentation acceptable to the City Manager, establishing that it is financially solvent, such that it can reasonably be expected to perform the services required by this Agreement. Within thirty (30) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement, Consultant shall submit such financial information as may be appropriate to establish to the satisfaction of the City Manager that Consultant is in at least as sound a financial position as was the case prior to entering into this Agreement. Financial information submitted to the City Manager shall be returned to Consultant after review and shall not be retained by City. 11. Non - Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 12. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor Consulting Services Agreement Exhibit B 101344702 v.i '116� the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a written annual administrative performance evaluation shall be required within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 14. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section. 15. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder. 16. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 17. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. Consulting Services Agreement Exhibit B 101344701 v.1 19. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 21. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. 22. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk. 23. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. Consulting Services Agreement Exhibit B 101344701 v.1 OV- AMEN6MENT NUMBER 1 TO THE ASSIGNMENT OF CONTRACT BY AND BETWEEN THE CITY OF LYNWOOD AND MICHAEL R. KODAMA PLANNING CONSULTANTS This Amendment Number 1 ( "Amendment') 'to the Assignment- of Contract ( "Agreement") is made as of April 1:5, 20 1.. and between the City °of Lynwood, a municipal corporation ( "City") and Michael R. Kodama Planning Consultants ( "Consultant °), City and Consultant are sometimes hereinafter individually referred', to as ,a "Party" and ..collectively referred to as the "Parties." RECITALS WHEREAS, on July 30, 2014, TranSystems, Inc. executed an agreement with the City for the purposes of producing the "Lynwood Transit Area Strategic Plan," effective until November 30, 2015. WHEREAS, on December 16, 2014, the City authorized the transfer of its Agreement with TranSystems, Inc. to Michael R. Kodama Planning Consultants, to produce the Lynwood Transit Area Strategic Plan; WHEREAS, on January 2, 2015, Consultant executed an Assignment of Contract to accept the terms of the July 30, 2014 Agreement with TranSystems Inc., for the purpose of producing a regulatory document entitled, the "Lynwood Transit Area Strategic Plan" that supports transit oriented development in the City of Lynwood. WHEREAS, the City and Consultant mutually agree that Michael R. Kodama Planning Consultants will provide all consulting services formerly assigned to TranSystems as set forth in the Assignment of Contract ;and in the Agreement with TranSystems, Inc., effective as of January 2, 2015, and attached hereto as Exhibits A -C, except as modified herein; and WHEREAS, the previously entered into Consulting Services Agreement with TranSystems includes an obsolete fee schedule which requires revisions to accurately reflect the current Consultant, Subconsultants and their respective fees for services during the performance of this Contract; and WHEREAS, Consultant has provided such a revised fee schedule that accurately reflects services required by the Assignment of Contract; and WHEREAS, due to the assignment ofthe project, the previously entered into Consulting Services Agreement with TranSystems includes, an obsolete, termination date which requires extension to accurately reflect the current Consultant time schedule and provide the ability to complete the project by deadline established by LACMTA; and; WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide consulting services to City as set forth in Exhibit B; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: Amendment I Michael R. Kodama Planning Consultants 1. Compensation. A. City agrees to compensate Consultant for services under this Amendment in compliance with the fee schedule set forth in Exhibit B. Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. Each invoice shall include a breakdown of all monthly services performed together with the hours spent on each service and by each Subdonsultant. B. Consultant shall only be reimbursed for those expenses which: (i) appear on Consultant's monthly invoices;(ii) are accompanied by a copy of the City's written authorization for Consultant to incur such expenses; and (iii) receipts documenting such expenses. C. This Amendment does not change the'. original contract amount of $698,252.00. 2. Term of Agreement. This Agreement shall commence on January 2, 2015, (the "Commencement Date ") and shall terminate in eighteen (18) months on July 2, 2016 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. On or before ninety (90) days prior to the Termination Date, this Agreement shall continue on a month -to -month basis under the same terms for a period not to exceed three months following the Termination Date. If the Parties do not amend this existing, or execute a new agreement by the end of the three -month period following the Termination Date, this Agreement shall terminate at the end of such three -month period. 3. Addresses. City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Mr. J. Amoldo Beltran Consultant Michael R. Kodama Planning Consultants 2740 W. Magnolia Blvd., Suite 103 Burbank, CA 91505 Attn: Michael Kodarna (818) 846 -6262 4. Exhibits. All exhibits referred to in this Amendment are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A– Assignment of Contract by and between City and Michael Kodama Planning Consultants [four (4) pages] Exhibit B – Revised Fee Schedule [one (1) page] Exhibit C — Agreement, dated July 30, 2014, with TranSystems, Inc. (including the General Terms and Conditions [48 pages]) Amendment l Michael R. Kodama Planning Consultants 5. Full Force and Effect. Except as expressly modified herein all other provisions of the Assignment of Contract, dated January 2, 2105, shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates written below. CITY OF LYNWOOD J. Arnoldo Beltran, City Manager Date CONSULTANT f By: f Michael R. Kodama : -` -Date ATTEST: APPROVED AS TO FORM: By:`wCv DaMd A. Garcia, C go rney Amendment 1 Michael R. Kodama Planning Consultants .OPt, O •, � Gd L� DATE: TO: AGENDA STAFF REPORT February 2, 2016 Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager (� W PREPARED BY: Gabriela Camacho, City Treasurer Sheila Harding, Deputy City Treasurer SUBJECT: Treasurer's Quarterly Investment Report Recommendation: It is recommended that the City of Lynwood receive and file the attached Quarterly Investment Report. The following information provided in this report highlights the investment activity for the 2nd quarter ending December 31, 2016. Background: Due to the crisis caused by the Orange County investment pool, the State Legislature in 1995 enacted SB564 and SB866. These laws were enacted as State Statutes to impose certain mandates regarding investments with public funds. The statutes have imposed the following mandates: 1. Annual adoption of an Investment Policy that incorporates changes mandated by the State. 2. Quarterly Investment Reports presented to the Legislative Body or Board Members. 3. Restriction on the use of certain investment instruments. The purpose of the Treasurer's report is to update the City Council and the public of the status of the City's cash balances, investments and highlight changes from one period to another. The scope of this report covers the first quarter ending September 2015 for the City. This report includes reconciliation between cash and investment balances, a schedule of all investments, and a report providing information on all investment types, costs, interest rates, maturity dates and current market value. AGENDA IdE The market value of securities fluctuates, depending on how interest rates perform. When interest rates decrease, the market value of the securities in the City's portfolio will likely .increase and when the interest rates increase, the market value of the securities will likely decrease. The City's practice is to buy and hold investments until maturity so changes in the market price do not affect the City's investment principal. Short-term excess cash is primarily invested in the Local Agency Investment Fund (LAIF) administered by the State Treasurer. LAIF is a high quality investment available in terms of safety, liquidity and yield. The City's cash and investment portfolio is sufficiently liquid to meet expected expenditures for the coming six months. The majority of property tax revenues are received from the County in December and April. 'The vast majority of cash held by the City is deposited into the Local Agency Investment Fund and can be withdrawn at any time. There are eight petty cash funds totaling $3,300.00 currently being used by various departments. There are two change funds totaling $640.00; Water Billing $600.00 and Recreation $40.00. The total amount of Non Sufficient Funds (NSF) from customers for the 2nd quarter reporting is $4,649.72 of which, $2,308,90 has been collected. The remaining balance of Non Sufficient Funds for the 2nd quarter outstanding is $2,340.82. The market valuation is provided by FTN Main Street Capital Advisors and all of the investments are in compliance with California Government Code Sections 53600 et seq. and the City's investment policy. Reports prepared by FTN Main Street Capital Advisors are as follows: • Portfolio Summary • Investment Policy Compliance Report • Historical Earnings & Book Rate • Portfolio Summary - Management • Portfolio Details — Investments Report • Inventory by Maturity Report • Credit Rating Report • Interest Earnings Report • Accrued Interest Report • Cash Reconciliation Report • Monthly Economic & Market Update Report Fiscal Impact: The action recommended in this report will not have a fiscal impact on the City. DESCRIPTION INVESTMENTS* CITY OF LYNWOOD QUARTERLY REPORT December 31, 2015 MASTER SUMMARY AVERAGE MARKET PERCENTAGE ( %) DAYS TO VALUE PORTFOLIO MATURITY 25,946,988.38 100% CERTIFICATE OF DEPOSIT /TIME DEPOSIT/ MONEY MARKET /CUSTODY HOLDINGS 3,427,391.88 CHECKING ACCOUNT 6,952,481.01 TOTAL AVERAGES $ 10,379,872.89 TOTAL INVESTMENTS & AVERAGES briela Camacho v Treasurer *See Report Prepared by Main Street Capital Advisors December 2015 $ 36,326,861.27 I certify that this report accurately reflects all pooled investment policy statements adopted by the City Council on August 15, 1995. A copy of this policy is available at the office of the City Clerk. The Investment Program herein shown provides sufficient cash flow liquidy to meet 3 to 6 months estimated expenditures. CITY OF LYNWOOD QUARTERLY REPORT 31- Dec -15 PORTFOLIO SUMMARY PAR MARKET BOOK INVESTMENTS VALUE VALUE VALUE *Money Market Funds $ 28,184.85 $ 28,184.85 $ 28,184.85 LAIF $ 15,561,022.58 $ 15,561,022.58 $ 15,561,022.58 Corporate Notes $ 1,500,000.00 $ 1,499,352.50 $ 1,500,191.94 Federal Agency $ 2,000,000.00 $ 1,998,515.00 $ 1,998,141.52 Treasury Coupon Securities $ 1,000,000.00 $ 997,440.00 $ 992,403.61 Federal Agency - Callable $ 500,000.00 $ 497,645.00 $ 499,932.75 CD -FDIC $ 5,347,000.00 $ 5,364,828.45 $ 5,345,253.09 TOTAL $ 25,936,207.43 $ 25,946,988.38 $ 25,925,130.34 *Money Market Fund held at Goldman Sach Schedule of City Cash & Investments: This schedule provides information on the cash and investments managed by the City. Time Deposit /MM /Certificate of Deposit Balance Maturity Date Interest JP Morgan Chase (Section 108) $ 123,685.60 N/A $ 3.14 JP Morgan Chase - Money Market Account $ 1,858,118.48 N/A $ 47.23 JP Morgan Chase - Parking Enforcement $ 1,301,039.18 N/A $ 33.00 US BANK - CD $ 81,921.79 March -14 N/A US Bank - Fagade Improvement $ 58,089.34 N/A $ 0.24 US Bank - City of Lynwood $ 4,537.49 N/A $ 0.18 TOTAL $ 3,427,391.88 $ 83.79 Corporate Checking Accounts Balance General Account $ 3,211,728.65 US Bank - City HCDA $ 33,454.79 US Bank - City Home Program $ 34,144.00 US Bank - Economic Development $ 77,565.92 US Bank - Housing Authority A $ 6,772.17 US Bank - Housing Authority B $ 18,000.09 US Bank - Lyn Tr. Center Unf Wrkr $ 2,791.24 US Bank - City of Lynwood $ 49,028.48 US Bank - RORF Successor Agency $ 745,048.46 US Bank - Taxable Tabs Housing Proj. $ 1,834,809.45 US Bank - US Dept. of HUD /Section 108 $ 170,048.96 US Bank - Lynwood Disaster Relief Fund $ 5,000.00 US Bank - Settlement Remittance Fund $ 764,088.80 TOTAL $ 6,952,481.01 December 2015 CITY OF LYNWOOD QUARTERLY INVESTMENT REPORT December 31, 2015 Schedule of City Cash & Investments: This schedule provides information on the cash and investments managed by the City. Money Market /Certificate of Deposit (CD) JP Morgan Chase - Section 108 MMA JP Morgan Chase - Money Market Account JP Morgan Chase - Parking Enforcement US Bank - Certificate of Deposit US Bank - Fagade Improvement US Bank - City of Lynwood Total Demand Deposits General Account US Bank - Economic Development US Bank - Housing Authority A US Bank - Housing Authority B US Bank - City HCDA US Bank - City Home Program US Bank - Taxable Tabs US Bank - Lyn Tr. Center Unf Wrkr US Bank - Money Market Account US Bank - US Dept. of HUD /Section 108 US Bank - RORF Successor Agency US Bank - Lynwood Disaster Relief Fund US Bank - Settlement Remittance Fund Total $ $ 3,211,728.65 $ 77,565.92 $ 6,772.17 $ 18,000.09 $ 33,454.79 $ 34,144.00 $ 1,834,809.45 $ 2,791.24 $ 49,028.48 $ 170,048.96 $ 745,048.46 $ 5,000.00 $ 764,088.80 $ 6,952,481.01 Money Market Fund - A Money Market fund is a type of mutual fund that invest in short term debt securities of agenies of the U.S. Government, banks, corporations and U.S. Treasury Bills. Some advantages of a money market fund over savings and CDs are high liquidity, low risk, and competive yields. The City currently has a total of five MMA accounts within the City's investment portfolio. Certificate of Deposit - A Certificate of Deposit or CD, is a time deposit. They are similar to savings accounts in that they are insured and relatively risk free. They are different from savings accounts in that they usually are for a fixed term and a fixed interest roe. CDs are inteded to be held until maturity, at which time, the money may be withdrawn together with the accrued interest. The City currently has one CD within the City's investment portfolio Demand Deposits - Also known as "cash in the bank", this is the balance of the City's checking account with US Bank, from which virtually all obligations are paid. Quarterly Interest Credit Balance Interest F/Y to Date $ 123,685.60 $ 3.14 $ 6.18 $ 1,858,118.48 $ 47.23 $ 92.94 $ 1,301,039.18 $ 33.00 $ 63.34 $ 81,921.79 N/A $ 20.44 58,089.34 $ 0.24 $ 0.47 $ 4,537.49 $ 0.18 $ 0.18 $ 3,427,391.88 $ 83.79 $ 183.55 $ 3,211,728.65 $ 77,565.92 $ 6,772.17 $ 18,000.09 $ 33,454.79 $ 34,144.00 $ 1,834,809.45 $ 2,791.24 $ 49,028.48 $ 170,048.96 $ 745,048.46 $ 5,000.00 $ 764,088.80 $ 6,952,481.01 Money Market Fund - A Money Market fund is a type of mutual fund that invest in short term debt securities of agenies of the U.S. Government, banks, corporations and U.S. Treasury Bills. Some advantages of a money market fund over savings and CDs are high liquidity, low risk, and competive yields. The City currently has a total of five MMA accounts within the City's investment portfolio. Certificate of Deposit - A Certificate of Deposit or CD, is a time deposit. They are similar to savings accounts in that they are insured and relatively risk free. They are different from savings accounts in that they usually are for a fixed term and a fixed interest roe. CDs are inteded to be held until maturity, at which time, the money may be withdrawn together with the accrued interest. The City currently has one CD within the City's investment portfolio Demand Deposits - Also known as "cash in the bank", this is the balance of the City's checking account with US Bank, from which virtually all obligations are paid. CITY OF LYNWOOD QUARTERLY REPORT December 31, 2015 LAIF Daily .35% Quarterly .33% Interest Date Issuer Investment Balance Received Received State of California LAIF $ 15,561,022.58 18,703.49 15- Oct -15 Local Agency Investment Fund (LAIF): The Local Agency Investment Fund is managed by the State Treasurer's Office Investment Division through the Pooled Money Investment Account (PIMA). The LAIF allows cities, counties and special districts to place money in a major portfolio and to use the expertise of their Investment Division staff, with no additional cost to taxpayers. Participating agencies can withdraw their funds from the LAIF at any time. The State Treasurer invests money safely and prudently while minimizing the service costs and maximizing the service costs and maximizing the investment yields. These investments help manage cash flow and enhance financial security. The interest earned from the LAIF is distribued quarterly. (See Chart Below) Pooled Money Investment Account Portfolio Composition 65.6 Billion 9/30/2015 49.90% Treasuries 0.11 Mortgages 14.55% Agencies CDs /BNs 17.67% Time Deposits 8.66% Now Account 0.00% Commercial Paper 3.64% Corporate Bond: 0.00% Loans ' 547% ,. -,-- -- 0 !tuber 2015 0.2 0.4 0.6 0.8 1 1 Large Checks Issued and Cleared 2nd Quarter 181600 BANNAOUN ENGINEERS CONST. CORP. 181627 C.S. LEGACY CONSTRUCTION, INC. 181653 FIRE DEPARTMENT OF LOS ANGELES 181677 L.A. COUNTY SHERIFF DEPT. 181740 WASTE RESOURCES, INC. 181753 WATER REPLENISHMENT DISTRICT OF SO. CA. 181837 LOS ANGELES COUNTY FIRE DEPARTMENT OCT. TOTAL 181945 WATER REPLENISHMENT DISTRICT OF SOUTHERN 181949 C.S. LEGACY CONSTRUCTION, INC. 181951 MV TRANSPORTATION 181996 L.A. COUNTY SHERIFF DEPT. 182037 WASTE RESOURCES, INC. 182041 WELLS FARGO BANK 182220 THE BANK OF NEW YORK MELLON 182231 ALL AMERICAN ASPHALT 182253 LOS ANGELES COUNTY FIRE DEPT. NOV. TOTAL ' T 194,070.31 Pre -Paid 228,205.29 483,948.88 855, 848.99 145, 014.01 134,509.90 Pre -Paid 485,411.80 2,527,009.18 139,935.01 Pre -Paid 737,978.93 Pre -Paid 153,725.16 Pre -Paid 780,997.24 119, 769.36 105,402.38 451,116.66 Pre -Paid 130,044.94 482,485.98 182298 WATER REPLENISHMENT DISTRICT OF SOUTHERN CA 124,788.85 Pre -Paid 182320 L.A. COUNTY SHERIFF DEPT. 763,452.10 182336 C.S. LEGACY CONSTRUCTION, INC. 661,427.66 Pre -Paid 182461 WASTE RESOURCES, INC. 153,909.73 182476 WATER REPLENISHMENT DISTRICT OF SO. CA. 122,505.04 Pre -Paid 182493 LOS ANGELES COUNTY FIRE DEPARTMENT 486,083.26 °DEC. TOTAL _ __ _ -- 2,312,166.64 CITY OF LYNWOOD QUARTERLY REPORT 31- Dec -15 BALANCES PER MONTH 2015 BALANCES PER STATEMENT DEMAND DEPOSIT ACCOUNTS Accounts Jan - Mar Apr-June July - Sept Oct - Dec Investments Managed by Main Street $ 31,363,424.65 $ 35,385,388.97 $ 30,158,599.30 $ 25,946,988.38 Cash & Investments $ 14,441,956.33 11,053,580.37 $ 9,816,916.03 $ 10,379,872.89 Per Treasurer's Reports $ 45,805,380.98 $ 46,438,969.34 $ 39,975,515.33 $ 36,326,861.27 BALANCES PER STATEMENT DEMAND DEPOSIT ACCOUNTS Accounts Oct -15 Balances per Statement Beginning Credits Debits Ending US Bank - General Account* $ 1,805,986.57 $ 4,008,885.18 $ 4,975,450.55 $ 839,421.20 *Local Agency Investment Fund $ 19,742,319.09 $ 18,703.49 $ 1,200,000.00 $ 18,561,022.58 US Bank - Economic Development $ 76,511.90 0.00 0.00 $ 76,511.90 US Bank - RORF - Successor Agency $ 1,652,354.03 $ - $ 243,337.52 $ 1,409,016.51 Accounts Nov -15 Balances per Statement Beginning Credits Debits Ending US Bank - General Account* $ 839,421.20 $ 6,228,040.37 $ 4,113,993.24 $ 2,953,468.33 *Local Agency Investment Fund $ 18,561,022.58 $ 2,000,000.00 $ 16,561,022.58 US Bank - Economic Development $ 76,511.90 $ - $ - $ 76,511.90 US Bank - RORF - Successor Agency $ 1,409,016.51 $ 2,581.35 $ 3,993.75 $ 1,407,604.11 Accounts Dec -15 Balances per Statement Beginning Credits Debits Ending US Bank - General Account $ 2,953,468.33 $ 6,158,670.13 $ 5,900,409.81 $ 3,211,728.65 *Local Agency Investment Fund $ 16,561,022.58 $ 1,000,000.00 $ 15,561,022.58 US Bank - Economic Development $ 76,511.90 $ 1,054.02 $ - $ 77,565.92 US Bank - RORF - Successor Agency $ 1,407,604.11 $ 2,945.24 $ 665,500.89 $ 745,048.46 *Funds transferred from LAIF account to the general account to cover expenditures CITY OF LYNWOOD BOND REPORT 31- Dec -15 PURCHASE PAR MARKET TRUSTEE ACCOUNTS DATE VALUE VALUE Lynwood Utility Authority May -09 $9,755,000.00 3,718,662.88 Enterprise Refunding Revenue Bond, 2008 Series A BNY Trust Company Lynwood Untility Authority Nov -08 $5,732,000.00 573,500.00 Enterprise Revenue Bond 2009 Series A BNY Trust Company Lynwood Public Finance Authority Lease Revenue Bond, Civic Center Series 2010A Aug -10 $9,000,000.00 5,132,784.84 US Bank Corporate Trust Services Lynwood Redevelopment Agency Mar -11 $18,480,000.00 18,487,445.41 Tax Allocation Bonds, Series 2011, Series A Fiscal Agent Activities US Bank Corporate Trust Services Lynwood Redevelopment Agency Mar -11 $5,660,000.00 554,688.34 Tax Allocation Bonds, Series 2011, Series B Fiscal Agent Activities US Bank Corporate Trust Services Lynwood Public Financing Authority Aug -03 $8,630,000.00 1,397,406.75 Lease Revenue Refunding Bonds 2003 A US Bank Coporate Trust Services December 2015 ��V Portfolio Summary ��^. m^m 12/31/2015 City ofLynwood SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (MOODY'S) CD-FDIC 60% mmFul ACCOUNT SUMMARY 9 1 9.1410YA I 12/31/15 11/30/15- Market Value $25946,908 $26964662 Book Value $25925130 $26918,340 Variance $21'858 $46'322 Par Value $25936207 $26927'942 Net Asset Value $100.084 $100.172 Purchase Yield 0.73% 0.69% Years to Maturity 0.71 0.70 Effective Duration 0.67 0.63 *Book Value /,Amortized -14.9% _1 3.4% 10& 1 ": [% 0-1Y 1-2Y 2-3Y 34Y 4-5Y MONTH-END PO OBC)OKY|ELD ----------------- ----------- -'------- 1.30% -' 1.20% [10% 1.00% &90% 0.80% 070% 0.60% 0.50% 0.40% mmmm��m�mmm2 � u a� � �� �� �� v 0 m ������ �muZo � � P4 0.0% | / NR-FDIC i ODs {% 25% 50% 75% --'------------' -'-'---------'- TOP ISSUERS l Issuer %Port6,|io LAIF 60.0% FNMA 5.8% FHLK4C 3.9% U.S. Treasury 3.8% John Deere 1.0% Pfizer Inc 1.0% US Bank 1.0% BMW Bank 1.0% General Electric Bank 1.0% Caterpillar 1.0% Wells Fargo & Company 1.0% Toyota Motor Credit Corp. 1.0& Ally Bank 1.0% American Express Centurion 1.0% | American Express BkF5B 1.0% I Per Book Value �.y FTN FINANCIAL. Investment Policy Compliance MAINS "I'RF:(:1' AnvisoR% 12/31/2015 City of Lynwood Item / Sector Parameters In Compliance Weighted Average Maturity Weighted Average Maturity (WAM) must be less than 3.0 years Yes: 0.71 Yrs Liquidity At least 30% of the portfolio must have maturities of 1 year or less Yes: 68.8% U.S. Treasuries No sector limit, no issuer limit, maximum maturity 5 years Yes: 3.8% U.S. Federal Agencies 50% sector limit, no issuer limit (FHLB, FFCB, FNMA, FHLMC), maximum maturity 5 years Yes: 9.6% Negotiable Certificates of Deposit 30% sector limit, issuer limit no greater than FDIC insured limit (currently $250,000), max maturity 5 years, Yes: 20.6% issued by national /state charter banks or savings and loan associations Non - Negotiable Certificates of 25% sector limit, no issuer limit, issued by national /state charter banks or savings and loan associations, Yes: 0.0% Deposit collateralized according to State Code Commercial Paper 25% sector limit, 2% per issuer, maximum maturity 270 days, rated A -1 S &P or P -1 Moody's, issued by a o Yes: 0.0% domestic corporation w/ at least $500 million of assets and A- (S &P) or A3 ( Moody's) long term debt LAIF No sector limit, issuer limit is $40 million Yes: $15.6 (Million) 30% sectors limit, 2% issuer limit (includes CP in aggregate), maximum maturity 5 years, rated at least A Yes: 5.8% Corporate Medium Term Notes by S &P or A2 by Moody's Money Market Mutual Funds Sector limit 20 %, issuer limit 10 %, Aaa (S &P) and AAA ( Moody's)* Yes: 0.1% Collateralized Bank Deposits No sector limit, collateralized according to State Code Yes: 0.0% *MMF are not included in the Investment Policy, but are allowed persuant to State Code with the provisions listed above Securities' market values are derived from the Entity's custodian. FTN FINANCIAL.. Historical Book Values ® MAIN S'I'RI-11- i- ADvISOR5 12/31/2015 City of Lynwood $39 $37 $35 $33 $31 c 0 $29 $27 $25 $23 $21 $19 $17 $15 O O O N N N N N N M M M M M M d" V d' V V Ln Ln LO N L" Ln O 'D O O fu 0 C 6 >I6 n N N 00 cZ Z ) > cn Z --) � 2 cn Z cn Z cn Z Figures in Millions, Average Daily Balance Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Fiscal Year 2011 $29.4 $24.9 $22.7 $21.6 $20.4 $19.8 $20.2 $22.7 $23.1 $22.1 $19.4 $23.9 Fiscal Year 2012 $27.2 $26.8 $26.0 $24.3 $22.1 $20.9 $21.7 $21.4 $21.4 $22.2 $24.9 $26.4 Fiscal Year 2013 $26.4 $25.2 $24.4 $23.3 $21.8 $20.7 $20.4 $24.7 $25.0 $25.3 $27.3 $29.1 Fiscal Year 2014 $27.6 $25.6 $25.6 $25.6 $25.6 $23.6 $25.8 $27.4 $26.1 $26.2 $26.2 $31.0 Fiscal Year 2015 $32.2 $32.1 $31.1 $29.2 $27.6 $27.2 $27.3 $30.0 $31.3 $31.3 1 $32.1 1 $35.3 Fiscal Year 2016 $35.3 $34.0 1 $31.2 1 $29.9 $27.3 $26.9 Figures in Millions, Average Daily Balance Lynwood - Portfolio Management Portfolio Management Portfolio Summary December 31, 2016 Reporting period 1Z,'01l)2015-12rJ112O15 Portfolio LYNW Data Updated: SET PMM.- 0111412016 08:33 AP Run Date: a m4r2aio -oam PM(PRF_PM)7.3.0 Report Ver. 7.3.6 Far Market So k % of Days to YTM YTM Investments Value Value Value Portfolio Term Maturity 360 Equiv- 365 Equiv- Money Market Funds 28,184.85 28.184-85 28,184.85 0.11 1 1 0.178 0.180 LAIF 15.501,022.58 15,561.022.59 15,5$1,022.58 0.02 1 1 0.395 OAOO Corporate Notes 1.801). 0,DO.00 1.499,352-50 1,51x0.191.94 5-79 983 651 1.347 1-3136 Federal Agency 2.000, 000.00 1,998.515-110 1.998.141.52 7.71 1,360 650 1.050 1-070 Treasury Coupon Securities 1,01110. HOLD 997,440-110 9132.403.61 3.83 1,601 027 1.3913 1.9{)9 Federal Agency Callable 5111I.01)0.00 497.645-911 499,032.75 1.93 1.826 817 1.110 1-131 CD-FDIC 5,347,900.00 5,364,828-46 6,346,253.09 20.52 1,029 572 1.209 1-226 25,936,207.43 25,946,988.38 25,925,130.34 100.00% 471 258 0.720 0.730 Investments Total Earnings December 31 Month Ending Fiscal Year To Date Current Year 15,678-89 109,283.31 Average Daily Balance 26,244,605.73 30,687.051.94 Effective Rate of Retum 0.70% 0.71% 1-14-16 FTN Mandall Main Strdet ACIVI�YGVL, Rick Phillips Reporting period 1Z,'01l)2015-12rJ112O15 Portfolio LYNW Data Updated: SET PMM.- 0111412016 08:33 AP Run Date: a m4r2aio -oam PM(PRF_PM)7.3.0 Report Ver. 7.3.6 Lynwood - Portfolio Management Portfolio Management Page 1 Portfolio Details - Investments Decem be 31, 2015 Average Purchase Stated YTM Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 365 Moody's S&P Date Money Market Funds 9000 10011 Goldman Sach Govt MMF 28,184.85 28,184.85 28,184.85 0.180 0.180 Aaa AAA Subtotal and Average 137,601.59 28,184.85 28,184.85 28,184.85 0.180 LAIF 9001 10000 LAIF 15,561,022.58 15,561,022.58 15,561,022.58 0.400 0.400 Subtotal and Average 15,883,603.23 15,561,022.58 15,561,022.58 15,561,022.58 0.400 Corporate Notes 14912L6D8 10074 Caterpillar 08/2012014 250,000.00 249,105.00 249,931.93 1.250 1.267 A2 A 08/18/2017 24422ERN1 10086 John Deere 12/29/2014 250,000.00 250,395.00 250,562.95 1.400 1.210 A2 A 03/15/2017 717081DG5 10095 Pfizer Inc 07/21/2015 250,000.00 249,645.00 250,059.27 1.500 1.490 Al AA 06/15/2018 89233P7EO 10103 Toyota Motor Credit Corp. 12/23/2015 250,000.00 250,507.50 249,740.35 1.375 1.427 Aa3 AA- 01/10/2018 90331HMH3 10080 US Bank 09/12/2014 250,000.00 249,985.00 250,021.20 1.375 1.370 Al AA- 09111/2017 94974BGBO 10078 Wells Fargo 6 Company 09/09/2014 250,000.00 249,715.00 249,876.24 1.400 1.430 A2 A 09/08/2017 Subtotal and Average 1,387,890.12 1,500,000.00 1,499,352.50 1,500,191.94 1.366 Federal Agency 3137EADS5 10061 FHLMC 08/29/2013 500,000.00 500,370.00 499,556.00 0.875 0.990 Aaa AA+ 10/14/2016 3134G6YC1 10089 FHLMC 04/27/2015 500,000.00 497,785.00 500,185.89 0.670 0.644 Aaa AA+ 05/30/2017 3135GOTGB 10057 FNMA 02/19/2013 500,000.00 496,720.00 498,739.04 0.875 0.998 Aaa AA+ 02/0812018 3135GOYT4 10067 FNMA 03112/2014 500,000.00 503,640.00 499,660.59 1.625 1.649 Aaa AA+ 11/27/2018 Subtotal and Average 1,998,096.72 2,000,000.00 1,998,515.00 1,998,141.52 1.070 Treasury Coupon Securities 912828UA6 10066 U.S. Treasury 01/30/2014 500,000.00 495,860.00 495,367.96 0.625 1.121 Aaa AA+ 11130/2017 91282BC24 10068 U.S. Treasury 03/24/2014 500,000.00 501,580.00 497,035.65 1.500 1.696 Aaa AA+ 02/28/2019 Subtotal and Average 992,265.67 1,000,000.00 997,440.00 992,403.61 1.409 Federal Agency Callable 3135GOWA7 10058 FNMA 03/28/2013 500,000.00 497,645.00 499,932.75 1.125 1.131 Aaa AA+ 03/28/2018 Subtotal and Average 499,931.58 500,000.00 497,645.00 499,932.75 1.131 CD -FDIC 20033AJL1 10083 Comenity Capital Bank 11/28/2014 248,000.00 250,697.17 247,744.51 1.700 1.744 05/25/2018 02006LFB4 10071 Ally Bank 06/11/2014 248,000.00 247,743.44 248,000.00 1.100 1.100 06/12/2017 Portfolio LYNW Data Updated: SET_PMM: 01/14/2016 08:33 AP Run Date: 01/14/2016 - 08:33 PM (PRF_PM2) 7.3.0 Report Ver. 7.3.5 Lynwood - Portfolio Management Portfolio Management Portfolio Details - Investments December 31, 2015 Page 2 Portfolio LYNW Data Updated: SET PMM: 01/14/2016 08:33 AP Run Date: 01/1412016 - 08:33 PM (PRF_P102) 7.3.0 Average Purchase Stated YTM Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 365 Moody's S &P Date CD -FDIC 02587DZM3 10090 American Express Centurion 07/01/2015 248,000.00 250,241.36 248,000.00 1.650 1.421 07/02/2018 02587CCR9 10082 American Express Bk FSB 11/13/2014 248,000.00 253,574.52 248,000.00 2.150 2.151 11/13/2019 06740KGZ4 10072 Barclays Bank 07/03/2014 245,000.00 244,925.88 244,818.37 1.150 1.200 07/03/2017 20451PNK8 10097 Compass Bank 08/31/2015 248,000.00 249,573.94 248,000.00 1.500 1.500 03/01/2018 05573J5W0 10100 BMO Harris Bank NA 10/21/2015 248,000.00 247,692.11 248,000.00 1.100 1.100 10/23/2017 05580ABC7 10087 BMW Bank 01/23/2015 250,000.00 249,263.13 250,000.00 0.900 0.901 01/23/2017 06279HBJ1 10099 Bank of India 10/08/2015 248,000.00 247,999.98 248,000.00 0.400 0.400 01/06/2016 14042RAQ4 10098 Capital One NA 10/08/2015 248,000.00 250,064.77 247,665.98 1.650 1.700 10/09/2018 17284CBW3 10059 Cit Bank 04/1712013 150,000.00 149,468.47 150,000.00 0.900 0.901 04/17/2017 140420RAO 10084 Capital One Bank 11/26/2014 248,000.00 248,085.57 248,000.00 1.050 1.051 11/28/2016 2546714QO 10075 Discover Bank 08/21/2014 245,000.00 247,841.33 244,688.44 1.750 1.802 08/20/2018 29976DNQ9 10050 Everbank 09/1912012 245,000.00 245,021.51 245,000.00 0.900 0.901 09/14/2016 3616OXG27 10037 General Electric Bank 06/29/2012 250,000.00 250,776.39 250,000.00 1.350 1.351 06/29/2016 38148JQBO 10088 Goldman Sachs Bank 04/08/2015 248,000.00 247,851.51 248,000.00 1.200 1.207 04/09/2018 59013,16134 10077 Merick Bank 08/29/2014 248,000.00 248,011.62 248,000.00 0.850 0.851 08/29/2016 700654AUO 10079 Park National Bank 09/22/2014 248,000.00 248,023.43 247,955.37 0.900 0.927 09/19/2016 856284Y73 10073 State Bank of India 08/01/2014 245,000.00 245,115.32 244,808.93 1.200 1.252 07/31/2017 795450PA7 10044 Salllie Mae Bank 08/22/2012 245,000.00 247,134.72 245,000.00 1.700 1.701 08/22/2017 05968VJT8 10102 Bancorp Bank 11/13/2015 248,000.00 248,029.53 248,000.00 0.500 0.500 02/1212016 98970T5Y8 10101 Zions First Nat! Bank 11/03/2015 248,000.00 247,692.75 247,571.49 1.100 1.197 11/01/2017 Subtotal and Average 5,345,216.82 5,347,000.00 5,364,828.45 5,345,253.09 1.226 Total and Average 26,244,605.73 25,936,207.43 25,946,988.38 25,925,130.34 0.730 Portfolio LYNW Data Updated: SET PMM: 01/14/2016 08:33 AP Run Date: 01/1412016 - 08:33 PM (PRF_P102) 7.3.0 Lynwood - Maturity Report Inventory by Maturity Report December 31, 2016 Portfolio LYNW Data Updated: SET _MAT: 01/14/2016 08:47 AP Run Date: 01/14/2016 - 08:47 IM (PRF_IM) 7.1.1 Report Ver. 7.3.5 Sec. Purchase Book Current Maturity Maturity Total Par YTM Days to CUSIP Investment# Fund Type Issuer Date Value Rate Date Amount Days Value 360 365 Maturity 9001 10000 LYNL PA2 LAIF 07/01/2015 15,561,022.58 0.400 15,561,022.58 1 15,561,022.58 0.395 0.400 1 9000 10011 LYN PA1 Goldman Sach Govt MMF 07101/2015 28,184.85 0.180 28,184.85 1 28,184.85 0.178 0.180 1 06279HBJ1 10099 LYN MC2 Bank of India 10/08/2015 248,000.00 0.400 01/06/2016 248,244.60 90 248,000.00 0.395 0.400 5 05968VJT8 10102 LYN MC2 Bancorp Bank 11/13/2015 248,000.00 0.500 02/12/2016 248,000.00 91 248,000.00 0.493 0.500 42 3616OXG27 10037 LYN MC2 General Electric Bank 06/29/2012 250,000.00 1.350 06/29/2016 250,000.00 1,461 250,000.00 1.332 1.351 180 59013JBB4 10077 LYN MC2 Merick Bank 08/29/2014 248,000.00 0.850 08/29/2016 248,000.00 731 248,000.00 0.840 0.851 241 29976DNQ9 10050 LYN MC2 Everbank 09/19/2012 245,000.00 0.900 09/14/2016 245,000.00 1,456 245,000.00 0.888 0.901 257 700654AUO 10079 LYN MC2 Park National Bank 09/22/2014 247,955.37 0.900 09/19/2016 248,000.00 728 248,000.00 0.914 0.927 262 3137EADS5 10061 LYN FAC FHLMC 08/29/2013 499,556.00 0.875 10/14/2016 500,000.00 1,142 500,000.00 0.976 0.990 287 140420RAO 10084 LYN MC2 Capital One Bank 11/26/2014 248,000.00 1.050 11/28/2016 248,000.00 733 248,000.00 1.037 1.051 332 05580ABC7 10087 LYN MC2 BMW Bank 01/23/2015 250,000.00 0.900 01/23/2017 250,000.00 731 250,000.00 0.889 0.901 388 24422ERN1 10086 LYN MTN John Deere 12/29/2014 250,562.95 1.400 03/15/2017 250,000.00 807 250,000.00 1.193 1.210 439 17284CBW3 10059 LYN MC2 Cit Bank 04/17/2013 150,000.00 0.900 04/17/2017 150,000.00 1,461 150,000.00 0.888 0.901 472 3134G6YC1 10089 LYN FAC FHLMC 04/27/2015 500,185.89 0.670 05/30/2017 500,000.00 764 500,000.00 0.635 0.644 515 02006LFB4 10071 LYN MC2 Ally Bank 06/11/2014 248,000.00 1.100 06/12/2017 248,000.00 1,097 248,000.00 1.085 1.100 528 06740KGZ4 10072 LYN MC2 Barclays Bank 07/03/2014 244,818.37 1.150 07/03/2017 245,000.00 1,096 245,000.00 1.184 1.200 549 856284Y73 10073 LYN MC2 State Bank of India 08/01/2014 244,808.93 1.200 07/31/2017 245,000.00 1,095 245,000.00 1.234 1.252 577 149121-6/)8 10074 LYN MTN Caterpillar 08/20/2014 249,931.93 1.250 08/18/2017 250,000.00 1,094 250,000.00 1.250 1.267 595 795450PA7 10044 LYN MC2 Salllie Mae Bank 08/22/2012 245,000.00 1.700 08/22/2017 245,000.00 1,826 245,000.00 1.678 1.701 599 94974BGBO 10078 LYN MTN Wells Fargo & Company 09/09/2014 249,876.24 1.400 09/08/2017 250,000.00 1,095 250,000.00 1.411 1.430 616 90331HMH3 10080 LYN MTN US Bank 09/12/2014 250,021.20 1.375 09/11/2017 250,000.00 1,095 250,000.00 1.351 1.370 619 05573J5WO 10100 LYN MC2 BMO Harris Bank NA 10/21/2015 248,000.00 1.100 10/23/2017 248,000.00 733 248,000.00 1.085 1.100 661 9897OT5Y8 10101 LYN MC2 Zions First Natl Bank 11/03/2015 247,571.49 1.100 11/01/2017 248,000.00 729 248,000.00 1.181 1.197 670 912828UA6 10066 LYN TRC U.S. Treasury 01/30/2014 495,367.96 0.625 11/30/2017 500,000.00 1,400 500,000.00 1.106 1.121 699 89233P7EO 10103 LYN MTN Toyota Motor Credit Corp. 12/23/2015 249,740.35 1.375 01/10/2018 250,000.00 749 250,000.00 1.408 1.427 740 3135GOTG8 10057 LYN FAC FNMA 02/19/2013 498,739.04 0.875 02/08/2018 500,000.00 1,815 500,000.00 0.985 0.998 769 20451PNK8 10097 LYN MC2 Compass Bank 08/31/2015 248,000.00 1.500 03/01/2018 248,000.00 913 248,000.00 1.479 1.500 790 3135GOWA7 10058 LYN MCI FNMA 03/28/2013 499,932.75 1.125 03/28/2018 500,000.00 1,826 500,000.00 1.116 1.131 817 38148JQBO 10088 LYN MC2 Goldman Sachs Bank 04/08/2015 248,000.00 1.200 04/09/2018 248,000.00 1,097 248,000.00 1.191 1.207 829 20033AJL1 10083 LYN MC2 Comenity Capital Bank 11/28/2014 247,744.51 1.700 05/25/2018 248,000.00 1,274 248,000.00 1.720 1.744 875 717081DG5 10095 LYN MTN Pfizer Inc 07/21/2015 250,059.27 1.500 06/1512018 250,000.00 1,060 250,000.00 1.469 1.490 896 02587DZM3 10090 LYN MC2 American Express Centurion07 /01/2015 248,000.00 1.650 07/02/2018 248,000.00 1,097 248,000.00 1.401 1.421 913 2546714QO 10075 LYN MC2 Discover Bank 08/21/2014 244,688.44 1.750 08/20/2018 245,000.00 1,460 245,000.00 1.777 1.802 962 14042RAQ4 10098 LYN MC2 Capital One NA 10/08/2015 247,665.98 1.650 10/09/2018 248,000.00 1,097 248,000.00 1.677 1.700 1,012 3135GOYT4 10067 LYN FAC FNMA 03/12/2014 499,660.59 1.625 11/27/2018 500,000.00 1,721 500,000.00 1.627 1.649 1,061 Portfolio LYNW Data Updated: SET _MAT: 01/14/2016 08:47 AP Run Date: 01/14/2016 - 08:47 IM (PRF_IM) 7.1.1 Report Ver. 7.3.5 Lynwood - Maturity Report Inventory by Maturity Report Page 2 Sec. Purchase Book Current Maturity Maturity Total Par YTM Days to CUSIP Investment # Fund Type Issuer Date Value Rate Date Amount Days Value 360 365 Maturity 912828C24 10068 LYN TRC U.S. Treasury 03/24/2014 497,035.65 1.500 02/28/2019 500,000.00 1,802 500,000.00 1.673 1.696 1,154 02587CCR9 10082 LYN MC2 American Express Bk FSB 11/13/2014 248,000.00 2.150 11/13/2019 248,000.00 1,826 248,000.00 2.122 2.151 1,412 Subtotal and Average 25,925,130.34 25,936,452.03 25,936,207.43 0.720 0.730 258 Net Maturities and Average 25,925,130.34 25,936,452.03 25,936,207.43 0.720 0.730 258 Portfolio LYNW Data Updated: SET _MAT: 01/14/2016 08:47 AP Run Date: 01/14/2016 - 08:47 IM (PRF_IM) 7.1.1 Report Ver. 7.3.6 Lynwood - Credit Rating Credit Rating Report December 31, 2015 Sorted by Moody's - Investment Number Investment# Issuer Security# Purchase Principal Book Value Market Value Moody's Rating S&P Rating Purchase Date Maturity Date Days To Maturity Stated Rate YTM % of Total 10011 GSGF 9000 28,184.85 28,184.85 28,184.85 Aaa AAA 07/01/2015 1 0.180 0.180 0.11 10057 FNMA 3135GOTG8 497,020.00 498,739.04 496,720.00 Aaa AA+ 02/19/2013 02108/2018 769 0.875 0.998 1.92 10058 FNMA 3135GOWA7 499,850.00 499,932.75 497,645.00 Aaa AA+ 03/28/2013 03128/2018 817 1.125 1.131 1.93 10061 FHLMC 3137EADS5 498,235.00 499,556.00 500,370.00 Aaa AA+ 08/29/2013 10/14/2016 287 0.875 0.990 1.93 10066 USTR 912828UA6 490,722.66 495,367.96 495,860.00 Aaa AA+ 01/30/2014 11/30/2017 699 0.625 1.121 1.91 10067 FNMA 3135GOYT4 499,450.00 499,660.59 503,640.00 Aaa AA+ 03/12/2014 11/27/2018 1,061 1.625 1.649 1.93 10068 USTR 912828C24 495,371.09 497,035.65 501,580.00 Aaa AA+ 03/24/2014 02/28/2019 1,154 1.500 1.696 1.92 10089 FHLMC 3134G6YC1 500,275.00 500,185.89 497,765.00 Aaa AA+ 04/27/2015 05/30/2017 515 0.670 0.644 1.93 SubTotal for Aaa 3,509,108.60 3,518,662.73 3,521,784.85 751 1.035 1.167 13.58 10103 TOY 89233P7EO 249,737.50 249,740.35 250,507.50 Aa3 AA- 12/23/2015 01/10/2018 740 1.375 1.427 0.96 SubTotal for Aa3 249,737.50 249,740.35 250,507.50 740 1.375 1.427 0.96 10080 USB 90331HMH3 250,037.50 250,021.20 249,985.00 Al AA- 09/12/2014 09/11/2017 619 1.375 1.370 0.96 10095 PFE 717081DG5 250,070.00 250,059.27 249,645.00 Al AA 07/21/2015 06/15/2018 896 1.500 1.490 0.96 SubTotal for Al 500,107.50 500,080.47 499,630.00 758 1.438 1.430 1.92 10074 CAT 14912L6D8 249,875.00 249,931.93 249,105.00 A2 A 08/20/2014 08/18/2017 595 1.250 1.267 0.96 10078 WFC 94974BGBO 249,780.00 249,876.24 249,715.00 A2 A 09/09/2014 09/08/2017 616 1.400 1.430 0.96 10086 DE 24422ERN1 251,032.50 250,562.95 250,395.DO A2 A 12/29/2014 03/15/2017 439 1.400 1.210 0.97 SubTotal for A2 750,687.50 750,371.12 749,215.00 550 1.350 1.302 2.89 10000 LAW 9001 15,561,022.58 15,561,022.58 15,561,022.58 None None 07/01/2015 1 0.400 0.400 60.02 10037 GECAP 3616OXG27 250,000.00 250,000.00 250,776.39 None None 06/29/2012 06/29/2016 1BO 1.350 1.351 0.96 10044 SLMA 795450PA7 245,000.00 245,000.00 247,134.72 None None 08/22/2012 08/22/2017 599 1.700 1.701 0.95 10050 FIRALL 29976DNQ9 245,000.00 245,000.00 245,021.51 None None 09/19/2012 09114/2016 257 0.900 0.901 0.95 10059 CITBAK 17284CBW3 150,000.00 150,000.00 149,468.47 None None 04/17/2013 04/17/2017 472 0.900 0.901 0.5B 10071 ALLY 02006LFB4 248,000.00 248,000.00 247,743.44 None None 06/11/2014 06112/2017 528 1.100 1.100 0.96 10072 BACR 06740KGZ4 244,637.40 244,818.37 244,925.88 None None 07/03/2014 07/03/2017 549 1.150 1.200 0.94 10073 SBIIN 856284Y73 244,637.40 244,808.93 245,115.32 None None 08/01/2014 07/31/2017 577 1.200 1.252 0.94 10075 DISC 2546714QO 244,527.15 244,688.44 247,841.33 None None 08121/2014 08/20/2018 962 1.750 1.802 0.94 10077 MERICK 59013,16134 248,000.00 248,000.00 248,011.62 None None 08/29/2014 08/29/2016 241 0.850 0.851 0.96 10079 PRK 700654AUO 247,876.00 247,955.37 248,023.43 None None 09/22/2014 09/19/2016 262 0.900 0.927 0.96 10082 AXPFSB 02587CCR9 248,000.00 248,000.00 253,574.52 None None 11/13/2014 11/13/2019 1,412 2.150 2.151 0.96 10083 ADS 20033AJL1 247,628.00 247,744.51 250,697.17 None None 11128/2014 05/25/2018 875 1.700 1.744 0.96 10084 COF 140420RAO 248,000.00 248,000.00 248,085.57 None None 11/26/2014 11/28/2016 332 1.050 1.051 0.96 Portfolio LYNW Data Updated: SET _CRE: 01/14/2016 08:39 AP Run Date: 01/14/2016 - 08:39 CR (PRF_CR) 7.2.0 Report Ver. 7.3.5 Lynwood - Credit Rating Credit Rating Report Sorted by Moody's - Investment Number Page 2 SubTotal for No Specified Rating 20,905,500.21 20,906,275.67 20,925,851.03 147 0.609 0.611 80.67 Portfolio LYNW Data Updated: SET _CRE: 01/14/2016 08:39 AP Run Date: 01/14/2016 - 08:39 CR (PRF_CR) 7.2.0 Report Ver. 7.3.5 Purchase Book Market Moody's S &P Purchase Maturity Days To Stated % of Investment# Issuer Security# Principal Value Value Rating Rating Date Date Maturity Rate YTM Total 10087 BMW 05580ABC7 250,000.00 250,000.00 249,263.13 None None 01/23/2015 01/23/2017 388 0.900 0.901 0.96 10088 GOLD 38148JQB0 248,000.00 248,000.00 247,851.51 None None 04/08/2015 04/09/2018 829 1.200 1.207 0.96 10090 AXP 02587DZM3 248,000.00 248,000.00 250,241.36 None None 07/01/2015 07/02/2018 913 1.650 1.421 0.96 10097 BCOMPS 20451PNK8 248,000.00 248,000.00 249,573.94 None None 08131/2015 03/01/2018 790 1.500 1.500 0.96 10098 CAPINA 14042RA04 247,637.92 247,665.98 250,064.77 None None 10/08/2015 10/09/2018 1,012 1.650 1.700 0.96 10099 BOHN 06279HBJ1 248,000.00 248,000.00 247,999.98 None None 10/08/2015 01/06/2016 5 0.400 0.400 0.96 10100 BMO 05573J5W0 248,000.00 248,000.00 247,692.11 None None 10/21/2015 10/23/2017 661 1.100 1.100 0.96 10101 ZIONSB 98970T5Y8 247,533.76 247,571.49 247,692.75 None None 11/03/2015 11/01/2017 670 1.100 1.197 0.95 10102 TBBK 05968VJT8 248,000.00 248,000.00 248,029.53 None None 11/13/2015 02/12/2016 42 0.500 0.500 0.96 SubTotal for No Specified Rating 20,905,500.21 20,906,275.67 20,925,851.03 147 0.609 0.611 80.67 Portfolio LYNW Data Updated: SET _CRE: 01/14/2016 08:39 AP Run Date: 01/14/2016 - 08:39 CR (PRF_CR) 7.2.0 Report Ver. 7.3.5 Lynwood - Interest Reports Interest Earnings Sorted by Fund - Fund December 1, 2015 - December 31, 2015 Yield on Beginning Book Value CUSIP Investment # Fund Security Type Ending Par Value Beginning Book Value Ending Book Value Maturity Date CurrentAnnualized Rate Yield Interest Earned Adjusted Interest Earnings Amortization/ Adjusted Interest Accretion Earnings Fund: Lynwood 3135GOTG8 10057 LYN FAC 500,000.00 498,689.07 498,739.04 02/08/2018 0.875 0.979 364.59 49.97 414.56 3135GOWA7 10058 LYN MCi 500,000.00 499,930.25 499,932.75 03/28/2018 1.125 1.110 468.75 2.50 471.25 3135GOYT4 10067 LYN FAC 500,000.00 499,650.86 499,660.59 11/27/2018 1.625 1.618 677.08 9.73 686.81 3137EADS5 10061 LYN FAC 500,000.00 499,506.94 499,556.00 10/14/2016 0.875 0.970 364.58 47.06 411.64 3134G6YC1 10089 LYN FAC 500,000.00 500,196.85 500,185.89 05/30/2017 0.670 0.631 279.17 -10.96 268.21 795450PA7 10044 LYN MC2 245,000.00 245,000.00 245,000.00 08/22/2017 1.700 1.700 353.74 0.00 353.74 912828UA6 10066 LYN TRC 500,000.00 495,162.53 495,367.96 11/30/2017 0.625 1.118 264.68 205.43 470.11 912828C24 10068 LYN TRC 500,000.00 496,956.02 497,035.65 02/28/2019 1.500 1.702 638.74 79.63 718.37 9000 10011 LYN PA1 28,184.85 19,919.40 28,184.85 0.180 0.869 14.71 0.00 14.71 38148JQBO 10088 LYN MC2 248,000.00 248,000.00 248,000.00 04/09/2018 1.200 1.197 252.07 0.00 252.07 2546714QO 10075 LYN MC2 245,000.00 244,678.40 244,688.44 08/20/2018 1.750 1.801 364.14 10.04 374.18 3616OXG27 10037 LYN MC2 250,000.00 250,000.00 250,000.00 06/29/2016 1.350 1.350 286.64 0.00 286.64 02006LFB4 10071 LYN MC2 248,000.00 248,000.00 248,000.00 06/12/2017 1.100 1.100 231.69 0.00 231.69 29976DNQ9 10050 LYN MC2 245,000.00 245,000.00 245,000.00 09/14/2016 0.900 0.900 187.27 0.00 187.27 05580ABC7 10087 LYN MC2 250,000.00 250,000.00 250,000.00 01/23/2017 0.900 0.900 191.09 0.00 191.09 02587DZM3 10090 LYN MC2 248,000.00 248,000.00 248,000.00 07/02/2018 1.650 1.637 344.71 0.00 344.71 17284CBW3 10059 LYN MC2 150,000.00 150,000.00 150,000.00 04/17/2017 0.900 0.900 114.66 0.00 114.66 06279HBJ1 10099 LYN MC2 248,000.00 248,000.00 248,000.00 01/06/2016 0.400 0.400 84.25 0.00 84.25 06740KGZ4 10072 LYN MC2 245,000.00 244,808.11 244,818.37 07103/2017 1.150 1.200 239.29 10.26 249.55 856284Y73 10073 LYN MC2 245,000.00 244,798.67 244,808.93 07/3112017 1.200 1.250 249.70 10.26 259.96 14912L6D8 10074 LYN MTN 250,000.00 249,928.46 249,931.93 08/18/2017 1.250 1.243 260.41 3.47 263.88 59013JBB4 10077 LYN MC2 248,000.00 248,000.00 248,000.00 08/29/2016 0.850 0.850 179.04 0.00 179.04 700654AUO 10079 LYN MC2 248,000.00 247,950.09 247,955.37 09119/2016 0.900 0.925 169.57 5.28 194.85 90331HMH3 10080 LYN MTN 250,000.00 250,022.24 250,021.20 09/11/2017 1.375 1.344 286.46 -1.04 285.42 02587CCR9 10082 LYN MC2 248,000.00 248,000.00 248,000.00 11/13/2019 2.150 2.150 452.85 0.00 452.85 20033AJL1 10083 LYN MC2 248,000.00 247,735.45 247,744.51 05/25/2018 1.700 1.745 358.07 9.06 367.13 140420RAO 10084 LYN MC2 248,000.00 248,000.00 248,000.00 11/28/2016 1.050 1.050 221.16 0.00 221.16 24422ERN1 10086 LYN MTN 250,000.00 250,601.86 250,562.95 03/15/2017 1.400 1.188 291.67 -38.91 252.76 89233P7EO 10103 LYN MTN 250,000.00 0.00 249,740.35 01/10/2018 1.375 1.287 76.39 2.85 79.24 Portfolio LYNW Data Updated: SET _INT: 01/14/2016 08:41 AP Run Date: 01/14/2016 - 08:42 1E (PRF_IE) 7.2.0 Report Ver. 7.3.5 Lynwood - Interest Reports Portfolio LYNW Data Updated: SET _INT: 01/14/2016 08:41 AP Run Date: 01/14/2016 - 08:42 IE (PRF_IE) 7.2.0 Report Ver. 7.3.5 Interest Earnings Page 2 December 1, 2015 -December 31, 2015 Adjusted Interest Earnings Security Ending Beginning Ending Maturity CurrentAnnualized Interest Amortization/ Adjusted Interest CUSIP Investment # Fund Type Par Value Book Value Book Value Date Rate Yield Earned Accretion Earnings Fund: Lynwood 717081 DG5 10095 LYN MTN 250,000.00 250,061.28 250,059.27 06/15/2018 1.500 1.462 312.50 -2.01 310.49 46625HHX1 10096 LYN MTN 0.00 251,641.04 0.00 03/01/2016 3.450 0.830 191.67 - 145.87 45.80 20451PNK8 10097 LYN MC2 248,000.00 248,000.00 248,000.00 03/01/2018 1.500 1.504 316.81 0.00 316.81 14042RAQ4 10098 LYN MC2 248,000.00 247,655.74 247,665.98 10/09/2018 1.650 1.696 346.59 10.24 356.83 05573J5W0 10100 LYN MC2 248,000.00 248,000.00 248,000.00 10/23/2017 1.100 1.097 231.06 0.00 231.06 98970T5Y8 10101 LYN MC2 248,000.00 247,551.67 247,571.49 11/01/2017 1.100 1.196 231.69 19.82 251.51 05968VJT8 10102 LYN MC2 248,000.00 248,000.00 248,000.00 02/12/2016 0.500 0.500 105.32 0.00 105.32 94974BGBO 10078 LYN MTN 250,000.00 249,870.12 249,876.24 09/08/2017 1.400 1.403 291.67 6.12 297.79 Subtotal 10,375,184.85 10,357,317.05 10,364,107.76 1.218 10,314.48 282.93 10,597.41 Fund: Lynwood LAW 9001 10000 LYNL PA2 15,561,022.58 16,561,022.58 15,561,022.58 0.400 0.356 5,004.15 0.00 5,004.15 Subtotal 15,561,022.58 16,561,022.58 15,561,022.58 0.356 5,004.15 0.00 5,004.15 Total 25,936,207.43 26,918,339.63 25,925,130.34 0.685 15,318.63 282.93 15,601.56 Portfolio LYNW Data Updated: SET _INT: 01/14/2016 08:41 AP Run Date: 01/14/2016 - 08:42 IE (PRF_IE) 7.2.0 Report Ver. 7.3.5 Lynwood - Interest Reports Accrued Interest Sorted by Fund - Fund December 1, 2015 -December 31, 2015 " Beginning Accrued may not include investments that redeemed in the previous month that had outstanding accrued interest. Data Updated: SET INT: 01/14/2016 08:41 Run Date: 01/14/2016 -08:42 Portfolio LYNW AP AI (PRF_AI) 7.2.8 Report Ver. 7.3.5 Adjusted Acc'd Int. Security Par Maturity Current ' Beginning at Purchase Interest Interest ' Ending CUSIP Investment# Type Value Date Rate Accrued Interest During Period Earned Received Accrued Interest Lynwood 9000 10011 PA1 28,184.85 0.180 0.86 0.00 14.71 0.86 14.71 14912L6D8 1D074 MTN 250,000.00 08/18/2017 1.250 894.10 0.00 260.41 0.00 1,154.51 24422ERN1 10086 MTN 250,000.00 03/15/2017 1.400 738.89 0.00 291.67 0.00 1,030.56 46625HHX1 10096 MTN 0.00 03/01/2016 3.450 2,156.25 0.00 191.67 2,347.92 0.00 717081DG5 10095 MTN 250,000.00 06/15/2018 1.500 1,354.17 0.00 312.50 1,500.00 166.67 89233P7EO 10103 MTN 250,000.00 01/10/2018 1.375 0.00 0.00 76.39 0.00 76.39 90331HMH3 10080 MTN 250,000.00 09/11/2017 1.375 763.89 0.00 286.46 0.00 1,050.35 94974BGBO 10078 MTN 250,000.00 09/08/2017 1.400 806.94 0.00 291.67 0.00 1,098.61 3137EADS5 10061 FAC 500,000.00 10/14/2016 0.875 571.18 0.00 364.58 0.00 935.76 3134G6YC1 10089 FAC 500,000.00 05/30/2017 0.670 9.30 0.00 279.17 0.00 288.47 3135GOTG8 10057 FAC 500,000.00 02/08/2018 0.875 1,373.26 0.00 364.59 0.00 1,737.85 3135GOYT4 10067 FAC 500,000.00 11/27/2018 1.625 90.28 0.00 677.08 0.00 767.36 912828UA6 10066 TRC 500,000.00 11/30/2017 0.625 8.54 0.00 264.68 0.00 273.22 912828C24 10068 TRC 500,000.00 02/28/2019 1.500 1,895.60 0.00 638.74 0.00 2,534.34 3135GOWA7 10058 MC1 500,000.00 03/28/2018 1.125 984.38 0.00 468.75 0.00 1,453.13 20033AJL1 10083 MC2 248,000.00 05125/2018 1.700 57.76 0.00 358.07 346.52 69.31 02006LFB4 10071 MC2 248,000.00 06/12/2017 1.100 1,293.00 0.00 231.69 1,367.74 156.95 02587DZM3 10090 MC2 248,000.00 07/02/2018 1.650 1,701.29 0.00 344.71 0.00 2,046.00 02587CCR9 10082 MC2 248,000.00 11/13/2019 2.150 262.95 0.00 452.85 0.00 715.80 06740KGZ4 10072 MC2 245,000.00 07/0312017 1.150 1,173.32 0.00 239.29 0.00 1,412.61 20451PNK8 10097 MC2 248,000.00 03/01/2018 1.500 940.11 0.00 316.81 0.00 1,256.92 05573J5WO 10100 MC2 248,000.00 10/23/2017 1.100 305.60 0.00 231.06 0.00 536.66 05580ABC7 10087 MC2 250,000.00 01/23/2017 0.900 807.54 0.00 191.09 0.00 998.63 06279HBJ1 10099 MC2 248,000.00 01/06/2016 0.400 146.76 0.00 84.25 0.00 231.01 14042RAQ4 10098 MC2 248,000.00 10/09/2018 1.650 603.74 0.00 346.59 0.00 950.33 17284CBW3 10059 MC2 150,000.00 04/17/2017 0.900 166.44 0.00 114.66 0.00 281.10 140420RAO 10084 MC2 248,000.00 11/28/2016 1.050 35.67 0.00 221.16 0.00 256.83 2546714QO 10075 MC2 245,000.00 08/20/2018 1.750 1,209.90 0.00 364.14 0.00 1,574.04 29976DNQ9 10050 MC2 245,000.00 09/14/2016 0.900 471.21 0.00 187.27 0.00 658.48 3616OXG27 10037 MC2 250,000.00 06/29/2016 1.350 1,433.22 0.00 286.64 1,692.12 27.74 38148JQBO 10088 MC2 248,000.00 04/09/2018 1.200 435.00 0.00 252.07 0.00 687.07 59013JBB4 10077 MC2 248,000.00 08/29/2016 0.850 11.52 0.00 179.04 173.26 17.30 700654AUO 10079 MC2 248,000.00 09/19/2016 0.900 73.37 0.00 189.57 183.45 79.49 856284Y73 10073 MC2 245,000.00 07/31/2017 1.200 1,006.85 0.00 249.70 0.00 1,256.55 795450PA7 10044 MC2 245,000.00 06/22/2017 1.700 1,152.51 0.00 353.74 0.00 1,506.25 " Beginning Accrued may not include investments that redeemed in the previous month that had outstanding accrued interest. Data Updated: SET INT: 01/14/2016 08:41 Run Date: 01/14/2016 -08:42 Portfolio LYNW AP AI (PRF_AI) 7.2.8 Report Ver. 7.3.5 Lynwood - Interest Reports Accrued Interest Lynwood LAW 9001 10000 PA2 15,561,022.58 0.400 23,090.18 0.00 5,004.15 0.00 28,094.33 Subtotal 15,561,022.58 23,090.18 0.00 5,004.15 0.00 28,094.33 Total 25,936,207.43 48,296.00 0.00 15,318.63 7,611.87 56,002.76 * Beginning Accrued may not include investments that redeemed in the previous month that had outstanding accrued interest. Portfolio LYNW Data Updated: SET_INT: 01/14/2016 08:41 AP Run Date: 01/1412016 - 08:42 AI (PRF_AI) 7.2.8 Report Ver. 7.3.5 Sorted by Fund - Fund Page 2 Adjusted Acc'd Int. Security Par Maturity Current * Beginning at Purchase Interest Interest * Ending CUSIP Investment # Type Value Date Rate Accrued Interest During Period Earned Received Accrued Interest Lynwood 05968VJT8 10102 MC2 248,000.00 02/12/2016 0.500 61.15 0.00 105.32 0.00 166.47 98970T5Y8 10101 MC2 248,000.00 11/01/2017 1.100 209.27 0.00 231.69 0.00 440.96 Subtotal 10,375,184.85 25,205.82 0.00 10,314.48 7,611.87 27,908.43 Lynwood LAW 9001 10000 PA2 15,561,022.58 0.400 23,090.18 0.00 5,004.15 0.00 28,094.33 Subtotal 15,561,022.58 23,090.18 0.00 5,004.15 0.00 28,094.33 Total 25,936,207.43 48,296.00 0.00 15,318.63 7,611.87 56,002.76 * Beginning Accrued may not include investments that redeemed in the previous month that had outstanding accrued interest. Portfolio LYNW Data Updated: SET_INT: 01/14/2016 08:41 AP Run Date: 01/1412016 - 08:42 AI (PRF_AI) 7.2.8 Report Ver. 7.3.5 FTN FINANCIAL. Economic and Market Update MAIN STREETADvISORS 12/31/2015 A S,nw..,.i r';,..rm.�...u.m ro.m...iae,.o Item 12/31/2015 9/30/2015 Change U.S. Payrolls Monthly Change 292,000 145,000 147,000 Unemployment Rate 5.0% 5.1% -0.1% Labor Force Participation 62,6% 62,4% 0.2% Effective Fed Funds Rate 0.35% 0,07% 0.28% Next Fed Funds Hike ** Jul 2016 Dec 2016 -5 Month 3 Month T -Bill 0.147% - 0.015% 0.162% 2 Year T -Note 1.073% 0.631% 0.442% 3 Year T -Note 1.343% 0.902% 0.441% 5 Year T -Note 1.793% 1,358% 0.435% 10 Year T- Note 2.295% 2,038% 0.257% U.S, Fed Debt Avg Yield 2.062% 2.043% 0,019% 30 Year Mortgage Rate 3.93% 3,840% 0,09% 1 -5 Yr Agency Spread 0.06% 0,07% -0.01% 1 -5 Yr Corporate Spread 0.81% 0.930% -0.12% Dow Jones 17,604 16,285 8.1% S &P 500 2,063 1,920 7.5% Consumer Price Index YOY* 0.5% 0.0% 0.5% U.S. Avg Regular Unleaded $2.00 $2.29 -$0.29 Retail Sales YOY* 2.4% 2.2% 0.2% Case - Shiller Home Prices YOY* 5.5% 5.4% 0.2% Gold (per ounce) $1,061.44 $1,115.09 - $53.65 Dollar Index 98.27 96.35 1.92 Consumer Confidence 96.50 102.60 -6.10 *Estimates for the current quarter /month, some data are lagged Sources: FTN Main Street and Bloomberg * *Next Projected Fed Funds Hike is first month Fed Funds Futures are .625% or higher -4 A YNwO ' AGENDA STAFF REPORT DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager �N9 PREPARED BY: Gabriela Camacho, City Treasurer Sheila Harding, Deputy City Treasurer SUBJECT: TREASURER'S INVESTMENT POLICY STATEMENT RECOMMENDATION It is recommended that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE LYNWOOD CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE TREASURER'S INVESTMENT POLICY STATEMENT ". BACKGROUND The investment policies and practices of the City of Lynwood are based on state laws and principles of prudent money management. This statement is intended to provide guidelines for the prudent investment of idle and surplus cash, while meeting the short and long -term cash flow demands and it is submitted annually for City review. The primary goals of these policies are: To assure compliance with all federal, state, and local laws governing the investment of monies under the control of the Treasurer. 2. To protect the principal and asset holdings of the City's portfolio. 3. To ensure that adequate liquidity is provided for the prompt and efficient handling of City disbursements. 4. To generate the maximum amount of investment income within the parameters of these investment policies and guidelines for suitable investments. 0- Revised 1/7/2016 PURPOSE The purpose of this Statement of Investment Policy ( "Policy ") is to establish guidelines for the prudent investment of the City of Lynwood's idle cash or reserve cash and outlines the policies essential to ensure the safety and financial strength of the City's investment portfolio. This policy is based on the principles of prudent money management and conforms to all applicable Federal and State Laws governing the investment of public funds under the control of the Treasurer. 1.0 POLICY: Annually, in accordance with California Government Code (CGC) Section 53646, the Treasurer will render to the City Council a Statement of Investment Policy for consideration and approval at a public meeting. Any investments currently held at that time that do not meet the guidelines of this policy, as changed from time to time by the City Council, shall be exempt from the requirements of this policy. However, at the investment maturity or liquidation, such funds shall be reinvested only as provided by this policy, which offer guidance to brokers and any external investment advisors on the investment of City funds. This investment policy applies to all investment activities of the City, except for the Employees Retirement and Deferred compensation funds are excluded because it is separately managed by a third party administrator. This policy applies to all City funds, except for bond proceeds that are managed by trustees. Trustees must comply with the provision of bond's indenture agreements. 2.0 SCOPE: Policy statements outlined in this document apply to the City's pooled funds, as well as other financial assets under the City Treasurer's control unless exempted by resolution or by statute. These funds are accounted for in the City of Lynwood Comprehensive Annual Financial Report (CAFR), and include: ❖ General Fund ❖ Special Revenue Funds Capital Project Funds ❖ Enterprise Funds ❖ Trust and Agency Funds ❖ Retirement Pension Funds ❖ Internal Service Funds ❖ Fiduciary- Agency Fund ❖ Any new fund created by the City Council unless specifically exempted All monies entrusted to the Treasurer shall be invested in accordance to California Government Code Section 53601, 53602 and 53635. INVESTMENT POLICY 3.0 PRUDENCE: The standard of prudence to be used by investment officials shall be the . "prudent investor" standard (CGC Section 53600.3) and shall be applied in the context of managing an overall portfolio which states that: "a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims to safeguard the principal and maintain the liquidity needs of the City" At the time of purchase, it is the City's intent to hold all investments until maturity to ensure the return of all invested principal. However, it is recognized that market prices of securities will vary depending on economic and interest rate condition at any point in time. The City Treasurer, and other individuals who may be designated to manage the City's investment portfolio, when acting within the intent and scope of this investment policy and other authorized written procedures, and when exercising due diligence, are relieved of personal liability for the individual security's credit risk or market price change of a security or other investment, provided that deviations from expectations are reported to the City of Lynwood in a timely manner and that appropriate action is taken to mitigate unforeseen adverse conditions. 4.0 OBJECTIVES: Within the overriding requirement of compliance with all Federal, State and local laws governing the investment of moneys under the control of the Treasurer, and as specified in CGC Section 53600.5, when investing, reinvesting, purchasing, acquiring, exchanging, selling or managing public funds, the primary objective of a trustee shall be to safeguard the principal of the funds under its control. The secondary objective shall be to meet the liquidity needs of the depositor. The third objective shall be to achieve a return on the funds under its control. Taking into account the City's daily and periodic cash flow needs, the City desires to invest all temporarily idle funds as close to 100% as is reasonably possible. At least 30% of the overall investment portfolio will be comprised of investments maturing in one year or less. No single investment shall be purchased with a term to maturity at the date of purchase that exceeds 5 years, except as special circumstances dictate and with the expressed approval of the City Treasurer. The basic goal of the City's investment policy is to ensure safety and availability of temporarily idle funds when they are needed. The primary objectives, in priority order, of the investment activities shall be: Safety: Safety of principal is the foremost objective of the investment program. Each investment transaction must seek to ensure that capital 2 INVESTMENT POLICY losses are avoided, whether from securities default, broker - dealer default, or erosion of market value. The City will endeavor to preserve principal by mitigating both credit risk and market risk, as specified below. Credit risk, which is defined as the risk of loss due to insolvency or other failure of the issuer of a security, must be mitigated by purchasing investment grade securities and by diversifying the investment portfolio so that the failure of any one issuer does not unduly harm the City's capital base and cash flow. Market risk, which is defined as market value fluctuations, must be mitigated by limiting the average maturity of the City's investment portfolio to one year, limiting the maximum maturity of any one security to five years, structuring the portfolio to take into account historic and current cash flow analysis, eliminating the need to sell securities for the sole purpose of short term speculation. Liquidity: Because the City operates its own water utility and bills monthly for utility services, cash flow is generated on a daily basis. Historical cash flow trends must be compared to current cash flow requirements on an ongoing basis to ensure that the City's investment portfolio will remain sufficiently liquid to enable the City to meet all reasonable anticipated operating requirements. In managing City funds for cash flow needs, it is generally not the intention to liquidate a security prior to maturity in order to meet expected cash flow needs. However, it is important that when exceptional conditions require, and there are unexpected cash flow demands, a security sale can be done quickly. Return on the Investment: The investment portfolio.shall be designed and managed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment objectives, authorized investments and the cash flow needs of the City. 5.0 DELEGATION OF AUTHORITY: In accordance with Section 53607 of the Government Code, the City of Lynwood management responsibility for the investment program is hereby delegated to the Treasurer, who shall be responsible for all transactions undertaken and shall establish a system of control to regulate the activities of subordinate officials, and their procedures in the absence of the Treasurer. Under the provision of CGC Section 53600.3, the Treasurer is a trustee and a fiduciary subject to the prudent investor standard. The City may delegate to the City Treasurer the authority to invest or reinvest City funds for a one -year period. The Treasurer may delegate all, or a portion of his /her investment authority to a Deputy City Treasurer. Prior to the delegation of the investment authority to a Deputy City Treasurer, the Treasurer shall notify the City council and request confirmation of the delegation. Delegation of investment authority will not remove or abridge the Treasurer's investment responsibility. 3 INVESTMENT POLICY The City may engage the services of one or more external investment managers to assist in the management of the City's investment portfolio in a manner consistent with the City's objectives. Such external managers may be granted discretion to purchase and sell investment securities in accordance with this Investment Policy. The Treasurer shall establish written investment policy procedures for the operation of the investment program consistent with this policy. The procedures should include reference to: safekeeping, wire transfer agreements, banking service contracts and collateral /depository agreements. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the Treasurer. The Treasurer and Deputy Treasurer shall attend at least one training session within twelve months after taking office or being appointed, and at least annually thereafter. The training session should be sponsored by a professional organization, such as, but not limited to: Government Finance Officers Association (GFOA), California Society of Municipal Finance Officers (CSMFO), Municipal Treasurers Association of the United States & Canada (MTA, US &C), California Municipal Treasurer Association (CMTA), and Government Investment Officers Association (GIOA). Training must include some or all of the following components: investment controls, security risks, strategy risk, market risks, and compliance with Federal, State and local laws. 6.0 ETHICS AND CONFLICT OF INTEREST: Elected officials, City officers, employees and any other individual involved in the investment operations are prohibited from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions, or which could give the appearance thereof. Furthermore, these same individuals shall disclose any material financial interest in financial institutions that conduct business within their jurisdiction, and they shall further disclose any large personal financial /investment positions that could be related to the performance of the City. The Treasurer shall immediately disclose any financial interest which is subject to disclosure under the California Political Reform Act or would constitute a conflict of interest under Government Code Section 1090 to the City Manager. All other City Investment Officials shall immediately disclose any financial interest which is subject to disclosure under the California Political Reform Act or would constitute a conflict of interest under Government Code Section 1090 to the City Manager. 7.0 AUTHORIZED DEALERS AND INSTITUTIONS: The City may conduct investment transactions only with banks, savings and loans associations, and registered broker - dealers. Any investments other than those purchased directly from a issuer must be purchased from (i) an individual or entity licensed by the State as a broker - dealer, as defined in Section 25004 of the Corporations Code, and which is a member of the Financial Industry 4 INVESTMENT POLICY Regulatory Authority, (FINRA) or (ii) from a member of a federally - regulated securities exchange, or (iii) a national or state charted bank; or (iv) a federal or state association (as defined by Section 5102 of the Financial Code); or (v) a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. The City Treasurer, either directly or through an authorized party, must investigate and evaluate all financial institutions, on an annual basis, that desire to do business with the City in order to determine whether they are adequately capitalized and whether they make markets in securities that are appropriate to the City's needs. This may be accomplished by the following: a financial institution to complete and return an appropriate questionnaire, audited financial statements and proof of Financial Industry Regulatory Authority (FINRA) registration and good standing. Nothing in this section precludes the City from engaging the services of a Registered Investment Advisory firm to assist the City, on a discretionary basis, with the investment of the City's portfolio. 8.0 AUTHORIZED AND SUITABLE INVESTMENTS: Investments must be made in accordance with the "Prudent Investor Rule" that is cited under the heading "Prudence." The City is subject to California Government Code, Sections 53600 et seq. within the context of these limitations, the following investments are authorized, subject to the restrictions noted below: A. United States Treasury Obligations, Bills, Notes, and Bonds or similar instruments for which the full faith. and credit of the United States is pledged for payment of principal and interest. There is no limitation on the percentage of the City's surplus funds that can be invested in these instruments. The maximum maturity period may not exceed 5 years. B. US Agency and /or Obligations, Securities that represent an obligation of several agencies or instrumentalities which administer selected lending programs of the U.S. Government. These agencies include obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, the Federal Home Loan Board (FHLB), Federal Home Loan Mortgage Corporation (FHLMC), Federal Farm Credit Bank (FFCB), and the Federal National Mortgage Association (FNMA). Although there is no percentage limitation on investments in these obligations, the "Prudent Investor Rule" applies to obligations issued by any of these agencies, because U.S. Government backing is implied rather than guaranteed. The maximum maturity period may not exceed 5 years. C. Commercial Paper rated "P -1" by Moody's Investor Services or "A -V by Standard & Poor's, and issued by a domestic corporation having assets in excess of $500,000,000 and has a long -term debt rating of "A2" or higher by Moody's or "A" or higher rating by S &P. The purchase of eligible commercial paper may not exceed 270 days maturity nor represent more 6 INVESTMENT POLICY than 5% of the outstanding paper of an issuing corporation. The Purchase of commercial paper not to exceed 25% of the City's surplus funds. D. FDIC Insured Certificates of Deposit issued by a nationally or state - chartered bank, or a state of federal savings and loan association, or by a state - licensed branch of a foreign bank. The invested amount per institution shall not exceed the current FDIC insured limit (currently $250,000). Purchases of eligible FDIC insured certificates of deposit shall not exceed five years to maturity. E. Negotiable Certificates of Deposit issued by a national or state - charted bank or a state or federal saving and loan association. Negotiable certificates of deposit may not exceed 30% of the City's total portfolio. Certificates purchased from a bank may not exceed 30% of the City's total portfolio. Certificates purchased from a bank may not exceed the shareholder's equity in the bank. Certificates over $500,000 purchased from savings and loan associations may not exceed the net worth of the association. The maximum maturity period may not exceed 5 years. F. State of California Local Agency Investment Fund (LAIF) Funds may be invested in LAIF; a State of California managed investment pool, up to the maximum dollar amounts per separate legal entity in conformance with the account balance limits authorized by the State Treasurer. Annual review of LAIF's Pool Money Investment Board Annual Report will be conducted to continue to ensure LAIF's investment policy, standards, and rate of return are compatible with the City's risk tolerance. Limits: Maximum concentration $65 million combined limit for all accounts. G. Funds held under the terms of a Trust Indenture or other contract or debt issuance agreement may be invested according to the provisions of those indentures' agreements. H. The City may invest in non - negotiable time deposits that are collateralized as required by the California Government Code, and that are maintained in banks and savings and loans associations that meet the requirement for accepting deposits of public funds. Because time deposits are not liquid, no more than 25% of the City's temporarily idle funds may be invested in this category. A maximum maturity period may not exceed one year. Medium term corporate notes with a maximum maturity of 5 years may be purchased. Securities eligible for investment must be rated "A2" or higher by Moody's or "A" or higher rating by S &P. Medium term notes may not exceed 30% of the market value of the City's portfolio, and not more than 2% of the market value of the portfolio may be invested in notes issued by any one corporation. Commercial paper holdings must be included when calculating this 2% limitation. The maximum maturity period may not exceed 5 years. R INVESTMENT POLICY Shares of beneficial interest issued by diversified management companies, that are money market funds (MMFs) registered with the Securities and Exchange Commission under the Investment Advisory Company Act of 1940 (15 U.S.C. Sec 80a -1 et seq.). To be eligible for investment pursuant to this subdivision these companies shall either (1) attain the highest ranking letter or numerical rating provided by not less than two of the three largest nationally recognized rating services or (2) have an investment advisor registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in money market instruments with assets in excess of $500,000,000. The purchase price of the MMF shares shall not exceed 20% of the City's surplus funds. No more than 10% of the City's surplus funds may be invested in shares of any one MMF. K. Supranational Debt Obligations. United States dollar- denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development of the World Bank (IBRD), International Finance Corporation (IFC), and Inter - American Development Bank (IABD), with maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments must have a minimum rating of AA or better by at least two of the following NRSRO's: Moody's, S &P, or Fitch, and shall not exceed 30% of the City's surplus funds, and not more than 5% of the market value of the portfolio may be invested in notes issued by any one supranational. The maximum maturity period may not exceed 5 years. 9.0 UNAUTHORIZED INVESTMENTS: State and Federal laws notwithstanding, any investment not specifically described herein including, but not limited to, reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, inverse floaters, range notes, first mortgages or trust deeds, collateralized mortgage obligations, (CMO's), limited partnerships, real estate investments, trusts (REIT's), open -end mutual funds with a weighted average maturity greater than 180 days, unregulated and /or uninsured investment pools, common stock, preferred stock, commodities, precious metals, securities with high price volatility, limited marketability (less than three active bidders), securities that may default on interest payments and any other speculative investment deemed inappropriate under the prudent investor standard are strictly prohibited. 10.0 REVIEW OF INVESTMENT PORTFOLIO The securities held by the City of Lynwood must be in compliance with Section 8.0 Authorized and Suitable Investments at the time of purchase. The Quarterly Investment report will identify any securities that do not comply. The Treasurer shall report any instances of noncompliance identified through the review of the portfolio to the City Council. 7 INVESTMENT POLICY 11.0 COLLATERAL REQUIREMENTS: Collateral for Certificates of Deposit (CD) and Negotiated Certificates of Deposit (NCD) must comply with Government Code, Chapter 4, Bank Deposit law Section 16500 et seq. and the Savings and Loan and Credit Union Deposit Law Government Code Section 16600 et seq. In order to reduce market risk and provide a level of security for all funds, the market value of securities that underlay Certificates of Deposit shall be valued at 110% of the market value of principal and accrued interest. Repurchase Agreements shall be valued at 102% of the market value of principal and accrued interest. In conformity with the provisions of the Federal Bankruptcy Code that provide for the liquidation of securities held as collateral, the only securities acceptable as collateral are certificates of deposit, commercial paper, eligible bankers acceptances, and medium term notes or securities that are the direct obligation of, or are fully guaranteed as to principal and interest by the United States or any City of the United States. An independent third party with whom the City has a current custodial agreement will always hold collateral. The right of collateral substitution is granted with prior approval of the City Treasurer. 12.0 SAFEKEEPING AND CUSTODY All securities owned by the City shall be held in safekeeping by the City's custodial bank or by a third party bank trust department, acting as agent for the City under the terms of a custody agreement or master repurchase agreement. All security transactions, including collateral for repurchase agreements, entered into by the City shall be conducted on a Delivery- Versus - Payment (DVP) basis through the City's safekeeping agent. Securities held in custody for the City shall be independently audited on an annual basis to verify investment holdings. 13.0 DIVERSIFICATION: The Treasurer shall maintain a diversified portfolio to minimize the risk of loss resulting from over concentration of assets in a specific maturity, issuer, or security type. With the exception of U.S. Treasury securities, Federal agencies, and LAIF, no more than 50% of the City's total investment portfolio will be invested in with a single institution. Additionally, no more than 2 %, calculated at the time of purchase, of the portfolio shall be invested in one name or with one credit counterparty. 14.0 MAXIMUM MATURITIES: To the extent possible the portfolio will attempt to match its investments with anticipated cash flow requirements. Matching maturities with cash flow dates will reduce the need to sell securities prior to maturity, thus reducing a potential n INVESTMENT POLICY realized loss. The portfolio will not directly invest in securities maturing more than five (5) years from the date of purchase pursuant to Government Code Section 53601. (Excluding LAIF). The weighted average maturity of the portfolio shall not exceed 3 years. Reserve funds may be invested in securities exceeding one year if the maturity of such investments is made to coincide as nearly as practicable with the expected use of the funds. No portion of the portfolio may exceed five years. 15.0 INTERNAL CONTROL: The Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the City's assets are protected from loss, theft or misuse. The internal control structure shall be designed to provide reasonable assurance that those objectives are met. The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits to be derived and that the valuation of costs and benefits requires estimates and judgments by management. Internal control procedures shall address: ❖ Separation of duties ❖ Control of collusion ❖ Custodial safekeeping ❖ Avoidance of physical delivery of securities ❖ Written confirmation of transfers for investments and wire transfers ❖ Written procedures for placing investment transactions ❖ Delegation of authority to investment officials 16.0 PERFORMANCE STANDARDS: The investment portfolio shall be designed with the objective of obtaining a market rate of return throughout budgetary and economic cycles, commensurate with investment risk constraints and cash flow needs: a. Investment Strategy: The portfolio's basic investment strategy is to buy and hold investments until maturity. However the Treasurer may sell a security due to adverse changes in credit risk or, due to unexpected cash flow needs, or to improve the quality, yield, or target duration of the portfolio. b. Market Yield (Benchmark): The City portfolio is managed with the objective of obtaining a market rate of return, commensurate with identified risk constraints and cash flow characteristics. The appropriate benchmarks will be periodically reviewed by the City Treasurer. 17.0 REPORTING: In compliance with Government code Section 53607 and 53646, the Treasurer shall provide the City Council quarterly investment reports, which provide a clear picture of the status of the current investment portfolio. INVESTMENT POLICY The Quarterly Investment Report wil statistics, portfolio performance, investment trading: Portfolio Statistics I include the following information: portfolio compliance reporting requirements, and ❖ Classification of the investment, the percentage of the total portfolio which each type of investment represents, issuer, CUSIP, purchase date, rating of security, date of maturity, par and dollar amount invested on all securities and investments. ❖ Current market value and the source of the market value. ❖ Weighted average maturity of the investment portfolio. ❖ Maturity aging by type of investment. ❖ Unrealized gain or loss resulting from appreciation or depreciation in the market value of securities. Compliance Reporting Requirements ❖ Cash management projection: Statement denoting the ability of the City to meet its expected obligations over the next six months. ❖ Statement of compliance with the Policy: Reasons for and number of violations or exceptions to the investment policy during the quarter being reported on, as well as prior violations or exceptions which have not yet been corrected. Investment Trading Activity ❖ All investment transactions occurring during the quarter whether or not the transaction has been fully settled. ❖ A description of any security purchased during the quarter with a maturity exceeding five years. ❖ A description of any security downgraded below the minimum acceptable ratings level (below prime for short term ratings, or below investment grade for long term ratings). 18.0 INVESTMENT POLICY ADOPTION: The Treasurer shall annually render to the City Council a .Statement of Investment policy as required in Section 53646(a) of the Government Code. The City's investment policy shall be adopted by resolution of the City Council and shall be reviewed annually; any modification made thereto must be approved by the legislative body. 19.0 GLOSSARY Definitions of investment - related terms are listed on Exhibit A. 10 Revised 1/7/2016 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE TREASURER'S STATEMENT OF INVESTMENT POLICY WHEREAS, the Treasurer is responsible for the City of Lynwood's cash flow whereby funds are transferred from various accounts to meet operating obligations; and WHEREAS, the Treasurer is also responsible for the investment of idle cash; and WHEREAS, the Treasurer has prepared guidelines for a prudent investment policy; and WHEREAS, the policy contains certain investment criteria; and WHEREAS, the basic premise of the policy is to ensure the safety of funds and assure that the Lynwood City Council's cash needs are met. NOW, THEREFORE, the Lynwood City Council does hereby find, proclaim, order and resolve as follows: Section 1. That the Treasurer's Statement of Investment Policy attached hereto as Exhibit "A" is hereby approved. Section 2. This resolution shall go into effect immediately upon its adoption PASSED, APPROVED and ADOPTED this day of 2016. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney Edwin Hernandez, Mayor APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager INVESTMENT POLICY EXHIBIT A GLOSSARY ACCRETION: Adjustment of the difference between the price of a bond bought at an original discount and the par value of the bond. AGENCIES: Federal agency securities and /or Government - sponsored enterprises (GSEs), also known as U.S. Government instrumentalities. Securities issued by Government National Mortgage Association (GNMA) are considered true agency securities, backed by the full faith and credit of the U.S. Government. GSEs are financial intermediaries established by the federal government to fund loans to certain groups of borrowers, for example homeowners, farmers and students and are privately owned corporations with a public purpose. The most common GSEs are Federal Farm Credit System Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Association, and Federal National Mortgage Association. AMORTIZATION: Accounting procedure that gradually reduces the cost value of a limited life or intangible asset through periodic charges to income. For fixed assets, the term used is "depreciation ". It is common practice to amortize any premium over par value paid in the purchase of preferred stock or bond investments. APPRECIATION: Increase in the value of an asset such as a stock bond, commodity or real estate. ASKED PRICE: The price a broker /dealer offers to sell securities. ASSET BACKED: A type of security that is secured by receivables, such as credit card and auto loans. These securities typically pay principal and interest monthly. BANKERS' ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. This money market instrument is used to finance international trade. BASIS POINT: One - hundredth of one percent (i.e., 0.01%). BENCHMARK: A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio's investment. BID PRICE: The price a broker /dealer offers to purchase securities. BOND: A financial obligation for which the issuers promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment. BOOK RATE OF RETURN: A measure of a portfolio's performance over time. It is the internal rate of return which equates the beginning value of the portfolio with the ending value, and includes interest earnings and realized gains and losses on the portfolio. 12 INVESTMENT POLICY BOOK VALUE: The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or accretion of discount. BROKER: A broker acts as an intermediary between a buyer and seller for a commission and does not trade for his /her own risk and account or inventory. CALLABLE SECURITIES: A security that can be redeemed by the issuer before the scheduled maturity date. CASH FLOW: An analysis of all changes that affect the cash account during a specified period. CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Large- denomination CD's are typically negotiable. COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COLLATERALIZED MORTGAGE OBLIGATION (CMO): A type of mortgage - backed security that creates separate pools of pass- through rates for different classes of bondholders with varying maturities, called tranches. The repayments from the pool of pass- through securities are used to retire the bonds in the order specified by the bonds' prospectus. COMMERCIAL PAPER: Short-term, unsecured, negotiable promissory notes of corporations. COMMERCIAL RECEIVABLES: Business debt owed to a creditor which may be used as collateral for asset backed securities. These receivables include equipment leases, building leases, and other business loans. COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR): The official annual financial report for the City. It includes combined statements and basic financial statements for each individual fund and account group prepared in conformity with Generally Accepted Accounting Principles (GAAP). CONDUIT FINANCING: A financing in which a governmental agency issues debt and the proceeds of the issue are loaned to a nongovernmental borrower who then applies the proceeds for a project financing or (if permitted by federal tax laws for a qualified 501(c)(3) bond) for working capital purposes. CONSUMER RECEIVABLES: Consumer debt owed to a creditor which may be used as collateral for asset backed securities. These receivables include credit card, auto, and home equity loans. CORPORATE NOTE: Debt instrument issued by a private corporation. COUPON: The annual rate at which a bond pays interest. 13 INVESTMENT POLICY CREDIT ANALYSIS: An analysis of the economic and financial conditions to determine creditworthiness or the ability to meet debt obligations. CREDIT RATINGS: A grade given to a debt instrument that indicates its credit quality. Private independent rating services such as Standard & Poor's, Moody's and Fitch provide these evaluations of the issuer's financial strength, or its ability to pay principal and interest in a timely fashion. High graded credit ratings are as follows: Mo'od`' s Standard & Poor's Fitch Long Term Short Term Long Term Short Term Long Term Short Term Aaa P1 AAA Al+ AAA A1+ Aal AA+ AA+ Aa3 AAA- AA AA- Al A+ Al A+ A2 A A P2 A2 A2 Baal BBB+ BBB+ CREDIT RISK: The risk that an obligation will not be paid and a loss will result due to a failure of the issuer of a security. CUSIP: Stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies most securities, including: stocks of all registered U.S. and Canadian companies, and U.S. government and municipal bonds. The CUSIP system — owned by the American Bankers Association and operated by Standard & Poor's- facilitates the clearing and settlement process of securities. The number consists of nine characters (including letters and numbers) that uniquely identify a company or issuer and the type of security. CURRENT YIELD: The annual interest on an investment divided by the current market value. Since the calculation relies on the current market value rather than the investor's cost, current yield is unrelated to the actual return the investor will earn if the security is held to maturity. CUSTODIAN: A bank or other financial institution that keeps custody of stock certificates and other assets. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his /her own risk and account or inventory. DEBENTURES: A bond secured only by the general credit of the issuers. DEFEASED BOND ISSUES: Issues that have sufficient money to retire outstanding debt when due, so that the agency is released from the contracts and covenants in the bond documents. DELIVERY VERSUS PAYMENT (DVP): Delivery of securities with a simultaneous exchange of money for the securities. 14 INVESTMENT POLICY DERIVATIVE: A financial instrument that is based on, or derived from, some underlying asset, reference date, or index. DIRECT ISSUER: Issuer markets its own paper directly to the investor without use of an intermediary. DISCOUNT: The difference between the cost of a security and its value at maturity when quoted at lower than face value. DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns and risk profiles. DURATION: A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed - income security. This calculation is based on three variables: term to maturity, coupon rate, and yield to maturity. Duration measures the price sensitivity of a bond to changes in interest rates. EARNED INCOME YIELD THIS PERIOD (annualized): The Total net Earnings this period divided by Average Daily Portfolio Balance and the number of days in the period, multiplied by 365 (or 360 depending on the profile setting), and then multiplied by 100. FACE VALUE: The principal amount owed on a debt instrument. It is the amount on which interest is computed and represents the amount that the issuer promises to pay at maturity. FAIR VALUE: The amount at which a security could be exchanged between willing parties, other than in a forced or liquidation sale. If a market price is available, the fair value is equal to the market value. FANNIE MAE: Trade name for the Federal National Mortgage Association (FNMA), a U.S. Government sponsored enterprise. FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that provides insurance on bank deposits, guaranteeing deposits to a set limit per account, currently $100,000. FEDERAL FARM CREDIT BANK (FFCB): Government - sponsored enterprise that consolidates the financing activities of the Federal Land Banks, the Federal Intermediate Credit Banks and the Banks for Cooperatives. Its securities do not carry direct U.S. government guarantees. FEDERAL FUNDS RATE: The rate of interest at which Federal funds are traded. This rate is considered to be the most sensitive indicator of the direction of interest rates, as it is currently pegged by the Federal Reserve through open- market operations. FEDERAL GOVERNMENT AGENCY SECURITIES: Federal Agency or United States government- sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises. 15 INVESTMENT POLICY FEDERAL HOME LOAN BANKS (FHLB): Government sponsored enterprise (currently made up of 12 regional banks) that regulates and lends funds and provides correspondent banking services to member commercial banks, thrift institutions, credit unions and insurance companies. Although the banks operate under federal charter with government supervision, the securities are not guaranteed by the U. S. Government. FEDERAL HOME LOAN MORTGAGE CORPORATION ( FHLMC): Government sponsored enterprise that helps maintain the availability of mortgage credit for residential housing. FHLMC finances these operations by marketing guaranteed mortgage certificates and mortgage participation certificates. Its discount notes and bonds do not carry direct U.S. government guarantees. FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): Government sponsored enterprise that is the largest single provider of residential mortgage funds in the United States. FNMA is a private stockholder -owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed -rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA securities do not carry direct U.S. Government guarantees. FEDERAL OPEN MARKET COMMITTEE (FOMC): A committee of the Federal Reserve Board, which establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves. FEDERAL RESERVE SYSTEM: The central bank of the U.S. which consists of a seven member Board of Governors, 12 regional banks and about 5,700 commercial banks that are members. FED WIRE: A wire. transmission service established by the Federal Reserve Bank to facilitate the transfer of funds through debits and credits of funds between participants within the Fed system. FREDDIE MAC: Trade name for the Federal Home Loan Mortgage Corporation ( FHLMC), a U.S. government sponsored enterprise. FITCH INDIVIUAL BANK RATINGS: Individual Ratings are assigned to banks that are legal entities. These ratings, which are internationally comparable, attempt to assess how a bank would be viewed if it were entirely independent and could not rely on external support. These ratings are designed to assess a bank's exposure to, appetite for, and management of risk, and thus represent the agency's view on the likelihood that it would run into significant financial difficulties such that it would require support. The ratings are as follows: A. A very strong bank - Characteristics may include outstanding profitability and balance sheet integrity, franchise, management, operating environment or prospects. B. A strong bank - There are no major concerns regarding the bank. Characteristics may include strong profitability and balance sheet integrity, franchise, management, operating environment or prospects. 16 INVESTMENT POLICY C. An adequate bank, which, however, possesses one or more troublesome aspects. There may be some concerns regarding its profitability and balance sheet integrity, franchise, management, operating environment or prospects D. A bank that has weaknesses of internal and /or external origin. There are concerns regarding its profitability and balance sheet integrity, franchise, management, operating environment or prospects. Banks in emerging markets are necessarily faced with a greater number of potential deficiencies of external origin. E. A bank with very serious problems, which either requires or is likely to require external support. F. A bank that has either defaulted or, in Fitch Ratings' opinion, would have defaulted if it had not received external support. Examples of such support include state or local government support, (deposit) insurance funds, acquisition by some other corporate entity or an injection of new funds from its shareholders or equivalent. Note: Gradations may be used among the ratings A to E: i.e. A/B, B /C, CID, and D /E. No gradations apply to the F rating. GINNIE MAE: Trade name for the Government National Mortgage Association (GNMA), a direct obligation bearing the full faith and credit of the U.S. Government. GOVERNMENT ACCOUNTING STANDARDS BOARD (GASB): A standard - setting body, associated with the Financial Accounting Foundation, which prescribes standard accounting practices for governmental units. GUARANTEED INVESTMENT CONTRACTS (GICS): An agreement acknowledging receipt of funds, for deposit, specifying terms for withdrawal, .and guaranteeing a rate of interest to be paid. INACTIVE DEPOSITS: Funds not immediately needed for disbursement. INTEREST RATE: The annual yield earned on an investment, expressed as a percentage. INTEREST RATE RISK: The risk of gain or loss in market values of securities due to changes in interest -rate levels. For example, rising interest rates will cause the market value of portfolio securities to decline. INVESTMENT AGREEMENTS: A contract providing for the lending of issuer funds to a financial institution which agrees to repay the funds with interest under predetermined specifications. INVESTMENT GRADE (LONG TERM RATINGS): The minimum, high quality ratings for long term debt such as corporate notes. Investment Grade ratings are as follows: A3 (Moody's), A- (W), and A- (Fitch). 17 INVESTMENT POLICY INVESTMENT PORTFOLIO: A collection of securities held by a bank, individual, institution or government agency for investment purposes. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash with minimum risk of principal. LOCAL AGENCY INVESTMENT FUND (LAIF): An investment pool sponsored by the State of California and administered /managed by the State Treasurer. Local government units, with consent of the governing body of that agency, may voluntarily deposit surplus funds for the purpose of investment. Interest earned is distributed by the State Controller to the participating governmental agencies on a quarterly basis. LOCAL AGENCY INVESTMENT POOL: A pooled investment vehicle sponsored by a local agency or a group of local agencies for use by other local agencies. MARK TO MARKET: Current value of securities at today's market price. MARKET RISK: The risk that the , value of securities will fluctuate with changes in overall market conditions or interest rates. Systematic risk of a security that is common to all securities of the same general class (stocks, bonds, notes, money market instruments) and cannot be eliminated by diversification (which may be used to eliminate non - systematic risk). MARKET VALUE: The price at which a security is currently being sold in the market. See FAIR VALUE. MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase agreements and reverse repurchase agreements that establish each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer - lender to liquidate the underlying securities in the event of default by the seller- borrower. MATURITY: The date that the principal or stated value of a debt instrument becomes due and payable. MEDIUM -TERM NOTES (MTNs): Unsecured, investment -grade senior debt securities of major corporations which are sold in relatively small amounts either on a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences. MODIFIED DURATION: The percent change in price for a 100 basis point change in yields. This is a measure of a portfolio's or security's exposure to market risk. MONEY MARKET: The market in which short term debt instruments (Treasury Bills, Discount Notes, Commercial Paper, Banker's Acceptances and Negotiable Certificates of Deposit) are issued and traded. MORTGAGED BACKED SECURITIES: A type of security that is secured by a mortgage or collection of mortgages. These securities typically pay principal and interest monthly. im INVESTMENT POLICY MUNICIPAL BONDS: Debt obligations issued by states and local governments and their agencies, including cities, counties, government retirement plans, school districts, state universities, sewer districts, municipally owned utilities and authorities running bridges, airports and other transportation facilities. MUTUAL FUND: An entity that pools money and can invest in a variety of securities which are specifically defined in the fund's' prospectus. NEGOTIABLE CERTIFICATE OF DEPOSIT: A large denomination certificate of deposit which can be sold in the open market prior to maturity. NET PORTFOLIO YIELD: Calculation in which the 365 -day basis equals the annualized percentage of the sum of all Net Earning during the period divided by the sum of all Average Daily Portfolio Balances. NEW ISSUE: Term used when a security is originally "brought" to market. NOTE: A written promise to pay a specified amount to a certain entity on demand or on a specified date. OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit: Sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. PAR VALUE: The amount of principal which must be paid at maturity. Also referred to as the face amount of a bond. See FACE VALUE. PORTFOLIO: The collection of securities held by an individual or institution. PREMIUM: The difference between the par value of a bond and the cost of the bond, when the cost is above par. PRIMARY DEALER: A group of government securities dealers who submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. These dealers are authorized to buy and sell government securities in direct dealing with the Federal Reserve Bank of New York in its execution of market operations to carry out U.S. monetary policy. Such dealers must be qualified in terms of reputation, capacity, and adequacy of staff and facilities. PRIME (SHORT TERM RATING): High quality ratings for short term debt such as commercial paper. Prime ratings are as follows: P1 (Moody's), Al (S &P), and F1 (Fitch). PRINCIPAL: The face value or par value of a debt instrument, or the amount of capital invested in a given security. PROSPECTUS: A legal document that must be provided to any prospective purchaser of a new securities offering registered with the Securities and Exchange Commission 19 INVESTMENT POLICY that typically includes information on the issuer, the issuer's business, the proposed use of proceeds, the experience of the issuer's management, and certain certified financial statements (also known as an "official statement "). PRUDENT INVESTOR STANDARD: A standard of conduct for fiduciaries. Investments shall be made with judgment and care - -under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. PUBLIC DEPOSITS: A bank that is qualified under California law to accept a deposit of public funds. PURCHASE DATE: The date in which a security is purchased for settlement on that or a later date. Also known as the "trade date ". RATE OF RETURN: 1) The yield which can be attained on a security based on its purchase price or its current market price. 2) Income earned on an investment, expressed as a percentage of the cost of the investment. REALIZED GAIN (OR LOSS): Gain or loss resulting from the sale or disposal of a security. REGIONAL DEALER: A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer. REPURCHASE AGREEMENT (RP or REPO): A transaction in which a counterparty or the holder of securities (e.g. investment dealer) sells these securities to an investor (e.g. the City) with a simultaneous agreement to repurchase them at a fixed date. The security "buyer" (e.g. the City) in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate the "buyer" for this. Dealers use RP extensively to finance their positions. Exception: When the Fed is said to be doing RP, it is lending money, which is, increasing bank reserves. REVERSE REPURCHASE AGREEMENT (REVERSE REPO): The opposite of a repurchase agreement. A reverse repo is a transaction in which the City sells securities to a counterparty (e.g. investment dealer) and agrees to repurchase the securities from the counterparty at a fixed date. The counterparty in effect lends the seller (e.g. the City) money for the period of the agreement with terms of the agreement structured to compensate the buyer. RISK: Degree of uncertainty of return on an asset. SAFEKEEPING: A service which banks offer to clients for a fee, where physical securities are held in the bank's vault for protection and book -entry securities are on record with the Federal Reserve Bank or Depository Trust Company in the bank's name for the benefit of the client. As agent for the client, the safekeeping bank settles securities transactions, collects coupon payments, and redeems securities at maturity or on call date, if called. 20 INVESTMENT POLICY SECURITIES AND EXCHANGE COMMISSION (SEC): Agency created by Congress to protect investors in securities transactions by administering securities legislation. SEC RULE 15C3 -1: See UNIFORM NET CAPITAL RULE. SECONDARY MARKET: A market for the repurchase and resale of outstanding issues following the initial distribution. SECURITIES: Investment instruments such as notes, bonds, stocks, money market instruments and other instruments of indebtedness or equity. SETTLEMENT DATE: The date on which a trade is cleared by delivery of securities against funds. SPREAD: The difference between two figures or percentages. It may be the'difference between the bid (price at which a prospective buyer offers to pay) and asked (price at which an owner offers to sell) prices of a quote, or between the amount paid when bought and the amount received when sold. STRUCTURED NOTE: A complex, fixed income instrument, which pays interest, based on a formula tied to other interest rates, commodities or indices. Examples include "inverse floating rate" notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising and "dual index floaters ", which pay interest based on the relationship between two other interest rates, for example, the yield on the ten -year Treasury note minus the Libor rate. Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements. STUDENT LOAN MARKET ASSOCIATION (SLMA): Government - sponsored enterprise that purchases student loans from originating financial institutions and provides financing to state student loan agencies. It provides a national secondary market for federally- sponsored student loans and credit to participants in the post secondary education lending sector. SUBORDINATED DEBT: Debt over which senior debt has priority. In the event of a bankruptcy, subordinated debt holders receive payment only after senior debt holders are paid in full. TIME DEPOSIT: A deposit with a California bank or savings and loan association for a specific amount and with a specific maturity date and interest rate. Deposits of up to $100,000 are insured by FDIC. Deposits over $100,000 are collateralized above the insurance with either government securities (at 110% of par value), first trust deeds (at 150% of par value), or letters of credit (at 105% of par value). TOTAL RATE OF RETURN: A measure of a portfolio's performance over time. It is the internal rate of return which equates the beginning value of the portfolio with the ending value, and includes interest earnings and realized and unrealized gains and losses on the portfolio. For bonds held to maturity, total return is the yield to maturity. TRUSTEE OR TRUST COMPANY OR TRUST DEPARTMENT OF A BANK: A financial institution with trust powers which acts in a fiduciary capacity for the benefit of the bondholders in enforcing the terms of the bond contract. 21 INVESTMENT POLICY UNDERWRITER: A dealer which purchases a new issue of municipal securities for resale. UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker /dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by U.S. government ,agencies, most of which are secured only by the credit worthiness of the particular agency. See AGENCIES. U.S. TREASURY OBLIGATIONS: Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are the benchmark for interest rates on all other securities in the U.S. The Treasury issues both discounted securities and fixed coupon notes and bonds. The income from Treasury securities is exempt from state and local, but not federal, taxes. TREASURY BILLS: Securities issued at a discount with initial maturities of one year or less. The Treasury currently issues three -month and six -month Treasury bills at regular weekly auctions. It also issues very short-term "cash management" bills as needed to smooth out cash flows. TREASURY NOTES: Intermediate -term coupon- bearing securities with initial maturities of one year to ten years. TREASURY BOND: Long -term coupon- bearing securities with initial maturities of ten years or longer. UNREALIZED GAIN (OR LOSS): Gain or loss that has not become actual. It becomes a realized gain (or loss) when the security in which there is a gain or loss is actually sold. See REALIZED GAIN (OR LOSS). VOLATILITY: Characteristic of a security, commodity or market to rise or fall sharply in price within a short-term period. WEIGHTED AVERAGE MATURITY: The average maturity of all the securities that comprise a portfolio that is typically expressed in days or years. WEIGHTED AVERAGE YIELD AT THE END OF PERIOD: The summation of each investment's period -end scheduled book value multiplied by its ending sub - period yield and divided by the total scheduled book value. Investments maturing on or before the end date of the report period will not affect the weighted average yield. WHEN ISSUED (WI): Short form of "when, as, and if issued." WI refers to a transaction made conditionally because a security, although authorized, has not yet 22 INVESTMENT POLICY been issued with the exception of new Treasury, Agency, and Corporate issuances to settle within 21 days. YIELD: The annual rate of return on an investment expressed as a percentage of the investment. See CURRENT YIELD; YIELD TO MATURITY. YIELD CURVE: Graph showing the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. YIELD TO MATURITY: Concept used to determine the rate of return if an investment is held to maturity. It takes into account purchase price, redemption value, time to maturity, coupon yield, and the time between interest payments. It is the rate of income return on an investment, minus any premium or plus any discount, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond, expressed as a percentage. 23 og nr�y O ° ~� AGENDA STAFF REPORT �trF¢S� DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Raul Godinez II, P.E., Director of Public Works /City Engineer Lorry Hempe, Public Works Special Projects Manager SUBJECT: Approval of First Amended Agreement . with Cal -City Construction, Inc. (CIP No. 67.007) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF CITY OF LYNWOOD APPROVING THE FIRST AMENDED AGREEMENT BETWEEEN THE CITY AND CAL -CITY CONSTRUCTION, INC. TO MODIFY THE RETENTION AMOUNT." Background: The Yvonne Burke -John D. Ham Park Community Center (Community Center) is a sustainably designed 8,600 plus square -foot building which includes a reception area, public restrooms, storage area, equipment room, central game room, three multi - purpose rooms, kitchen, staff offices, concession area and a security office. On May 26, 2015, the City Council authorized the modification to the plans to include solar panels and to accommodate a LEED Silver certification. On October 20, 2015, the City Council approved an award of contract to Cal -City Construction, Inc. for the construction of the Yvonne Burke -John D. Ham Park Community Center (Project). /I- Discussion & Analysis: The Notice of Inviting Bids for the construction of Yvonne Burke -John D. Ham Park was issued on July 30, 2015 following the City Council's approval to accept the plans and specifications and authorization to release a Request for Bid on July 7, 2015. The bid document included a provision for a 10 percent retention on payments. Retention is held on each payment to be released at the final conclusion of the project when the Notice of Completion is recorded. While a 10 percent retention had been permissible under State law, that has changed with the passage of SB 293. Senate Bill 293 became effective January 1, 2012, which added Section 7201 to the Public Contract Code, limiting the amount of retention proceeds that may be withheld on all public contracts executed after January 1, 2012. Public Contract Code Section 7201 limits retention amount to 5 percent. Section 7201(b) of the Public Contract Code provides, in part, that "retention proceeds withheld from any payment by a public entity from the original contractor... shall not exceed five percent of the payment." Section 7201(b)(4) provides, in part, that an awarding agency may withhold in excess of five percent on specific projects where the governing body of the public entity has approved a finding during a properly noticed and normally scheduled public hearing and prior to bid that the project is substantially complex and therefore requires a higher retention amount than 5 percent and the awarding entity includes both this finding and the actual retention amount in the bid documents." Gkkworks, the City's construction manager, notified the City of Cal -City Construction, Inc.'s assertion of the 5 percent retention. Upon review of the Public Contract Codes Section 7201, the requirements to impose retention in excess of 5 percent were not met. Staff was unaware of the change in statute limiting retention to 5 percent and the provisions to follow for an exception prior to the release of the bid document. Therefore, staff recommends an amendment to the contract be made to conform to Section 7201 of the_ Public. Contract Code by changing the retention from 10 percent to 5 percent. Fiscal Impact: There is no additional fiscal impact to recommended action. Coordinated With: Finance & Administration City Attorney 2 RESOLUTION. A RESOLUTION OF THE CITY COUNCIL OF CITY OF LYNWOOD APPROVING THE FIRST AMENDED AGREEMENT BETWEEEN THE CITY AND CAL -CITY 'CONSTRUCTION, INC. TO MODIFY THE RETENTION AMOUNT WHEREAS, on July 7, 2015, the City Council authorized the release of Notice Inviting Bids for the construction of the Yvonne Burke -John D. Ham Park Community Center, CIP No. 67 -007 (Project); and WHEREAS, the bid document contained a provision for a 10 percent retention; and WHEREAS, on October 20, 2015, the City Council approved an award of contract to Cal -City Construction, Inc. for the construction of the Yvonne Burke - John D. Ham Park Community Center (Project). WHEREAS, Senate Bill 293 became effective January 1, 2012, which added Section 7201 to the Public Contract Code, limiting the amount of retention proceeds that may be withheld on all public contracts executed after January 1, 2012; and WHEREAS, the exceptions to the 5 percent retention limit were not met prior to the release of the bid documents; and WHEREAS, Cal City Construction, Inc. is asserting the 5 percent retention. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. That the City Council hereby approves the First Amended Agreement, attached hereto as Exhibit A, between the City and Cal- Construction, Inc.. Section 2. That the City Council authorizes the Mayor to execute the First Amended Agreement in a form approved by the City Attorney. Section 3. That this Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016. Edwin Hernandez Mayor 3 ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney J. Arnoldo Beltran. City Manager APPROVED AS TO CONTENT: Raul Godinez II, P.E. Director of Public Works /City Engineer 0 EXHIBIT A FIRST AMENDED AGREEMENT This First Amended Agreement ( "Amended Agreement ") is made as of this 2nd day of February, 2016 by and between the City of Lynwood, a municipal corporation ( "City ") and Cal -City Construction, Inc. ( "Contractor ") (collectively the City and the Contractor are sometimes herein- referred to as "the parties "), to amend the CITY OF LYNWOOD AGREEMENT, FOR CONSTRUCTION OF PROJECT NO. 4011.67.007, ENTITLED "YVONNE BURKE -JOHN D. HAM PARK COMMUNITY CENTER" ( "Agreement ") between the Parties, entered into on October 20, 2015. RECITALS WHEREAS, the City desires to modify the retention amount applicable to the Contractor, provided for in the Bid Instructions, Section 2.9.1.2 ( "Progress and Final Payments "), page 2.9 -1, expressly incorporated into the parties' Agreement; and WHEREAS, the Contractor desires to continue to perform its obligations under the Bid Instructions, the Agreement, and this Amended Agreement. NOW, THEREFORE, in consideration of the performance by the Parties of the covenants and conditions herein contained, the Parties agree to amend the Agreement as follows: 1. Section 2.9.1.2. Progress and Final Payments. - -This Amended Agreement hereby modifies the retention amount at Section 2.9.1.2 of the Bid Instructions, as follows: "Subject to the provisions of Section 22300 of the Public Contract Code, a five percent (5 %) retention will be withheld from each progress payment." 2. All other covenants and conditions of the Agreement are hereby incorporated by reference. IN WITNESS WHEREOF, the Parties have entered into this Amended Agreement as the dates written above. [SIGNATURES TO FOLLOW] CITY OF LYNWOOD in Edwin Hernandez, Mayor Date ATTEST: in 1 Maria Quinones, City Clerk Date APPROVED AS TO FORM: 0 David A. Garcia, City Attorney Date CONTRACTOR Cal -City Construction, Inc. Woo S. Lim President 2 Date f AGENDA STAFF REPORT DATE: February 2, 2016 TO: Honorable Mayor & City Council Members APPROVED BY: J. Arnoldo Beltran, City Manager 3<1�1 PREPARED BY: Haydee M. Sai , it ctor of Human Resources & Risk Mgmt. SUBJECT: REQUEST FOR PROVAL OF RECLASSIFICATION OF PARKING ENFORCEMENT MANAGER TO PUBLIC SAFETY MANAGER Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN, FOR THE RECLASSIFICATION OF PARKING ENFORCEMENT MANAGER TO PUBLIC SAFETY MANAGER OF THE PUBLIC SAFETY DIVISON IN THE DEVELOPMENT, COMPLIANCE AND ENFORCEMENT SERVICES DEPARTMENT." Background: On January 5, 2016, Council approved the new classification of Public Safety Manager. Since the approval, staff has identified the need for approval of the reclassification by City Council to make the change in the organizational structure. The position of Parking Enforcement Manager needs to be reclassified to Public Safety Manager. Discussion & Analysis: The Personnel Rules and Regulations of the City of Lynwood grant the City Council the authority to adopt new reclassification statements and adjust the salary schedule. As such, the following recommendation is being made: RECLASSIFICATION Personnel Rule IV, Classification, Section 4 Reclassification states: Positions, the duties of which have changed materially to necessitate reclassification, shall be allocated by the Personnel Officer to a more appropriate class, whether new or already created. AGENDA ITEM i The following incumbent has been identified who falls within the above reclassification provision: INCUMBENT SALARY RANGE RECLASSIFIED SALARY RANGE POSITION POSITION Parking M -47 Public Safety M -61 Enforcement $4,705 - $5,723 Manager $6,388 - $7,764 Manager Fiscal Impact: On January 5, 2016, Council approved the new classification for the Public Safety Manager and the proposed salary range (base salary and benefits to fund the Public Safety Manager position at $133,911 (100% General Fund). The base salary and benefits cost for the Parking Control Manager position was $125,084. The base salary (Step B) and benefits costs for the Public Safety Manager is $133,911. The difference in base salary and benefits is $8,827. Coordinated With Finance Department City Manager's Office Attachments: Resolution RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN, FOR THE RECLASSIFICATION OF PARKING ENFORCEMENT MANAGER TO PUBLIC SAFETY MANAGER OF THE PUBLIC SAFETY DIVISON IN THE DEVELOPMENT, COMPLIANCE AND ENFORCEMENT SERVICES DEPARTMENT WHEREAS, the City Council of the City of Lynwood has adopted an Employee Classification and Position Plan and on occasion amends the plan as needed; and WHEREAS, the City Council of the City of Lynwood has adopted a salary resolution with salary schedules for Management Employees'; and WHEREAS, the City identified a need to upgrade salary levels of the identified position; and WHEREAS, the City Negotiator has informed the employee bargaining group regarding the proposed modifications and the Meet and Confer process has been completed. NOW, THEREFORE the City Council of the City of Lynwood does hereby find, determine, order and resolve as follows: Section 1. Reclassification of the following identified incumbent:: INCUMBENT SALARY RANGE RECLASSIFIED SALARY RANGE POSITION POSITION Parking M -47 Public Safety M -61 Enforcement $4,705 - $5,723 Manager $6,388 - $7,764 Manager Section 2. That the modifications so ordered by this resolution shall become effective immediately upon its adoption. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016. EDWIN HERNANDEZ, MAYOR ATTEST: MARIA QUINONEZ, CITY CLERK APPROVED AS TO FORM: DAVID A. GARCIA, CITY ATTORNEY J. ARNOLDO BELTRAN, CITY MANAGER APPROVED AS TO CONTENT: HAYDEE M. SAINZ, DIRECTOR OF DIRECTOR OF HUMAN RESOURCES AND RISK MANAGEMENT OL` LY?vy tl AGENDA STAFF REPORT ytlFOg� DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: J. Arnoldo Beltran, City Manager SUBJECT: Contract Amendment — Dissolution Recommendation: Special Counsel Services for LRA Staff recommends that the City Council adopt the attached resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH GUSTAVO LAMANNA FOR SPECIAL COUNSEL SERVICES RELATED TO THE FORMER LYNWOOD REDEVELOPMENT AGENCY ". Background: On February 4, 2015, the City entered into a contract with the Law Offices of Gustavo Lamanna to provide legal services in connection with Assembly Bill x1 26 and 1484; specifically, services related to the implementation of AB 26/1484 and the wind -down of the affairs of the former Lynwood Redevelopment Agency and related operations within the City of Lynwood ancillary to AB 26/1484. The contract was entered into under the contract authority of the City Manager in the amount of $15,000. Subsequently, on November 3, 2015 the contract was amended to increase it by $35,000 in anticipation of extended work intended to secure the City the Finding of Completion. Discussion: Mr. Lamanna performed the anticipated services very successfully. Along the way in November as staff discussed with him the need to secure a Finding of Completion and approval of the Long Range Property Management Plan (the "LRPMP "), it became apparent that there would not be enough time to secure the services of a third party to prepare and secure approval of the LRPMP prior to the holidays. Mr. Lamanna's initial role in the preparation of the LRPMP was intended solely as the legal advisor on the issue. The November 3, 2015 amendment did not anticipate Special Counsel (Mr. Lamanna) preparing the LRPMP. Rather than search for a consultant to prepare the LRPMP (which staff anticipated would be at a cost well in excess of $15,000), Mr. Lamanna was directed to prepare the LRPMP, submit the same and secure approval from the California Department of Finance before the end of the year. E /41 In the end, Mr. Lamanna dedicated close to 80 hours of his time toward the preparation of the LRPMP. Exclusive of December 2015 work there remains a balance of approximately $5,776 in the approved amount of $50,000. Staff seeks the amendment of the contract by an additional allocation of $10,000 to cover the work performed and wind up of the matter in January. Through November billings from Mr. Lamanna total $44,292 leaving a balance of $5,776 (a credit for $68 was received) to cover December and January billings. Total December billings are $12,090. January billings have not been received but are expected to be minimal. Applying funds on hand ($5,776) to the December balance leaves an amount of $6,314 to be covered by the new amendment. With the approval of the LRPMP and receipt of the Finding of Completion, Mr. Lamanna has been directed to cease all further work on the matter on behalf of the City. Fiscal Impact: The additional appropriation needed of $10,000 for the contract amendment. Funds are available in the City Manager's budget. Coordinated With: City Attorney Attachment: Resolution Current Gustavo Lamanna Contract 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH GUSTAVO LAMANNA FOR SPECIAL COUNSEL SERVICES RELATED TO THE FORMER LYNWOOD REDEVELOPMENT AGENCY WHEREAS, on February 4, 2015, the City entered into a contract with Gustavo Lamanna to provide legal services in connection with Assembly Bill x1 26 and 1484; and WHEREAS, the contract was for a not -to- exceed amount of $15,000; and WHEREAS, on November 3, 2015 the contract was amended to increase it by $35,000; and WHEREAS, the City desires to maintain specialized legal services pertinent to the wind -down of the affairs of the former Lynwood Redevelopment Agency and related operations within the City of Lynwood ancillary to AB 26/1484; and WHEREAS, the need existed to secure a Find of Completion and approval of the Long Range Property Management Plan by the California Department of Finance; and WHEREAS, a contract amendment in the amount of $10,000 is needed. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council authorizes the Mayor to execute the aforementioned contract amendment in a form approved by the City Attorney increasing the total not -to- exceed amount to $60,000. Section 2. This resolution shall become effective immediately upon its adoption. Section 3. The City Clerk shall certify as to the adoption of this City Council resolution. PASSED, APPROVED and ADOPTED this 2nd day of February 2016. Edwin Hernandez, Mayor City of Lynwood 4.1 ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney 0 J. Arnoldo Beltran City Manager dAMNT FOR LEGAL SERVICES FOR TIM, CITE' OF LYNWOOD (California Business & Professions Code section 6148) THIS AGREEMENT FOR LEGAL SERVICES FOR CITY OF LYNWOOD (the "Agreement") is dated and effective as of this 4th day of February, 2015, by and between the CITY OF LYNWOOD (hereinafter referred to as the "Client ") and GUSTAVO LAMANNA, an attorney authorized to practice law in California and with principal offices in the City of Los Angeles, California (hereinafter referred to as "Special Counsel "). WITNESSETH WHEREAS, Client desires to engage the services of Special Counsel for legal services pursuant to-the terms of this Agreement. NOW, T1 EREFORE, the-parties-hereto-do hereby mutually agree as follows: 1. SCOPE OF SERVICES Special Counsel agrees to render legal services to Client when and as requested by Client. Services to be.peiformed by Special Counsel .under this Agreement may include, but are not limited to, the rendering of legal advice concerning representation of the Client in connection with Assembly Bill A 26 and 1.484, as amended (collectively referred to herein, "AB 2611484 "). Special Counsel currently represents Client as it implements. AB 26/1484 and winds -down the affairs of the former Lynwood Redevelopment Agency and related operations within the City of Lynwood ancillary to AB 2611484. The legal services authorized by this Agreement shall consist of those continued services; associated legal costs and fees; and those additional services deemed necessary and appropriate by the parties consistent with AB 26/1484, as well as such other legal consulting. services on an on -call and as-need basis incident thereto; The services include consultation pertaining to interpretation, application and enforcement of the California law applicable to AB 26/1484 as well. as: furnishing of written legal opinions; hiring of appropriate consultants; drafting and. preparation of necessary administrative record documents, legal contracts and documents; legal review and approval of contracts and. documents; attendance at local hearings or other meetings as required; and litigation services; all as requested by Client. AGREEMENT FOR LEGAL SERVICES (CITY OF LYNWOOD.) Page 1 of 4 2. COMPENSATION AND BUDGET Special Counsel shall be compensated for services rendered under this Agreement in accordance with the schedule attached hereto as Exhibit A and incorporated hereinto this 4 -page Agreement by this reference. The- schedule attached as Exhibit A may be revised from time4o-time by Special Counsel, upon thirty (30) days' written notice to Client, consistent with Special Counsel's prevailing rates. Travel, subsistence and other out-of-pocket expenses authorized by Client in connection with the performance of duties under this Agreement shall be reimbursed as provided in Exhibit A. This Agreement is entered into under-the Fifteen Thousand Dollar ($15;000) contract authority of the City Manager of the City, which may be amended, re- allotted, and extended from time -to =time so long as this Agreement is in effect (the "Budget"). 3. METHOD OF FAYNTEN9' Special Counsel shall, within ten (10) days after the first of each calendar month, submit a statement to Client containing a breakdown of services performed during the preceding month, specifying the services performed, dates and number of hours, itemization of travel, subsistence and other expenses related thereto. The minimum hourly billing is, in tenth -hour increments. Payment shall be due within thirty (30) days thereafter. Interest in the amount of percent (1011/o) shall accrue on all past due invoices. If two or more payments are over thirty (30) days past due, Client agrees Special Counsel may withdraw from representation of the Client and terminate this Agreement. In addition to the breakdown of services, dates and number of hours, statements shall show the Budget, as may be amended, re>allotted, and extended, from time -to -time, and reductions thereof with the issuance of subsequent monthly billing statements. 4. RIGHT OF TER1VIQVATION This Agreement may be terminated at any time by either party hereto on written notice to the other. 5: NOTIFICATION OF CHANGE IN FORM Special Counsel reserves the right to effect changes in form, including, but not limited to: the change from a sole practitioner to a law corporation, part of another professional corporation or part of a partnership. Client shall be promptly notified in writing of any change in form. AGREWENT FOR LEGAL SERVICES (CITY OF LYNWOOD) Page 2 of 4 6- fR2LCM&U AND _.-MMM%Eg Gustavo Lamanna is the "key personner' for the purpose of this Agreement This Agreement shall be binding upon Client and Special Counsel and their successors, executors, administrators.and.assigns witiLrespect to all.ofthe.covenants. and conditions set forth.above. 76 RELATIONSHIP OF TEE EA&IM Nothing contained. in this Agreement shall be- deemed or construed as creating a partnership, joint venture, or -any other relationship between the parties hereto other fl=. attorney and client accordihg..to. the. provisions contained fierein;, or pause Client to be responsible -in any way for the dtbts or obligations of Special Counsel,-or anyother party. 8. WANEIt Should there be a situation in which, Special CbmePs legal representation of Client would pose a conflict of interest with other Special Counselclibuts,. Special Counsefteserves the right to terminate its representation of the Client and this Agreement and recommend the. hiring of new counsel to contfilueto provide legal representation. IN WITNESS THEREOF, Client and Special Counsel. have executed this. Agreemeftt as� of the date-shown above, "CLIENT" "SPECIAL COUNSEL" Crrly OF LYNWOOD, a Caff6raia municipal corporation Beltran, A zz Z_&o 0 city C. lov- APPROVED AS TO F Rhtt: By: City Attorney AGREEMENT FOR LEGAL SERVICES (CITY OF LUDLOQD Page 3 of 4 ffictive Date, Name EXHIBIT A TO 4- PAGE .AGREENENT FOR.LEGAL SERVICES (LYNWOOD) DATED AS OF FEBRUARY 4, 2015 Principal Attorney $195/hour (" LASSIFICATION OF ATTORNEYS AND OTHER PROFESSIONALS Status Billable Rate Gustavo Lanzanna Principal Attorney $195/hour Travel, subsistence, and other out -of pocket expenses. authorized in connection with the performance of duties under the agreement would include, along with any other such authorized expenses: a. The amount of the actual cost of coach class transportation by common carrier or at the per mile rate established by the IRS, if travel is performed by privately - owned vehicle; b. Reasonable subsistence expenses, supported by detailed records in the amount of actual costs; C. Taxi. fares, long distance telephone calls, and similar expenditures in the amount of the actual cost; d. Duplication costs for all copies. at cost of twenty -five (25) cents per page, and facsimile costs at one dollar (1.00) per page; and e. Fees and costs incurred by the firm in engaging consultants and experts approved by the client. The firm shall not be reimbursed for secretarial or typist services for normal office operating expense, with the exception of word processing.fees, but only if noted in the rate schedule. The firm shall be reimbursed for actual litigation costs, fees and expenses, such as filing fees, expert wituess.fees, charges for service of process- and costs of investigation. AGREEMENT FOR LEGAL SERVICES (CITY OF LYNWOODI Page 4 of 4 4.4� expstat.rpt Expenditure Status Report Page: 1 12/01/2015 10:26AM Periods: 0 through 16 City of Lynwood 7/1/2015 through 6/30/2016 1011 General Fund 25 City Manaqer 205 Administration Adjusted Year -to -date Year -to -date Prct Account Number Appropriation Expenditures Expenditures Encumbrances Balance Used 60001 Salaries & wages 245,803.00 120,740.12 120,740.12 0.00 125,062.88 49.12 60005 Temp /P -T 0.00 0.00 0.00 0.00 0.00 0.00 60015 Overtime 0.00 174.64 174.64 0.00 - 174.64 0.00 60020 Performance pay /educational 0.00 0.00 0.00 0.00 0.00 0.00 60025 Auto allowance 9,600.00 4,000.00 4,000.00 0.00 5,600.00 41.67 60999 Other salaries and wages 0.00 0.00 0.00 0.00 0.00 0.00 61001 PERS - retirement 64,244.00 28,997.11 28,997.11 0.00 35,246.89 45.14 61010 Employer's FICA 0.00 0.00 0.00 0.00 0.00 0.00 61015 Employer's medicare 3,419.00 1,839.44 1,839.44 0.00 1,579.56 53.80 61020 State disability insurance 2,122.00 644.11 644.11 0.00 1,477.89 30.35 61025 Unemployment Insurance 2,948.00 1,628.38 1,628.38 0.00 1,319.62 55.24 61030 Workers' compensation 21,812.00 11,370.50 11,370.50 0.00 10,441.50 52.13 61035 Group insurance 24,032.00 12,161.43 12,161.43 0.00 11,870.57 50.61 61036 Retirees group insurance 14,149.00 7,594.30 7,594.30 0.00 6,554.70 53.67 61037 Cash in Lieu 3,300.00 1,300.93 1,300.93 0.00 1,999.07 39.42 61045 Comp absences 0.00 0.00 0.00 0.00 0.00 0.00 61050 Educational exp. reimbursement 0.00 0.00 0.00 0.00 0.00 0.00 62001 Legal Fees 170,000.00 54,290.46 54,290.46 55,705.01 60,004.53 64.70 62015 Prof & contractual svcs 21,250.00 13,783.17 13,783.17 7,466.83 0.00 100.00 62016 Security Services 5,357.00 1,336.50 1,336.50 3,878.64 141.86 97.35 62025 Advertising & printing 1,000.00 0.00 0.00 400.00 600.00 40.00 62061 Contract Oversight 0.00 0.00 0.00 0.00 0.00 0.00 62062 Imaging Services 1,000.00 0.00 0.00 0.00 1,000.00 0.00 63025 Repairs /maint -bldg & equip. 2,000.00 0.00 0.00 0.00 2,000.00 0.00 63030 Rental bldgs & equipment 2,500.00 1,126.06 1,126.06 1,373.94 0.00 100.00 63045 Vehicle expense 0.00 0.00 0.00 0.00 0.00 0.00 64005 Liability insurance expense 39,669.00 0.00 0.00 0.00 39,669.00 0.00 64015 Travel & meetings 2,500.00 0.00 0.00 0.00 2,500.00 0.00 64399 Other fees for services 13,250.00 144.18 144.18 605.82 12,500.00 5.66 64501 Telephone 0.00 0.00 0.00 0.00 0.00 0.00 Page RESOLUTION NO. 2016.201 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH GUSTAVO LAMANNA FOR SPECIAL COUNSEL SERVICES RELATED TO THE FORMER LYNWOOD REDEVELOPMENT AGENCY WHEREAS, on February 4, 2015, the City entered into a contract with Gustavo Lamanna to provide legal services in connection with Assembly Bill x1 26 and 1484; and WHEREAS, the contract was for a not -to- exceed amount of $15,000; and WHEREAS, the City desires to maintain specialized legal services pertinent to the wind -down of, the affairs of the former Lynwood Redevelopment Agency and related operations within the City of Lynwood ancillary to AB 26/1484; and WHEREAS, a contract amendment in the amount of $35,000 is needed. NOW, THEREFORE- THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council authorizes the Mayor to execute the aforementioned contract amendment in a form approved by the City Attorney increasing the total not -to- exceed amount to $50,000.00. Section 2. This Resolution shall become effective immediately upon its adoption. Section 3. The City Clerk shall certify as to the adoption of this City Council Resolution. [THIS SPACE INTENTIONALLY LEFT BLANK] 1 PASSED, APPROVED and ADOPTED this 3`d day of November 2015. ATTEST: Maria Ouinonez City Clerk APPROVED AS TO FORM: "/j 14'. David A. Garcia City Atiomey OA Luis Solache, of Lynwood J. rnoldo Beltrcin City Manager STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 3`d day of November, 2015. AYES: COUNCIL MEMBERS ALATORRE, CASTRO, HERNANDEZ, SANTILLAN -BEAS AND SOLACHE NOES: NONE ABSENT: NONE ABSTAIN: NONE /a id. I Ig ara Quinonez, t ity Clerk Of STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2015.201 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 3`d day of November, 2015. aria Quinonez, City Clerk 3 og zp�, o v �;•;�E -zt� c , AGENDA STAFF REPORT �tlFO11 . DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council Honorable President and Members of the Lynwood Utility Authority APPROVED BY: J. Arnoldo Beltran, City Manager /Executive Director \ PREPARED BY: Christy Valencia, Finance Manager 1�,fm Delania G. Whitaker, Financial Analys I SUBJECT: Adoption of the Resolution Approving the Appointment of Mission Trail Advisor, LLC to Manage the Refunding of the 2008 Series A Enterprise Revenue Bonds Recommendation: Staff recommends that the City Council and the Lynwood Utility Authority adopt the respective attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS" • "A RESOLUTION OF THE LYNWOOD UTILITY AUTHORITY APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS" Background: In November2008, the Lynwood Utility Authority issued $9,755,000 of 2008 Series A Enterprise Revenue Bonds. The proceeds were used to refund the Water Revenue Bonds Series 1995, finance certain improvements to the water distribution system, finance certain capital improvements for the City, pay the cost of the issuance of the bonds and 4 und a reserve fund for the bonds. Discussion & Analysis: The bonds are eligible for refinancing, which will allow the City to reduce its annual debt service payments. Attached is a presentation prepared by Mission Trail Advisors, LLC ( "MTA "). MTA is a Municipal Advisory firm registered with the Securities & Exchange Commission and the Municipal Securities Rulemaking Board. MTA provides services through two seasoned veterans of the municipal finance industry, Mr. Lalo Trujillo and Mr. Steven Gortler, who have over 50 years of combined municipal industry experience. Given the current low interest rate environment, the outstanding 2008 Bonds can be refinanced with a significant economic benefit to the City. The estimated savings annually is $65,000, estimated at $1.5 million over the remaining life of the bonds. On a Net Present Value Basis (NPV), the estimated savings is $700,000. NPV is 8.66% of principal refinanced, which is almost three times the 3% target typically deemed in the industry as an attractive refinancing savings level. If City Council appoints MTA as the City's Municipal Advisor to manage the refunding of the bonds, the firm will manage all aspects of the transaction, minimizing the involvement of City staff in the transaction. They will assist the City in selecting the members of the Financing Team, will advise the City of the terms of the new bond sales and will manage all aspects of the transaction from beginning to end. Section 6 -3.13 of the Lynwood Municipal Code authorizes the City Council to dispense with formal bidding requirements by not less than four -fifths (4/5) vote, when the services may be acquired more economically and efficiently through direct negotiations. Fiscal Impact: There is no financial impact to the City's General Fund but the City can expect to save approximately $65,000 annually in Water Fund debt service payments. The fee for MTA's services will be part of the cost of the issuance of the bonds. The estimated savings levels are net of all transaction costs. The City retains the right to approve all cost of issuance including the fee to MTA. Coordinated With: City Attorney's Office Attachments: Resolutions Presentation prepared by Mission Trail Advisors, LLC 0) RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS WHEREAS, in November 2008, the Lynwood Utility Authority issued $9,755,000 of 2008 Series A Enterprise Revenue Bonds. The proceeds were used to refund the Water Revenue Bonds Series 1995, finance certain improvements to the water distribution system, finance certain capital improvements for the City, pay the cost of the issuance of the bonds and fund a reserve fund for the bonds; and WHEREAS, the bonds are eligible for refunding, which will allow the City to reduce its annual debt service payments; and WHEREAS, a presentation was prepared by Mission Trail Advisors, LLC ( "MTA "). MTA is a Municipal Advisory firm registered with the Securities & Exchange Commission and the Municipal Securities Rulemaking Board; and WHEREAS, MTA provides services through two seasoned veterans of the municipal finance industry, Mr. Lalo Trujillo and Mr. Steven Gortler, who have over 50 years of combined municipal industry experience; and WHEREAS, the estimated savings annually is $65,000, estimated at $1.5 million over the remaining life of the bonds; and WHEREAS, on a Net Present Value Basis (NPV), the estimate savings is $700,000. NPV is 8.66% of principal refinanced, which is almost three times the 3% target typically deemed in the industry as an attractive refinancing savings level; and WHEREAS, Lynwood Municipal Code 6- 3.13.a.3 section authorizes the City Council to dispense with formal bidding requirements by not less than four - fifths (4/5) vote, when the services may be acquired more economically and efficiently through direct negotiations; and WHEREAS, if City Council appoints MTA as the City's Municipal Advisor to manage the refunding of the bonds, the firm will manage all aspects of the transaction; and WHEREAS, the fee for the services will be part of the cost of the issuance of the bonds; and WHEREAS, staff recommends the City Council appoint MTA as the City's Municipal Advisor for the refunding of the 2008 Series A Enterprise Revenue Bonds. 3 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. The City Council by at least four -fifths (4/5) vote, hereby finds that the services provided by MTA justify dispensing with the formal bidding requirements per Lynwood Municipal Code section 6- 3.13.a.3 and hereby appoints MTA as the City's Municipal Advisor for the refunding of the 2008 Series A Enterprise Revenue Bonds. Section 2. The Mayor is authorized to execute an agreement with MTA for the services approved as to the form of the City Attorney. MTA will work on a contingent basis and as such will only be paid should the City refund the 2008 Series A Enterprise Revenue Bonds. Fees will be paid from the bond proceeds. Section 3. This resolution shall become effective immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of February, 2016. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney El Edwin Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Christy Valencia Finance Manager RESOLUTION NO. A RESOLUTION OF THE LYNWOOD UTILITY AUTHORITY APPROVING THE APPOINTMENT OF MISSION TRAIL ADVISOR, LLC ( "MTA ") TO MANAGE THE REFUNDING OF THE 2008 SERIES A ENTERPRISE REVENUE BONDS WHEREAS, in November 2008, the Lynwood Utility Authority issued $9,755,000 of 2008 Series A Enterprise Revenue Bonds. The proceeds were used to refund the Water Revenue Bonds Series 1995, finance certain improvements to the water distribution system, finance certain capital improvements for the City, pay the cost of the issuance of the bonds and fund a reserve fund for the bonds; and WHEREAS, the bonds are eligible for refunding, which will allow the City to reduce its annual debt service payments; and WHEREAS, a presentation was prepared by Mission Trail Advisors, LLC ( "MTA "). MTA is a Municipal Advisory firm registered with the Securities & Exchange Commission and the Municipal Securities Rulemaking Board; and WHEREAS, MTA provides services through two seasoned veterans of the municipal finance industry, Mr. Lalo Trujillo and Mr. Steven Gortler, who have over 50 years of combined municipal industry experience; and WHEREAS, the estimated savings annually is $65,000, estimated at $1.5 million over the remaining life of the bonds; and WHEREAS, on a Net Present Value Basis (NPV), the estimate savings is $700,000. NPV is 8.66% of principal refinanced, which is almost three times the 3% target typically deemed in the industry as an attractive refinancing savings level; and WHEREAS, Lynwood Municipal Code 6- 3.13.a.3 section authorizes the City Council to dispense with formal bidding requirements by not less than four - fifths (4/5) vote, when the services may be acquired more economically and efficiently through direct negotiations; and WHEREAS, if the Lynwood Utility Authority appoints MTA as the Municipal Advisor to manage the refunding of the bonds, the firm will manage all aspects of the transaction; and WHEREAS, the fee for the services will be part of the cost of the issuance of the bonds; and WHEREAS, staff recommends the Lynwood Utility Authority appoint MTA as the Municipal Advisor for the refunding of the 2008 Series A Enterprise Revenue Bonds. NOW, THEREFORE, THE LYNWOOD UTILITY AUTHORITY DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. The Lynwood Utility Authority by at least four -fifths (4/5) vote, hereby finds that the services provided by MTA justify dispensing with the formal bidding requirements per Lynwood Municipal Code section 6- 3.13.a.3 and hereby appoints MTA as the City's Municipal Advisor for the refunding of the 2008 Series A Enterprise Revenue Bonds. Section 2. The President is authorized to execute an agreement with MTA for the services approved as to the form of the City Attorney. MTA will work on a contingent basis and as such will only be paid should the City refund the 2008 Series A Enterprise Revenue Bonds. Fees will be paid from the bond proceeds. Section 3. This resolution shall become effective immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of February, 2016. ATTEST: Maria Quinonez Secretary APPROVED AS TO FORM: David A. Garcia City Attorney 0 Edwin Hernandez President J. Arnoldo Beltran Executive Director APPROVED AS TO CONTENT: Christy Valencia Finance Manager DUI .. -L rN 9' .�. . Refinancing Opportunity City of Lynwood Utility Authority Refunding Revenue Bonds Series 2016 Prepared: Dec. 23, 2015 MTA Mission Trail Advisors Public Finance Advisory Services Background -2008 Utility Authority Revenue Bonds ■ Issue: $9,755,000 Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A (the "2008 Bonds ") • Sale Date: November 25, 2008 • Maturity Date: June 1, 2038 • Call Date: June 1, 2017 (optional redemption date) • Use of Proceeds: Refinanced 1995 Bonds and funded construction of Water Wells 21 & 22 and a number of water mains, and acquisition of a new SCADA water monitoring system, and other smaller projects ■ Refinancing Opportunity: Given the current low interest rate environment, the outstanding 2008 Bonds can be refinanced today with a significant economic benefit to the City's Utility Authority, as further outlined on the next page 1 nti TiMP -mewl OWL) L�.'11�it•1�WY ties A 47�ww *[IA LrIw.n.�C1�Fr►�rl dr�f.xywri Ar�rr� A�www r+ . wr..w �I..IIa1n�.raNi. rrr�r [1� tidestirr i.Yw4 ffr �Y i lw ���lr��♦!Q%I.Y�.f1�.I rJ.11s�•-�Y1�1�ft��lrw�i .. aAYd.i tier tiati'wwr wN dr44l. w dti. wr www. w ww�ra[ ►•M•w� .w/ w 4 ti[wwwrwt r W �M.w +wrr�.1w�Yfwwr.�wra1i�..1.~ �Iw1�.w. d�fy�. rO��wr*� ;r��.�r�MrA`riy�Y�Y 'p4rfr►wrgadlMrC�.•�� =f�i+ tM�Mw.Ibww.Oiir.11L� ►iwriM.l. ll�tYt17� a. Yti►r. LYNWOOD UTILITI AL 1 HOKI I Y Cateipstw. Revenue B.nds, -21M 5e.tes A l>rwr nr. r a.a.... Ow1.w c w rww. ties 1M wYa awes ". [.�.��..'"'°°'a..�»«r(� = wry ►..t�"a`r.',►':`"9:.�+►yr'N'+�: s.,'�'ww M'"..�:i.'`.+w, �`��.."Li: '"'.w�r""'r..ne,:»� rMIR M.tiY..a[ tieAr Mw�wAl�i �R�iws/ it w dr.y.rr.wue�A.wl ti►M..Nww /wY �w M. a,.►titi�i'fawrw .ar wales► tiwwA r.wvu�.�ra�/y frwilAl •Iwr u.tir. M.tiia.w i.•`i..�y,:iMi�w. ►���r p!..tild r wwtieti wQft lingrwbYwllw.Y/ OM,rw..+r A.�YttMs.b+�:wdYrra isRe► ri Fwiwwryaar.�./,ar..l*r �wY.�►�.MwrwwM►wl.r /iwM� �. !wM w Ytir 81 �I. tgi.rwf V40, A h.W Ir'AwMwtl7 r' " .r. oMwr 4R i 4�w11 M► dbg . Negri r�w..w.rr.+rt wiM!rwY'E -Yar :i�wi M. M+/l+riia.:.�±Yi14s.li+ ftwi w W*r =•": r1VS urtw.wk.&t -d r�`tia��A..r 6K M d.C~MCua.w.w Ori.w.rww..• i- rAW —"WL2, ��w'l�I.f ti.11wM.• rig .+w >.r.�.r.w+*.rhr�..lwtaaw+Y i,� w .. 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(a l•allal�l •[ a \l) ICY •,)[1 �lpj TM OWMA'U "VA �. o+ww�+1w r til. aawl.tiww Y.wl .aw atiYwww+a aw wtl .<rtiw ti.q. 7Mfwokmwo" was a *now? of **A , . :..wI�..Y''w.r..wwrw�'"''" . ti` dt. w. wr. wL��Iiiiil lwwlnAY►rMi�tiwlrw�wMrw riF.t• tiwtiA .aAd.awrtitardrti.awfl��.YYFww.r btiil�awArwtiYr 11Maw�U: (r twa.a �.few.A p�1�1�yL.IUtiw.f�lb/w��.R/ i.1�y�is aidrwiAw�ir M.�GMtws'* STONs & YOUN(istne, LLC ,... %.waw w No Summary of Proposed Refunding • Refunding Type — Advance: The 2008 Bonds are subject to optional redemption on June 1, 2017. The bonds can be "advance refunded" at this time with an economic benefit to the City. • Refunded Principal: $8,080,000 ($430,000 left unrefunded) • Maturity Date: June 1, 2038 (same date as 2008 Bonds; maturity not extended) • Estimated Savings: ■ $1,500,000* over the remaining life of the Bonds ■ $65,000 annually ■ $700,000* on a "Net Present Value Basis" ( "NPV ") ■ NPV is 8.66% of principal refinanced ■ Summary: • The NPV savings level of 8.66% is almost three times the 3% target typically deemed in the industry as an attractive refinancing savings level • The estimated savings levels are net of all transaction costs • All aspects of the transaction would be managed by Mission Trail Advisors LLC, minimizing the involvement of City staff in the transaction Savings estimates are indicative only and based on current market conditions. Actual savings will depend on interest rate levels prevailing at the time of the bond sale, and could be higher or lower. Our Role in the Transaction ■ As the City's Municipal Advisor, we will assist the City in selecting the members of the Financing Team, will advise the City on the terms of the new bond sale, and will manage all aspects of the transaction from beginning to end ■ As the City's Municipal Advisor, we will have a fiduciary responsibility to the City and its best interests in the transaction State and Local Governments (Taxpayers) Underwrit"sj Underw"In Syndkare Balling Group Olhrr Municipal Members Members CaseI Advisorts} Feility /MMr ," Consultant Underwriter's _� .. Counsel - Credit Rtttill� Disclosure Enhancer Agencies Counsel Bond _ Counrd Chart Source: Municipal Securities The char iNstraws the numbar of pro`esvonals involved in a negetiated municipal bond financing transactjon Rulemaking Board 3 Firm &Staff Profiles ■ Mission Trail Advisors, LLC, ( "MTA ") is a Municipal Advisory firm registered with the Securities & Exchange Commission and the Municipal Securities Rulemaking Board ■ MTA provides services though two seasoned veterans of the municipal finance industry, Messrs. Lalo Trujillo and Steven Gortler, who have over 50 years of combined municipal industry experience ■ Mr. Lalo Trujillo will manage this transaction. His brief profile is as follows: ■ 25 years municipal industry experience, including Group Leader /Manager and Managing Director levels ■ 8 years experience as senior -level professional with bond underwriters ■ He has held the FINRA Municipal Securities Principal (Series 53) and FINRA General Securities Representative (Series 7) licenses ■ Managed 109 bond transactions since 2011 as a Municipal Advisor ■ B.S. in Finance from UC Berkeley; MBA from UCLA 2 Our Value Proposition Completely independent Municipal Advisory firm with one single line of business—Municipal Advisory services in support of municipal debt issuances is our spec4ty and it is all we do 0 Ciient-focused, not volume focused, thereby guaranteeing a strong ieve� of care and commitment to each client engagement ■ All work performed at the senior level by industry veterans with strong industry ties—each with over 25 years of industry experience Senior-level direct bond underwriting experience, thereby very well qualified to �ead this refinancing for the City of Lynwood ■ Strong familiarity with, and affinity for, the City of Lynwood community City Administration J. Arnoldo Beltran, City Manager (310) 603 -0220, ext. 200 abeltranalynwood. ca. us Amanda Hall, Director of Finance Telephone (310)603 -0220, 281 E -mail: ahalia- lynwood.ca.us BUDGET FY 2014 -15 Revenues General Fund 26,416,767 Tota 1 107,114, 984 Expenditures General Fund 27,289,941 Total 127,692,409 Lynwood is a city in Los Angeles County, California. As of the 2010 census, the city had a total population of 69,772, down from 69,845 at the 2000 census. Wikipedia Area: 4.84 mil Weather: 54T (12 °C), Wind NW at 0 mph (0 km /h), 86% Humidity Zip code: 90262 Population: 71,371 (2013) OF Lys UA;wd AGENDA STAFF REPORT DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Mark Flores, Recreation and Community Services Dire cto Jose Trejo, Deputy Director SUBJECT: Transfer of CDBG Funds to Recreation Senior Division; Account Recommendation: Staff recommends that the City Council approve the adoption of the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TRANSFERRING $13,685 FROM THE CDBG FUND TO THE RECREATION SENIOR CITIZENS PROGRAM CDBG ACCOUNT 2941.60.720.60005 TO COVER PART -TIME SALARIES THROUGH THE END OF THE FY 2015 -16." Background: The City Council approved $50K in Community Development Block Grant (CDBG). funds for the Senior Citizens Program in Resolution No. 2015.072 on May 5, 2015. Attached is a copy of the Resolution detailing the allocation of CDBG funds. Inadvertently, only $36,315 was appropriated to Recreation - Senior Citizens Programs in the FY 2015 -16 adopted budget. The balance is $13,685. The funds are needed to pay for part-time staff salaries through the end of the FY 2015 -16. Discussion & Analysis: Every year, the City Council adopts a resolution allocating CDBG funds for that year. CDBG funds are used to deliver activities and services that address the needs of low to moderate income residents. The Council approved $50K for activities and services operated for ';;senior citizens. Staff is now coming back to the City Council with the request of AGENDA ITEM correcting an error in the CDBG appropriation for the senior citizens program which was entered into the Recreation- Senior Citizens Program CDBG account as $36,315. Due to the account oversight, staff is requesting that the balance in the amount of $13,685, which is the difference of the original allocation from the CDBG fund be transferred to the Recreation- CDBG Senior Citizens Program account # 2941.60.720. Fiscal Impact: There is no impact on the General Fund. CDBG allocations are adopted as part of the City's Operating Budget. Once the transfer is approved, a budget amendment in the appropriate expenditure accounts would be made to reflect the corrected amount of CBDG funding designated to the senior citizens program. Coordinated With: City Manager's Office City Attorney's Office Finance Department Attachments: Executed Resolution No. 2015.072 CBDG Expenditure Status Report RESOLUTION NUMBER A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TRANSFERRING $13,685 FROM THE CDBG FUND TO THE RECREATION SENIOR CITIZENS PROGRAM CDBG ACCOUNT 2941.60.720.60005 TO COVER PART -TIME SALARIES THROUGH THE END OF THE FY 2015 -16. WHEREAS, on May 5, 2015 the City Council approved the Fiscal Year (FY) 2016 Strategic Plan which carries out Community Development Block Grant (CDBG) and Home Investment Partnership Grant (Home) funded activities in Resolution No. 2015.072; and WHEREAS, The City Council approved a CDBG Fund allocation of $50K to the senior citizens program; and WHEREAS, the CDBG funds are used for staff salaries to implement special events and programs operated for the senior citizens; and WHEREAS, staff is requesting to correct an accounting error in the CDBG appropriation for the senior citizens program; and WHEREAS, transferring $13,685 to the Recreation- CDBG account will not trigger an amendment to the City's FY 2016 Strategic Plan for the CDBG Program since the funding will not increase the original allocation to thesenior citizens program for FY 2015 -16. NOW, THEREFORE, The City Council of the City of Lynwood does hereby find, proclaim, order and resolve as follows: Section 1. The City Council authorizes the transfer of funds from the CDBG fund to the Recreation -CDBG Senior Citizens Program (2941.60.720.60005) in the amount of $13,685. Section 2. The City Council authorizes the City Manager or his designee to carryout the necessary financial transaction as so ordered by this resolution. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED, APPROVED, and ADOPTED this 2nd day of February 2, 2016: Edwin Hernandez Mayor ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Mark Flores Director of Recreation and Community Service STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the above and foregoing resolution was duly adopted by the City Council of said City at its regular meeting thereof held in the City Hall of the City on the 2nd day of February, 2016 and passed by the following vote: AYES: NOES: ABSTAIN: ABSENT: Maria Quinonez City Clerk, City of Lynwood STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and foregoing is a full, true and correct copy of Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this 2nd day of February, 2016. Maria Quinonez City Clerk, City of Lynwood RESOLUTION NO. 2015.072 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE HOUSING AND URBAN DEVELOPMENT CONSOLIDATED 5 -YEAR PLAN (2015- 2020), THE FISCAL YEAR 2016 STRATEGIC PLAN AND ANALYSIS OF IMPEDIMENT TO FAIR HOUSING CHOICE (Al) FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND . HOME INVESTMENT PARTNERSHIP GRANT (HOME) PROGRAMS WHEREAS, in order to receive Community Development Block Grant (CDBG) and HOME Investment Partnership Grant (HOME) funds, the Department of Housing and Urban Development (HUD) requires Lynwood to submit a Consolidated 5 -Year Plan which serves as a planning document, an application for federal funds, and includes the Fiscal Year (FY) 2016 Strategic Plan to be followed in carrying out CDBG and HOME funded activities; and WHEREAS, in an effort to comply with HUD's fair housing requirements, the City conducted an analysis to identify impediments to fair housing choice, and completed a fair housing action plan which is included in the Consolidated 5 -Year Plan and describes actions the Qity will take to overcome and /or mitigate impediments to fair housing choice; and WHEREAS, the City expects to have $1,150,136 in CDBG funds and $316,296 in HOME funds for FY 2016 to carry out goals set in the City's Consolidated 5 -Year Plan and implemented in the FY 2016 Strategic Plan; and WHEREAS, on April 1, 2015, Lynwood's Community Development Block Grant Commission conducted a public hearing to obtain citizen input on the draft Consolidated 5 -Year Plan; FY 2016 Strategic Plan and Analysis of Impediments to Fair Housing Choice and received no negative input or comments; and WHEREAS, the Lynwood City Council has reviewed the draft Consolidated 5- Year Plan, FY 2016 Strategic Plan and draft Analysis of Impediments to Fair'Housing Choice and taken into consideration recommendations by the Community Development Block Grant Commission and the public. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Lynwood City Council approves the draft Consolidated 5 -Year Plan (2015- 2020), which includes the FY 2016 Strategic Plan and Analysis of Impediments Action Plan and any amendments made at the May 5, 2015 City Council meeting. Section 2. The Lynwood City Council approves the following allocations and activities as part of the FY 2016 Strategic Plan: CDBG PROGRAM FUNDS HOME-PROGRAM FUNDS CDBG Administration $215,000 Fair Housing Foundation 10,000 Section 108 Loan Repayment 629,983 HOME Administration $31,630 Code Enforcement Program 245,153 HOME CHDO Activity 47,445 Senior Citizens Program 50,000 HOME Improvement Program 237,221 $1,150,136 $316,296 Section 3. This Resolution shall become effective immediately upon its adoption. PASSED, APPROVED and ADOPTED this 5th day of May, 2015. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO F M: David A. -Garcia, City Attorney APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager expstat.rpt Expenditure Status Report Page: 1 01/14/2016 7:36AM Periods: 0 through 16 City of Lynwood 7/1/2015 through 6/30/2016 2941 HUD /CDBG Fund 60 Recreation & Community Services 720 Senior Citizens Programs Account Number 60001 Salaries 60005 Temporary/part-time 60040 Uniform allowance 61001 PERS - retirement 61010 Employer's FICA 61015 Employer's Medicare 61020 State disability ins. 61025 Unemployment insurance 61030 Workers compensation 61035 Group insurance 61036 Retirees group insurance 61037 Cash in Lieu 62062 Imaging Services 64005 Liability insurance expense 65020 Operating supplies 65021 Paper supplies 0.00 Total HUD /CDBG Fund Grand Total (Not all accounts may be included.) Adjusted Annrnnriatinn 21,856.00 0.00 0.00 5,955.00 0.00 317.00 197.00 273.00 2,022.00 1,984.00 1,311.00 2,400.00 0.00 0.00 0.00 0.00 36,315.00 36,315.00 19,478.53 19,478.53 Year -to -date Encumbrances 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Prct Balance - Used 10,158.42 Year -to -date Expenditures Expenditures 11,697.58 11,697.58 0.00 0.00 0.00 0.00 3,186.94 3,186.94 0.00 0.00 188.71 188.71 117.14 117.14 161.24 161.24 1,212.31 1,212.31 940.67 940.67 773.91 773.91 1,200.03 1,200.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 19,478.53 19,478.53 19,478.53 19,478.53 Year -to -date Encumbrances 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Prct Balance - Used 10,158.42 53.52 0.00 0.00 0.00 0.00 2,768.06 53.52 0.00 0.00 128.29 59.53 79.86 59.46 111.76 59.06 809.69 59.96 1,043.33 47.41 537.09 59.03 1,199.97 50.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16,836.47 53.64 16,836.47 53.64 Page: 1 �g LY1y d AGENDA STAFF REPORT t� �t1F 08� DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council Honorable Chair and Members of the Housing Authority APPROVED BY: J. Arnoldo Beltran, City Manager /Executive Director � - PREPARED BY: J. Arnoldo Beltran, City Manager /Executive Director SUBJECT: Approval to Enter Into An Owner Participation Agreement for the Plaza Mexico Expansion Project Recommendation: Staff recommends that the City Council of the City of Lynwood and Board of Directors of the Lynwood Housing Authority adopt the attached resolution entitled, "A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AND BOARD OF DIRECTORS OF THE LYNWOOD HOUSING AUTHORITY APPROVING AN OWNER PARTICIPATION AGREEMENT FOR THE PLAZA MEXICO EXPANSION, AUTHORIZING EXECUTION OF SAME BY THE MAYOR OF THE CITY OF LYNWOOD AND CHAIRPERSON OF THE LYNWOOD HOUSING AUTHORITY, AND DIRECTING THE FILING OF A NOTICE OF EXEMPTION FOR SAID OWNER PARTICIPATION AGREEMENT PURSUANT TO CEQA GUIDELINES 15061 AND 15062 AND GOVERNMENT CODE SECTION 65457(a)." Background: Plaza Mexico (the "Project ") is one of Lynwood's more significant commercial development projects and a major landmark in the region. Plaza Mexico has developed into a major destination and attraction but is also in need of considerable improvements and renovation. 3000 E. Imperial, LLC and Plamex Investments, LLC (the "Participant ") have jointly been engaged in discussions with City staff about the anticipated expansion of the Project, including the development of certain residential units within the City as well as pedestrian and fagade improvements to the Project. After a number of these discussions, it was mutually agreed by the Participant, City of Lynwood ( "City "), and Lynwood Housing Authority (the "Authority ") that construction and development of residential units and the pedestrian and fagade improvements proposed by the Participant would be in the best interest of the City and its residents. The City and Authority (collectively "Lynwood ") and the Participant have negotiated and desire to enter into an Owner Participation Agreement ( "OPA ") providing for the development of residential units and pedestrian and fagade improvements on certain real property owned by the Participant. Discussion: After several months of intense negotiations, the parties (via their legal counsel) have finally arrived at a mutually agreeable draft of the OPA. Staff will present a summary of the key elements of the OPA during the Council meeting. Approval of the attached resolution accepting the OPA and authorizing its execution is sought for the Project. California Environmental Quality Act: The Project as described in the OPA is categorically exempt pursuant to Government Code section 65457(a) and CEQA Guideline 15061(b)(1); pursuant to which, the City and /or Authority shall file a Notice of Exemption under CEQA Guideline 15062. Fiscal Impact: There is no fiscal impact to the General Fund as fees incurred in the process will be covered by the deposit required of the Participant the deposit from Plaza Mexico. Coordinated With: Finance Department City Attorney Attachment: Resolution CITY RESOLUTION NO. LHA RESOLUTION NO. A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AND BOARD OF DIRECTORS OF THE LYNWOOD HOUSING AUTHORITY APPROVING AN OWNER PARTICIPATION AGREEMENT FOR THE PLAZA MEXICO EXPANSION, AUTHORIZING EXECUTION OF SAME BY, THE MAYOR OF THE CITY OF LYNWOOD AND CHAIRPERSON OF THE LYNWOOD HOUSING AUTHORITY, AND DIRECTING THE FILING OF A NOTICE OF EXEMPTION FOR SAID OWNER PARTICIPATION AGREEMENT PURSUANT TO CEQA GUIDELINES 15061 AND 15062 AND GOVERNMENT CODE SECTION 65457(a) WHEREAS, Plaza Mexico (the "Project ") is one of Lynwood's more significant commercial development projects and a major landmark in the region, and has developed into a major destination and attraction but is in need of considerable improvements and renovation; WHEREAS, as part of the revitalization effort in and around the Project, the developer of the Project and the City of Lynwood engaged in significant discussions regarding the modernization and expansion of the Project resulting in the City of Lynwood and the Lynwood Parking Authority entering into a Development and Disposition Agreement ( "DDA ") with the developer of the Project on November 5, 2013; and WHEREAS, after a number of these discussions, it became apparent that the DDA was not the most effective and expeditious way to pursue the revitalization goals of the parties; and WHEREAS, upon the advice of Special Counsel the negotiators adopted the recommendation that an Owner Participation Agreement ( "OPA ") be entered with certain developer - related entities consisting of 3000 E. Imperial, LLC and Plamex Investments, LLC (the "Participant "), with respect to the construction of certain residential units at the K & K site and other Participant -owned parcels as well as certain pedestrian and fagade improvements to the Project; and WHEREAS, staff is seeking approval of the OPA in the form attached to this resolution, authorizing the Mayor and Chairperson to execute the OPA, and directing staff to file of a notice of exemption under the California Environmental Quality Act ( "CEQA "). NOW, THEREFORE THE CITY COUNCIL AND LYNWOOD HOUSING AUTHORITY DO HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. That the City Council and Lynwood Housing Authority approve and authorize the execution of an Owner Participation Agreement in the form attached. Section 2. This resolution shall become effective immediately upon its adoption. Section 3. The City Clerk and Secretary shall certify as to the adoption of this City Council and Lynwood Housing Authority Resolution. Section 4. That City staff file a notice of exemption with regard to the OPA under CEQA Guideline 15062 pursuant to Government Code section 65457(a) and CEQA Guideline 15061(b)(1). PASSED, APPROVED and ADOPTED this 2nd day of February 2016: ATTEST: Maria Quinonez City Clerk/Authority Secretary APPROVED AS TO FORM: David A. Garcia City Attorney /Authority Counsel Edwin Hernandez, Mayor /Chair J. Arnoldo Beltran City Manager /Executive Director OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT (this "OPA" or this "Agreement," as further defined in Section 201) is entered into as of February , 2016 by the CITY OF LYNWOOD, a municipal corporation (the "City "), and the LYNWOOD HOUSING AUTHORITY ( "Authority "), on the one hand, and 3000 E. IMPERIAL, LLC, a California limited liability company, and PLAMEX INVESTMENTS, LLC, a California limited liability company, on the other hand (collectively, for convenience, the "Participant "). For and in consideration of the mutual covenants and promises set forth herein, the City, the Authority and Participant (together, referenced herein as the "Parties ") agree as follows: RECITALS A. The subject matter of this Agreement is the Participant's development of a market -rate housing project along with related parking, as well as certain building fagade and pedestrian circulation improvements (the "Project "), all on certain parcels of real property more particularly described as the "Site" and designated on the Site Map appended to this Agreement as Attachment No. 1. The Site is also more particularly described and referred to as Parcel A and Parcel B as set forth in the Legal Description of Site appended to this Agreement as Attachment No. 2 and Scope of Development appended to this Agreement as Attachment No. 4. B. The Site shall be developed in a single phase in accordance with the Schedule of Performance (Attachment No. 3) and the Scope of Development (Attachment No. 4) as generally depicted in Attachment No. 4 -A. C. The City and the Authority acknowledge that the improvements to be constructed by the Participant pursuant to this Agreement (as described in the Scope of Development) shall be consistent with the November 2006 Long Beach Boulevard Specific Plan, Downtown Village II section of the City as well as the general plan, planning and zoning code, and related ordinances and resolutions of the City. Following the execution of this Agreement by the parties, Participant shall timely submit all necessary plans, permits and any other required documents to the City in compliance with the City's applicable planning and zoning laws and in accordance with the Schedule of Performance, appended hereto as Attachment No. 3. D. The fulfillment of this Agreement is in the vital and best interests of the Authority and the City and the health, safety, morals and welfare of its residents of the City, and in accordance with the public purposes and provisions of all applicable federal, state and local laws and requirements, including but not limited to, those of the City. 1. (4100) PURPOSE OF THE AGREEMENT. This Agreement is intended to provide for Participant's development and construction of the Project on the Site. The development of the Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the Authority, the City and the welfare of its residents. {01037527} {01037527} {01037527} -1- 01095/0026 \151843.01 2. 0200) DEFINITIONS. The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: A. MR) Agreement. The term "Agreement" shall mean this Owner Participation Agreement, including all attachments, which attachments are a part hereof and incorporated herein in their entirety, along with any and all other documents incorporated herein by reference. B. 0202) City. The term "City" shall mean the City of Lynwood, a municipal corporation. C. W03) Days. The term "days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified. D. (4204) Deposit. The term "Deposit" shall have the meaning set forth at Section 400 herein. E. (4205) Effective Date. The "Effective Date" of this Agreement shall be on the date this Agreement is approved and executed by the City and the Authority following a public meeting. F. (4206) Project. The term "Project" shall mean the improvements to be constructed by Participant on the Site pursuant to this Agreement and as described in the Scope of Development, appended hereto as Attachment No. 4. 3. 300) PARTIES TO THE AGREEMENT. A. 0301) Authority. Authority is a public entity established by the City Council of the City pursuant to Part 2 of Division 24 of the California Health & Safety Code, (i.e., California Health & Safety Code sections 34240 et seq)., having all powers granted under Health & Safety Code sections 34310 et seq. B. ( &302) City. City is a municipal corporation. {01037527} {01037527 }101037527} -2- 01095/0026 \151843.01 C. 0303) Participant. 1. Identification. Participant is comprised of 3000 E. Imperial, LLC, a California limited liability company and Plamex Investments, LLC, a California limited liability company. The principal office of Participant for the purposes of this Agreement is located at 3100 E. Imperial Highway, Lynwood, California 90262. Participant represents and warrants to Authority that Participant is duly qualified to do business and in good standing under the laws of the State of California and, as of the Effective Date, has all requisite power and authority to carry out Participant's business as now and whenever conducted and to enter into and perform Participant's obligations under this Agreement. Except as may be expressly provided herein, all of the terms, covenants and conditions of this Agreement shall be binding on, and shall inure to the benefit of Participant, and the permitted successors, assigns and nominees of Participant. Wherever the term "Participant" is used herein, such term shall include any of its permitted successors and assigns, as herein provided. 2. Qualifications. Subject to the provisions of this Section 303, the qualifications and identity of Participant are of particular concern to Authority and City, and it is because of such qualifications and identity that Authority has entered into this Agreement with Participant. Authority has considered the Site location and characteristics, the public costs of development of the Site and return on investment, and the kinds of uses necessary to produce a successful multi - family residential project (together with parking facility therefor) and ancillary retail fagade and pedestrian circulation improvements; the type of which, specifically desired by the Authority and City. Based upon these considerations, the Authority has imposed certain restrictions on transfer of this Agreement. D. N 304) Restrictions on Transfer. 1. Transfer Defined. As used in this section, the term "transfer" shall include any assignment, hypothecation, mortgage, pledge, conveyance, or encumbrance of this Agreement, the Site or the improvements thereon. A transfer shall also include the transfer to any person or group of persons acting in concert of more than fifty percent (50 %) of the present ownership and /or control of Participant in the aggregate taking all transfers into account on a cumulative basis. In the event Participant or its successor is a corporation, such transfer shall refer to the transfer of the issued and outstanding capital stock of Participant; in the event that Participant is a limited liability company, such transfer shall refer to the transfer of the membership interest of Participant; in the event that Participant 101037527) {01037527} {010375271 -3- 01095/0026 \151843.01 is a limited or general partnership, such transfer shall refer to the transfer of the limited or general partnership interest; taking all transfers into account on a cumulative basis. The parties acknowledge that Participant may assign its construction and maintenance duties pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that any such assignment of this type shall not constitute a "Transfer" for the purposes of this Section 304 or violate this Agreement. 2. Restrictions Prior to Completion. Except as otherwise provided in this Agreement, prior to issuance of a release of construction covenants in the form and substance appended to this Agreement as Attachment No. 5 or in such other form and substance as may be approved by the Participant, the City and the Authority ( "Release of Construction Covenants "), Participant shall not transfer this Agreement or any of Participant's rights hereunder, directly or indirectly, voluntarily or by operation of law, without the prior written approval of Authority and if so purported to be transferred, the same shall be null and void. In considering whether it will grant approval to any assignment by Participant of its interest set forth above before the issuance of the Release of Construction Covenants, which assignment requires Authority approval, Authority shall consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial strength and capability of the proposed assignee to perform Participant's obligations hereunder; (iii) the proposed assignee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects; and (iv) how the proposed assignee will have the ability to finance, own, operate and maintain a high quality multi- level public parking and retail facility in the City, similar to the Project in terms of reputation and amount of anticipated sales to be generated from the Site. Subject to the Exceptions noted in this Section 304 below, no purported assignment or transfer of any of Participant's obligations hereunder shall be effective unless and until the successor party executes and delivers to Authority an assumption agreement in a form reasonably approved by Authority assuming such obligations. 3. Exceptions. Notwithstanding any other provision set forth in this Agreement to the contrary, the restrictions on transfer set forth in this Section 304 shall not apply and Authority approval of a transfer shall not be required in connection with any of the following: (a) Any mortgage, deed of trust, or other form of conveyance for financing or refinancing Participant's direct and indirect costs to finance the development of the Site, provided that Participant shall use commercially reasonable efforts to notify Authority in advance of any such mortgage, deed of trust, or other form of conveyance for financing. (b) The conveyance or dedication of any portion of the Site to the Authority or other appropriate governmental agency, or the granting of easements {01037527} {01037527 }101037527} -4- 01095/0026 \151843.01 or permits to facilitate the development of the Site. (c) A transfer of ownership or control interests between members of the same family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of members of the trustor's family; or transfers to a corporation, partnership or other legal entity such as a limited liability company in which the members of Participant or their affiliates directly or indirectly own a majority interest of 51% or more of the proposed transferee. 4. (§ 400) PARTICIPANT DEPOSIT. A. N 401) General. Participant shall deliver One Hundred Thousand Dollars ($100,000) (the "Deposit ") payable to the Authority within five (5) business days of the public meeting approving the Agreement by the City and the Authority. The City or Authority shall not sign the Agreement until receipt of the Deposit from the Participant. The Deposit shall pay actual, reasonable out -of- pocket third party expenses ( "Expenses ") incurred by City and /or Authority for the drafting, negotiation and performance of its obligations under this Agreement. The Deposit shall be held in a segregated account and shall not be co- mingled with any other funds of the City or Authority. To the extent interest is paid, all such interest shall be added to the Deposit. B. N 402) Supplemental Deposit. At such time the Deposit reaches Twenty Five Thousand Dollars ($25,000) or less, the City or Authority will notify the Participant of the necessity to replenish the Deposit, and the Parties shall immediately meet and confer with five (5) business days upon Participant's receipt of such notice and mutually agree to an additional deposit amount, which shall be paid to the City or Authority within two (2) business days of such determination. Said additional deposit amount shall be added to and become part of the Deposit (the "Supplemental Deposit "). C. ($ 403) Accounting for Deposit. The City and Authority shall provide Participant with a monthly detailed accounting of Authority and /or City's use of the Deposit to pay Expenses within ten (10) days after the end of each calendar month during the term of this Agreement. D. 404) Return of Deposit Upon Termination of Agreement. Within thirty (30) days following the termination of this Agreement or the issuance of the Release of Construction Covenants, the unused portion of the Deposit, and if applicable, Supplemental Deposit, shall be returned to Participant, unless and except to the extent otherwise provided in a mutually acceptable Exclusive Negotiations Agreement entered into by the City, the Lynwood Parking Authority and Participant (the "ENA "). {01037527} {010375271 {01037527} -5- 01095/0026 \151843.01 5. (& 500) DEVELOPMENT OF THE SITE. A. N 501) Scope of Development. Participant shall develop and construct the Project on the Site in substantial accordance with the Scope of Development and plans approved by the City, which approval shall not be unreasonably withheld if the plans are generally consistent with the Scope of Development. Notwithstanding any other provision set forth in this Agreement to the contrary, in the event of any conflict between the narrative description of the Project in this Agreement (including the Scope of Development) and plans submitted by Participant and approved by the City, the plans submitted by Participant and approved by the City shall govern. B. 502) Cost of Construction. Participant shall be responsible to construct the Project at its own cost. C. 503) No Financial Assistance Provided by Authority or City. This Agreement does not provide for any direct or indirect financial assistance to Participant that would make any part of the Project a "public work" "paid for in whole or in part out of public funds," as described in California Labor Code Section 1720, such that it would cause Participant to be required to pay prevailing wages for any aspect of the development. Authority and City shall cooperate with Participant regarding any action by Participant hereunder in connection with any action or proceeding before any court, tribunal or agency with respect to whether the Project is subject to the payment of prevailing wages, as parties have specifically intended that the Project not be a "public work." D. 504) Schedule of Performance; Progress Reports. The parties shall perform their respective obligations at the times specified in the Schedule of Performance. Participant shall keep City and Authority informed of the progress of construction of the Project and submit to City and Authority written reports of the progress of the construction when and in the form reasonably requested by City and Authority, which in no event shall be more often than once every thirty (30) days. E. 505) Indemnification During Demolition and Construction. During the period of construction of the Project and until such time as the Authority has issued a Release of Construction Covenants with respect to the construction of the improvements thereon, Participant agrees to and shall indemnify and hold harmless Authority and City from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly caused by any negligence or willful misconduct of the Participant or its agents, servants, employees, or contractors. The Participant shall not be {01037527} {01037527} {01037527} -6- 01095/0026 \151843.01 responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of Authority or the City, or their respective agents, servants, employees, or contractors. F. (4 506) Bodily Injury, Site Damage and Workers' Compensation Insurance. 1. Types of Insurance. Prior to the commencement of any construction by or on behalf of Participant, Participant shall procure and maintain, at its sole cost and expense, in a form and content reasonably satisfactory to City, during the entire term of such construction, the following policies of insurance: (a) Commercial General Liability Insurance. Participant shall keep or cause to be kept in force for the mutual benefit of Authority, City, and Participant comprehensive broad form commercial general liability insurance against claims and liability for personal injury or death arising from the use, occupancy, disuse or condition of any portion of the Site being constructed, improvements or adjoining areas or ways, affected by such use of the Site or for property damage, providing protection of at least Two Million Dollars ($2,000,000.00) for bodily injury or death to any one person, at least One Million Dollars ($1,000,000.00) for any one accident or occurrence, and at least One Million Dollars ($1,000,000.00) for property damage. (b) Builder's Risk Insurance. Participant shall procure and shall maintain in force "all risks" builder's risk insurance including vandalism and malicious mischief, covering improvements in place and all material and equipment at the job site furnished under contract, but excluding contractor's, subcontractor's, and construction manager's tools and equipment and property owned by contractor's or subcontractor's employees, with limits in accordance with subsection (a) above. (c) Worker's Compensation. Participant shall also furnish or cause to be furnished to Authority evidence reasonably satisfactory to it that any contractor with whom Participant has contracted for the performance of any work for which Participant is responsible hereunder carries workers' compensation insurance as required by law. (d) Other Insurance. Participant may procure and maintain any insurance not required by this Agreement. 2. Insurance Policy Form, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies licensed to do business by California, rated "A" or better in the most recent edition of Best Rating Guide, the Key Rating Guide or in the Federal Register, and only if they are of a financial category Class IX or better. Participant shall use commercially reasonable efforts to procure policies that contain language to the effect that (i) any loss shall be payable notwithstanding any act of {010375271 {01037527} {01037527} -7- 01095 {0026 \151843.01 negligence of Authority, City or Participant that might otherwise result in the forfeiture of the insurance, (ii) the insurer waives the right of subrogation against Authority /City and against Authority's /City's agents and representatives; (iii) the policies are primary and noncontributing with any insurance that may be carried by Authority /City; and (iv) the policies cannot be canceled or materially changed except after ten (10) days' written notice by the insurer to Authority /City or Authority's /City's designated representative. Participant shall furnish Authority with copies of all such policies within thirty (30) days of receipt of them, or with certificates evidencing the insurance. Authority and City shall be named as additional insureds on all policies of insurance required to be procured by the terms of this Agreement. 3. Proof of Compliance. Participant shall deliver to Authority, in the manner required for notices, copies of certificates of all insurance policies required hereunder together with evidence reasonably satisfactory to Authority of payment required for procurement and maintenance of each policy prior to the commencement of construction and, for any renewal or replacement of a policy already in existence, at least ten (10) days before expiration or termination of the existing policy. If Participant fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish Authority with required proof that the insurance has been procured and is in force and paid for, such failure or referral shall be a default hereunder, unless cured within the applicable cure period. G. N 507) City and Other Governmental Agency Permits. Before commencement of construction or development of any buildings, structures, or other works of improvement upon the Site, which are Participant's responsibility under the Scope of Development, Participant shall at its own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency with jurisdiction over such construction, development or work. Participant shall pay all customary and lawful City development and building fees applicable to the Project. H. N 508) Rights of Access. Representatives of City and Authority shall have the reasonable right of access to the Site without charges or fees, at any time during normal construction hours during the period of construction, for the purpose of assuring compliance with this Agreement, including but not limited to the inspection of the construction work being performed by or on behalf of Participant. Such representatives of City and Authority shall be those who are so identified in writing by the Administrator of Authority. Each such representative of City and Authority shall identify himself or herself at the job site office upon his or her entrance to that portion of the Site where construction is occurring, and shall provide Participant, or the construction superintendent or similar person in charge, a reasonable opportunity to have a representative accompany him or her during the inspection. {01037527} {01037527 }1010375271 -8- 01095/0026 \151843.01 I. (§ 509) Applicable Laws. Participant shall carry out the construction of the improvements to be constructed by Participant in conformity with all applicable laws, including all applicable federal and state labor laws. J. N 510) Non - discrimination During Construction. Participant, for itself and its successors and assigns, agrees that during the construction of the improvements provided for in the Agreement, Participant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. All contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In contracts: There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land." K. N 511) Taxes and Assessments. Participant shall pay, when due, all real estate taxes and assessments assessed or levied against the Site, if any. L. N 512) Rights of Holders of Approved Security Interests in Site. 1. Definitions. As used in this Section, the term "mortgage" shall mean a leasehold mortgage and include any mortgage, deed of trust, or other security interest, or sale and lease -back, or any other form of conveyance for financing. The term "holder" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease- back, or the grantee under any other conveyance for financing. 2. No Encumbrances Except Mortgages to Finance the Project. Notwithstanding the restrictions on transfer in Section 304, mortgages required for any reasonable method of financing Participant's acquisition of the Site and the development and construction of the Project are permitted before issuance of a Release of Construction Covenants but only for the purpose of securing loans of funds used or to be used for financing Participant's direct and indirect costs for acquisition of the Site and /or the Expansion Area and the development and construction of the Project, or for restructuring or refinancing any of same, so long as the refinancing does not exceed the {01037527} 101037527} {010375271 -9- 01095/0026\151843.01 sum of the then - outstanding balance of the existing financing plus any applicable loan fees or refinancing costs plus any additional amounts that may be reasonably necessary to complete development of the Project. Participant (or any entity permitted to acquire title under this Section) shall use commercially reasonable efforts to notify City in advance of any mortgage, if Participant or such entity proposes to enter into the same before issuance of the Release of Construction Covenants. Participant shall promptly notify City of any mortgage, encumbrance, or lien that has been created or attached thereto prior to issuance of a Release of Construction Covenants, whether by voluntary act of the Participant or otherwise. 3. Participant's Breach Shall Not Defeat Mortgage Lien. Participant's breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure, trustee's sale or otherwise. 4. Holder Not Obligated to Construct or Complete Improvements. The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Site or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 5. Notice of Default to Mortgagee, Deed of Trust or Other Security Interest Holders. Whenever Authority shall deliver any notice or demand to Participant with respect to any breach or default by Participant hereunder, Authority shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage who has previously made a written request to Authority therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given. 6. Right to Cure. Each holder (insofar as the rights of Authority are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to: (a) Obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and (b) Add the cost of said cure to the security interest debt and the lien {01037527} {01037527} {01037527} -10- 01095/00261151843.01 or obligation on its security interest; provided that in the case of a default which cannot with diligence be remedied or cured within such ninety (90) day period, such holder shall have additional time as reasonably necessary to remedy or cure such default. In the event there is more than one such holder, the right to cure or remedy a breach or default of Participant under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Participant for each separate Participant breach or default under this Section. No holder shall undertake or continue the construction or completion of the improvements (beyond the extent necessary to preserve or protect such holder's security interest) without first having expressly assumed Participant's obligations to Authority by written agreement reasonably satisfactory to Authority with respect to the Site or any portion thereof in which the holder has an interest. Additionally, the holder must agree to complete, in the manner required by this Agreement, the improvements to which the lien or title of such holder relates. Any holder properly completing such improvements shall be entitled, upon written request made to Authority, to a Release of Construction Covenants from Authority. 7. Minor Amendments The Authority Executive Director are authorized to approve and execute minor, non - material amendments to this Agreement as may be requested by Participant's lender in relation to the protection of such lender's security interest in any portion of the Site, without formal approval of the City Council or the Authority Board of Directors. Should, in the discretion of the Authority Executive Director, or his designee, conclude, in his sole and absolute discretion, that amendments requested by any Participant lender require a public hearing, then said amendment, or portion thereof, must be first presented to the government board of the Authority before the Authority Executive Director or his designee sign any amendment to this Agreement. M. (4 513) Release of Construction Covenants. Upon the completion of all construction required to be completed by Participant on the Site, if any, and in no event later than the date on which the City allows occupancy (temporary or otherwise), City and Authority shall furnish Participant with a Release of Construction Covenants in the form attached hereto as Attachment No. 5. The Release of Construction Covenants shall be executed and notarized so as to permit it to be recorded at Participant's option in the Office of the Recorder of Los Angeles County. A Release of Construction Covenants shall be, and shall state that it constitutes, conclusive determination of satisfactory completion of the construction and development of the improvements required by this Agreement upon the Site and as of the date of issuance of the 1010375271{01037527} {01037527} -11- 01095l0026 \151843.01 Release of Construction Covenants, of full compliance with the terms of this Agreement with respect to development of the Project. Authority and City shall not unreasonably withhold the Release of Construction Covenants. If Authority or City refuses or fails to furnish a Release of Construction Covenants within thirty (30) days after written request from Participant, Authority and/or City shall provide a written statement of the reasons Authority or City refused or failed to furnish a Release of Construction Covenants. The statement shall also contain Authority's and City's reasonably detailed opinion of the action Participant must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, or other minor so- called "punch list" items, Authority will issue its Release of Construction Covenants upon the posting of a bond in an amount representing one hundred ten percent (110 %) of the fair value of the work not yet completed or other assurance reasonably satisfactory to Authority or City. The Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093. Nothing herein shall prevent or affect Participant's right to obtain a certificate of occupancy from the City before the Release of Construction Covenants is issued. N. (& 514) Estoppels. At the request of Participant or any holder of a mortgage or deed of trust, Authority shall, from time to time and upon the request of such holder, timely execute and deliver to Participant or such holder a written statement that no default or breach exists (or would exist with the passage of time, or giving of notice or both) by Participant under this Agreement, if such be the fact, and certifying as to whether or not Participant has at the date of such certification complied with any obligation of Participant hereunder as to which Participant or such holder may inquire. The form of any estoppel letter shall be prepared by the holder or Participant and shall be at no cost to Authority or City and subject to the approval of Authority. 6. (4 600) COVENANTS. A. N 601) Obligation to Refrain from Discrimination. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Participant, or any person claiming under or through Participant, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof. The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. {01037527} {01037527} {01037527} -12- 01095/0026 \151843.01 B. (� 602) Form of Nondiscrimination and Nonsegregation Clauses. Participant shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. Deeds. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. 2. Leases. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, {01037527 }101037527} {01037527} -13- 01095/0026 \151843.01 of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. 3. Contracts. In contracts: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land." C. N 603) Maintenance of Improvements. Participant covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any part thereof, that, after City's issuance of the Release of Construction Covenants the Participant shall be responsible for maintenance of all improvements that may exist on the Site from time to time, including without limitation buildings, parking lots, lighting, signs, and walls, in first -class condition and repair, and shall keep the Site free from any accumulation of debris or waste materials. Participant shall also maintain all landscaping required pursuant to Participant's approved landscaping plan in a healthy condition, 'including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land and thereby become the obligations of any transferee of the Site or any portion thereof for a period of ten (10) years following issuance of the Release of Construction Covenants. D. 604) Effect of Covenants. City and Authority are deemed beneficiaries of the terms and provisions of this Agreement and of the restrictions and covenants running with the land for and in their own right for the purposes of protecting the interests of the community in whose favor and for whose benefit the covenants running with the land have been provided. The covenants in favor of City and Authority shall run without regard to whether City or Authority has been, remains or is an owner of any land or interest therein in the Site. City and Authority shall have the right, if any of the covenants set forth in this Agreement which are provided for its benefit are breached, to {01037527} {01037527} {01037527} -14- 01095/0026 \151843.01 exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. With the exception of City and Authority, no other person or entity shall have any right to enforce the terms of this Agreement under a theory of third party beneficiary or otherwise. 7. (& 700) INTENTIONALLY DELETED. 8. N 800) DEFAULTS, REMEDIES, TERM AND TERMINATION. A. N 801) Defaults, Right to Cure and Waivers. Except as otherwise set forth herein, and subject to any Enforced Delay, failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and does not thereafter prosecute such cure, correction or remedy with diligence to completion; provided that if the default is an immediate danger to the health, safety and general welfare, then the injured party may specify a shorter period and require immediate action, as may be reasonable under the circumstances. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice, except if a shorter time applies as specified above in this Section 801. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise provided in this Agreement, waiver by either party of the performance of any covenant, condition, or promise shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition, or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any' other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. S. N 802) Legal Actions. 1. Institution of Legal Actions. In addition to any other rights or remedies, and subject to the requirements of Section 801, either party may institute legal action to cure, correct or remedy any default, to recover damages (exclusive of punitive or consequential damages) for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that county. {01037527} {01037527 }101037527} -15- 01095/0026 \151843.01 2. Applicable Law and Forum. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement without regard to conflict of law principles. 3. Acceptance of Service of Process. In the event that any legal action is commenced by Participant against Authority, service of process on Authority shall be made by personal service upon the Authority Administrator or Secretary or in such other manner as may be provided by law. In the event that any legal action is commenced by Authority against Participant, service of process on Participant shall be made in such manner as may be provided by law and shall be valid whether made within or without the State of California. C. N 803) Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. N 804) Specific Performance. In addition to any other remedies permitted by this Agreement, if subsequent to the Closing either party defaults hereunder by failing to perform any of its obligations herein, the other party shall be entitled to seek the judicial remedy of specific performance. In this regard, Participant specifically acknowledges that Authority is entering into this Agreement for the purpose of assisting in the development of the Site and not for the purpose of enabling Participant to speculate with land. Notwithstanding any other provision set forth in this Agreement to the contrary, in no event shall Authority have a right prior to the Closing to seek specific performance or other equitable relief to compel Participant to close the Escrow or proceed with development of the Project. E. (4 805) Attorney's Fees. If any party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties' agreement to, or performance of this Agreement, the prevailing parry in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees from the other party. As used herein, the "prevailing party" shall be the party determined as such by a court of law pursuant to the definition in Code of Civil Procedure Section 1032(a)(4), as it may be subsequently amended. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. {01037527} {01037527} {01037527} -16- 01095/0026 \151843.01 9. (& 900) GENERAL PROVISIONS. A. (& 901) Notices, Demands and Communications Between the Parties. Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first -class registered or certified mail, postage prepaid, return receipt requested, or by an "overnight courier" such as Federal Express, at the time of delivery shown upon such receipt; in either case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are: If to Participant: 3000 E. Imperial, LLC Plamex Investments, LLC 3100 E. Imperial Highway Lynwood, California 90262 Attention: Donald Chae With a copy to: Lim, Ruger & Kim, LLP 1055 W. 7t' Street, 28h Floor Los Angeles, California 90017 Attention: Real Estate Department If to Authority Lynwood Housing Authority 11330 Bullis Road Lynwood, CA 90262 Attention: Executive Director with a copy to: Kane, Ballmer & Berkman 515 S. Figueroa Street, Suite 780 Los Angeles, California 90071 Attn: Royce K. Jones, Esq. Gustavo Lamanna, Esq. {01037527} {01037527} {01037527} -17- 01095/0026 \151843.01 If to City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attention: City Manager with a copy to: Kane, Ballmer & Berkman 515 S. Figueroa Street, Suite 780 Los Angeles, California 90071 Attn: Royce K. Jones, Esq. Gustavo Lamanna, Esq. B. N 902) Nonliability of City and Authority Officials and Employees; Conflicts of Interest; Commissions. 1. Personal Liability. No member, official, employee, agent or contractor of City or Authority shall be personally liable to Participant in the event of any default or breach by Authority or for any amount which may become due to Participant or on any obligations under the terms of the Agreement. No member, official, employee, agent or contractor of Participant shall be personally liable to Authority in the event of any default or breach by Participant or for any amount which may become due to Authority or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 1002 is intended to limit Participant's liability. 2. Financial Interest. No member, official, employee or agent of City or Authority shall have any financial interest, direct or indirect, in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law. 3. Commissions. City and Authority have not retained any broker or finder or paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. Authority shall not be liable for any real estate commissions, brokerage fees or finders' fees which may arise from this Agreement, and Participant agrees to hold Authority harmless from any claim by any broker, agent, or finder retained by Participant. Authority agrees to hold Participant harmless from any claim by any broker, agent, or finder retained by Authority. C. N 903) Enforced Delay: Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; {01037527} {01037527} {01037527} -18- 01095/0026 \151843.01 acts of the "public enemy "; epidemics; quarantine restrictions; freight embargoes; lack of transportation; subsurface conditions on the Site and unknown soils conditions; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Authority shall not excuse performance by Authority); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay "), the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the enforced delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause. Notwithstanding the foregoing, financial inability shall not extend the time for performance by any party. Times of performance under this Agreement may also be extended by mutual written agreement by Authority or City and Participant. The Administrator of Authority or the City Manager shall have the authority on behalf of Authority or City to approve extensions of time not to exceed a cumulative total of one hundred eighty (180) days with respect to each performance date. D. 904) Books and Records. 1. Participant to Keep Records. Participant shall prepare and maintain all books, records and reports necessary to substantiate Participant's compliance with the terms of this Agreement or reasonably required by the Authority. 2. Right to Inspect. Either party shall have the right, upon not less than seventy -two (72) hours notice, at all reasonable times, to inspect the books and records of the other party pertaining to the Site, as pertinent to the purposes of this Agreement. 3. Ownership of Documents. Copies of all drawings, specifications, reports, records, documents and other materials prepared by Participant, its employees, agents and subcontractors, in the performance of this Agreement, which documents are in the possession of Participant and are not confidential, proprietary, financial in nature or attorney client or attorney work product privileged documents shall be delivered to Authority upon request in the event of a termination of this Agreement, if such termination occurs due to a cause that is not a default by Authority or City, and in such event Participant shall have no claim for additional compensation as a result of the exercise by Authority of its rights hereunder. Participant makes no warranty or representation regarding the accuracy or sufficiency of such documents for any future use by Authority, and Participant shall have no liability therefor. Notwithstanding the foregoing, the Authority shall not have any right to sell, license, convey or transfer the documents and materials to any third party, or to use the documents and materials for any other site. {01037527} {01037527} {01037527} -19- 01095/0026 \151843.01 E. N 905) Assurances to Act in Good Faith; Approvals Not to Be Unreasonably Withheld. City, Authority and Participant shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. In the event the approval of a party is required hereunder, such approval shall not be unreasonably withheld, delayed, or conditioned except as may be otherwise expressly set forth herein. F. 906) Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes the documents incorporated herein by reference, as though fully set forth herein. G. (& 907) Entire Agreement, Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Authority or Participant, as applicable, and all amendments hereto must be in writing and signed by the appropriate authorities of Authority and Participant. H. N 908) Severability. In the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, provision or agreement contained herein. I. 909) Execution. This Agreement may be executed in counterparts (and signatures may be delivered by electronic means), each which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] {01037527} {01037527} {01037527} -20- 01095/0026 \151843.01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: Authority Secretary APPROVED AS TO FORM: KANE, BALLMER & BERKMAN Special Counsel for Authority "AUTHORITY ": LYNWOOD HOUSING AUTHORITY ON Chairperson "CITY ": CITY OF LYNWOOD UIR Mayor ATTEST: am City Clerk APPROVED AS TO FORM: KANE, BALLMER & BERKMAN Special Counsel for City {010375271101037527} {01037527} -21- 01095/0026 \151843.01 "PARTICIPANT ": 3000 E. Imperial, LLC By: _ Name: Title: By: _ Name: Title: Plamex Investment, LLC By: _ Name: Title: By: _ Name: Title: {01037527} {01037527} {01037527} -22- 01095/0026 \151843.01 ATTACHMENT NO. 1 PLAZA MEXICO OPA SITE MAP [to be inserted] {01037527} {01037527} {01037527} ATTACHMPagT NOf 1 01095/0026 \151843.01 ATTACHMENT NO. 2 PLAZA MEXICO OPA LEGAL DESCRIPTION OF SITE 3000 East Imperial Highway legal description Residential Parcel owned by 3000 E. IMPERIAL, LLC [TO BE INSERTED] 1' :: _ 3100 East Imperial Highway and balance of existing Plaza Mexico site legal description Commercial/Retail Parcel owned by Plamex Investments, LLC [TO BE INSERTED] {01037527} {01037527} {01037527} -2- 01095/0026 \151843.01 ATTACHMENT NO. 3 PLAZA MEXICO RESIDENTIAL OPA SCHEDULE OF PERFORMANCE It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. {01037527} {01037527} {01037527} ATTACHIvIENTPa .1 01095/0026 \151843.01 Item To Be Performed Time For Performance 1. Participant to deliver signed OPA for Prior to approval consideration by City and approval consideration by the City and Authority at a public meeting. Authority. 2. City and Authority approval After delivery of the Participant- signed OPA consideration of OPA a public meeting. 3. Participant to deliver the Deposit to the Within five (5) business days following City Authority. and Authority approval. 4. City and Authority to sign and provide a Within five (5) business days of receipt of fully- executed copy of the OPA to the the Deposit by the Authority. Participant. 5. Participant shall submit construction Within 9 months after Effective Date. drawings to the City and/or Authority for review and approval. 6. City and /or Authority shall provide Within 45 days after submission. detailed comments on construction drawings. 7. Participant shall commence construction. Within 12 months after Effective Date or within 3 months after issuance of building permit, whichever occurs last 8. Participant shall complete construction. Within 36 months after Effective Date or within 24 months after commencement of construction, whichever occurs last, subject to a one -time right of Participant to extend for 6 months 9. City and Authority shall issue a Release Within 30 days following Participant's of Construction Covenants. request and satisfaction of conditions in the OPA which would cause the City and the Authority to issue the Release of Construction Covenants It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. {01037527} {01037527} {01037527} ATTACHIvIENTPa .1 01095/0026 \151843.01 The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Participant and Authority. A failure by either party to enforce a breach of any particular time provision shall not be construed as a waiver of any other time provision. The Authority Executive Director shall have the authority to approve extensions of time, in his sole and absolute discretion, without Authority Board action not to exceed a cumulative total of 180 days for each performance date. The Authority Executive Director reserves the right to defer this discretion to the governing board of the Authority should the Authority Executive Director believe the matter should be considered by the governing board of the Authority. {01037527} {01037527} {01037527} ATTACHMEge2 f2 01095/0026 \151843.01 ATTACHMENT NO.4 PLAZA MEXICO OPA SCOPE OF DEVELOPMENT The Project is located in Lynwood, California and shall be developed on the Site, a portion of which is owned by 3000 E. Imperial Highway, LLC and referred to and legally described in Attachment No. 2 (Legal Description of the Site) of the OPA as "Parcel A" and shown on Attachment No. 4 -A (the `Expansion Area ") and the other portion of which is the existing Plaza Mexico project owned by Plamex Investments, LLC and referred to and legally described in Attachment No. 2 (Legal Description of the Site) of the OPA as "Parcel B," and also shown on Attachment No. 4 -A ( "Plaza Mexico "). The Project will be developed on approximately 30.61 acres and will consist of the following uses: (i) Up to a maximum of Five Hundred Fifty Two (552) residential units in three residential buildings on Parcel A and at least Eight Hundred Twenty Eight (828) parking stalls thereon to serve the residential uses; and (ii) Pedestrian circulation improvements (including a pedestrian connection between the Expansion Area [Parcel A] and Plaza Mexico [Parcel B]) and building fagade improvements to Plaza Mexico on Parcel B to enhance the residential uses. All such improvements constructed for such uses shall be developed in accordance with and subject to all building, zoning, and all other City, County of Los Angeles, and State of California regulations applicable to the Project. ATTACHMENT NOA 101037527) {010375271{01037527} Pagel 01095/0026 \151843.01 ATTACHMENT NO. 5 PLAZA MEXICO OPA RELEASE OF CONSTRUCTION COVENANTS WHEREAS, by that certain Owner Participation Agreement ( "Agreement "), dated February , 2016, by and between the LYNWOOD HOUSING AUTHORITY ( "Authority ") and CITY OF LYNWOOD ( "City "), on the one hand, and 3000 E. Imperial, LLC, a California limited liability company, and Plamex Investment, Inc. ( "Participant "), Participant has agreed to develop and construct certain improvements on the Site (as such term is defined in the Agreement and described on Exhibit `A' hereto); and WHEREAS, the Agreement provides for City and Authority to furnish Participant with a Release of Construction Covenants upon completion of construction and development of such improvements, which release is to be in such form as to permit it to be recorded in the Official Records of the County Recorder of the County of Los Angeles, California; and WHEREAS, this Release of Construction Covenants shall constitute a conclusive determination by City and Authority of the satisfactory completion by Participant of the construction and development required by the Agreement and of Participant's full compliance with the terms of the Agreement with respect to such construction and development; and WHEREAS, City and Authority have conclusively determined that the construction and development of improvements on the Site has been satisfactorily completed by Participant in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement. 2. This Release of Construction Covenants shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Participant, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. 3. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of a mortgage or any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. 4. This Release of Construction Covenants is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. { 01037527} {01037527} {01037527 }IRV9701A -I- IN WITNESS WHEREOF, the City and the Authority have executed this Release of Construction Covenants this day of , CITY OF LYNWOOD RIM ATTEST: City Clerk APPROVED AS TO FORM: Counsel for City Mayor LYNWOOD HOUSING AUTHORITY LOW ATTEST: Authority Secretary APPROVED AS TO FORM: Counsel for Authority Chairperson {01037527} {01037527} {01037527} ATTACHMP ge2 f2 01095/0026 \151843.01 ATTACHN ENT NO 5 {01037527} {01037527} {01037527} Page 3of2 01095/0026 \151843.01 AGENDA STAFF REPOR DATE: February 2, 2016 TO: Honorable Mayor & City Council Members APPROVED BY: J. Arnoldo Beltran, City Manager 6z,D PREPA RED BY: Haydee M. _Sai ctor of Human Resources & Risk Mgmt. SUBJECT: REQUEST FOR APPROVAL TO ABOLISH THE ADMINISTRATIVE ANALYST III POSITION IN THE CITY MANAGER'S OFFICE Recommendation: Staff recommends that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN BY ABOLISHING THE ADMINISTRATIVE ANALYST III POSITION IN THE CITY MANAGER'S OFFICE" Background: On January 19, 2016, Council approved the termination of all LSA activities, notification to employees of fiscal necessity of layoffs, and discontinuing of all non- critical services provided by third party vendors. Council requested staff to identify cost savings that may be implemented immediately. The Administrative Analyst III position in the City Manager's office is currently vacant. The vacancy occurred in December 2015 when the staff member in the position tendered his resignation. Staff will continue its efforts to identify other areas where cost savings can be attained and present them to Council for action. Discussion and Analysis: Staff reviewed the current table of organization in the City Manager's office and determined that the position may be eliminated. The City shall fulfill any meet and confer obligations related to this action. The recommended action result in the savings of the budgeted amount for the position. The elimination of this position will render salary savings of $32,625 for the remaining FY16 and a total annual savings of $101,344. Staff will continue its efforts to identify other areas where cost savings can be attained and present them to Council for action. IT Fiscal Impact: There will be a cost savings of $32,625 for base salary and benefits to the General Fund as a result of these changes. As such, there is no fiscal impact. Coordinated With Finance Department City Manager's Office City Attorney Attachments: Resolution RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING THE CLASSIFICATION PLAN BY ABOLISHING THE ADMINISTRATIVE ANALYST III POSITION IN THE CITY MANAGER'S OFFICE. WHEREAS, the City Council of the City of Lynwood has adopted an Employee Classification and Position Plan and on occasion amends the plan as needed; and WHEREAS, the City Council of the City of Lynwood has adopted a salary resolution with salary schedule for Management Employees'; and WHEREAS, the City identified a need to abolish the identified position; and WHEREAS, the City shall fulfill any meet and confer obligations related to this action; NOW, THEREFORE the City Council of the City of Lynwood does hereby find, determine, order and resolve as follows: Section 1. Amend the Employee Classification Plan, as follows: Delete Classification Administrative Analyst III — City Manager's Office Section 2. That the modifications so ordered by this resolution shall go into effect subject to the completion of meet and confer. PASSED, APPROVED and ADOPTED this 2nd day of February, 2016 EDWIN HERNANDEZ, MAYOR ATTEST: MARIA QUINONEZ, CITY CLERK APPROVED AS TO FORM: DAVID A. GARCIA, CITY ATTORNEY J. ARNOLDO BELT CITY MANAGER APPROVED AS TO CONTENT: HAYDEE M. SAINZ, DIRECTOR OF DIRECTOR OF HUMAN RESOURCES AND RISK MANAGEMENT OF LYty,,,O `� AGENDA STAFF REPORT AC P DATE: February 2, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Erika Ramirez, Interim Director Department of Development, Compliance, Enforcement Services °1L161- SUBJECT: Special Permit Request - Circus Recommendation: Staff recommends that the City Council review circus request, provide input and direction, and select one of the following options: 1. Approve the request for the proposed special permit to allow the operation of a circus, subject to payment of fees, and compliance with all City and County requirements. 2. Adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE CIRCUS HERMANOS CABALLERO" Background: Ruben Cabellero is proposing to conduct "Circus Hermanos Caballero" on vacant property located at the South / East Corner of Imperial Hwy. and Fernwood Ave. (APN # 6169- 002 -008), Lynwood CA 90262. Discussion & Analysis: Staff received an application with signatures from Los Angeles County Fire Department and Los Angeles County Sheriff Department on January 28, 2016 from Mr. Cabellero to conduct the Circus Caballero from March 3, 2016 through March 14, 2016. AGENDA ITEM The Lynwood Municipal Code requires City Council approval of a circus, carnival or similar event. The applicant must submit a complete special permit application for processing. A complete application includes the following documents: • Detailed description of the event; Detailed site plan identifying locations of tent, booths, rides, animals and parking; o Written permission from the property owner; Fire Department clearance; Sheriff Department clearance; • Insurance Policy; Applicable building permits (i.e. stage, generators, structures); Business license related fees; and an Inspection of animals and enclosures will be conducted. Additionally, the applicant must pay the following fees pursuant to the Master Fee Schedule FY 2015 -2016: License Fee $2,400 ($ 200 per day) Fire Clearance Fee $1,020.00 ($ 85 per day) Building Permits $ 85.00 (amount for generator, price differs based on size and number of units) The total amount of fees due is $3,505.00. The balance of fees shall be paid_ on or before March 1, 2016. Fiscal Impact: The total fees due for the special permit are $3,505.00. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE CIRCUS HERMANOS CABALLERO WHEREAS, a request has been made by the Circus Hermanos Caballero to operate a circus on vacant property located at the South / East Corner of Imperial Hwy. and Fernwood Ave. (APN # 6169- 002 -008); and WHEREAS, the purpose is to provide a tent show with animals to, the residents of Lynwood. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council approves the special permit to allow Circus Hermanos Caballero to operate from March 3, 2016 through March 16, 2016. Section 2. The City Council further finds that all conditions set forth by the various departments, and all City and County laws and regulations must be obeyed. Section 3. This resolution shall take effect immediately upon;; its adoption. PASSED, APPROVED AND ADOPTED THIS 2nd day of February 2016. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney Edwin Hernandez, Mayor J. Arnoldo Beltran, City Manager APPROVED AS TO CONTENT: Erika Ramirez, Interim Director Department of Development, Compliance & Enforcement Services STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the above and foregoing resolution was duly adopted by the City Council of said City at its regular meeting thereof held in the City Hall of the City on the day of , 2016 and passed by the following vote: AYES: NOES: ABSTAIN: ABSENT: City Clerk, City of Lynwood STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the ,City Council of said City, do hereby certify that the above and foregoing is a full, true and correct copy of, Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of , 2016. City Clerk, City of Lynwood BUSINESS LICENSE DIVISION Development Services 1330 Buffis Road - 1-yrivi./ood, CA 90262 (310) 603-0220 Ext 348 Public Works - 0 Recreations APPLICATION FOR SPECIAL PERMIT Public Relations NAME: UL4Leo CA. DRIVER LICENSE OCCUPATION: ADDRESS q&? CITY: LAS STATE: ZIP CODE: /a 3 PHONE: FAX: EMAIL: NUMBER OF PERSONS EMPLOYED: STATE BOARD OF EQUALIZATION NUMBER: TYPE OF PERMIT REQUESTED: 0 C � �� , tnkf DATE(S) OF THE EVENT: "71A-(D —Cf— -2 JAI'l, - HOURS OF OPERATION: Ae& -.51— =!& ADDRESS OF PROPOSED EVENT LOCATION: r, SPECIFIC AREA DESIGNATED FOR EVENT: IS STREET CLOSURE BEING REQUESTED? YES I (IF YES, BRIEFLY EXPLAIN REASON FOR EVENT AND CLOSLIRE:) �)k — "I 111 111 I'll !!!, J�I 71, IN TIEI � I Ny NAME OF ORGANIZATION BEING BENEFITED: ST ATE NONPROFIT NUMBER: Aj.A IRS EXEMPTION NUMBER: ADDRESS OF ORGANIZATION: T CITY: A, ZIP CODE: PHONE: EX FAX: A)) EMAIL: &A IS A WAIVER OF FEES BEING REQUESTED? YES NO (CIRCLE ONE) IF YES, EXPLAIN: '- e- ?6 DATE 4 11 HEREBY CERTIFY TNT ALL STATEMENTS MADE IN THOS APPLICATION ARE TRUE AND COMPLETE AND THAT ANY MISSTATEMENTS OF MATERIAL FACTS WILL CAUSE A FORFEITURE OF FEES AND DENIAL OF PERMIT. DEPARTMENT -.1— [ APPROVED WITH CONDITIONS: i J [ ] APROVED WITH NO CONDITIONS Va"'-[% ~- -! �_='--Zb� SIGNATURE J DATE [�f ] APPROVED WITH CONDITIONS: u &I [ ] APROVED WITH NO CONDITIONS - - - - - -- SIGNATURE DATE ( ] APROVED WITH NO CONDITIONS �1. F IZ i(I SIGNATU BGoeK 5rar lfl G / ,aet � rd)7ri [ ] APPROVED WITH CONDITIONS: /i�l� [ j APROVED WITH NO CONDITIONS - - -�P — AT E DATE PARXING • [ ] APPROVED WITH CONDITIONS: ( ] APROVED WITH NO CONDITIONS -- -_ —. -- ----- -- -. -- SIGNATURE DATE APPROVED BY COUNCIL' APPLICANT NOTIFIED: 41 E EIEPAt2 MEIUT v " ] APPROVED WITH CONDITIONS: 1 Pn,� �rv- vti i F u'r f Su p�-�� rte✓ [ ] APROVED WITH NO CONDITIONS SIGNATURE DATE [�- _ ] APPROVED WITS I CONDITIONS: t� t. r+-a- L. fdo ] APROVED WITH NO CONDITIONS SIGNATURE DATE ] APROVED WITH NO CONDITIONS [ ] APPROVED WITH CONDITIONS: ] APROVED WITH NO CONDITIONS SIGNATURE SOG NATURE [ ] APPROVED WITH CONDITIONS: A :� � PtsCy r�t� oi-:� kN! Pks m DA'T'E 1F-NA ,)K -Fg a -r & I -, PA:- an x --, f)-AkL,'- ON - S C TE_ T D AV@ f Q ] APROVED WITH NO CONDITIONS APPROVED BY COUNCIL- AfPPUCANT IlNOTNEIED, - Z''1�p DATE PLAZA MEXICO. _. Wednesday, January 27, 2016 License Department City of Lynwood Letter of Support for Circus Caballero Productions, Inc. at Plaza Mexico To whom it may concern, Plaza Mexico would like to ask for your support to our partner, Caballero Productions, Inc. and their Circus in our K &K parking lot. They would like to be at Plaza Mexico from March 1, 2016 to March 15, 2016 to host their circus in Plaza Mexico's K &K lot located at 3000 E. Imperial Hwy, Lynwood, CA 90262. This letter is giving them the permission to use the venue for their business and to have exposure to Plaza Mexico's visitors, creating a commercial benefit for both parties. As always, if you have any questions, please do not hesitate to contact us. We appreciate your support. Sincerely, 1 Mari Ca denas Marketing Director 3100 E. Imperial Hwy Lynwood, CA 90262 Office: 310.631.6789 Fax: 310.631.1645 meardenas@plazamexico.com www.plazamexico.com • 3100 E. Imperial Highway, Lynwood California 90262 • Tel.(310) 631 -4989 • Fax (310) 631 1645 CABALLERO PRODUCTIONS ,INC 7820 LA CIENEGA ST.LAS VEGAS ,NV 89123 * EVENT PLACEMENT LOCATION* PLAZA MEXICO OF LYNWOOD 3100 E.IMPERIAL HWY.LYNWOOD,CA 90262 *DATED OCCURRENCES* SHOW DATES: MARCH 3 THRU MARCH 14 *SHOW SCHEDULE* MONDAY THRU FRIDAY SHOW AT 7:30 PM SATURDAYS SHOWS AT 4:30 PM AND 7:30 PM SUNDAYS SHOWS AT 2:00 PM,4:30 PM AND 7:30 PM ABNEL RODRIGUEZ 702 - 325 -6713 E-MAIL: ABNEL_25 @YAHOO.COM CIRCO HERMANOS CABALLERO I'ki+ i t � '� �� �'� ier ' d � ..' t .e I ►-r f ems, ' • ,.`�, '% fir' ,.� n,•Fi�+7.. -� x � ; ..x r { '• `� r - }} +€'t� � T � �; �y s g �`� 1 - d s.. i ,. � � �-{' .. .i', +.'c�. �• , r, f, i _,..'a -- i. 4f 1 ,,'� �;� �ut:'i t',.. 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Address 3100 E Imperial Hwy Plaza Mexico, Lynwood, CA 90262 CD-2c'! 4 I of-, 1 2/10/148:16 PN, CALIFORNIA DEPARTMENT OF FORESTRY and FIRE PROTECTION OFFICE OF THE STATE FIRE MARSHAL REGISTERED FLAME RESISTANT PRODUCT Product: Registration No. PRECONTRAINT 702 BLACKOUT F -44408 Product Marketed By: SERGE FERRARI 1510 S.W. 5TH COURT POMPANO BEACH, FL 33069 Tlus product meets the minimum requirements of flame resistance established by the California State Fire Marshal for products identified in Section 13115, California Health and Safety Code. The scope of the approved use of this product is provided in the current edition of the CALIFORNIA APPROVED LIST OF FLAME RETARDANT CHEMICALS AND FABRICS, GENERAL AND LIMITED APPLICATIONS CONCERNS published by the California State Fire Marshal. Deput -_yS ate Fire Mars A,1 Lighted EXIT Lighted EXIT EXIT C% Fire Extinguishers No Smoking Signs Inside the Tent Through out Lighted EXIT Lighted EXIT IL �o �JB ��colU�19�N � lk d Jp� 4) U Uj Circo Hermanos Caballero �jl OF Notes: 1. No Smoking Signs are at each tower Ve of center ring, and concession tent. -2. Eleven RingsidaBoxSeats with 4 chair per box imatftiarea. 3. Sections-A mi='B rows per section' (100 seats) Sections B =11 rows per section (138 seats) Sections C = 11 rows per section (138 seats) Sections D = 8 rows per section (100 seats) 4. Maximum Occupancy 999 persons. Center Ova, Isle �eo SIDE_ �JG;UGO Iaacs, OAS Im ED] Legend: Fire Extinguisher Rows- Seats ■ No Smoking Sign r �r CABALLERO PRODUCTIONS INC. PRESENTS I e a �., � fly •v r. ad ala ar a , I f.: o 1 Sco ,r. "0, General Information Our in house security is made up of two people from our company personnel and are fully dedicated to the safety and protection of our patrons as they also provide guidance in and around the circus tent show. Our circus tent is in full compliance with all the sections of the 2012 California Uniform Fire Code Title 24 Part 9 of the California Administrative Codes. We also have appropriate certification of Flame Proofing for the circus tent. A fire lane is maintained on all sides of the circus tent. The emergency exits are well lighted and clearly visible from any direction inside the tent and throughout to guide our patrons to safety in case of an emergency. Restroom facilities are provided for the comfort of our patrons. The facilities are hired from a local company and are cleaned, sanitized, pumped and filled with chemicals as needed. Recorded music beds are utilized for the performance and single microphone is used for the pertinent announcements. The sound is kept at an appropriate level and only inside the big top. There are no alcoholic beverages served or sold what so ever. Only traditional circus concession items such as popcorn, soft drinks, cotton candy, hot dogs, snow cones, bottled water and nachos is what we cater to our patrons. Our power is supplied from a 150KWgenerator enclosed in a 48 foot trailer with ventilated windows always parked 25 feet from the tent. A 100 gallon holding diesel tanks is next to the generator and a fire extinguisher is ready and available. The circus contracts commercial waste management services at each location for trash removal. A 30 yard open top container is requisitioned and it is emptied as needed. The site is cleaned daily and it is returned to a as was condition after the final performance before the departure of the circus. Our circus is professionally managed and directed by executives that have worked in the entertainment industry for more than thirty years. We provide a quality, world class, family entertainment service to enhance the life and lift the spirits of the community, creating a delightful sentiment and leaving a lasting impression in the heart of the same. Circo Hermanos Caballero Presented by Caballero Productions, Inc General Information Circo Hermanos Caballero is a family owned and operated European style Big Top Traveling Circus. The performance is one hour and 45 minutes, with a 15 intermission. The Caballero family is committed to provide enchanting and delightful, high quality wholesome family entertainment to the American public in a safe and pleasant setting. State—of-the-art lighting and sound systems combined with theatrical and special effects are coupled and intertwined with superb artistry to produce a tapestry of awe, amazement, wonder and admiration that spellbinds the senses and emotions of the audience. There are no wild animals in the show, neither performing or for exhibition. It is definitely a high quality circus delivering a world -class performance. The two -hour performance is presented in a European /Latin style, combined the best circus elements of both continents. The performance takes place in a one -ring stage with the audience at a comfortable distance. This yields a first —class performance. The spectators can better appreciate the show, and the players can enjoy the audience's undivided attention. Theatrical style, lighting, and a modern sound system provides an exuberant and vivacious circus experience. Jugglers, acrobats, dare devils, clowns, contortionists, flying trapeze artists and aerialists are the acts presented in our show. It is in no manner a carnival. We do not offer any games of chance, mechanical rides, freak shows, or exhibitionists of any kind. We are a wholesome family entertainment serving the community by fostering the continuity of an age -old family tradition, yet in doing so we present it with a modern touch. Circuses are indubitably, a cultural event, but more so a wonderful and delightful experience that brings families together for two hours of solid fun and excitement creating starry-eye memories that will be cherished throughout a lifetime. Circo Caballero has the ability to capture the hearts and imagination of the young and old alike, casting a "magical" spell over the spectator leaving them with eyes wide open (and often mouths wide open!), as the audience watches in awe and disbelief the incredible and daring feats of the young men and women who fly through the air great elegance, gracefulness and incredible ease, like bird in flight. Our circus is professionally managed and directed by executives that have worked in the entertainment industry for more than thirty years. We provide a quality, world - class, family entertainment service to enhance the life and lift the spirits of the community, creating a delightful sentiment and leaving a lasting impression on the heart. OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT (this "OPA" or this "Agreement," as further defined in Section 201) is entered into as of February , 2016 by the CITY OF LYNWOOD, a municipal corporation (the "City "), and the LYNWOOD HOUSING AUTHORITY ( "Authority "), on the one hand, and 3000 E. IMPERIAL, LLC, a California limited liability company, and PLAMEX INVESTMENTS, LLC, a California limited liability company, on the other hand (collectively, for convenience, the "Participant "). For and in consideration of the mutual covenants and promises set forth herein, the City, the Authority and Participant (together, referenced herein as the "Parties ") agree as follows: RECITALS. A. The subject matter of this Agreement is the Participant's development of a market -rate housing project along with related parking, as well as certain building fayade and pedestrian circulation improvements (the "Project "), all on certain parcels of real property more particularly described as the "Site" and designated on the Site Map appended to this Agreement as Attachment No. 1. The Site is also more particularly described and referred to as Parcel A and Parcel B as set forth in the Legal Description of Site appended to this Agreement as Attachment No. 2 and Scope of Development appended to this Agreement as Attachment No. 4. B. The Site shall be developed in a single phase in accordance with the Schedule of Performance (Attachment No. 3) and the Scope of Development (Attachment No. 4) as generally depicted in Attachment No. 4 -A. C. The City and the Authority acknowledge that the improvements to be constructed by the Participant pursuant to this Agreement (as described in the Scope of Development) shall be consistent with the November 2006 Long Beach Boulevard Specific Plan, Downtown Village II section of the City as well as the general plan, planning and zoning code, and related ordinances and resolutions of the City. Following the execution of this Agreement by the parties, Participant shall timely submit all necessary plans, permits and any other required documents to the City in compliance with the City's applicable planning and zoning laws and in accordance with the Schedule of Performance, appended hereto as Attachment No. 3. D. The fulfillment of this Agreement is in the vital and best interests of the Authority and the City and the health, safety, morals and welfare of its residents of the City, and in accordance with the public purposes and provisions of all applicable federal, state and local laws and requirements, including but not limited to, those of the City. 1. (4100) PURPOSE OF THE AGREEMENT. This Agreement is intended to provide for Participant's development and construction of the Project on the Site. The development of the Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the Authority, the City and the welfare of its residents. {01037527} {01037527} {01037527} -1- 01095/0026 \151843.01 2. 0200) DEFINITIONS. The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: A. (§201) Agreement. The term "Agreement" shall mean this Owner Participation Agreement, including all attachments, which attachments are a part hereof and incorporated herein in their entirety, along with any and all other documents incorporated herein by reference. B. (4202) City. The term "City" shall mean the City of Lynwood, a municipal corporation. C. ( 4203) Days. The term "days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified. D. 0204) Deposit. The term "Deposit" shall have the meaning set forth at Section 400 herein. E. (4205) Effective Date. The "Effective Date" of this Agreement shall be on the date this Agreement is approved and executed by the City and the Authority following a public meeting. F. 0206) Project. The term "Project" shall mean the improvements to be constructed by Participant on the Site pursuant to this Agreement and as described in the Scope of Development, appended hereto as Attachment No. 4. 3. N 300) PARTIES TO THE AGREEMENT. A. (001) Authority. Authority is a public entity established by the City Council of the City pursuant to Part 2 of Division 24 of the California Health & Safety Code, (i.e., California Health & Safety Code sections 34240 et seq)., having all powers granted under Health & Safety Code sections 34310 et seq. B. (4302) City. City is a municipal corporation. {01037527} {01037527} {01037527} -2 01095/0026 \151843.01 C. (4303) Participant. 1. Identification. Participant is comprised of 3000 E. Imperial, LLC, a California limited liability company and Plamex Investments, LLC, a California limited liability company., The principal office of Participant for the purposes of this Agreement is located at 3100 E. Imperial Highway, Lynwood, California 90262. Participant represents and warrants to Authority that Participant is duly qualified to do business and in good standing under the laws of the State of California and, as of the Effective Date, has all requisite power and authority to carry out Participant's business as now and whenever conducted and to enter into and perform Participant's obligations under this Agreement. Except as may be expressly provided herein, all of the terms, covenants and conditions of this Agreement shall be binding on, and shall inure to the benefit of Participant, and the permitted successors, assigns and nominees of Participant. Wherever the term "Participant" is used herein, such term shall include any of its permitted successors and assigns, as herein provided. 2. Qualifications. Subject to the provisions of this Section 303, the qualifications and identity of Participant are of particular concern to Authority and City, and it is because of such qualifications and identity that Authority has entered into this Agreement with Participant. Authority has considered the Site location and characteristics, the public costs of development of the Site and return on investment, and the kinds of uses necessary to produce a successful multi - family residential project (together with parking facility therefor) and ancillary retail facade and pedestrian circulation improvements; the type of which, specifically desired by the Authority and City. Based upon these considerations, the Authority has imposed certain restrictions on transfer of this Agreement. D. N 304) Restrictions on Transfer. 1. Transfer Defined. As used in this section, the term "transfer" shall include any assignment, hypothecation, mortgage, pledge, conveyance, or encumbrance of this Agreement, the Site or the improvements thereon. A transfer shall also include the transfer to any person or group of persons acting in concert of more than fifty percent (50 %) of the present ownership and /or control of Participant in the aggregate taking all transfers into account on a cumulative basis. In the event Participant or its successor is a corporation, such transfer shall refer to the transfer of the issued and outstanding capital stock of Participant; in the event that Participant is a limited liability company, such transfer shall refer to the transfer of the membership interest of Participant; in the event that Participant {01037527} {01037527} {01037527} -3- 01095/0026 \151543.01 i is a limited or general partnership, such transfer shall refer to the transfer of the limited or general partnership interest; taking all transfers into account on a cumulative basis. The parties acknowledge that Participant may assign its construction and maintenance duties pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that any such assignment of this type shall not constitute a "Transfer" for the purposes of this Section 304 or violate this Agreement. 2. Restrictions Prior to Completion. Except as otherwise provided in this Agreement, prior to issuance of a release of construction covenants in the form and substance appended to this Agreement as Attachment No. 5 or in such other form and substance as may be approved by the Participant, the City and the Authority ( "Release of Construction Covenants "), Participant shall not transfer this Agreement or any of Participant's rights hereunder, directly or indirectly, voluntarily or by operation of law, without the prior written approval of Authority and if so purported to be transferred, the same shall be null and void. In considering whether it will grant approval to any assignment by Participant of its interest set forth above before the issuance of the Release of Construction Covenants, which assignment requires Authority approval, Authority shall consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial strength and capability of the proposed assignee to perform Participant's obligations hereunder; (iii) the proposed assignee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects; and (iv) how the proposed assignee will have the ability to finance, own, operate and maintain a high quality multi- level public parking and retail facility in the City, similar to the Project in terms of reputation and amount of anticipated sales to be generated from the Site. Subject to the Exceptions noted in this Section 304 below, no purported assignment or transfer of any of Participant's obligations hereunder shall be effective unless and until the successor party executes and delivers to Authority an assumption agreement in a form reasonably approved by Authority assuming such obligations. 3. Exceptions. Notwithstanding any other provision set forth in this Agreement to the contrary, the restrictions on transfer set forth in this Section 304 shall not apply and Authority approval of a transfer shall not be required in connection with any of the following: (a) Any mortgage, deed of trust, or other form of conveyance for financing or refinancing Participant's direct and indirect costs to finance the development of the Site, provided that Participant shall use commercially reasonable efforts to notify Authority in advance of any such mortgage, deed of trust, or other form of conveyance for financing. (b) The conveyance or dedication of any portion of the Site to the Authority or other appropriate governmental agency, or the granting of easements {01037527} {01037527} {01037527} -4- 01095/0026 \151843.01 or permits to facilitate the development of the Site. (c) A transfer of ownership or control interests between members of the same family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of members of the trustor's family; or transfers to a corporation, partnership or other legal entity such as a limited liability company in which the members of Participant or their affiliates directly or indirectly own a majority interest of 51% or more of the proposed transferee. 4. (§ 400) PARTICIPANT DEPOSIT. A. (§ 401) General. Participant shall deliver One Hundred Thousand Dollars ($100,000) (the "Deposit ") payable to the Authority within five (5) business days of the public meeting approving the Agreement by the City and the Authority. The City or Authority shall not sign the Agreement until receipt of the Deposit from the Participant. The Deposit shall pay actual, reasonable out -of- pocket third party expenses ( "Expenses ") incurred by City and /or Authority for the drafting, negotiation and performance of its obligations under this Agreement. The Deposit shall be held in a segregated account and shall not be co- mingled with any other funds of the City or Authority. To the extent interest is paid, all such interest shall be added to the Deposit. B. N 402) Supplemental Deposit. At such time the Deposit reaches Twenty Five Thousand Dollars ($25,000) or less, the City or Authority will notify the Participant of the necessity to replenish the Deposit, and the Parties shall immediately meet and confer with five (5) business days upon Participant's receipt of such notice and mutually agree to an additional deposit amount, which shall be paid to the City or Authority within two (2) business days of such determination. Said additional deposit amount shall be added to and become part of the Deposit (the "Supplemental Deposit "). C. N 403) Accounting for Deposit. The City and Authority shall provide Participant with a monthly detailed accounting of Authority and/or City's use of the Deposit to pay Expenses within ten (10) days after the end of each calendar month during the term of this Agreement. D. N 404) Return of Deposit Upon Termination of Agreement. Within thirty (30) days following the termination of this Agreement or the issuance of the Release of Construction Covenants, the unused portion of the Deposit, and if applicable, Supplemental Deposit, shall be returned to Participant, unless and except to the extent otherwise provided in a mutually acceptable Exclusive Negotiations Agreement entered into by the City, the Lynwood Parking Authority and Participant (the "ENA "). {01037527} {01037527} {01037527} -5- 01095/0026 \151843.01 5. N 500) DEVELOPMENT OF THE SITE. A. N 501) Scope of Development. Participant shall develop and construct the Project on the Site in substantial accordance with the Scope of Development and plans approved by the City, which approval shall not be unreasonably withheld if the plans are generally consistent with the Scope of Development. Notwithstanding any other provision set forth in this Agreement to the contrary, in the event of any conflict between the narrative description of the Project in this Agreement (including the Scope of Development) and plans submitted by Participant and approved by the City, the plans submitted by Participant and approved by the City shall govern. B. (§ 502) Cost of Construction. Participant shall be responsible to construct the Project at its own cost. C. N 503) No Financial Assistance Provided by Authority or City. This Agreement does not provide for any direct or indirect financial assistance to Participant that would make any part of the Project a "public work" "paid for in whole or in part out of public funds," as described in California Labor Code Section 1720, such that it would cause Participant to be required to pay prevailing wages for any aspect of the development. Authority and City shall cooperate with Participant regarding any action by Participant hereunder in connection with any action or proceeding before any court, tribunal or agency with respect to whether the Project is subject to the payment of prevailing wages, as parties have specifically intended that the Project not be a "public work." D. N 504) Schedule of Performance; Progress Reports. The parties shall perform their respective obligations at the times specified in the Schedule of Performance. Participant shall keep City and Authority informed of the progress of construction of the Project and submit to City and Authority written reports of the progress of the construction when and in the form reasonably requested by City and Authority, which in no event shall be more often than once every thirty (30) days. E. N 505) Indemnification During Demolition and Construction. During the period of construction of the Project and until such time as the Authority has issued a Release of Construction Covenants with respect to the construction of the improvements thereon, Participant agrees to and shall indemnify and hold harmless Authority and City from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly caused by any negligence or willful misconduct of the Participant or its agents, servants, employees, or contractors. The Participant shall not be {01037527} {01037527} {01037527} -6 01095/00261151843.01 responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of Authority or the City, or their respective agents, servants, employees, or contractors. F. N 506) Bodily Injury, Site Damage and Workers' Compensation Insurance. 1. Types of Insurance. Prior to the commencement of any construction by or on behalf of Participant, Participant shall procure and maintain, at its sole cost and expense, in a form and content reasonably satisfactory to City, during the entire term of such construction, the following policies of insurance: (a) Commercial General Liability Insurance. Participant shall keep or cause to be kept in force for the mutual benefit of Authority, City, and Participant comprehensive broad form commercial general liability insurance against claims and liability for personal injury or death arising from the use, occupancy, disuse or condition of any portion of the Site being constructed, improvements or adjoining areas or ways, affected by such use of the Site or for property damage, providing protection of at least Two Million Dollars ($2,000,000.00) for bodily injury or death to any one person, at least One Million Dollars ($1,000,000.00) for any one accident or occurrence, and at least One Million Dollars ($1,000,000.00) for property damage. (b) Builder's Risk Insurance. Participant shall procure and shall maintain in force "all risks" builder's risk insurance including vandalism and malicious mischief, covering improvements in place and all material and equipment at the job site furnished under contract, but excluding contractor's, subcontractor's, and construction manager's tools and equipment and property owned by contractor's or subcontractor's employees, with limits in accordance with subsection (a) above. (c) Worker's Compensation. Participant shall also furnish or cause to be furnished to Authority evidence reasonably satisfactory to it that any contractor with whom Participant has contracted for the performance of any work for which Participant is responsible hereunder carries workers' compensation insurance as required by law. (d) Other Insurance. Participant may procure and maintain any insurance not required by this Agreement. 2. Insurance Policy Form, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies licensed to do business by California, rated "A" or better in the most recent edition of Best Rating Guide, the Key Rating Guide or in the Federal Register, and only if they are of a financial category Class IX or better. Participant shall use commercially reasonable efforts to procure policies that contain language to the effect that (i) any loss shall be payable notwithstanding any act of {01037527} {01037527} {01037527} _7_ 01095/0026 \151843.01 negligence of Authority, City or Participant that might otherwise result in the forfeiture of the insurance, (ii) the insurer waives the right of subrogation against Authority /City and against Authority's /City's agents and representatives; (iii) the policies are primary and noncontributing with any insurance that may be carried by Authority /City; and (iv) the policies cannot be canceled or materially changed except after ten (10) days' written notice by the insurer to Authority /City or Authority's /City's designated : representative. Participant shall furnish Authority with' copies of all such policies within thirty (30) days of receipt of them, or with certificates evidencing the insurance. Authority and City shall be named as additional insureds on all policies of insurance required to be procured by the terms of this Agreement. 3. Proof of Compliance. Participant shall deliver to Authority, in the manner required for notices, copies of certificates of all insurance policies required hereunder together with evidence reasonably satisfactory to Authority of payment required for procurement and maintenance of each policy prior to the commencement of construction and, for any renewal or replacement of a policy already in existence, at least ten (10) days before expiration or termination of the existing policy. If Participant fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish Authority with required proof that the insurance has been procured and is in force and paid for, such failure or referral shall be a default hereunder, unless cured within the applicable cure period. G. (ii 507) City and Other Governmental Agency Permits. Before commencement of construction or development of any buildings, structures, or other works of improvement upon the Site, which are Participant's responsibility under the Scope of Development, Participant shall at its own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency with jurisdiction over such construction, development or work. Participant shall pay all customary and lawful City development and building fees applicable to the Project. H. (& 508) Rights of Access. Representatives of City and Authority shall have the reasonable right of access to the Site without charges or fees, at any time during normal construction hours during the period of construction, for the purpose of assuring compliance with this Agreement, including but not limited to the inspection of the construction work being performed by or on behalf of Participant. Such representatives of City and Authority shall be those who are so identified in writing by the Administrator of Authority. Each such representative of City and Authority shall identify himself or herself at the job site office upon his or her entrance to that portion of the Site where construction is occurring, and shall provide Participant, or the construction superintendent or similar person in charge, a reasonable opportunity to have a representative accompany him or her during the inspection. {010375271 {01037527} {01037527} -8- 01095/0026 \151843.01 I. (� 509) Applicable Laws. Participant shall carry out the construction of the improvements to be constructed by Participant in conformity with all applicable laws, including all applicable federal and state labor laws. J. (& 510) Non - discrimination During Construction. Participant, for itself and its successors and assigns, agrees that during the construction of the improvements provided for in the Agreement, Participant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. All contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In contracts: There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land." K. (& 511) Taxes and Assessments. Participant shall pay, when due, all real estate taxes and assessments assessed or levied against the Site, if any. L. ($ 512) Rights of Holders of Approved Security Interests in Site. 1. Definitions. As used in this Section, the term "mortgage" shall mean a leasehold mortgage and include any mortgage, deed of trust, or other security interest, or sale and lease -back, or any other form of conveyance for financing. The term "holder" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease- back, or the grantee under any other conveyance for financing. 2. No Encumbrances Except Mortgages to Finance the Project. Notwithstanding the restrictions on transfer in Section 304, mortgages required for any reasonable method of financing Participant's acquisition of the Site and the development and construction of the Project are permitted before issuance of a Release of Construction Covenants but only for the purpose of securing loans of funds used or to be used for financing Participant's direct and indirect costs for acquisition of the Site and /or the Expansion Area and the development and construction of the Project, or for restructuring or refinancing any of same, so long as the refinancing does not exceed the {010375271 {01037527} {01037527} -9- 01095/0026 \151843.01 sum of the then - outstanding balance of the existing financing plus any applicable loan fees or refinancing costs plus any additional amounts that may be reasonably necessary to complete development of the Project. Participant (or any entity permitted to acquire title under this Section) shall use commercially reasonable efforts to notify City in advance of any mortgage, if Participant or such entity proposes to enter into the same before issuance of the Release of Construction Covenants. Participant shall promptly notify City of any mortgage, encumbrance, or lien that has been created or attached thereto prior to issuance of a Release of Construction Covenants, whether by voluntary act of the Participant or otherwise. 3. Participant's Breach Shall Not Defeat'Mortgage Lien. Participant's breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure, trustee's sale or otherwise. 4. Holder Not Obligated to Construct or Complete Improvements. The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Site or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 5. Notice of Default to Mortgagee, Deed of Trust or Other Security Interest Holders. Whenever Authority shall deliver any notice or demand to Participant with respect to any breach or default by Participant hereunder, Authority shall at the same time deliver a copy of such notice. or demand to each holder of record of any mortgage who has previously made a written request to Authority therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given. 6. Right to Cure. Each holder (insofar as the rights of Authority are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to: (a) Obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and (b) Add the cost of said cure to the security interest debt and the lien {01037527} {010375271101037527} -10- 01095/0026 \151843.01 or obligation on its security interest; provided that in the case of a default which cannot with diligence be remedied or cured within such ninety (90) day period, such holder shall have additional time as reasonably necessary to remedy or cure such default. In the event there is more than one such holder, the right to cure or remedy a breach or default of Participant under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Participant for each separate Participant breach or default under this Section. No holder shall undertake or continue the construction or completion of the improvements (beyond the extent necessary to preserve or protect such holder's security interest) without first having expressly assumed Participant's obligations to Authority by written agreement reasonably satisfactory to Authority with respect to the Site or any portion thereof in which the holder has an interest. Additionally, the holder must agree to complete, in the manner required by this Agreement, the improvements to which the lien or title of such holder relates. Any holder properly completing such improvements shall be entitled, upon written request made to Authority, to a Release of Construction Covenants from Authority. 7. Minor Amendments The Authority Executive Director are authorized to approve and execute minor, non - material amendments to this Agreement as may be requested by Participant's lender in relation to the protection of such lender's security interest in any portion of the Site, without formal approval of the City Council or the Authority Board of Directors. Should, in the discretion of the Authority Executive Director, or his designee, conclude, in his sole and absolute discretion, that amendments requested by any Participant lender require a public hearing, then said amendment, or portion thereof, must be first presented to the government board of the Authority before the Authority Executive Director or his designee sign any amendment to this Agreement. M. (& 513) Release of Construction Covenants. Upon the completion of all construction required to be completed by Participant on the Site, if any, and in no event later than the date on which the City allows occupancy (temporary or otherwise), City and Authority shall furnish Participant with a Release of Construction Covenants in the form attached hereto as Attachment No. 5. The Release of Construction Covenants shall be executed and notarized so as to permit it to be recorded at Participant's option in the Office of the Recorder of Los Angeles County. A Release of Construction Covenants shall be, and shall state that it constitutes, conclusive determination of satisfactory completion of the construction and development of the improvements required by this Agreement upon the Site and as of the date of issuance of the {01037527} {01037527} {01037527} -11- 01095/0026 \151843.01 Release of Construction Covenants, of full compliance with the terms of this Agreement with respect to development of the Project. Authority and City shall not unreasonably withhold the Release of Construction Covenants. If Authority or City refuses or fails to furnish a Release of Construction Covenants within thirty (30) days after written request from Participant, Authority and/or City shall provide a written statement of the reasons Authority or City refused or failed to furnish a Release of Construction Covenants. The statement shall also contain Authority's and City's reasonably detailed opinion of the action Participant must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, or other minor so -called "punch list" items, Authority will issue its Release of Construction Covenants upon the posting of a bond in an amount representing one hundred ten percent (110 %) of the fair value of the work not yet completed or other assurance reasonably satisfactory to Authority or City. The Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093. Nothing herein shall prevent or affect Participant's right to obtain a certificate of occupancy from the City before the Release of Construction Covenants is issued. N. N 514) Estoppels. At the request of Participant or any holder of a mortgage or deed of trust, Authority shall, from time to time and upon the request of such holder, timely execute and deliver to Participant or such holder a written statement that no default or breach exists (or would exist with the passage of time, or giving of notice or both) by Participant under this Agreement, if such be the fact, and certifying as to whether or not Participant has at the date of such certification complied with any obligation of Participant hereunder as to which Participant or such holder may inquire. The form of any estoppel letter shall be prepared by the holder or Participant and shall be at no cost to Authority or City and subject to the approval of Authority. 6. ($ 600) COVENANTS. A. 0 601) Obligation to Refrain from Discrimination. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Participant, or any person claiming under or through Participant, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof. The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. {01037527} {01037527} {01037527} -12- 01095/0026 \151843.01 B. N 602) Form of Nondiscrimination and Nonsegregation Clauses. Participant shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. Deeds. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. 2. Leases. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, {01037527} {01037527} {01037527} -13- 01095/0026 \151843.01 of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3; 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. 3. Contracts. In contracts: "There shall be no discrimination against or segregation of , any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land." C. , (4 603) Maintenance of Improvements. Participant covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any part thereof, that, after City's issuance of the Release of Construction Covenants the Participant shall be responsible for maintenance of all improvements that may exist on the Site from time to time, including without limitation buildings, parking lots, lighting, signs, and walls, in first -class condition and repair, and shall keep the Site free from any accumulation of debris or waste materials. Participant shall also maintain all landscaping required pursuant to Participant's approved landscaping plan in a healthy condition, including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land and thereby become the obligations of any transferee of the Site or any portion thereof for a period of ten (10) years following issuance of the Release of Construction Covenants. D. N 604) Effect of Covenants. City and Authority are deemed beneficiaries of the terms and provisions of this Agreement and of the restrictions and covenants running with the land for and in their own right for the purposes of protecting the interests of the community in whose favor and for whose benefit the covenants running with the land have been provided. The covenants in favor of City and Authority shall run without regard to whether City or Authority has been, remains or is an owner of any land or interest therein in the Site. City and Authority shall have the right, if any of the covenants set forth in this Agreement which are provided for its benefit are breached, to {01037527} {01037527} {01037527} 01095/0026\151843.01 exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. With the exception of City and Authority, no other person or entity shall have any right to enforce the terms of this Agreement under a theory of third parry beneficiary or otherwise. 7: (� 700) INTENTIONALLY DELETED. 8 N 800) DEFAULTS, REMEDIES, TERM AND TERMINATION. A. (§ 801) Defaults, Right to Cure and Waivers. Except as otherwise set forth herein, and subject to any Enforced Delay, failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and does not thereafter prosecute such cure, correction or remedy with diligence to completion; provided that if the default is an immediate danger to the health, safety and general welfare, then the injured party may specify a shorter period and require immediate action, as may be reasonable under the circumstances. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice, except if a shorter time applies as specified above in this Section 801. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise provided in this Agreement, waiver by either party of the performance of any covenant, condition, or promise shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition, or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. B. N 802) Legal Actions. 1. Institution of Legal Actions. In addition to any other rights or remedies, and subject to the requirements of Section 801, either party may institute legal action to cure, correct or remedy any default, to recover damages (exclusive of punitive or consequential damages) for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that county. {01037527} {01037527} {010375271 -15- 01095/0026\151843.01 2. - Applicable Law and Forum. The internal laws of the State of California shall govern the' interpretation and enforcement of this Agreement without regard to conflict of law principles. 3. Acceptance of Service of Process. In the event that any legal action is commenced by Participant, against Authority, service of process on Authority shall be made by personal service upon the Authority Administratoror Secretary or in such other manner as may be provided by law. In the event that any legal action is commenced by Authority against Participant, service of process on Participant shall be made in such manner as may be provided by law and shall be valid whether made within or without the State of California. C. N 8031 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. (& 804) Specific Performance. In addition to any other remedies permitted by this Agreement, if subsequent to the Closing either party defaults hereunder by failing to perform any of its obligations herein, the other party shall be entitled to seek the judicial remedy of specific performance. In this regard, Participant specifically acknowledges that Authority is entering into this Agreement for the purpose of assisting in the development of the Site and not for the purpose of enabling Participant to speculate with land. Notwithstanding any other provision set forth in this Agreement to the contrary, in no event shall Authority have a right prior to the Closing to seek specific performance or other equitable relief to compel Participant to close the Escrow or proceed with development of the Project. E. (& 805) Attorney's Fees. If any party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties' agreement to, or performance of this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees from the other party. As used herein, the "prevailing party" shall be the party determined as such by a court of law pursuant to the definition in Code of Civil Procedure Section 1032(a)(4), as it may be subsequently amended. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. {01037527} {01037527} {01037527} -16- 01095/0026 \151843.01 9. (§ 900) GENERAL PROVISIONS. A. (4 901) Notices, Demands and Communications Between the Parties. Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first -class registered or certified mail, postage prepaid, return receipt requested, or by an "overnight courier" such as Federal Express, at the time of delivery shown upon such receipt; in either case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are: If to Participant: 3000 E. Imperial, LLC Plamex Investments, LLC 3100 E. Imperial Highway Lynwood, California 90262 Attention: Donald Chae With a copy to: Lim, Ruger & Kim, LLP 1055 W. 7t' Street, 28h Floor Los Angeles, California 90017 Attention: Real Estate Department If to Authority Lynwood Housing Authority 11330 Bullis Road Lynwood, CA 90262 Attention: Executive Director with a copy to: Kane, Ballmer & Berkman 515 S. Figueroa Street, Suite 780 Los Angeles, California 90071 Attn: Royce K. Jones, Esq. Gustavo Lamanna, Esq. {01037527} {01037527} {01037527} -17- 01095/0026 \151843.01 i If to City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attention: City Manager with a copy to: Kane, Ballmer & Berkman 515 S. Figueroa Street, Suite 780 Los Angeles, California 90071 Attn: Royce K. Jones, Esq. Gustavo Lamanna, Esq. B. 0 902) Nonliability of City and Authority Officials and Employees; Conflicts of Interest; Commissions. 1. Personal Liability. No member, official, employee, agent or contractor of City or Authority shall be personally liable to Participant in the event of any default or breach by Authority or for any amount which may become due to Participant or on any obligations under the terms of the Agreement. No member, official, employee, agent or contractor of Participant shall be personally liable to Authority in the event of any default or breach by Participant or for any amount which may become due to Authority or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 1002 is intended to limit Participant's liability. 2. Financial Interest. No member, official, employee or agent of City or Authority shall have any financial interest, direct or indirect, in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law. 3. Commissions. City and Authority have not retained any broker or finder or paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. Authority shall not be liable for any real estate commissions, brokerage fees or finders' fees which may arise from this Agreement, and Participant agrees to hold Authority harmless from any claim by any broker, agent, or finder retained by Participant. Authority agrees to hold Participant harmless from any claim by any broker, agent, or finder retained by Authority. C. (§ 903) Enforced Delay: Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; {01037527} {01037527} {01037527} -18- 01095/0026 \151843.01 acts of the "public enemy "; epidemics; quarantine restrictions; freight embargoes; lack of transportation; subsurface conditions on the Site and unknown soils conditions; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Authority shall not excuse performance by Authority); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay "), the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time `for any such cause shall be limited to the period of the enforced delay, and shall commence to' run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause. Notwithstanding the foregoing, financial inability shall not extend the time for performance by any party. V Times of performance under this Agreement may also be extended by mutual written agreement by Authority or City and Participant. The Administrator of Authority or the City Manager shall have the authority on behalf of Authority or City to approve extensions of time not to exceed a cumulative total of one hundred eighty (180) days with respect to each performance date. D. 0 904) Books and Records. 1. Participant to Keep Records. Participant shall prepare and maintain all books, records and reports necessary to substantiate Participant's compliance with the terms of this Agreement or reasonably required by the Authority. 2. Right to Inspect. Either party shall have the right, upon not less than seventy -two (72) hours notice, at all reasonable times, to inspect the books and records of the other party pertaining to the Site, as pertinent to the purposes of this Agreement. 3. Ownership of Documents. Copies of all drawings, specifications, reports, records, documents and other materials prepared by Participant, its employees, agents and subcontractors, in the performance of this Agreement, which documents are in the possession of Participant and are not confidential, proprietary, financial in nature or attorney client or attorney work product privileged documents shall be delivered to Authority upon request in the event of a termination of this Agreement, if such termination occurs due to a cause that is not a default by Authority or City, and in such event Participant shall have no claim for additional compensation as a result of the exercise by Authority of its rights hereunder. Participant makes no warranty or representation regarding the accuracy or sufficiency of such documents for any future use by Authority, and Participant shall have no liability therefor. Notwithstanding the foregoing, the Authority shall not have any right to sell, license, convey or transfer the documents and materials to any third party, or to use the documents and materials for any other site. {01037527} {01037527} {01037527} -19- 01095/0026 \151843.01 E. 905) Assurances to Act in Good Faith; Approvals Not to Be Unreasonably Withheld. City, Authority and Participant shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. In the event the approval of a party is required hereunder, such approval shall not be unreasonably withheld, delayed, or conditioned except as may be otherwise expressly set forth herein. F. N 906) Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either parry by reason of the authorship a of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes the documents incorporated herein by reference, as though fully set forth herein. G. (4 907) Entire Agreement, Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Authority or Participant, as applicable, and all amendments hereto must be in writing and signed by the appropriate authorities of Authority and Participant. H. N 908) Severability. In the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, provision or agreement contained herein. I. N 909) Execution. This Agreement may be executed in counterparts (and signatures may be delivered by electronic means), each which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] {01037527) {01037527} {01037527} -20- 01095/00261151843.01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: Authority Secretary APPROVED AS TO FORM: KANE, BALLMER & BERKMAN BY: Special Counsel for Authority "AUTHORITY ": LYNWOOD HOUSING AUTHORITY 0 Chairperson "CITY ": CITY OF LYNWOOD : ATTEST: In City Clerk APPROVED AS TO FORM: KANE, BALLMER & BERKMAN By: Special Counsel for City {01037527} {01037527} {01037527} -21- 01095/0026 \151843.01 Mayor "PARTICIPANT ": 3000 E. Imperial, LLC By: _ Name: Title: By: _ Name: Title: Plamex Investment, LLC By: _ Name: Title: By: _ Name: Title: {01037527} {01037527} {01037527} -22- 01095/0026 \151843.01 ATTACHMENT NO. 1 PLAZA MEXICO OPA SITE MAP [to be inserted] ATTACHMENT NO. 2 {01037527} {01037527} {01037527} Page Iof1 01095/0026\151843.01 a :� �, , ._... �i. +;N fj' ,Vhp: "�• � ♦ ,i ''p � max, ` AV/ w a. +r J J fi I A4 A. jr- y _ a fig: % •" I. _ )/ : { a` - � iLw IF i n f 4 i o . i. ., r -fie .� � son Rg x s Fr 771 r ATTACHMENT NO.2 PLAZA MEXICO OPA LEGAL DESCRIPTION OF SITE PARCEL A: 3000 East Imperial Highway legal description Residential Parcel owned by 3000 E. IMPERIAL, LLC [TO BE INSERTED] PARCEL B: 3100 East Imperial Highway and balance of existing Plaza Mexico site legal description Commercial /Retail Parcel owned by Plamex Investments, LLC [TO BE INSERTED] {01037527} {01037527} {01037527} -2- 01095/0026 \151843.01 LEGAL DESCRIPTION OF PARCEL A The land referred to in this policy is described as follows: Real property in the City of Lynwood, County of Los Angeles, State of California, described as follows: PARCEL 1: Lots 20 to 31 inclusive in Block 4 of Modjeska Park, in the City of Lynwood, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 142 and 143 of Maps, in the Office of the County Recorder of said County. PARCEL 2: Lots 2 to 32 inclusive, Lots 59 to 64 inclusive, Lots 67 to 72 inclusive, and Lots 75 to 80 inclusive in Block 5 of Modjeska Park, in the City of Lynwood, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 142 and 143 of Maps, in the Office of the County Recorder of said County. PARCEL 3: Lots 65, 66, 73 and 74 in Block 5 of Modjeska Park, in the City of Lynwood, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 142 and 143 of Maps, in the Office of the County Recorder of said County. EXCEPT from said Lots 65, 66, 73 and 74 of the Northerly 30 feet thereof. ALSO EXCEPT therefrom an undivided one -half interest in and to the oil, mineral and other hydrocarbon substances under said land as granted to Carl C. Kanowsky by Deed recorded February 18, 1970 in Book D -4637 Page 86, Official Records. APN: 6170 - 020- 012-and 6169 - 003 -017 LEGAL DESCRIPTION OF PARCEL B The land referred to is situated in the County of Los Angeles, City of Lynwood, State of California, and is described as follows: PARCEL 1: THOSE PORTIONS OF THE MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY CORNER OF LOT 17 IN BLOCK 15 OF SAID MODJESKA PARK; THENCE NORTH 170 59'30" EAST ALONG THE WESTERLY LINE OF SAID BLOCK 362.90 FEET TO THE NORTHWESTERLY CORNER OF SAID BLOCK 15; THENCE NORTH 160 19' 15" EAST 50.86 FEET TO THE SOUTHWESTERLY CORNER OF LOT 10 IN BLOCK 18 OF SAID MODJESKA PARK; THENCE NORTH 50 47' 00" EAST ALONG THE WESTERLY LINE OF SAID BLOCK 18, A DISTANCE OF 230.13 FEET TO THE SOUTHERLY LINE OF IMPERIAL HIGHWAY 100 FEET; THENCE EASTERLY ALONG SAID HIGHWAY, SOUTH 840 13'00" EAST, 830.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 697.35 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 44'21", AN ARC LENGTH OF 69.85 FEET TO THE WESTERLY LINE OF PEACH STREET, THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF PEACH STREET, SOUTH 140 37' 33" EAST, 14.39 FEET; THENCE SOUTH 5° 45' 40" WEST, 89.52 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 583 89 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 13' 10 ", AN ARC LENGTH OF 124.53 FEET; THENCE SOUTH 170 58' 50" WEST, 6.92 FEET TO A POINT ON THE SOUTHERLY LINE OF BLOCK 18 IN SAID MODJESKA PARK; THENCE SOUTH 260 03'45" WEST 53.29 FEET TO THE NORTHEAST CORNER OF LOT 1 IN BLOCK 17 OF SAID MODJESKA PARK; THENCE SOUTH 17° 58'50" WEST 111.30 FEET TO THE SOUTHEASTERLY CORNER OF LOT 3 IN BLOCK 17 OF SAID MODJESKA PARK; THENCE NORTH 720 04' 03" WEST ALONG THE SOUTHERLY LINE OF SAID LOT, 130.64 FEET TO THE NORTHEASTERLY CORNER OF LOT 46 IN BLOCK 17; THENCE SOUTH 170 57'05" WEST ALONG THE EASTERLY LINE OF LOTS 46, 45, 44, 43, 42 AND 41, IN SAID BLOCK 17, 150.04 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT 41; THENCE NORTH 720 04'32" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 41 AND ITS WESTERLY PROLONGATION 170.59 FEET TO THE EASTERLY LINE OF BLOCK 16 OF SAID MODJESKA PARK; THENCE SOUTH 170 55' 20" WEST ALONG SAID EASTERLY LINE, 234.84 FEET TO THE SOUTHEASTERLY CORNER OF LOT 16 IN SAID BLOCK 16; THENCE NORTH 720 01'41" WEST ALONG THE SOUTHERLY LINE OF SAID LOT, 130.15 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT; THENCE NORTH 170 56' 17" EAST ALONG THE WESTERLY LINE OF LOTS 16, 15, 14 AND 13 IN SAID BLOCK 16, A DISTANCE OF 99.98 FEET TO THE SOUTHEASTERLY CORNER OF LOT 30 IN SAID BLOCK 16; THENCE NORTH 720 01'43" WEST ALONG THE SOUTHERLY LINE OF SAID LOT AND ITS WESTERLY PROLONGATION, 170.13 FEET TO THE EASTERLY LINE OF SAID BLOCK 15; THENCE SOUTH 171 57' 15" WEST 196.60 FEET AND NORTH 620 29' 20" WEST, 263.86 FEET ALONG THE BOUNDARY LINES OF SAID BLOCK 15 AND TO THE POINT OF BEGINNING. EXCEPT LOTS 53 AND 54 INCLUSIVE, IN BLOCK 18 OF SAID MODJESKA PARK. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED WITHIN THE LINES OF GRAPE STREET, APRICOT STREET AND BEECHWOOD AVENUE AS SHOWN ON THE MAP OF SAID MODJESKA PARK. ALSO EXCEPT THEREFROM THAT PORTION THEREOF LYING WITHIN SAID BLOCK 17. ALSO EXCEPT ALL CRUDE OIL, PETROLEUM, MINERALS AND KINDRED SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY HAROLD L. BABB AND SADIE M. BABB, BY DEED RECORDED JUNE 1, 1971, IN BOOK D- 5074 PAGE 5, OFFICIAL RECORDS, AS TO LOT 11, BLOCK 18 OF SAID TRACT, AND RESERVED BY CARL A. NORDBAK, ET AL., BY DEED RECORDED JUNE 1, 1971, IN BOOK D -5074 PAGE 112, OFFICIAL RECORDS, AS TO LOTS 59, 60 AND THE EAST 15 FEET OF LOT 61, IN SAID BLOCK 18, AND RESERVED BY WILLIE G. MEANY, AN UNMARRIED WOMAN, BY DEED RECORDED JUNE 1, 1971, IN BOOK D -5074 PAGE 79, OFFICIAL RECORDS, AS TO LOTS 69 AND 70, IN BLOCK 18 OF SAID TRACT. ALSO EXCEPT ALL CRUDE OIL, PETROLEUM, MINERALS AND KINDRED SUBSTANCES IN AND UNDER LOTS 23 AND 24 AND THE WESTERLY 7 FEET OF LOT 25, ALL IN BLOCK 18 OF SAID TRACT, LYING BELOW A DEPTH OF 300 FEET FROM THE SURFACE THEREOF, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY DELORES JUNE RATZLAFF SMITH, ET AL., BY DEED RECORDED JUNE 1, 1971, IN BOOK D -5074 PAGE 83, OF OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF BEECHWOOD AVENUE AND GRAPE STREET IN MODJESKA PARK, AS VACATED BY RESOLUTION NO. 71 -34, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, A CERTIFIED COPY THEREOF BEING RECORDED MAY 20, 1971 AS INSTRUMENT NO. 3445, IN BOOK D -5063 PAGE 937, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCELS 1 AND 2 ARE ALSO DESCRIBED AS FOLLOWS: THOSE PORTIONS OF THE MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY CORNER OF LOT 17 IN BLOCK 15 OF SAID MODJESKA PARK; THENCE NORTH 180 01'23" EAST ALONG THE WESTERLY LINE OF SAID BLOCK 362.97 FEET TO THE NORTHWESTERLY CORNER OF SAID BLOCK 15; THENCE NORTH 161 23' 16" EAST 50.87 FEET TO THE SOUTHWESTERLY CORNER OF LOT 10 IN BLOCK 18 OF SAID MODJESKA PARK; THENCE NORTH 51 48' 32" EAST ALONG THE WESTERLY LINE OF SAID BLOCK 18, A DISTANCE OF 230.02 FEET TO THE SOUTHERLY LINE OF IMPERIAL HIGHWAY 100 FEET WIDE; THENCE EASTERLY ALONG SAID HIGHWAY, SOUTH 84° 12' 05" EAST, 630.08 FEET TO THE NORTHWESTERLY LINE OF LOT 54 OF SAID MODJESKA PARK; THENCE SOUTH 050 46' 54" WEST 99.95 FEET TO THE SOUTHWESTERLY CORNER OF LOT 54; THENCE SOUTH 840 12' 24" EAST 50.01 FEET TO THE SOUTHEASTERLY CORNER OF LOT 53 OF SAID MODJESKA PARK; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LOT 53 NORTH 05° 46' 54" EAST 99.95 FEET TO SAID SOUTHERLY LINE IMPERIAL HIGHWAY 100 FEET WIDE; THENCE EASTERLY ALONG SAID SOUTHERLY LINE SOUTH 840 12' 05" EAST 150.27 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 697.35 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 43' 54" AN ARC LENGTH OF 69.76 FEET TO THE WESTERLY LINE OF PEACH STREET; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF PEACH STREET, SOUTH 15° ON 26" EAST, 14.39 FEET; THENCE SOUTH 5° 46' 23" WEST, 89.52 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 583.89 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 13'22", AN ARC LENGTH OF 124.56 FEET; THENCE SOUTH 17° 59'45" WEST, 6.88 FEET TO A POINT ON THE SOUTHERLY LINE OF BLOCK 18 IN SAID MODJESKA PARK; THENCE SOUTH 26° 05'00" WEST 53.31 FEET TO THE NORTHEAST CORNER OF LOT 1 IN BLOCK 17 OF SAID MODJESKA PARK; THENCE SOUTH 170 59145" WEST 111.29 FEET TO THE SOUTHEASTERLY CORNER OF LOT 3 IN BLOCK 17 OF SAID MODJESKA PARK; THENCE NORTH 720 03' 58" WEST ALONG THE SOUTHERLY LINE OF SAID LOT, 130.66 FEET TO THE NORTHEASTERLY CORNER OF LOT 46 IN BLOCK 17; THENCE SOUTH 170 58'08" WEST ALONG THE EASTERLY LINE OF LOTS 46, 45, 44, 43, 42 AND 41 IN SAID BLOCK 17, 150.07 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT 41; THENCE NORTH 720 03' 10" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 41 AND ITS WESTERLY PROLONGATION 170.60 FEET TO THE EASTERLY LINE OF BLOCK 16 OF SAID MODJESKA PARK; THENCE SOUTH 17° 56' 15" WEST ALONG SAID EASTERLY LINE, 234.89 FEET TO THE SOUTHEASTERLY CORNER OF LOT 16 IN SAID BLOCK 16; THENCE NORTH 72° 00' 18" WEST ALONG THE SOUTHERLY LINE OF SAID LOT, 130.16 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT; THENCE NORTH 170 57'20" EAST ALONG THE WESTERLY LINE OF LOTS 16, 15, 14 AND 13 IN SAID BLOCK 16, A DISTANCE OF 99.99 FEET TO THE SOUTHEASTERLY CORNER OF LOT 30 IN SAID BLOCK 16; THENCE NORTH 720 01'04" WEST ALONG THE SOUTHERLY LINE OF SAID LOT AND ITS WESTERLY PROLONGATION, 170.13 FEET TO THE EASTERLY LINE OF SAID BLOCK 15; THENCE SOUTH 170 58' 39" WEST 196.61 FEET AND NORTH 62° 27' 15" WEST, 264.09 FEET ALONG THE BOUNDARY LINES OF SAID BLOCK 15 AND TO THE POINT OF BEGINNING. EXCEPT THEREFROM THOSE PORTIONS INCLUDED WITHIN THE LINES OF APRICOT STREET AND BEECH WOOD AVENUE AS SAID STREETS ARE SHOWN ON MAP RECORDED IN BOOK 102 PAGE 33 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM THAT PORTION THEREOF LYING WITHIN SAID BLOCK 17. ALSO EXCEPT THEREFROM THAT PORTION LYING WITHIN LOTS 44 TO 52 INCLUSIVE OF SAID BLOCK 18. PARCEL 3: THOSE PORTIONS OF BEECHWOOD AVENUE AND APRICOT STREET IN MODJESKA PARK, AS VACATED BY RESOLUTION NO. 99.108 OF THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, A CERTIFIED COPY THEREOF BEING RECORDED ON AUGUST 24, 1999 AS INSTRUMENT NO. 99- 1593013 AND VACATED BY RESOLUTION NO. 99.108, RECORDED NOVEMBER 14, 2001 AS INSTRUMENT NO. 01- 2173406 OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: THOSE PORTIONS OF APRICOT STREET SOUTH OF BEECHWOOD AVENUE AND BEECHWOOD AVENUE BETWEEN APRICOT STREET AND PEACH STREET OF MODJESKA PARK TRACT, IN THE CITY OF LYNWOOD COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, MAP BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE LOS ANGELES COUNTY RECORDER, MORE CLOSELY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHEASTERLY CORNER OF LOT 1, BLOCK 17 OF SAID TRACT; THENCE NORTH 840 13' WEST 266 FEET ALONG THE NORTHERLY LINE OF SAID LOT 1 AND LOT 48, BEING THE SOUTHERLY RIGHT -OF -WAY LINE OF BEECHWOOD AVENUE, TO THE NORTHWESTERLY CORNER OF LOT 48; THENCE SOUTH 171 59' WEST 205 FEET ALONG THE EASTERLY RIGHT -OF -WAY LINE OF APRICOT STREET TO THE SOUTHWESTERLY CORNER OF LOT 41; THENCE NORTH 721 01' WEST 40 FEET TO A POINT ON THE WESTERLY RIGHT -OF- WAY LINE OF APRICOT STREET; THENCE ALONG SAID LINE NORTH 170 59' EAST TO A POINT LOCATED ON THE SOUTHERLY LINE OF LOT 28, BLOCK 18 OF SAID TRACT, SAID POINT BEING 5.64 FEET WEST OF THE SOUTHEASTERLY CORNER OF LOT 28; THENCE ALONG THE NORTHERLY LINE OF BEECHWOOD AVENUE SOUTH 840 13' EAST 316.02 FEET TO A POINT ON THE SOUTHERLY LINE OF LOT 41 OF SAID TRACT, SAID POINT BEING 10.38, FEET FROM THE SOUTHWESTERLY CORNER OF SAID LOT; THENCE SOUTHWESTERLY IN A DIRECT LINE TO THE . NORTHEASTERLY CORNER OF LOT 1 OF SAID TRACT BEING THE POINT OF BEGINNING. PARCEL 4: LOTS 53 AND 54, BLOCK 18 OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 5: LOTS 28 AND 29, IN BLOCK 16, OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, PETROLEUM AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHT TO USE THAT PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL WITH AND 500 FEET BELOW THE PRESENT SURFACE OF SAID LAND, FOR THE PURPOSE OF PROSPECTING FOR DEVELOPING AND /OR EXTRACTING SAID OIL, GAS, PETROLEUM AND OTHER MINERAL OR HYDROCARBON SUBSTANCES FROM SAID LAND BY MEANS OF WELLS DRILLED INTO SAID SUBSURFACE OF SAID LAND FROM DRILL SITES LOCATED ON OTHER LAND, IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT EDISON SECURITIES COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL HAVE NO RIGHT TO ENTER UPON THE SURFACE OF SAID LAND, OR TO USE SAID LAND OR ANY PORTION THEREOF TO SAID DEPTH OF 500 FEET FOR ANY PURPOSE WHATSOEVER, AS RESERVED BY EDISON SECURITIES COMPANY, A CORPORATION, IN DEED RECORDED DECEMBER 16, 1958 AS INSTRUMENT NO. 4046. PARCEL 6: THE NORTHERLY 13 FEET OF LOT 27 OF BLOCK 16 OF " MODJESKA PARK ", IN THE RANCHO SAN ANTONIO, IN THE CITY OF LYNWOOD, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, PETROLEUM AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND UNDER, OR WHICH MAY BE PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHT TO USE THAT PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL WITH AND 500 FEET BELOW THE PRESENT SURFACE OF SAID LAND, FOR THE PURPOSE OF PROSPECTING FOR DEVELOPING AND /OR EXTRACTING SAID OIL, GAS, PETROLEUM AND OTHER MINERAL AND HYDROCARBON SUBSTANCES FROM SAID LAND, BY MEANS OF WELLS DRILLED INTO SAID SUBSURFACE OF SAID LAND FROM DRILL SITES LOCATED ON OTHER LAND, IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT SAID EDISON SECURITIES COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL HAVE NO RIGHT TO ENTER UPON THE SURFACE OF SAID LAND, OR TO USE SAID LAND OR ANY PORTION THEREOF, TO SAID DEPTH OF 500 FEET, FOR ANY PURPOSE WHATSOEVER, AS RESERVED IN DEED FROM EDISON SECURITIES COMPANY, RECORDED SEPTEMBER 5, 1956 AS INSTRUMENT NO. 18, IN BOOK 52213 PAGE 275, OFFICIAL RECORDS. PARCEL 7: THE EASTERLY 20.00 FEET OF THAT PORTION OF GRAPE STREET VACATED BY RESOLUTION NO. 2002.050 OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, RECORDED APRIL 30, 2002 AS INSTRUMENT NO. 02- 995125, LYING SOUTHERLY OF THE WESTERLY PROLONGATION OF THE NORTHERLY LINE OF LOT 29 AND LYING NORTHERLY OF THE WESTERLY PROLONGATION OF A LINE PARALLEL WITH AND 13.00 FEET SOUTHERLY OF THE NORTHERLY LINE OF LOT 27, ALL IN BLOCK 16 OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 8: LOTS 1 THROUGH 48 INCLUSIVE OF BLOCK 17 OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL GAS, OIL AND OTHER HYDROCARBON SUBSTANCES IN, UNDER AND /OR THAT MAY BE PRODUCED FROM A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND BUT WITHOUT ANY USE OF OR RIGHT IN OR TO ANY PORTION OF THE SURFACE THEREOF, TO A DEPTH OF 500 FEET, AS RESERVED BY HELMER J. RONNING AND ADAH J. RONNING, HIS WIFE, AS JOINT TENANTS, THEIR HEIRS, SUCCESSORS AND ASSIGNS, IN DEED RECORDED NOVEMBER 4, 1959 AS INSTRUMENT NO. 622, IN BOOK D 563 PAGE 872 OFFICIAL RECORDS. ALSO EXCEPT THEREFROM, ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE HEREIN CONVEYED PARCEL OF LAND, AND THE RIGHTS THERETO, TOGETHER WITH CERTAIN OTHER CONDITIONS, AS EXCEPTED IN THE DEED (STATE PARCEL 62085), TO THE STATE OF CALIFORNIA RECORDED NOVEMBER 26, 1971 AS INSTRUMENT NO. 931, IN BOOK D 5269 PAGE 230 OFFICIAL RECORDS. ALSO EXCEPT THEREFROM, ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN THE DEED RECORDED JUNE 21, 1978 AS INSTRUMENT NO. 78- 671620, OFFICIAL RECORDS. PARCEL 9: THAT PORTION OF APRICOT STREET, AS DEDICATED BY THE MAP OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, VACATED BY RESOLUTION NO. 2001.124, RECORDED NOVEMBER 14, 2001 AS INSTRUMENT NO. 01- 2173405, OFFICIAL RECORDS, DESCRIBED IN SAID RESOLUTION AS BEING BOUNDED TO THE SOUTH BY THE NORTHERLY RIGHT OF WAY LINE OF FERNWOOD AVENUE, AND TO THE NORTH BY THE EXTENSION OF THE SOUTHERLY LINE OF LOT 41 OF MODJESKA PARK TRACT. PARCEL 10: THE WESTERLY HALF OF THAT PORTION OF PEACH STREET, AS DEDICATED BY THE MAP OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, VACATED BY RESOLUTION NO. 2002 023, RECORDED MARCH 6, 2002 AS INSTRUMENT NO. 02- 536754 OFFICIAL RECORDS, SAID VACATED PORTION OF PEACH STREET DESCRIBED AS: PEACH STREET, AS SHOWN ON MAP OF MODJESKA PARK TRACT, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND TRACT NO. 2551, AS PER MAP RECORDED IN BOOK 24 PAGES 78 AND 79 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF PEACH STREET, 40 FEET WIDE, WITH THE SOUTHERLY LINE OF BEECHWOOD AVENUE, 50 FEET WIDE, BEING THE NORTHWEST CORNER OF LOT 249 OF SAID TRACT NO. 2551; THENCE NORTH 841 12'40" WEST 40.93 FEET MORE OR LESS, TO THE INTERSECTION OF THE WESTERLY LINE OF PEACH STREET, 40 FEET WIDE, WITH SAID SOUTHERLY LINE OF BEECHWOOD AVENUE, BEING THE NORTHEAST CORNER OF LOT 1 OF BLOCK 17 OF SAID MODJESKA PARK TRACT, THENCE ALONG SAID WESTERLY LINE OF PEACH STREET AND THE EASTERLY LINE OF LOTS 1 AND 12 INCLUSIVE, OF SAID BLOCK 17 OF SAID MODJESKA PARK TRACT, SOUTH 170 59'45" WEST 327.58 FEET TO THE WESTERLY PROLONGATION OF THE CENTERLINE OF SANBORN AVENUE, 40 FEET WIDE; THENCE ALONG LAST MENTIONED WESTERLY PROLONGATION SOUTH 840 10' 55" EAST, 40.92 FEET TO SAID EASTERLY LINE OF PEACH STREET; THENCE ALONG SAID EASTERLY LINE OF SAID PEACH STREET AND THE WESTERLY LINES OF LOTS 249 AND 250 OF SAID TRACT NO. 2551, NORTH 170 49'45" EAST 327.61 FEET TO THE POINT OF BEGINNING. PARCEL 11: LOTS 17,18 AND 19, IN BLOCK 16 OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM, ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE HEREIN CONVEYED PARCEL OF LAND, AND THE RIGHTS THERETO, TOGETHER. WITH CERTAIN OTHER CONDITIONS, AS EXCEPTED IN THE DEED (STATE PARCEL 62083 -1), TO THE STATE OF CALIFORNIA RECORDED MAY 14, 1974 AS INSTRUMENT NO. 958, IN BOOK D6270 PAGE 472 OF OFFICIAL RECORDS. THAT PORTION OF THE WEST ONE -HALF OF GRAPE STREET, VACATED BY RESOLUTION NO. 2002.050. OF THE CITY COUNCIL OF THE CITY OF LYNWOOD RECORDED APRIL 30, 2002 AS INSTRUMENT NO. 02- 995125 OF OFFICIAL RECORDS SAID VACATED GRAPE STREET DESCRIBED AS: THAT PORTION OF GRAPE STREET LOCATED IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED TO THE NORTH BY THE EXTENSION OF THE SOUTHERLY LINE OF LOT 30, BLOCK 16, TO THE WEST BY THE EASTERLY LINE OF LOTS 10 THROUGH 16 INCLUSIVE, TO THE SOUTH BY THE NORTHERLY RIGHT OF WAY LINE OF FERNWOOD AVENUE, AND TO THE EAST BY THE WESTERLY LINE OF LOTS 26 THROUGH 29 INCLUSIVE, AS SHOWN ON MAPS OF MODJESKA PARK TRACT, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 13: THAT PORTION OF FERNWOOD AVENUE, AS DEDICATED BY THE MAP OF MODJESKA PARK, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, VACATED BY RESOLUTION NO. 2002.050, RECORDED APRIL 30, 2002 AS INSTRUMENT NO. 02- 995125 OFFICIAL RECORDS, LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF PEACH STREET AS SHOWN ON THE MAP OF SAID MODJESKA TRACT. EXCEPT THEREFROM THAT PORTION OF THE NORTHERLY HALF OF SAID FERNWOOD AVENUE THAT WOULD PASS WITH A LEGAL CONVEYANCE OF LOTS 20, 21, 22, 23, 24, 25 AND 26, IN BLOCK 16, OF SAID MODJESKA PARK. PARCEL 14: THAT PORTION OF RANCHO SAN ANTONIO, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS THOSE CERTAIN STRIPS OF LAND 100.00 FEET WIDE, DESCRIBED IN DEEDS TO LOS ANGELES INTER -URBAN RAILWAY COMPANY, RECORDED IN BOOK 2509 PAGE 240 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS ACQUIRED BY THE STATE OF CALIFORNIA BY FINAL ORDER OF CONDEMNATION (STATE PARCEL 58202), RECORDED DECEMBER 6, 1990 AS INSTRUMENT NO. 90- 2019955 OF OFFICIAL RECORDS IN SAID OFFICE, BOUNDED AS FOLLOWS: ON THE WEST BY THE EASTERLY LINE OF STATE STREET105.00 FEET WIDE, FORMERLY LONG BEACH BLVD., AS DESCRIBED IN DEED RECORDED IN BOOK 2773 PAGE 311 OF DEEDS, IN SAID OFFICE AND SEGMENT 14 OF THE HIGHWAY RIGHT OF WAY RELINQUISHED TO THE CITY OF LYNWOOD BY RESOLUTION OF THE CALIFORNIA HIGHWAY COMMISSION, A CERTIFIED COPY OF WHICH RESOLUTION IS RECORDED APRIL 25, 1996 AS DOCUMENT NO. 96- 650665 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS SHOWN ON MAP RECORDED MARCH 6, 1996, IN STATE HIGHWAY MAP BOOK 19 PAGES 54 AND 55, IN SAID OFFICE; ON THE NORTHEAST BY THE NORTHEASTERLY LINE OF SAID 100 FOOT STRIP; ON THE SOUTHWEST AND THE SOUTH BY THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON SAID EASTERLY LINE OF STATE STREET, FORMERLY LONG BEACH BLVD., DISTANT SOUTH 180 00' 32" WEST, 44.42 FEET FROM THE INTERSECTION OF SAID EASTERLY LINE OF STATE STREET WITH THE NORTHEASTERLY LINE OF SAID 100.00 FOOT STRIP; THENCE SOUTH 620 00' 06" EAST 432.77 FEET; THENCE SOUTH 64° 13' 52" EAST, 986.02 FEET; THENCE SOUTH 790 10' 45" EAST TO THE SAID NORTHEASTERLY LINE OF THE 100.00 FOOT STRIP AND END OF THE HEREIN DESCRIBED LINE. PARCEL 15: LOTS 450, 451, 452 AND 453 OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78, 79 AND 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 16: THAT PORTION OF PEACH STREET BOUNDED BY THE NORTHERLY RIGHT OF WAY LINE OF FERNWOOD AVENUE (VACATED) AND THE ELONGATION OF THE CENTERLINE OF SANBORN AVENUE, 40 FEET WIDE; AS SHOWN ON TRACT 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 70 THROUGH 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS VACATED BY RESOLUTION NO. 2003.064, OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, RECORDED MAY 1, 2003 AS INSTRUMENT NO. 03- 1251383 OF OFFICIAL RECORDS. EXCEPT THE EASTERLY ONE -HALF OF SAID PEACH STREET, LYING NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHERLY LINE OF LOT 449 OF SAID TRACT 2551 AND SOUTHERLY OF THE WESTERLY PROLONGATION OF THE CENTER LINE OF SAID SANBORN AVENUE. PARCEL 17: THAT PORTION OF FERNWOOD AVENUE, AS DEDICATED BY THE MAP OF MODJESKA TRACT, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, AND TRACT NO. 2551, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, VACATED BY RESOLUTION NO. 2002.050, RECORDED APRIL 30, 2002 AS INSTRUMENT NO. 02- 995125, OF OFFICIAL RECORDS, BOUNDED ON THE WEST BY THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF PEACH STREET AS SHOWN ON THE MAP OF SAID MODJESKA TRACT THAT WOULD PASS WITH A LEGAL CONVEYANCE OF LOT 453 OF SAID TRACT NO. 2551. PARCEL 18: THAT PORTION OF CHESTER STREET 50 FEET WIDE, AS DEDICATED BY THE MAP OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78, 79 AND 80 OF MAPS, AS VACATED BY RESOLUTION NO. 2003.180, RECORDED OCTOBER 6, 2003 AS INSTRUMENT NO. 03- 2974163 OF OFFICIAL RECORDS. SAID CHESTER STREET DESCRIBED ON SAID VACATION AS BEING BOUNDED BY THE SOUTHEASTERLY EXTENSION OF THE SOUTHERLY PROPERTY LINE OF LOT 439 AND THE NORTHERLY RIGHT OF WAY LINE OF FERNWOOD AVENUE (VACATED), AS SHOWN ON TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THAT WOULD PASS WITH A LEGAL CONVEYANCE OF PARCEL 15 SHOWN ABOVE. PARCEL 19: THAT PORTION OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THOSE PORTIONS OF SANBORN AVENUE, PEACH STREET, COURT STREET, CHESTER STREET, PLAZA STREET, LONG BEACH BOULEVARD AND THE UNNAMED ALLEY LYING WITHIN SAID TRACT, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LONG BEACH BOULEVARD ORIGINALLY 80 FEET WIDE, WITH THE CENTERLINE OF BEECHWOOD AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP; THENCE SOUTH 140 36' 19" EAST ALONG SAID CENTERLINE OF LONG BEACH BOULEVARD 715.17 FEET; THENCE SOUTH 750 23'41" WEST AT RIGHT ANGLES TO SAID CENTERLINE 65.00 FEET TO A POINT OF INTERSECTION IN THE NORTHERLY LINE OF LOT 312 IN SAID TRACT, WITH THE NORTHWESTERLY LINE OF THAT PARTICULAR PARCEL OF LAND ACQUIRED BY THE STATE OF CALIFORNIA PER DEED RECORDED JUNE 20, 1986 AS INSTRUMENT NO. 86- 771435, FOR THE PROPOSED "CENTURY FREEWAY" AND SHOWN ON A STATE OF CALIFORNIA DIVISION OF HIGHWAYS RIGHT- OF-WAY MAP NO. F1150 -6; THENCE SOUTH 020 00'07" WEST ALONG SAID NORTHWESTERLY LINE 26.09 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 311 IN SAID TRACT; THENCE SOUTH 75° 23'53" WEST ALONG SAID LAST MENTIONED NORTHERLY LINE, THE NORTHERLY LINE OF LOT 338 IN SAID TRACT AND THE WESTERLY PROLONGATION THEREOF, 203.56 FEET TO A POINT IN THE CENTERLINE OF PLAZA STREET, 40 FEET WIDE, AS SHOWN ON SAID TRACT; THENCE NORTH 14° 35'48" WEST ALONG SAID CENTERLINE 130.00 FEET; THENCE SOUTH 75° 23'41" WEST, AT RIGHT ANGLES TO SAID CENTERLINE OF LONG BEACH BOULEVARD, 20.00 FEET TO A POINT IN THE EASTERLY LINE OF LOT 413 IN SAID TRACT; THENCE NORTH 140 35'48" WEST ALONG SAID EASTERLY LINE, 21.81 FEET TO THE MOST NORTHERLY CORNER OF SAID LOT 413; THENCE SOUTH 28° 51' 11" WEST ALONG THE WESTERLY LINE OF SAID LOT 413, A DISTANCE OF 30.01 FEET; THENCE LEAVING SAID WESTERLY LINE SOUTH 750 23'41- WEST AT RIGHT ANGLES TO SAID CENTERLINE OF LONG BEACH BOULEVARD, 34.44 FEET TO A POINT IN THE CENTERLINE OF COURT STREET 50 FEET WIDE AS SHOWN ON SAID TRACT; THENCE SOUTH 280 51'11- WEST, ALONG SAID CENTERLINE 94.03 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 519.71 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 080 41'10" AN ARC LENGTH OF 78.79 FEET NORTH 520 27'02" WEST ALONG A RADIAL LINE TO SAID CURVE, 25.00 FEET TO THE MOST EASTERLY CORNER OF LOT 424 OF SAID TRACT; THENCE NORTH 520 24'33- WEST ALONG THE NORTHEASTERLY LINE OF SAID LOT, 100.03 FEET TO THE NORTHERLY CORNER THEREOF, SAID NORTHERLY CORNER ALSO BEING IN THE SOUTHEASTERLY LINE OF LOT B, 18.5 FEET WIDE, AS SHOWN ON SAID TRACT; THENCE NORTH 530 12'47" WEST 43.48 FEET TO A POINT IN THE CURVED CENTERLINE OF CHESTER STREET, 50 FEET WIDE, AS SHOWN ON SAID TRACT, SAID CURVE HAVING A RADIUS OF 351.21 FEET, WITH A RADIAL LINE TO SAID POINT BEING SOUTH 52° 22'05- EAST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 080 46'07", AN ARC LENGTH OF 53.75 FEET TO A POINT OF TANGENCY IN SAID CENTERLINE, SAID POINT ALSO BEING THE INTERSECTION WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 439 IN SAID TRACT; THENCE NORTH 610 08' 12" WEST ALONG SAID NORTHEASTERLY LINE AND SAID PROLONGATION THEREOF, 168.09 FEET TO AN ANGLE POINT THEREIN; THENCE 841 10'24" WEST ALONG THE MOST NORTHERLY LINE THEREOF 67.21 FEET TO THE MOST WESTERLY CORNER THEREOF, ALSO BEING THE SOUTHEAST CORNER OF LOT 447 IN SAID TRACT; THENCE NORTH 050 49'36- EAST ALONG THE EASTERLY LINE OF SAID LOT 447 AND THE NORTHERLY PROLONGATION THEREOF, 170.00 FEET TO A POINT IN THE CENTERLINE OF SANBORN AVENUE, 40 FEET WIDE, AS SHOWN ON SAID MAP; THENCE NORTH 841 10' 24" WEST ALONG SAID CENTERLINE, 166.15 FEET TO THE INTERSECTION WITH THE CENTERLINE OF PEACH STREET, 40 FEET WIDE AS SHOWN ON SAID MAP; THENCE NORTH 170 59'42" EAST ALONG SAID LAST MENTIONED CENTERLINE, 353.12 FEET TO THE INTERSECTION WITH SAID CENTERLINE OF BEECHWOOD AVENUE; THENCE SOUTH 840 12'40" EAST ALONG SAID LAST MENTIONED CENTERLINE, 261.79 FEET TO AN ANGLE POINT THEREIN; THENCE NORTH 750 25' 12" EAST ALONG SAID CENTERLINE, 383.75 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM, THOSE PORTIONS OF COURT STREET AND PLAZA STREET THAT WOULD PASS WITH THE CONVEYANCE OF LOT 413 OF SAID TRACT NO. 2551. ALSO EXCEPT FROM PORTIONS OF LOTS 226 TO 228, ALL OIL, GAS AND OTHER MINERAL RIGHTS IN AND UNDER SAID PROPERTY, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE SUCH PORTION OF SAID PROPERTY LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR THE EXTRACTION OF OIL, GAS AND MINERALS FROM SAID PROPERTY OR PROPERTY IN THE VICINITY THEREOF; HOWEVER, WITH NO RIGHT OF SURFACE ENTRY WHATSOEVER, AS RESERVED AND EXCEPTED IN DEED RECORDED NOVEMBER 21, 1962 AS INSTRUMENT NO. 2511, IN BOOK D -1830 PAGE 16, OFFICIAL RECORDS. ALSO EXCEPT FROM PORTIONS OF LOTS 229 TO 233, ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER SAID LAND OR PRODUCED AND SAVED THEREFROM, WITHOUT ANY RIGHTS IN THE GRANTOR TO THE USE OF THE SURFACE AND THE SUBSURFACE AREAS OF SAID LAND TO A DEPTH OF 500 FEET FOR ANY PURPOSE TO PRODUCE, PROSPECT FOR AND DEVELOP ANY OF SUCH SUBSTANCES; AND ALSO SPECIFICALLY RESERVING UNTO THE GRANTOR THEREIN, RIGHTS OF WAY AND EASEMENTS IN AND THROUGH THE SUBSURFACE STRATA OF SAID LAND LYING BELOW A PLANE 500 FEET BELOW THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF DRILLING, PROSPECTING FOR AND DEVELOPING OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND UNDER, AND THE PRODUCING INTERVALS OF WHICH ARE IN LANDS OTHER THAN THE LAND ABOVE DESCRIBED AND FROM THE SURFACE OF LANDS OTHER THAN THE LAND ABOVE DESCRIBED, AS RESERVED BY JACKSON 0. LAW, JR., IN DEED RECORDED DECEMBER 11, 1972 AS INSTRUMENT NO. 63, OFFICIAL RECORDS. ALSO EXCEPT FROM PORTIONS OF LOTS 234 AND 235, ALL OIL, GAS, HYDROCARBON SUBSTANCES AND, MINERALS IN AND UNDER SAID LAND OR PRODUCED AND SAVED THEREFROM, WITHOUT ANY RIGHTS IN THE (DEFENDANT OR GRANTOR) TO THE USE OF THE SURFACE AND THE SUBSURFACE AREA OF SAID LAND TO A DEPTH OF 500 FEET FOR ANY PURPOSE TO PRODUCE, PROSPECT FOR AND DEVELOP ANY SUCH SUBSTANCES; AND ALSO SPECIFICALLY RESERVING UNTO THE (DEFENDANT OR GRANTOR) THEREIN, RIGHTS OF WAY AND EASEMENTS IN AND THROUGH THE SUBSURFACE STRATA OF SAID LAND LYING BELOW A PLANE 500 FEET BELOW THE SURFACE OF SAID LAND FOR THE PURPOSE OF DRILLING, PROSPECTING FOR AND DEVELOPING OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND UNDER, AND THE PRODUCING INTERVALS OF WHICH ARE IN LANDS OTHER THAN THE LAND ABOVE DESCRIBED AND FROM THE SURFACE OF LANDS OTHER THAN THE LAND ABOVE DESCRIBED, EXCEPTED BY B. DEAN CLANTON, AS HIS SEPARATE PROPERTY, IN DEED RECORDED NOVEMBER, 15, 1972 AS INSTRUMENT NO. 73, OFFICIAL RECORDS. ALSO EXCEPT FROM LOTS 246, ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LAND OR OTHER LANDS BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, IN DEED RECORDED JANUARY 5, 1978 AS INSTRUMENT NO. 78- 11639, OFFICIAL RECORDS. ALSO EXCEPT FROM LOTS 249, ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN UPON OR UNDERLYING SAID LAND WITHOUT THE RIGHT OF ENTRY ABOVE THE,DEPTH OF 100 FEET BELOW THE SURFACE OF SAID LAND, AS RESERVED BY ALICE M. WILLIS, A MARRIED WOMAN WHO ACQUIRED TITLE AS ALICE M. MATYSHAK, A WIDOW AND HAROLD L. WILLIS, HER HUSBAND, RECORDED MAY 5, 1959 AS INSTRUMENT NO. 1535, IN BOOK D -455 PAGE 928 OF OFFICIAL RECORDS. ALSO EXCEPT FROM LOT 253, ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A VERTICAL DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND WITHOUT THE RIGHT OF SURFACE ENTRY THEREOF, IN DEED RECORDED DECEMBER 22, 1977 AS INSTRUMENT NO. 77- 1411432, OFFICIAL RECORDS. ALSO EXCEPT FROM SAID LOT 321 THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER SAID LAND OR PRODUCED AND SAVED THEREFROM WITHOUT ANY RIGHTS IN AND TO THE USE OF THE SURFACE AND THE SUBSURFACE AREAS OF SAID LAND TO A DEPTH OF 500 FEET FOR ANY PURPOSE TO PRODUCE PROSPECT FOR AND DEVELOP ANY OF SUCH SUBSTANCES AND ALSO SPECIFICALLY RESERVING THE HEREIN RIGHTS OF WAY AND EASEMENTS IN AND THROUGH THE SUBSURFACE STRATA OF SAID LAND LYING BELOW A PLANE 500 FEET BELOW THE SURFACE OF SAID LAND, FOR THE PURPOSE OF DRILLING, PROSPECTING FOR AND DEVELOPING OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND UNDER, AND THE PRODUCING INTERVALS OF WHICH ARE IN LANDS OTHER THAN THE LAND ABOVE DESCRIBED AND FROM THE SURFACE OF LANDS OTHER THAN THE LAND ABOVE DESCRIBED, AS PROVIDED IN THE DEED RECORDED MARCH 10, 1974 AS INSTRUMENT NO. 11, OFFICIAL RECORDS. ALSO EXCEPT FROM LOT 133, ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER SAID LAND OR PRODUCED AND SAVED THEREFROM WITHOUT ANY RIGHTS IN THE GRANTOR TO THE USE OF THE SURFACE AND THE SUBSURFACE AREAS OF SAID LAND TO A DEPTH OF 500 FEET FOR ANY PURPOSE TO PRODUCE, PROSPECT FOR AND DEVELOP ANY OF SUCH SUBSTANCES; AND ALSO SPECIFICALLY RESERVING UNTO THE GRANTOR THEREIN, RIGHTS OF WAY AND EASEMENTS IN AND THROUGH THE SUBSURFACE STRATA OF SAID LAND LYING BELOW A PLANE 500 FEET BELOW THE SURFACE OF SAID LAND FOR THE PURPOSE OF DRILLING, PROSPECTING FOR AND DEVELOPING OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND UNDER, AND THE PRODUCING INTERVALS OF WHICH ARE IN LANDS OTHER THAN THE LAND ABOVE DESCRIBED AND FROM THE SURFACE OF LANDS OTHER THAN THE LAND ABOVE DESCRIBED, AS RESERVED BY JACKSON 0. LAW, JR., RECORDED DECEMBER 11, 1972 AS INSTRUMENT NO. 63, OFFICIAL RECORDS. ALSO EXCEPT THAT PORTION THEREOF LYING BELOW A DEPTH OF 500 FEET, MEASURED VERTICALLY, FROM THE CONTOUR OF THE SURFACE OF SAID PROPERTY HOWEVER, GRANTOR, OR ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHOSOEVER TO ENTER UPON INTO OR THROUGH THE SURFACE OF SAID PROPERTY OR ANY PART THEREOF LYING BETWEEN SAID SURFACE AND 500 FEET BELOW THE SURFACE, AS RESERVED IN DEED RECORDED DECEMBER 15, 1986 AS INSTRUMENT NO. 86- 1733235, OFFICIAL RECORDS. ALSO EXCEPT FROM LOT 312, ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS. NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBON BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR_ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN, AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED BY MARTHA L. FUHRMAN, A WIDOW, IN DEED RECORDED AUGUST 17, 1973 AS INSTRUMENT NO. 1068, OFFICIAL RECORDS. PARCEL 20: LOT 413, TRACT 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 21: LOT 449 OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78, 79 AND 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 55 FEET, MEASURED ALONG THE EASTERLY LINE OF SAID LOT. PARCEL 22: LOT 447 OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 23: THE NORTH 95 FEET OF LOT 448 OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 24: THE SOUTH 55 FEET OF LOTS 448 AND 449 OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78,-79 AND 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 25: LOTS 424 THROUGH 427 INCLUSIVE OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 26: LOT B OF TRACT 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM, THAT PORTION LYING NORTHEASTERLY OF THE NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 424 OF SAID TRACT 2551. ALSO EXCEPT THEREFROM THAT PORTION THEREOF LYING BELOW A DEPTH OF 500 FEET MEASURED VERTICALLY, FROM THE CONTOUR OF THE SURFACE OF SAID PROPERTY; HOWEVER, GRANTOR, OR ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOVER TO ENTER UPON INTO OR THROUGH THE SURFACE OF SAID PROPERTY, OR ANY PART THEREOF LYING BETWEEN SAID SURFACE AND 500 FEET BELOW SAID SURFACE, AS RESERVED BY SOUTHERN PACIFIC TRANSPORTATION COMPANY, A DELAWARE CORPORATION SUCCESSOR BY MERGER TO SOUTHERN PACIFIC COMPANY, A DELAWARE CORPORATION WHICH ACQUIRED TITLE AS PACIFIC ELECTRIC RAILWAY CO., IN DEED RECORDED DECEMBER 15, 1986 AS INSTRUMENT NO. 86- 1733235, OFFICIAL RECORDS. PARCEL 27: LOTS 434 THROUGH 439 INCLUSIVE, OF TRACT 2551, IN THE CITY OF LYNWOOD. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78, 79 AND 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF LOTS 436, 437 AND 438 OF SAID TRACT 2551 QUITCLAIMED TO THE CITY OF LYNWOOD BY DEED RECORDED FEBRUARY 27, 2007 AS INSTRUMENT NO. 07- 0424849, OF OFFICIAL RECORDS. PARCEL 28: THE EASTERLY ONE -HALF OF THAT PORTION OF PEACH STREET (VACATED) BOUNDED SOUTHERLY BY THE WESTERLY PROLONGATION OF THE SOUTHERLY LINE OF LOT 449 OF SAID TRACT NO. 2551, AND NORTHERLY BY THE ELONGATION OF THE CENTERLINE OF SANBORN AVENUE, 40 FEET WIDE; TOGETHER WITH THE SOUTHERLY HALF OF SANBORN AVENUE BOUNDED BY THE EASTERLY RIGHT OF WAY LINE OF SAID PEACH STREET AND THE ELONGATION OF THE EASTERLY LINE OF LOT 447, AS SHOWN ON TRACT 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE LOS ANGELES COUNTY RECORDER, AS VACATED BY RESOLUTION NO. 2003 -064, OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, RECORDED MAY 1, 2003 AS INSTRUMENT NO. 03- 1251383, OF OFFICIAL RECORDS. PARCEL 29: THAT PORTION OF CHESTER STREET BOUNDED BY THE EASTERLY PROPERTY LINE OF LOT 439, THE SOUTHEASTERLY EXTENSION OF THE SOUTHERLY PROPERTY LINE OF LOT 439, THE CENTERLINE OF CHESTER STREET (50 FEET WIDE), AND THE SOUTHEASTERLY EXTENSION OF THE NORTHERLY PROPERTY LINE OF LOT 439, AS SHOWN ON TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS VACATED BY RESOLUTION NO. 2003 -076, CITY COUNCIL OF THE CITY OF LYNWOOD, RECORDED MAY 29, 2003 AS INSTRUMENT NO. 03- 1533727, OF OFFICIAL RECORDS. PARCEL 30: THAT PORTION OF COURT STREET AND PLAZA STREET BOUNDED BY THE NORTHWESTERLY EXTENSION OF THE NORTHERLY RIGHT OF WAY LINE OF MULFORD AVENUE (40 FEET WIDE), THE CENTERLINE OF COURT STREET (50 FEET WIDE AND PARTIALLY VACATED) FROM MULFORD AVENUE TO THE CENTERLINE OF PLAZA STREET (40 FEET WIDE AND PARTIALLY VACATED), THE CENTERLINE OF PLAZA STREET FROM COURT STREET TO THE SOUTHWESTERLY EXTENSION OF THE SOUTHERLY PROPERTY LINE OF LOT 337, THE EASTERLY PROPERTY LINE OF 413, AND THE WESTERLY PROPERTY LINE OF LOT 413, AS SHOWN ON TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS VACATED BY RESOLUTION NO. 2003 -076, CITY COUNCIL, CITY OF LYNWOOD, RECORDED MAY 29, 2003 AS INSTRUMENT NO. 03- 1533727, OF OFFICIAL RECORDS. PARCEL 31: THAT PORTION OF FERNWOOD AVENUE, AS DEDICATED BY THE MAP OF MODJESKA TRACT, IN THE CITY LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 142 AND 143 OF MAPS, AND TRACT NO. 2551, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, VACATED BY RESOLUTION NO. 2002.050, RECORDED APRIL 30, 2002 AS INSTRUMENT NO. 02- 995125 OF OFFICIAL RECORDS, THAT WOULD PASS WITH A LEGAL CONVEYANCE OF PARCELS 26, 27 AND 32 SHOWN HEREIN. PARCEL 32: THAT PORTION OF CHESTER STREET, 50 FEET WIDE, AS DEDICATED BY THE MAP OF TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78, 79 AND 80 OF MAPS, AS VACATED BY RESOLUTION NO. 2003.180, RECORDED OCTOBER 6, 2003 AS INSTRUMENT NO. 03- 2974163 OF OFFICIAL RECORDS, SAID CHESTER DESCRIBED ON SAID VACATION AS BEING BOUNDED BY THE SOUTHEASTERLY EXTENSION OF THE SOUTHERLY PROPERTY LINE OF LOT 439 AND THE NORTHERLY RIGHT OF WAY LINE OF FERNWOOD AVENUE (VACATED), AS SHOWN ON TRACT NO. 2551, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 24 PAGES 78 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION THEREOF THAT WOULD PASS WITH A LEGAL CONVEYANCE OF LOT 453 OF SAID TRACT NO. 2551. SAID PARCELS 1 THROUGH 32 INCLUSIVE ARE ALSO KNOWN AS PARCELS 1 THROUGH 5 INCLUSIVE OF PARCEL MAP NO. 26625, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 356 PAGES 38 TO 69 INCLUSIVE OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 33: A NON - EXCLUSIVE RECIPROCAL ACCESS INGRESS AND EGRESS EASEMENT, SUBJECT TO ALL THE TERMS, PROVISIONS, AND CONDITIONS THEREIN CONTAINED, IN THAT CERTAIN EASEMENT AGREEMENT RECORDED AUGUST 22, 1991 AS INSTRUMENT NO. 91- 1323309, OF OFFICIAL RECORDS. ATTACHMENT NO. 3 PLAZA MEXICO RESIDENTIAL OPA SCHEDULE OF PERFORMANCE It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. {01037527} {01037527} {01037527} nTTnclrrTP o.i 01095/0026 \151843.01 Item To Be Performed Time For Performance 1. Participant to deliver signed OPA for Prior to approval consideration by City and approval consideration by the City and Authority at a public meeting. Authority. 2. City and Authority approval After delivery of the Participant- signed OPA consideration of OPA a public meeting. 3. Participant to deliver the Deposit to the Within five (5) business days following City Authority. and Authority approval. 4. City and Authority to sign and provide a Within five (5) business days of receipt of fully- executed copy of the OPA to the the Deposit by the Authority. Participant. 5. Participant shall submit construction Within 9 months after Effective Date. drawings to the City and/or Authority for review and approval. 6. City and/or Authority shall provide Within 45 days after submission. detailed comments on construction drawings. 7. Participant shall commence construction. Within 12 months after Effective Date or within 3 months after issuance of building permit, whichever occurs last 8. Participant shall complete construction. Within 36 months after Effective Date or within 24 months after commencement of construction, whichever occurs last, subject to a one -time right of Participant to extend for 6 months 9. City and Authority shall issue a Release Within 30 days following Participant's of Construction Covenants. request and satisfaction of conditions in the OPA which would cause the City and the Authority to issue the Release of Construction Covenants It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. {01037527} {01037527} {01037527} nTTnclrrTP o.i 01095/0026 \151843.01 The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Participant and Authority. A failure by either party to enforce a breach of any particular time provision shall not be construed as a waiver of any other time provision. The Authority Executive Director shall have the authority to approve extensions of time, in his sole and absolute discretion, without Authority Board action not to exceed a cumulative total of 180 days for each performance date. The Authority Executive Director reserves the right to defer this discretion to the governing board of the Authority should the Authority Executive Director believe the matter should be considered by the governing board of the Authority. {01037527} {010375271 {01037527} ATTACHMENT 3 o Page 2 of 2 01095/0026 \151843.01 ATTACHMENT NO.4 PLAZA MEXICO OPA SCOPE OF DEVELOPMENT The Project is located in Lynwood, California and shall be developed on the Site, a portion of which is owned by 3000 E. Imperial Highway, LLC and referred to and legally described in Attachment No. 2 (Legal Description of the Site) of the OPA as "Parcel A" and shown on Attachment No. 4 -A (the "Expansion Area ") and the other portion of which is the existing Plaza Mexico project owned by Plamex Investments, LLC and referred to and legally described in Attachment No. 2 (Legal Description of the Site) of the OPA as "Parcel B," and also shown on Attachment No. 4 -A ( "Plaza Mexico'). The Project will be developed on approximately 30.61 acres and will consist of the following uses: (i) Up to a maximum of Five Hundred Fifty Two (552) residential units in three residential buildings on Parcel A and at least Eight Hundred Twenty Eight (828) parking stalls thereon to serve the residential uses; and (ii) Pedestrian circulation improvements (including a pedestrian connection between the Expansion Area [Parcel A] and Plaza Mexico [Parcel B]) and building fagade improvements to Plaza Mexico on Parcel B to enhance the residential uses. All such improvements constructed for such uses shall be developed in accordance with and subject to all building, zoning, and all other City, County of Los Angeles, and State of California regulations applicable to the Project. ATTACHMENT NO.4 101037527} {01037527} {010375271 Page 01095/0026 \151843.01 r. PROJECT TOTAL IMPERIAL HWY Rl + R2 500 UNITS 837 PARKING SPACES R3 54 UNITS 98 PARKING SPACES j, A�A111�11 TOTAL UNITS TOTAL &A GFA F 285,080 164,675 57,153 506,908 T ITT"", " A 1=1 1 BDRI 1 BATH 106 59 110— AlARTIAC14T 2 BDR/ 2 BATH rql �0 PARKINGtl 112 24 PARKINC, ("'e sj;,H,K[tlG (Tfpc q 14 7 12 6 I'FAAKI NV (TYPE � I TOTAL UNITS 322 179 54 PROJECT PROGRAM SECTION PROJECT PARTIAL PLAN I 359,240 APT. R3 TOTAL UNITS TOTAL &A GFA 285,080 164,675 57,153 506,908 1 BDRI 1 BATH 106 59 is 183 2 BDR/ 2 BATH 202 112 24 338 313DR/ 2 BATH 14 7 12 33 TOTAL UNITS 322 179 54 554 REQUIRED JERDE PROVIDED (NOTE: TANDEM PARKING PARKING AREA PROVIDED (400 SQFT/TANDEM AT ALL ZBDR/ 2 BATH AND TOTAL UNITS PARKING RATIO PARKING SPACES PARKING 300 SOFT) PARKING SPACES BY DESIGN 313DR/ 2 BATH UNITS) R1+R2 R3 R1 -R2 R3 I BDR/ 1 BATH 11 1.5 248 27 109,800 202 27 211DR/ 2 BATH 138 2 628 4B 202,800 576 48 3BDR /2 BATH 33 2 42 24 19,800 2 23 T.O.D, REDUCTION -0.15 -138 -14.85 780 84 332,400 780 98 SUBTOTAL 864 878 PER PROPOSED PLAN AREA I 359,240 ATTACHMENT NO. 5 PLAZA MEXICO OPA RELEASE OF CONSTRUCTION COVENANTS WHEREAS, by that certain Owner Participation Agreement ( "Agreement "), dated February _, 2016, by and between the LYNWOOD HOUSING AUTHORITY ( "Authority ") and CITY OF LYNWOOD ( "City "), on the one hand, and 3000 E. Imperial, LLC, a California limited liability company, and Plamex Investment, Inc. ( "Participant "), Participant has agreed to develop and construct certain improvements on the Site (as such term is defined in the Agreement and described on Exhibit `A' hereto); and WHEREAS, the Agreement provides for City and Authority to furnish Participant with a Release of Construction Covenants upon completion of construction and development of such improvements, which release is to be in such form as to permit it to be recorded in the Official Records of the County Recorder of the County of Los Angeles, California; and WHEREAS, this Release of Construction Covenants shall constitute a conclusive determination by City and Authority of the satisfactory completion by Participant of the construction and development required by the Agreement and of Participant's full compliance with the terms of the Agreement with respect to such construction and development; and WHEREAS, City and Authority have conclusively determined that the construction and development of improvements on the Site has been satisfactorily completed by Participant in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement. 2. This Release of Construction Covenants shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Participant, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. 3. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of a mortgage or any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. 4. This Release of Construction Covenants is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any. other provisions of the documents incorporated therein. { 01037527} {01037527 } (01037527)iRv9701v8 -1- IN WITNESS WHEREOF, the City and the Authority have executed this Release of Construction Covenants this day of , CITY OF LYNWOOD Lm ATTEST: City Clerk APPROVED AS TO FORM: Counsel for City Mayor LYNWOOD HOUSING AUTHORITY ATTEST: Authority Secretary APPROVED AS TO FORM: Counsel for Authority Chairperson {01037527} {01037527} {01037527} ATTACHMENT e o 5 Page 2 of 2 01095/0026 \151843.01 \� �?/ � ~ �® � �± 2, ^� � ` � J: �/ � % _ / �� :� \�� l r f i. J � s I -1 f' Q Y ,� :• . -Y V _ i'_"_'� tea.. � r. s r _ a h Aly' T sS,RESP Nil ,.P, A, a �e r•` 4 1 s , w c �r f � /v -s i 1 *i IT g '1 tin r � z z h Aly' T sS,RESP Nil ,.P, A, a �e r•` 4 1 s , w c �r f � /v -s i 1 *i tin r � 0 r v n kt Nk h Aly' T sS,RESP Nil ,.P, A, a �e r•` 4 1 s , w c �r f � /v -s s. > i4w. CI 4r kic, ��r Al Sle IXF IR r RESIDENTIAL ON IMPERIAL HWY CITY OF LYNWOOD COUNCIL MEETING /�,1 PUBLIC COMMENT SIGN -IN SHEET p �'JVDC �o MEETING DATE: ALL WISHING TO SPEAK ON AGENDA ITEMS MUST SIGN -IN BELOW: PLEASE PRINT CLEARLY: NAME Of- ADDRESS l l U r I GamO 'CJ AGENDA ITEM # Xe V er a/Adlcs q5)n/_)06 n- ADDRESS AGENDA ITEM # NAME d` / � rU � ✓Zs ADDRESS �l3 AGENDA ITEM # - NAME J ADDRESS C�- .0 --��. •�� . AGENDA ITEM # NAME 01/01 ADDRESS AGENDA ITEM # NAME V/ •� � ����,�� ADDRESS AGENDA ITEM # NOTE: This form is a public record and may be released upon request.