Loading...
HomeMy Public PortalAboutA 2016-06-07 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 (310) 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. OPENING CEREMONIES CALL TO ORDER 2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK 3. ROLL CALL OF COUNCIL MEMBERS Salvador Alatorre Maria T. Santillan -Beas Jose Luis Solache Aide Castro Edwin Hernandez 4. PLEDGE OF ALLEGIANCE 5. INVOCATION AGENDA ITEMS ON FILE FOR CONSIDERATION AT THE REGULAR MEETING OF THE LYNWOOD CITY COUNCIL IL ' /�-f/(/]- Don TO BE HELD ON IKREC EI`V'E® JUNE 7, 2016 JUN 0 2 2016 COUNCIL CHAMBERS CITY OF LYNWOOD 11330 BULLIS ROAD, LYNWOOD, CA 90262 PITY CLERKS OFFS;F_ 6:00 P.M. EDWIN HERNANDEZ MAYOR AIDE CASTRO SALVADOR ALATORRE MAYOR PRO -TEM COUNCILMEMBER MARIA TERESA SANTILLAN -BEGS JOSE LUIS SOLACHE COUNCILMEMBER COUNCILMEMBER CITY MANAGER CITY ATTORNEY J. ARNOLDO BELTRAN DAVID A. GARCIA CITY CLERK CITY TREASURER MARIA QUINONEZ GABRIELA CAMACHO OPENING CEREMONIES CALL TO ORDER 2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK 3. ROLL CALL OF COUNCIL MEMBERS Salvador Alatorre Maria T. Santillan -Beas Jose Luis Solache Aide Castro Edwin Hernandez 4. PLEDGE OF ALLEGIANCE 5. INVOCATION 6. PRESENTATIONS /PROCLAMATIONS • Business of the Month • Sheriff Captain Carter— Update on Law Enforcement Issues • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)). COUNCIL RECESS TO: • CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY 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. EXXONMOBIL OIL CORPORATION ORDINANCE NO. 1600 o�ZiTii W On March 18, 2008, the City of Lynwood adopted Franchise Ordinance No. 1600 thereby granting a nonexclusive franchise to ExxonMobil Oil Corporation to operate and maintain a pipeline for the transfer of oil and gas under certain public right -of -ways. ExxonMobil Oil Corporation recently entered in a Purchase and Sale Agreement with BF Energy to purchase the assets covered by the Franchise. In accordance with Section 13 of the Franchise Ordinance 1600, ExxonMobil is requesting that the City provide support for the approval of the transfer from ExxonMobil to BF Energy by City Council consent. (DCE) Recommendation: It is recommended that the City Council adopt the attached resolution conditionally transferring Ordinance No. 1600 to PBF Holding Company LLC. 9. MUNICIPAL CODE AMENDMENT AMENDING CHAPTER 13 -7 OF THE CITY OF LYNWOOD MUNICIPAL CODE (VENDING, PEDDLING, SELLING AND /OR SOLICITING ON PUBLIC STREETS, SIDEWALKS, PARK, PARKWAYS, MEDIANS, LANDS OR PROPERTIES UNDER THE CONTROL OF THE CITY) Comments On June 21, 2011, the City of Lynwood adopted Ordinance No. 1641 thereby implementing procedures to govern the imposition, enforcement, collection and review of an administrative fine or penalties on ice cream truck vendors illegally operating within the City limits. The proposed Ordinance proposes to amend Chapter 13 -7, Section 13 -7.2b of the City of Lynwood Municipal Code to eliminate the requirement of obtaining an approved special permit from the Department of Development, Compliance & Enforcement Services to operate between the hours of 9:00 a.m. and 8:00 p.m. from the annual observance of daylight savings time until the annual observance of the Labor Day holiday. (DCE) Recommendation: Introduce Ordinance No. 1681 thereby eliminating the requirement to obtain an approved special permit from the Department of Development, Compliance & Enforcement Services to operate between the hours of 9:00 a.m. and 8:00 p.m. from the annual observance of daylight savings time until the annual observance of the Labor Day holiday and explicitly limiting one vehicle to each licensed operator. 10. MUNICIPAL CODE AMENDMENT TO AMEND CHAPTER 3, SECTION 13.3 OF THE CITY OF LYNWOOD MUNICIPAL CODE (PUBLIC NUISANCES) BY DELETING SECTION 3 -13AD AND ADDING SECTION 3 -13.13 (EMERGENCY ACTION TO ABATE AN IMMINENT HAZARD) Comments On July 18, 1989, the City of Lynwood adopted Ordinance No. 1329 thereby implementing procedures to determine and declare the existence of a public nuisance and have the authority to provide for the abatement of same. (DCE) Recommendation: Introduce Ordinance No. 1682 thereby implementing new procedures for emergency abatement procedures when it is determined that a public nuisance exists and that such public nuisance constitutes an immediate threat, hazard or danger to persons or property and optional procedures for recovering costs to abate a public nuisance. 11. MUNICIPAL CODE AMENDMENT TO AMEND CHAPTER 4, ARTICLE 2, OF THE CITY OF LYNWOOD MUNICIPAL CODE (SPECIAL PERMITS FOR REGULATORY PURPOSES) Comments: On October 19, 2010, the County of Los Angeles adopted Ordinance No. 2010 -0045 thereby authorizing the LA County Health Officer to issue a letter grade card to "mobile food facilities' and to immediately close any food facility if the letter grade card is lower than a "C' grade. Ordinance No.2010 -0045 also requires that each mobile food facility undergo an annual certification inspection from the County Health Officer. The proposed Ordinance is to amend Chapter4, Article 2, of the City of Lynwood Municipal Code by adding Section 4 -8.11 to adopt Los Angeles County Ordinance 2010 -0045 in its entirety. (DCE) Recommendation Introduce Ordinance No. 1683 thereby adding Section 4 -8.11 to the Lynwood Municipal Code to adopt Los Angeles County Ordinance No. 2010 -0045 in its entirety, thereby authorizing the Los Angeles County Health Officer to issue a letter grade card to "mobile food facilities" and to immediately close any food facility if the letter grade card is lower than a "C" grade. 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. 12. MINUTES FROM PREVIOUS MEETINGS: Special Meeting — February 23, 2016 Regular Meeting —April 19, 2016 Regular Meeting — May 3, 2016 Regular Meeting — May 17, 2016 13. APPROVAL OF THE WARRANT REGISTER Comments: City of Lynwood warrant register dated June 7, 2016 for FY 2015 -2016. (FIN) Recommendation: Staff recommends that the City Council approve the warrant register. 14. CAL -CARD PURCHASE SUMMARY — JANUARY 2016 THROUGH MARCH 2016 BILLING STATEMENTS Comments The City of Lynwood uses the State of California Cal -Card Purchase Card Program. The cards are issued through U.S. Bank and are used as an alternative way to purchase goods. The Cal -Card Purchase Card Program offers cash rebate opportunities and security measures by blocking certain Merchant Category codes. Some of the high risk codes include convenience checks, bond payments, and wire transfers /money orders. (FIN) Recommendation: Staff recommends that the City Council receive and file this report. 15. AMERICAN TOWER LEASE AMENDMENT - 5107 JOSEPHINE ST Comments On August 5, 2008 a resolution was adopted by the City Council approving an agreement with Verizon Wireless for the construction of a permanent facility at Ham Park. The wireless facility consists of four (4) panel antennas, three (3) sectors, and a total of (12) antennae. A 76 foot high mono -pine is installed that camouflages as a pine tree. The site is protected by a twelve (12) foot high wrought iron fence and steel mesh decking lids and 16" by 16" block pilasters with anti - graffiti painting. The City General fund receives annual rent in the amount of $29,974.98 with a yearly increase of three percent (3 %) unless such escalations are less than the Consumer Price Index. American Tower and Verizon entered into a management agreement and a master prepaid lease on March 27, 2015. This resulted in American Tower subleasing, managing, operating and maintaining, as applicable, the lease premises. The Department of Development, Compliance and Enforcement Services was contacted by American Tower who is now managing the Verizon Wireless Facility. The current lease agreement will expire in 2024. American Tower is undergoing the process of marketing the facility in efforts to bring in additional tenants by way of amending or extending their lease. (DCE) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD. AUTHORIZING THE MAYOR TO EXTEND THE LAND LEASE AGREEMENT THROUGH AUGUST 31, 2054 WITH AMERICAN TOWER TO MANAGE THE VERIZON WIRELESS FACILITY AT 5107 JOSEPHINE STREET IN THE CITY OF LYNWOOD." 16. APPROVE THE TRANSIT ADVERTISING PURCHASING AGREEMENT BETWEEN THE CITY OF LYNWOOD AND L.A. CARE Comments L.A. Care Health Plan, (L.A. Care) whose official name is "The Local Initiative Health Authority for Los Angeles County ", will be celebrating its 19th anniversary in 2016. L.A. Care Health Plan is an independent local public agency created by the State of California to provide health coverage to low- income Los Angeles County residents. With more than 2 million members in five (5) product lines, L.A. Care is the Nation's largest publicly operated health plan. In late 2015, L.A. Care approached the City to inquire about the possibility of placing advertisements on the Lynwood Trolley and the Lynwood Breeze. A sample ad has been attached. Prior to entering into any further discussions, City officials conferred and obtained the concurrence from MV Transportation to move forward with the agreement. L.A. Care has agreed to print, install, and uninstall all advertising related to this project. L.A. Care will print the advertising according to size and quality specifications provided by the City. The City will work with L.A. Care to ensure that they have access to the vehicles for installation and removal of the ads. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING THE TRANSIT ADVERTISING PURCHASING AGREEMENT BETWEEN L.A. CARE AND THE CITY OF LYNWOOD". 17. REQUEST FOR PROPOSAL FOR AMERICANS WITH DISABILITIES ACT (ADA) SELF - EVALUATION AND TRANSITION PLAN Comments: The Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101 et seq.) extends to the individuals with disabilities comprehensive civil rights protections similar to those provided to the persons on the basis of race, sex, national origin, and religion under the Civil Rights Act of 1964. Title 11 of the ADA, which became effective on January 26, 1992, prohibits discrimination on the basis of disability in services, programs and activities provided by State and local government entities. Section 202 of the ADA extends the nondiscrimination policy of section 504 of the Rehabilitation Act of 1973, as amended, (29 U.S.C. 794) which prohibits discrimination on the basis of disability in federally assisted programs and activities to all State and local governmental entities whether or not such entities receive Federal funds. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE A REQUEST FOR PROPOSALS FROM QUALIFIED PROFESSIONAL CALIFORNIA ACCESS SPECIALIST (GASP) CERTIFIED FIRMS TO UPDATE AND RE- STATE THE CITY'S ADA SELF - EVALUATION AND TRANSITION PLAN." 18. APPROVAL OF CONTRACT CHANGE ORDER FOR THE FERNWOOD AVENUE & BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT, PROJECT NO. 4011.67.988 Comments: On March 1, 2016, the City Council awarded a contract to Elecnor Belco Electric, Inc. for construction of the Fernwood Avenue & Bullis Road Traffic Signal Improvement Project, Project No. 4011.67.988 in the amount of $173,124 through the Piggybacking process from Los Angeles County. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT CHANGE ORDER NO. 1, IN THE AMOUNT OF $54,794 BETWEEN THE CITY AND ELECNOR BELCO ELECTRIC, INC. FOR THE FERNWOOD AVENUE AND BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT, PROJECT NO. 4011.67.988, AUTHORIZING THE MAYOR TO SIGN THE CONTRACT CHANGE ORDER AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $60,000 FROM THE UNAPPROPRIATED PROP. C FUND TO FERNWOOD AVENUE & BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT ". 19. CONSTRUCTION CONTRACTAWARD- REDWOOD AVENUE AND WALNUTAVENUE, STREET IMPROVEMENT PROJECT, PROJECT NO. 4011.68.017 Comments: Redwood Avenue, from State Street to Peach Street, and Walnut Avenue, from Birch Street to Bullis Road, Street Improvement Project is listed in the FY 2015 -16 Capital Improvement Program. The Notice Inviting Bids for the construction of the project was advertised on April 28, 2016 in the Lynwood Press Wave, Bid America and on the City's web site On May 16, 2016, six (6) construction bids were received. Copp Contracting, Inc. was the apparent lowest responsible bidder based on its low base bid of $410,458.50. A reference check of previous performance reveals that this contractor has the necessary experience for this type of project. The Notice Inviting Bids for the project was advertised on April 21, 2016 in the Lynwood Press Wave, Bid America, Dodge Data and on the City's web site. The bid opening took place in the office of the City Clerk on at 2:00 P.M. (Pacific Time) on May 16, 2016. (PW) Recommendation Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO COPP CONTRACTING, INC. FOR THE REDWOOD AVENUE FROM STATE STREET TO PEACH STREET AND WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD, STREET IMPROVEMENT PROJECT; PROJECT NUMBER 4011.68.017; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $239,000 FROM THE UNAPPROPRIATED CDBG FUND ". 20. CONTRACT AWARD AND FUND APPROPRIATION FOR ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY Comments Per California Vehicle Code sections 627, 22357, 22358 and 40802, an Engineering and Traffic Study or Speed Zone Study is required every 5 years in order to set and enforce speed limits by radar or other electronic devices. The last Speed Zone Study was conducted in 2002, which expired in year 2007. On April 19, 2016, the City Council authorized a Request for Proposals (RFP) for engineering and traffic study/ Speed Zone Study from qualified traffic engineering firms. (PW) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO WILLDAN IN THE AMOUNT OF $10,808 FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND APPROPRIATING $20,000 FROM THE UNAPPROPRIATED PROP. C FUND FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY PROJECT'. 21. APPROVAL OF APPROPRIATION FOR THE PURCHASE OF TECHNOLOGICAL COMPONENTS AND FURNISHINGS AT YVONNE BURKE -JOHN D. HAM PARK COMMUNITY CENTER Comments 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 achieve a LEED Silver certification. Recreation and Community Services has provided their list of furniture needs, audio visuals, and other technological needs for the facility. (REC /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 APPROPRIATION OF $112,017 FOR THE TECHNOLOGICAL COMPONENTS AND FURNISHINGS AT THE YVONNE BURKE -JOHN D. HAM PARK COMMUNITY CENTER AND APPROVING STAFF TO PURCHASE THE ITEMS BY WAY OF AN INFORMAL BID PROCESS THROUGH A 4 /5TH VOTE OF THE CITY COUNCIL." NEW /OLD BUSINESS 22. RESOLUTIONS OF THE CITY COUNCIL OF THE CITY OF LYNWOOD DECLARING A STATE OF FISCAL EMERGENCY AND PLACING A PENNY BALLOT INITIATIVE BEFORE THE VOTERS OF THE CITY OF LYNWOOD Comments: On July 7, 2015, the City Council adopted the FY 2015 -16 Citywide Budget (Resolution No. 2015 -108). The FY 2015 -16 General Fund Budget included expenditures in the amount of $27.9 million offset by $27.5 million in projected revenues and $0.4 million in reserves. Based on the projected revenues and proposed expenditures, it was anticipated that the General Fund will end FY 16 with $2.86 million in reserves. Based on the City's minimum reserve level policy [10% of the City's Operating Budget), which is $2.8 million for FY 16, no additional reserves are available for use. In order to contend with unavoidable operational increases, the City Council is now considering a sales tax increase to support increased operations costs and avoid large - scale cuts to vital services we provide to our community in future fiscal years. This is the only real viable option to deal with projected deficits and still provide quality service levels. Without a new, guaranteed source of revenue for the General Fund, future cuts to essential City services will be made. (CM) Recommendation: Staff recommends that the City Council adopt the attached resolutions entitled: • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD UNANIMOUSLY DECLARING A FISCAL EMERGENCY IN THE CITY OF LYNWOOD • AN ORDINANCE OF THE PEOPLE OF THE CITY OF LYNWOOD, CALIFORNIA, ENACTING A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD (1) CALLING AN ELECTION TO ASK THE VOTERS TO APPROVE THE PENNY BALLOT INITIATIVE (GENERAL TRANSACTIONS AND USE TAX OF ONE CENT); (2) APPROVING THE FORM OF THE ORDINANCE TO BE SUBMITTED TO THE VOTERS (3) CONSOLIDATING THE ELECTION WITH THE COUNTY ELECTION (4) AND SETTING THE TIME AND MANNER FOR SUBMITTAL OF ARGUMENTS AND REBUTTALS 23. MUNI -TEMPS CONTRACT AMENDMENT Comments On January 5, 2016 the City Council authorized the Mayor to execute an agreement with Muni -Temps for temporary staffing services for a not -to- exceed amount of $60,800 to fill the position of Planning Manager in the Department of Development, Compliance & Enforcement Services. This was to provide temporary staffing for Planning Manager until the City could complete a recruitment to fill the position permanently. Recruitment for the Planning Manager has been completed and the position was permanently filled on May 24, 2016. The contract amount was based on temporary staffing services from December 15, 2015 through April 30, 2016. Based on actual hours through April 14, 2016, the City incurred a total expense of $59,660. For services from April 15, 2016 through May 23, 2016, a contract amendment in the amount $21,660 is needed. This would increase the not -to- exceed amount of $60,800 to $82,460. The contract amendment is primarily due to the fact the recruitment process took longer than expected. No additional appropriation of funds is needed to cover the amended amount. Funding is available within the remaining Development, Compliance, & Enforcement Services budget. (DCE) Recommendation: Staff recommends that the City Council to adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH MUNI -TEMPS FOR TEMPORARY STAFFING SERVICES FOR A NOT -TO- EXCEED AMOUNT OF $82,460 ". 24. 3320 SANBORN AVENUE, ASSESSOR'S PARCEL NO. 6173 - 003 -901 The City currently owns a 15,210 square foot piece of property located at 3320 Sanborn Avenue. The property is currently utilized as a public parking lot within thirty -two (32) striped vehicle spaces on 9,600 square feet with the remaining 5,610 square feet dedicated to landscaping. (DCE) Recommendation: Staff recommends that the City Council provide its input and direction on the usage and restrictions for the City owned parking lot located at 3320 Sanborn Avenue. CLOSED SESSION 25. CLOSED SESSION ITEMS A. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54957.6: CONFERENCE WITH LABOR NEGOTIATORS Agency Designated Representatives: Haydee M. Sainz, Director of Human Resources and Risk Management Employee Organization: LEA/AFSCME Loca11920 LEMG (Lynwood Employees Management Group) B. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.9: CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9: Number of Cases: One ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON JUNE 21, 2016 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE CITY HALL, 11330 BULLIS ROAD, CITY OF LYNWOOD, CALIFORNIA. 10 Op Ly�,k yt PO ;` DATE: TO: APPROVED BY: AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager PREPARED BY: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services 412-' Mike Poland, Planning Manager SUBJECT: ExxonMobil Oil Corporation Ordinance No. 1600 Recommendation: It is recommended that the City Council adopt the attached resolution conditionally transferring Ordinance No. 1600 to PBF Holding Company LLC. Background: At the May 17, 2016 City Council meeting, Council Member Alatorre requested additional information on the transfer of the City's Franchise Agreement with ExxonMobil to PBF Holding Company LLC. Council Member Alatorre also requested information pertaining to the existing pipeline possibly conflicting with future public improvements, potential future development improvements, possible damage caused by defective facilities, and a possible increase in the amount of compensation that the City receives annually. Discussion & Analysis: Conflict with Potential Future Public Improvements The first concern brought to staff's attention was concerning the measures that would be taken in case a relocation (temporary or permanently) of the existing pipeline would be necessary for either maintenance or relocation purposes in connection with any future City work or improvements. ExxonMobil Transfer Ordinance CC Agenda Staff Report Page 1 June 7, 201 3ENDA ITEM Section 17 and Section 18 of the adopted Ordinance it states the following: Section 17. Conflicting Improvements If the City or any other authorized public entity constructs or maintains any storm drain, sewer structure, or other facility of improvement under or across any Facility of the Franchise which is maintained in accordance with this Ordinance, the Franchisee must provide, at no expense to the City or public entity, such support as is reasonably required for the support, maintenance and protection of that facility or improvement. Section 18. Relocation In connection with any City work or improvement specified in Section 35 (see below) of this Ordinance, if the Franchisee, after reasonable notice, fails or refuses to relocate, permanently or temporarily, its Facilities that are located in, on, upon, along, under, over, across, or above any street, or to pave, surface, grade, repave, resurface, or regrade a street as required under any provision of the Franchise, then the City may cause that work to be done. The City must keep an itemized account of the entire cost of that work, and the franchisee must reimburse the City for that cost within thirty (30) days after its receipt of an itemized account of that cost. The Franchisee is obligated to indemnify, defend, and hold harmless the City, its officers, agent, and employees, in accord with Section 16 (see below) of this Ordinance, from any liability which arises or is claimed to arise from the moving, cutting, or alteration of any of the Franchisee's Facilities, or the turning on or off of water, oil, or other liquid, or of gas or electricity. Section 35. Ordinary Repair The Franchisee may excavate in the street for pipeline repair for the number of days agreed upon by the Franchisee and the Department. Before any work is to be done, the Franchisee must first obtain an excavation permit from the Department to undertake that work. Note: In accordance with Section 2d of the Ordinance the term Department is defined as "the Department of Public Works of the City of Lynwood ". Section 16. Indemnification and Release of Liability The Franchisee shall indemnify, defend, and hold harmless the City, its officers, agent, and employees, from and against all damages and liability arising from the use, operation, or possession of the Franchise, and from the use, operation, and maintenance of all Facilities erected, constructed, laid, operated or maintained under the Franchise. ExaonMobil Transfer Ordinance Page 2 June 7, 2016 CC Agenda Staff Report The Franchise will not be liable to the City for any damages resulting from or arising out of the negligent or willful acts, errors, or emissions of the City, its employees and /or authorized representatives. Summary Thus, under the above Franchise Ordinance, any potential future public improvements (temporary or permanent) that may conflict with the location of the existing pipeline will be completed at no cost to the City and is required to be agreed upon by the Franchisee and the Department prior to work commencing. Also, in accordance with the Ordinance, the Franchisee is obligated to indemnify, defend, and hold harmless the City, its officers, agent, and employees, from any liability which arises or is claimed to arise from said work. Conflict with Potential Future Development Improvements The existing 12 -inch pipeline commences at the southerly boundary of the City at a point 225.12 feet northerly of Dixon Avenue and runs continually north underneath Alameda Street to the northerly boundary of the City of Lynwood. The total length of the existing pipeline through the City of Lynwood is 6,525.13 feet; more or less 1.24 miles. Its exact running location underneath Alameda Street is 9 feet, 3 inches, westerly of the centerline of Alameda Street. Alameda Street is a public right -of -way and thus is restricted to public use only. A "right -of -way" (ROW) is defined as a strip of land reserved for linear transit element (i.e. roads, railroads, fixed -route mass transit or bikeways) or utility elements (i.e. high— tension lines, gas and oil pipelines and sewer lines). In accordance with Lynwood Municipal Code, Section 13 -10.1 states that "No person shall commence any work or place any obstruction in or upon any public street, including parkways and sidewalks, unless a special permit therefore has been obtained from the City Engineer'. This prohibition does not apply to public agencies or public utilities when repairs must be made to failed conduits or when a new service connection, which could not have been anticipated, must be made. Summary No development improvements are permitted in the public right -of -way without a special permit having been obtained from the City Engineer. Damage Caused by Defective Facilities Prior to the initial installation of the pipeline, ExxonMobil received an excavation permit that was reviewed and approved by the Los Angeles County Fire Department — Petrochemical Unit and State Fire Marshal. These approvals were based on a determination that no undue fire hazard will threaten life or property in any areas of the City and the pipeline was designed to accommodate the passage of instrumented inspection devices, and has leak mitigation and EmonMobil Transfer Ordinance Page 3 June 7, 2016 CC Agenda Staff Report emergency response plans and equipment as required by the State Fire Marshal, as provided for in Section 51013(b) of the California Government Code. Section 51013(b) of the California Government Code states that "Any new pipeline on which construction begins after January 1, 1990, shall be designed to accommodate the passage of instrumented internal inspection devices, and shall have leak mitigation and emergency response plans and equipment as the State Fire Marshal may require. Any repairs to existing pipelines which can accommodate instrumented internal inspection devices shall be done in a manner not to interfere with the passage of these devices ". Additionally, the Franchisee is required to meet with the Los Angeles County Fire Department — Petrochemical Unit, at least once each calendar year to discuss and review contingency plans for pipeline emergencies. Summary The pipeline is designed to accommodate the passage of instrumented internal inspection devices for leak detection and an emergency response plan has been reviewed, approved and is on file with the State Fire Marshall and the Los Angeles County Fire Department — Petrochemical Unit. Compensation The City Council is asking whether the City can negotiate any extra "compensation" from Exxon before it approves the transfer of its Oil Pipeline Franchise. The Franchise was awarded to Exxon under the attached Ordinance No. 1600. Section 13 of the Ordinance addresses "Assignment' of the Franchise. It states as follows: "Section 13. Assignment The Franchisee (Exxon) may not transfer or assign the Franchise or any part of it, except with, the consent of the Council. A transfer or assignment may be made only after filing with the Council a copy of the executed instrument of transfer or assignment and a written request for the consent of the Council to that transfer or assignment. If that executed instrument and written request are not filed with the Council within thirty (30) days prior to the effective date of the proposed transfer or assignment, then the Franchise is subject to forfeiture and the Council may, without notice, adopt an ordinance repealing this Ordinance. In consenting to the proposed transfer or assignment, the Council may, by ordinance, impose any additional terms and conditions upon the Franchise, and upon the transferee or assignee, which the Council deems to be in the public interest. The Franchise has no right to transfer or assign the Franchise, in whole or in part, except in the E=nMobil Transfer Ordinance Page 4 June 7, 2016 CC Agenda Staff Report manner specified by this Section. This Section applies to any assignment, whether by operation of law, by voluntary act of the Franchisee, or otherwise." From Section 13 above. the City cannot negotiate any extra compensation from Exxon prior to the transfer of its Oil Pipeline Franchise. Nonetheless, the City Council can, as a condition, approve the transfer, by ordinance, negotiate new terms and impose them upon the transferee including a new pipeline fee amount. As Section 13 states: "In consenting to the proposed transfer or assignment, the Council may, by ordinance, impose any additional terms and conditions upon the Franchise, and upon the transferee or assignee, which the Council deems to be in the public interest. The Franchise has no right to transfer or assign the Franchise, in whole or in part, except in the manner specified by this Section." In 2008 when the City Council adopted Ordinance No. 1600, the City received, for calendar year 2008, a "Base Granting Fee (BGF)" of $11,211.48 plus the a "Base Franchise Fee (BFF)" in the amount of $14,341.04, for a total of $25,552.52. Beginning with the effective date of Ordinance No. 1600 in 2008, the City annually receives the Base Franchise Fee of $14,341.04 plus an additional amount based on the added Consumer Price Index (CPI). The Base Franchise Fee is payable semi - annually during the fifteen (15) year term of the franchise, at the end of each "franchise payment period ", including the year of granting the franchise. The Base Franchise Fee for calendar year 2016 is anticipated to be approximately $16,000 plus an additional amount based on the added Consumer Price Index (CPI). Summary Thus, under the above Franchise Ordinance the City Council can't impose any additional compensation on Exxon for the transfer. Nonetheless, it can under Section 13 "impose" new terms and conditions from the Franchise transferee as a condition(s) for its approval of the transfer /assignment. Relevant "additional" terms could include, for example, an additional franchise fee for any documented use of city streets and impact that gas delivery has on streets, additional public safety scrutiny, wear and tear, etc. The City could also review the submittal of an additional performance bond, if needed. Fiscal Impact: There is no fiscal impact associated with the adoption of this Resolution. Ex onMobil Transfer Ordinance Page 5 June 7, 2016 CC Agenda Staff Report Coordinated With: City Manager's Office List Other Departments: City Attorney's Office Attachments A. Resolution Exhibits 1. City Council Agenda Staff Report — May 17, 2016 2. Ordinance No. 1600 3. Aerial Map of Pipeline 4. Correspondence from ExxonMobil to City of Lynwood, Dated April 26, 2016 5. Sale and Purchase Agreement, dated September 29, 2015 EmonMobil Transfer Ordinance Page 6 June 7, 2016 CC Agenda Staff Report ATTACHMENT "A" RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, CONDITIONALLY GRANTING PBF HOLDING COMPANY LLC, TRANSFER OF PIPELINE ORDINANCE NO. 1600 WHEREAS, the City of Lynwood granted a pipeline franchise to ExxonMobile Oil Corporation under Ordinance No. 1600: WHEREAS, ExxonMobile Oil Corporation has entered into a Purchase and Sale Agreement with PBF Holding Company, LLC, to purchase the pipeline assets under Ordinance No. 1600; WHEREAS, the franchise will be sold and assigned to PBF Holding Company, LLC; WHEREAS, PBF Holding Company, LLC, will operate and maintain the facilities pursuant to the terms and conditions of the pipeline franchise which includes but not limited to obtaining construction permits for the ongoing maintenance: WHEREAS, the pipeline is a proprietary line and not a common carrier line, and approval from the California Public Utilities Commission will not be required; and WHEREAS, PBF Holding Company, LLC, has agreed to assume all obligations of Ordinance No. 1600 as stated. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby grants the transfer of pipeline Ordinance No. 1600 to PBF Holding Company, LLC, subject to the following condition: 1. No later than June 17, 2016 PBF Holding Company, LLC, shall supply to the City Manager of the City of Lynwood, all of the proper bonds and insurance as set forth in Ordinance No. 1600 (Ordinance), as well as letter addressed to the City Manager of the City of Lynwood from PBF Holding Company LLC, stating they understand and agree to comply with the terms of the Ordinance and the Condition set forth in this Resolution. SECTION 2. The City Clerk shall certify to the passage and adoption hereof. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney Ex onMobil Transfer ordinance CC Resolution Edwin Hernandez, Mayor APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager Page 2 June 7, 2016 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 7th day of June 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 7th day of June 2016. Maria Quinonez, City Clerk 6oconMobil Transfer Ordinance Page 3 June 7, 2016 CC Resolution �4 LY,�.%r ;`-����1d AGENDA STAFF REPORT �ttFOR� DATE: May 17, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services Mike Poland, Interim Planning Manager SUBJECT: ExxonMobil Oil Corporation Ordinance No. 1600 Recommendation: It is recommended that the City Council adopt the attached resolution transferring Ordinance No. 1600 to PBF Holding Company LLC. Background: On March 18, 2008 the City Council approved a Franchise Agreement (Ordinance No. 1600) to ExxonMobil Oil Corporation (ExxonMobil) to operate and maintain a pipeline system for the transportation of oil and gas under certain public ways and public places in the City of Lynwood (See Exhibits 1 and 2). Under terms of the Ordinance, the Franchise (ExxonMobil) shall not sell, transfer, or change control of the franchise without written consent of the legislative body of the City. The Franchise Ordinance's term is for fifteen (15) years beginning on April 17, 2008 and ending on April 17, 2023. Discussion & Analysis: On March 21, 2016 Paragon Partners Ltd. (Paragon), acting as agents on behalf of ExxonMobil, informed the City that ExxonMobil had entered into a purchase and sale agreement and will assigning over the assets covered by the Franchise Agreement to PBF Holding Company LLC. Staff is recommending that as part of consideration of the attached resolution to approve and support the transfer of assets, that PBF Holding Company LLC, within thirty (30) days of approval of the attached resolution by the City Council, supply all of the proper bonds and insurance as set forth in Ordinance No. 1600 (Ordinance) to the City of Lynwood, as well as letter from PBF Holding Company LLC, stating they understand and Exhibit 1 agree to comply with the terms of the Ordinance and the Conditions set forth in the attached Resolution. Fiscal Impact: There is no fiscal impact associated with the adoption of this Resolution. Coordinated With: City Manager's Office List Other Departments; None Attachments A. Resolution Exhibits 1. Ordinance No. 1600 2. Aerial Map of Pipeline 3. Correspondence from ExxonMobil to City of Lynwood, Dated April 26, 2016 4. Sale and Purchase Agreement, dated September 29, 2015 ExxonMobil Oil Corporation Ordinance CC Report Page 2 May 17, 2016 ORDINANCE NO. 1600 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD GRANTING A NONEXCLUSIVE FRANCHISE TO EXXONMOBIL OIL CORPORATION TO OPERATE AND MAINTAIN A PIPELINE SYSTEM FOR THE TRANSPORTATION OF OIL AND GAS UNDER CERTAIN PUBLIC WAYS AND PUBLIC PLACES IN THE CITY OF LYNWOOD; SETTING FORTH CONDITIONS ACCOMPANYING A GRANT OF NONEXCLUSIVE FRANCHISE; PROVIDING FOR AMOUNT AND METHOD OF PAYMENT BY FRANCHISEE FOR THE PRIVILEGE GRANTED, AND PROVIDING FOR THE TERM OF THE NONEXCLUSIVE FRANCHISE. WHEREAS, ExxonMobil Oil Corporation has applied for a nonexclusive Franchise to operate and maintain a pipeline system for the transportation of oil and gas under certain public ways and public places in the City of Lynwood; and WHEREAS, the City ordinances authorize the City to grant nonexclusive Franchises; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES ORDAIN AS FOLLOWS: PART A. GENERAL PROVISIONS AND DEFINITIONS SECTION 1. TITLE This ordinance shall be known and may be cited as the "ExxonMobil Oil Corporation Franchise Ordinance." SECTION 2. DEFINITIONS For the purpose of this Ordinance, the following terms, phrases, words and their derivations have the meaning set forth below. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. a. City means the City of Lynwood. b. Council means the City Council of the City of Lynwood. c. Code means the Municipal Code of the City of Lynwood, as amended from time to time. •� d. Department means the Department of Public Works of the City of Lynwood. e. Director means Director of Public Works of the City of Lynwood. f. Facilities or Appurtenances means all property of the Franchisee, including, but not limited to, pipelines, pump stations, and service connections to the Franchisee's Facilities, whether or not installed by the Franchisee, which are erected, constructed, laid, operated or maintained in, upon, over, under, along or across any street in accordance with any right or privilege granted by the Franchise. g. Franchise means the privilege granted by the City of Lynwood to construct, operate and maintain oil and gas pipelines under the streets, alleys, public ways and public places now laid out or dedicated, and all extensions thereof, and additions thereto, to the City of Lynwood. h. Franchisee means ExxonMobil Oil Corporation. i. Franchise payment period means the time period between the effective date of the ordinance granting the franchise and June 30 or December 31 of the same calendar year, whichever first occurs; and the period between January t and June 30, and Exhibit 2 July 1 and December 31 of each successive calendar year during the term of the franchise. j. Main means any pipeline or conduit laid in, along, or approximately parallel with any street for the collection, transmission or distribution of any substance or commodity. k. Major Street means any street or portion of a street designated as a major secondary highway in the Circulation Element of the General Plan. I. Minor Street means any street or portion of a street other than one designated as a major secondary highway in the Circulation Element of the General Plan. m. Person means any individual, firm, partnership, association, corporation, company, or organization of any kind. n. Service Connection means the wire, pipes, or conduits which connect the building or place where the service or commodity supplied by the Franchisee is used or delivered, or is made available for use or delivery, with the supply line or supply main in the street or with the supply line or supply main on private property. o. Street means any road, highway, alley, land, or court or other public easement or public place, and the space above and below it, which now or hereafter exists in the City and with respect to which the City has the authority to grant a Franchise. SECTION 3. GRANT OF NON - EXCLUSIVE FRANCHISE a. The privilege and Franchise is hereby granted to Franchisee, to operate and maintain oil and gas pipelines (Facilities) under the streets, alleys, public ways and public places now laid out or dedicated, and all extensions thereof, and additions thereto, to the City of Lynwood, and more particularly described as follows: A 12 -inch pipeline beginning at the southerly boundary line of the City of Lynwood, said point being 225.12 feet northerly of Dixon Avenue and 9.3 feet westerly of centerline Alameda Street East; thence continuing northerly along Alameda Street East ±3,708.41 feet to a point on centerline of Fernwood Avenue North, said point 5.25 feet westerly of the centerline of Alameda Street Fast; thence continuing northerly along Alameda Street East ±360.48 feet to a paint 11.11 feet westerly of the centerline of Alameda Street East and 35.47 feet northerly of the centerline of 112th Street; thence northerly along Alameda Street East ±1,610.23 feet to a point 11.5 feet westerly of centerline of Alameda Street East and 188.18 feet northerly of centerline of 108th Street; thence continuing northerly along Alameda Street East ±434.31 feet to a point being 10.15 feet westerly of centerline of Alameda Street East and 280.22 feet northerly of Martin Luther King Jr. Boulevard and formally Century Boulevard; thence continuing northerly along Alameda Street East ±411.70 feet to the northerly boundary line of Lynwood, said point being and 9.3 feet westerly of centerline of Alameda Street East; a total distance within the City of Lynwood of ±6,525.13 more or less all of which is 12 -inch pipeline. b. The right to use and occupy said streets, alleys, public ways and public places of the purpose set forth, shall not be exclusive, and the City reserves the right to grant a similar use of such streets, alleys, public ways and public places, to any person at any time during the period of the Franchise. c. The Franchise is granted subject to all of the terms and conditions contained in this Ordinance and in Chapter 17 of the City of Lynwood Municipal Code. If this Ordinance specifies terms and conditions that augment, modify, or waive the terms and conditions set forth in Chapter 17 of the City of Lynwood Municipal Code, the provisions of this Ordinance will be deemed to be controlling. SECTION 4. TERM The term of the Franchise shall be for a period of fifteen (15) years commencing thirty (30) days after the adoption of this Ordinance. SECTION 5. ACCEPTANCE OF FRANCHISE Within thirty (30) days after the Council's adoption of this Ordinance granting the Franchise, the Franchisee must file with the Director, its written acceptance of the terms and conditions of this ordinance. SECTION 6. MAPS Within ninety (90) days after the date on which any Facilities or Appurtenances have been laid, removed or abandoned under the Franchise, the Franchisee must file with the Department a map or maps accurately showing the "as built' location, depth, and size of those Facilities or Appurtenances. SECTION 7. INSURANCE On or before the effective date of this Ordinance granting the Franchise, the Franchisee must provide satisfactory evidence of having obtained policies of comprehensive general liability and workers' compensation insurance from companies authorized to transact business as insurers in the State of California. a. The policy of comprehensive general liability insurance must: 1. Be issued to the Franchisee and name the City, its officers, agents, and employees, as additional insureds. 2. Indemnify the City against all liability for personal and bodily injury, death, and damage to property arising from activities conducted pursuant to the Franchise and provide for the following: L Coverage for negligent acts or omissions of the Franchisee, its agents, servants and employees, committed in the conduct of Franchise operations; ii. A combined single -limit liability insurance coverage in the amount of ten million dollars ($10,000,000.00); and iii. No cancellation without thirty (30) days' prior written notice of cancellation to the Director. b. The policy of workers' compensation insurance must: 1. Be in a form and substance previously approved by the California Insurance Commissioner. 2. Cover all employees of Franchisee who will be employed or do work related to the Franchise operations. 3. Provide for every benefit and payment required by the California Labor Code, including, but not limited to, vocational rehabilitation and death benefits. 4. Be non - cancelable without thirty (30) days' prior written notice of cancellation to the Director. c. Franchisee must file with the Director, prior to commencement of any Franchise operations, either Certified copies of the required insurance policies; or 2. A certificate of insurance for each of the required policies, executed by the insurer issuing the policy, and containing the following information with respect to each policy: L The policy number. ii. The date upon which the policy will become effective and the date upon which it will expire. iii. The name of the insured and of any additional insureds. iv. The type and limits of coverage provided by the policy. v. A description of all endorsements that form a part of the policy. d. Environmental Pollution Coverage, including Contractors Pollution Liability with minimum limits of five million dollars ($5,000,000) per claim, or ten million dollars ($10,000,000) per claim if an aggregate policy is provided, insuring against all liabilities related to environmental pollution and damage, including, but not limited to, all such liabilities for which Franchisee would be liable pursuant to the Franchise. e. Automobile liability insurance against claims and liability for personal injury, death, or property damage arising from the use, construction, or maintenance of the Franchise, providing protection in an amount no less than Two Million Dollars ($2,000,000.00) per occurrence for personal injury, death and property damage. Said policy shall be carried only by a financially sound insurance company admitted and licensed to do business in the State of California and which is rated A.VII or better according to the most recent A.M. Best Co. Rating Guide. f. No Franchise operations may commence until Franchisee has complied with the provisions of this Section, and all Franchise operations will be suspended during any period that Franchisee fails to keep in effect the required insurance policies. For commencement of the Franchise or any subsequent transfer of the Franchise or any portion thereof, Franchisee shall furnish City with original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by the Franchise. Notwithstanding the above, and subject to approval by City, Franchisee may provide a program of self- insurance. Any self- insurance program maintained by Franchisee shall comply with the provisions and the specified limits contained herein. Franchisee may effect for its own account any insurance not required under this Ordinance. Franchisee shall provide each year for the duration of the Franchise, written notification to the City of its intent to self- insure. Franchisee shall furnish evidence of all insurance policies required by this Ordinance. City reserves the right to require Franchisee to deliver to City copies and endorsements of all insurance policies required by this Ordinance, together with evidence reasonably satisfactory to City of payment required for procurement and maintenance of the policy, with the following time limits: For insurance required at the commencement of the Franchise or any subsequent transfer of the Franchise or any portion thereof, within ten (10) days after the Franchise or any subsequent transfer of the Franchise or any portion thereof becomes effective; For insurance becoming required at a later date, at least (10) days before the requirement takes effect, or as soon thereafter as the requirement, if new, lakes effect; For any renewal or replacement of a policy already in existence, at least thirty (30) days before expiration or other termination of the existing policy. If Franchisee fails or refuses to procure or maintain insurance as required by this Ordinance or fails or refuses to furnish City with required proof that the insurance has been procured and is in force and paid for, City shall have the right at City's election and on ten (10) days notice, to declare the Franchise as a forfeiture. SECTION B. FAITHFUL PERFORMANCE BOND On or before the effective date of this Ordinance, Franchisee must file with the Director a corporate surety bond, approved as to form by the City Attorney, in the penal sum of one hundred thousand dollars ($100,000.00). This bond must be issued by an admitted surety insurer approved by the Director, and provide that Franchisee will perform each condition of the Franchise and that, upon any breach of condition of the bond, the whole amount of the penal sum will be deemed to be liquidated damages and will be recoverable from the principal and sureties on the bond. If this bond is not filed before the effective date of this Ordinance, the award of the Franchise may be set aside and this Ordinance may be repealed. If these actions are taken by the Council, any money paid in consideration for the award of the Franchise will be forfeited. If the bond, after it has been filed, becomes insufficient at any time during the tens of the Franchise, the Franchisee must obtain a new bond, in a form approved by the City Attorney, within ten (10) days after written notice to do so is given by the Director. SECTION 9. FORFEITURE The Franchisee must comply with all conditions contained in this Ordinance, including those conditions contained in the City of Lynwood Municipal Code which are incorporated by reference in this Ordinance. Any neglect, failure or refusal by the Franchisee to comply with any conditions of this Ordinance will constitute grounds for suspension or forfeiture of the Franchise. Before any suspension or forfeiture of the Franchise, the City must give to the Franchisee not less than thirty (30) days' written notice of any default If the Franchisee does not, within the noticed period, commence the work of compliance or, after commencing, does not prosecute the work with due diligence to completion, the Council may hold a hearing. Notice of the hearing must be given to the Franchisee by certified mail not less than ten (10) days before the hearing. At that hearing the Franchisee has the right to appear and be heard, and the Council may then determine whether the conditions are material to the operation of the Franchise and whether the Franchisee is in default of those conditions. The Council may, in its discretion, declare the Franchise suspended or forfeited. SECTION 10. STATE HIGHWAYS a. If any street or portion of a street becomes a State highway, the State will succeed to all rights reserved to the City by the Franchise, except for the right to continue to collect the Franchise payments and such other rights as by law may remain with the City. b. This Section applies to any street or portion of a street which becomes a State highway and in which the Franchisee maintains its Facilities under the authorization of the Franchise at the time that street or portion of it becomes a State highway. SECTION 11. EMINENT DOMAIN No franchise granted by the City affects the right of the City or any successor in authority to acquire the property of the Franchisee by purchase or condemnation, and nothing contained in this Ordinance may be construed to contract away, modify, or abridge, either for a term or in perpetuity, the City's right of eminent domain in respect to any public utility. SECTION 12. ADMINISTRATIVE COSTS The Franchisee must pay to the City, within thirty (30) days after receiving an itemized statement, all administrative and advertising costs associated with the preparation and advertising of this Ordinance. SECTION 13. ASSIGNMENT The Franchisee may not transfer or assign the Franchise or any part of it, except with the consent of the Council. A transfer or assignment may be made only after filing with the Council a copy of the executed instrument of transfer or assignment and a written request for the consent of the Council to that transfer or assignment. If that executed instrument and written request are not filed with the Council within thirty (30) days prior to the effective date of the proposed transfer or assignment, then the Franchise is subject to forfeiture and the Council may, without notice, adopt an ordinance repealing this Ordinance. In consenting to the proposed transfer or assignment, the Council may, by ordinance, impose any additional terms and conditions upon the Franchise, and upon the transferee or assignee, which the Council deems to be in the public interest. The Franchisee has no right to transfer or assign the Franchise, in whole or in part, except in the manner specified in this Section. This Section applies to any assignment, whether by operation of law, by voluntary act of the Franchisee, or otherwise. SECTION 14. PRIOR FRANCHISES All Facilities erected, constructed, laid, operated, or maintained by the Franchisee in the streets or other areas described in this Ordinance granting the Franchise, whether or not originally installed by the Franchisee, and which are in existence prior to the effective date of this Ordinance, are subject to all terms and conditions of this Ordinance upon its effective date. This Section does not apply to Facilities which have been constructed, laid, operated, or maintained under a prior right which did not involve the issuance of a franchise. SECTION 15. DELEGATION OF AUTHORITYIDUTIES Wherever, in this Ordinance, a power is granted to or a duty is imposed upon a public officer or employee, the power may be exercised or the duty may be performed by a deputy of that officer or employee or by a person otherwise duly authorized pursuant to statute or ordinance. SECTION 16. INDEMNITY AND HOLD HARMLESS The Franchisee shall indemnify, defend, and hold harmless the City, its officers, agents, and employees, from and against all damages and liability arising from the use, operation, or possession of the Franchise, and from the use, operation, and maintenance of all Facilities erected, constructed, laid, operated or maintained under the Franchise. Franchisee will not be liable to City for any damages resulting from or arising out of the negligent or willful acts, errors, or omissions of the City, its employees and /or authorized representatives. SECTION 17. CONFLICTING IMPROVEMENTS If the City or any other authorized public entity constructs or maintains any storm drain, sewer structure, or other facility or improvement under or across any Facility of the Franchisee which is maintained in accordance with this Ordinance, the Franchisee must provide, at no expense to the City or other public entity, such support as is reasonably required for the support, maintenance and protection of that facility or improvement. SECTION 18. RELOCATION In connection with any City work or improvement specified in Section 35 of this Ordinance, if the Franchisee, after reasonable notice, fails or refuses to relocate, permanently or temporarily, its Facilities that are located in, on, upon, along, under, over, across, or above any street, or to pave, surface, grade, repave, resurface, or re- grade a street as required under any provision of the Franchise, then the City may cause that work to be done. The City must keep an itemized account of the entire cost of that work, and the Franchisee must reimburse the City for that cost within thirty (30) days after Its receipt of an itemized account of that cost. The Franchisee is obligated to indemnify, defend, and hold harmless the City, its officers, agents, and employees, in accord with Section 16 of this Ordinance, from any liability which arises or is claimed to arise from the moving, cutting, or alteration of any of the Franchisee's Facilities, or the turning on or off of water, oil, or other liquid, or of gas or electricity. SECTION 19. DAMAGE CAUSED BY DEFECTIVE FACILITIES If any portion of a street is damaged as a result of defective Facilities laid or constructed under the Franchise, the Franchisee must, at its sole expense, repair that damage and restore the street to the condition existing before the damage was incurred, all to the satisfaction of the City. If the Franchisee, within ten (10) days after receipt of written notice from the City instructing it to repair the damage, fails to commence compliance with those instructions, or, after commencing compliance, fails to prosecute diligently the work to completion, then the City may immediately undertake whatever work is necessary to carry out those instructions. That work will be at the cost and expense of the Franchisee. By the acceptance of the Franchise, the Franchisee agrees to pay that cost and expense upon demand. If the damage creates an immediate danger to the public health or safety requiring immediate repair, the City may, without notice, repair that damage, and the Franchisee must pay the reasonable cost of that repair upon demand. SECTION 20. HAZARDOUS SUBSTANCES Prior to the issuance of any excavation permit for the construction or installation of a new pipeline for the transportation of a hazardous substance in a gaseous state, or for the transportation of hazardous liquid substances or highly volatile liquid substances, the following conditions must be satisfied, as applicable: a. With regard to pipelines for the transportation of a hazardous substance in a gaseous state, approval must be obtained from the Los Angeles County Fire Department— Petrochemical Unit. This approval will be based upon a determination that no undue fire hazard will threaten life or property in any areas of the City where the proposed pipeline will be located. In making this determination, the Los Angeles County Fire Department — Petrochemical Unit must consider and report upon the following: 1. The type of substance in a gaseous state that is to be transported in the pipeline. 2. The density of population or structural development in the areas of the City where the pipeline will be located. 3. The adequacy of water supplies for fire suppression purposes. 4. The availability of public fire protection facilities. 5. The number and location of shut -off valves in the pipeline. b. With regard to pipelines for the transportation of hazardous liquid substances or highly volatile substances, including hydrocarbon substances, the Franchisee must, unless preempted by paramount State or Federal law, submit to the Director copies of documents previously submitted to the State Fire Marshal evidencing the following: 1. That the new pipeline is designed to accommodate the passage of instrumented inspection devices, and has leak mitigation and emergency response plans and equipment as may be required by the State Fire Marshal, as provided for in section 51013(b) of the Califomia Government Code. 2. That the newly constructed pipeline will be tested in accordance with subpart E (commencing with section 195.300) of part 195 of title 49 of the Code of Federal Regulations, as provided for in section 51013.5(a) of the California Government Code. 3. That the Franchisee will notify the State Fire Marshal and the Los Angeles County Fire Department— Petrochemical Unit at least three (3) working days prior to conducting a hydrostatic test required by the Elder California Pipeline Safety Act of 1961 (Government Code §51010 et seq.), as provided for in section 51014.3 of the California Government Code. 4. That the Franchisee will provide to the Los Angeles County Fire Department — Petrochemical Unit, a map or suitable diagram showing the location of the pipeline, a description of all products to be transported within the pipeline, and a contingency plan for pipeline emergencies that includes, without limitation, any reasonable information that the State Fire Marshal may require, as provided for in section 51015(a) of the California Government Code. 5. That the Franchisee will be available to meet with the Los Angeles County Fire Department — Petrochemical Unit, at least once each calendar year to discuss and review contingency plans for pipeline emergencies, as provided for in section 51015(c) of the California Government Code. 6. That, with regard to any portion of the proposed pipeline that is within five hundred feet (500') of any rail line in the City, the Franchisee will be in compliance with all applicable regulations adopted by the State Fire Marshal governing the construction, testing, operations, periodic inspection, and emergency operations of intrastate hazardous liquid pipelines, as provided for in section 51015.2 of the California Government Code. 7. That the Franchisee will comply with all applicable regulations of the State Fire Marshal that establish procedures for maintaining, testing, and inspecting mainline valves and check valves on the intrastate hazardous liquid pipeline, as provided for in section 51015.4 of the California Government Code. 8. That the Franchises will be in compliance with all applicable guidelines and regulations of the State Fire Marshal relating to the spacing of valves on new pipelines so as to limit spillage from surrounding higher ground into standard metropolitan statistical areas and environmentally sensitive areas, as provided for in section 51016 of the California Government Code. 9. That the Franchisee will immediately report to the Los Angeles County Fire Department — Petrochemical Unit, as well as the office of Emergency Services, every rupture, explosion, or fire involving the pipeline, including the testing of such pipeline, as provided for in section 51018(a) of the California Government Code. SECTION 21. COUNCIL APPROVAL OF LOCATION OF FACILITIES The Franchisee may not install or operate any Facilities in any public street, alley, public way, or public place without first obtaining the prior approval of the Council. PART B. COMPENSATION SECTION 22. DAMAGE TO PUBLIC PROPERTY GENERALLY Any damage caused directly or indirectly to any public property by the Franchisee, while exercising any right, power, or privilege under the Franchise, or while performing any duty under the provisions of this Ordinance, must be promptly repaired by Franchisee at its sole cost and expense. SECTION 23 . COMPLIANCE WITH APPLICABLE LAWS The Franchisee shall, at all times during the term of the Franchise, comply with all applicable State, Federal and Local laws, ordinances, codes, rules and regulations. SECTION 24. NOTICES All notices, bills, payments, reports, or other material required to be delivered under the terms of the Franchise shall be delivered to: City City of Lynwood Public Works Director 11330 Bullis Road Lynwood, California 90262 Franchisee ExxonMobil Oil Corporation Manager Right of Way & Claims 12851 E. 160" Street Cerritos, California 90703 Any notices, bills, payments, reports, or other material required by this Ordinance shall be deemed received on (a) the day of delivery if delivered by hand during Franchisee's regular business hours or by facsimile before or during Franchisee'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 in this Ordinance, or to such other addresses as the parties may, from time to time, designate in writing. SECTION 25. FEES The Franchisee must pay to the City a Base Granting Fee, an annual Base Franchise Fee and a Base Construction Fee, as applicable and in accordance with Chapter 17, Section 17 -31 — NONPUBLIC UTILITIES, of the City of Lynwood Municipal Code. The amount of each base fee specified in Section 17 -31 of the Code will be adjusted by Resolution of the Council at the time payment is due in accordance with Section 17 -31d of the Code. SECTION 26. PRORATION OF PAYMENTS If facilities are abandoned by the Franchisee with the approval of the City as elsewhere provided in this Ordinance, or if Facilities are removed by the Franchisee, the annual base franchise fee required under Subsection 17 -31b of the Lynwood Municipal Code Y011 be prorated for that calendar year, as of the end of the calendar month in which that abandonment or removal occurs. SECTION 27. RECORDS AND INSPECTIONS a. Franchisee must preserve for a period of five (5) years all records necessary to determine the amount of any fee which is payable to the City under the provisions of this Ordinance. b. At all reasonable times, the Franchisee must permit the City to inspect all property of the Franchisee that is erected, constructed, laid, operated or maintained under the Franchise, and to examine and make copies of all non - proprietary books, accounts, papers, maps, and other records maintained by the Franchisee, or under its control, which concern the operations, transactions, property or financial condition of the Franchisee pertaining to the Franchise. These records must be made available to the City at a location in the County of Los Angeles. PART C. CONSTRUCTION SECTION 28. CONSTRUCTION REQUIREMENTS Pipelines and appurtenances must be constructed and maintained in a good and workmanlike manner and in conformity with all applicable State, Federal and Local laws, ordinances, codes, rules and regulations. SECTION 29. NEW INSTALLATION OR REPLACEMENT The installation or replacement of pipelines, Appurtenances, and all other Facilities necessary for the operation, maintenance, and safety of pipelines and conduits must be in accordance with permits issued by the Department. All proposed installations or replacements must be reviewed and approved, if approved, by the Director as to the most acceptable location in the City's streets. SECTION 30. PERMITS Where the provisions of any law, ordinance, code, or regulation require the issuance of an excavation, encroachment or similar type of permit, the Franchisee may not commence any excavation or encroachment work under the Franchise until it has obtained that permit from the appropriate agency and /or the Department, except in cases of emergency affecting the public health, safety or welfare, or the preservation of life or property, in which case the Franchisee must apply for a permit not later than the next business day after work has commenced. The Franchisee's application for the permit issued by the Department must include a map showing the length and proposed location of the pipeline or Appurtenance intended to be used, and such other information as the Department may require. The Franchisee must pay to the Department all permit fees including, but not limited to, permit inspection fees. The Franchisee shall notify Underground Service Alert at 1-800- 227 -2600 and obtain an inquiry identification number a minimum of two (2) working days, but not more than fourteen (14) calendar days, prior to any excavation in the vicinity of any potentially existing underground facilities in order to verify the location of all utilities prior to the commencement of any excavation. The Franchisee shall be responsible for coordinating its work with all utility companies SECTION 31. WORK ON AND RESTORATION OF STREETS a. The work of constructing, laying, replacing, maintaining, repairing or removing those pipelines and Appurtenances authorized under the provisions of this Ordinance in, over, under, along or across any street must be conducted so as to cause the least possible interference with pedestrian and vehicular travel on the street. As soon as the work is completed, all portions of the street which have been excavated or otherwise damaged must be promptly repaired, replaced or restored and placed in as good condition as before the commencement of such work. The restoration, repair or replacement work may, as determined by the Director, require the resurfacing, slurry sealing or other treatment of a street to a minimum of one driving lane, and all work must be done to the satisfaction of the Director and at the expense of the Franchisee. b. If a Franchisee fails or neglects to undertake or complete the repair, replacement, or restoration work on any street, within ten (10) days after written notice has been given to Franchisee by the Director, the City may repair, replace or restore that street at the expense of Franchisee. Franchisee must pay to the City all costs incurred in performing that work. The amount chargeable is the direct cost of that work, plus the current rate of overhead then charged by the City for reimbursable work. SECTION 32. FAILURE TO TIMELY COMPLY a. If the Franchisee fails to complete any work within the time specified in a permit, the City may require the Franchisee to pay to the City Five Hundred Dollars ($500.00) per day as liquidated damages for each day that construction extends beyond the time specified in the permit if the Franchisee fails to make a good faith effort to complete the work within the time frame specified in the permit. The amount specked per day as liquidated damages will be adjusted annually by the percentage change in the Consumer Price Index, All Urban Consumers for the Los Angeles-Riverside-Orange County Area commencing one year from the effective date of this Ordinance. b. If the Franchisee fails to complete any work required by the terms and conditions of the Franchise, or any related permits, within the required time limits, the City may complete or cause to be completed that work at the expense of the Franchisee If the Franchisee fails to make a good faith effort to complete the work within the time frame specified in the permit. The Franchisee must pay to the City the cost of performing that work The amount chargeable to Franchisee is the direct cost of that work, plus the current rate of overhead then charged by the City for reimbursable work. SECTION 33. COMPLETION STATEMENT Upon the completion of the construction of any pipelines or appurtenances authorized by the Franchise, the Franchisee must submit to the Director a statement which identifies the permit or permits issued by the Department, the total length of pipeline authorized to be constructed under the permit or permits, and the total length of pipelines or Appurtenances actually laid. SECTION 34. APPURTENANCES The Franchisee has the right to construct, maintain and repair all traps, manholes, conduits, valves, appliances, attachments and Appurtenances (collectively referred to as "Appurtenances ") as may be necessary for the proper maintenance and operation of the pipelines under the Franchise. Those Appurtenances must be kept flush with the surface of the street and be located so as to conform to all applicable State, Federal and Local laws, ordinances, codes, rules and regulations, and to all permits issued by the Department, and must not interfere with the use of the street for travel. The Franchisee has the right, subject to all applicable State, Federal and Local laws, ordinances, codes, rules and regulations, to make all necessary excavations in the streets for the construction, maintenance and repair of those Appurtenances; but the Franchisee must first obtain an excavation permit from the Department to undertake that work. SECTION 35. ORDINARY REPAIR The Franchisee may excavate in the street for pipeline repair for the number of days agreed upon by the Franchisee and the Department; but the Franchisee must first obtain an excavation permit from the Department to undertake that work. SECTION 36. RELOCATION OF PIPELINES AND APPURTENANCES a. The City reserves the right to change the grade, alignment, or width, of any public street, way, alley, or place over which the Franchise is granted, including the construction of any subway or viaduct. If any pipelines, Facilities or Appurtenances constructed, installed or maintained by the Franchisee are located in a manner which prevents or interferes with the change of grade, traffic needs, operation, maintenance, improvements, repair, construction, reconstruction, widening, alteration or relocation of a street, the Franchisee must permanently or temporarily relocate that Facility, at no expense to the City, upon receipt of a written request from the Director to do so. The Franchisee must commence that work on or before the date specified in the written request, which date may be not less than thirty (30) days from receipt of the written request. Franchisee must then diligently prosecute that work to completion. b. The City reserves the right for itself, and all other public entities which are now or may later be so authorized, to lay, construct, repair, alter, relocate and maintain subsurface or other facilities or improvements of any type or description within the streets over which the Franchise is granted. If the City or other public entity determines that the location or relocation of those facilities or improvements conflicts with the Facilities laid, constructed or maintained under the Franchise, whether those Facilities were laid before or after the facilities of the City or other public entity were laid, the Franchisee must relocate those Facilities or improvements, at no expense to the City or other public entity. The Franchisee must, on or before the date specified in a written request from the Director, which date may not be less than thirty (30) days after receipt of the notice and request to do so, commence work to permanently or temporarily change the location of all Facilities which conflict with those improvements to another location which is approved by the Director. Franchisee must then diligently prosecute the work to completion. If the street is later designated as a State highway, the rights of the State of California will be as provided in California section 680 of the Streets and Highways Code while it remains a State highway. SECTION 37. BREAKS OR LEAKS If any portion of a street is damaged by reason of breaks or leaks in any pipeline, conduit, orAppurtenance constructed or maintained under the Franchise, the Franchisee must, at its sole expense and immediately following written or oral notification from the Director, promptly repair that damage and put the street in as good condition as existed before that damage or leak, all to the satisfaction of the Department. The Franchisee must obtain an excavation permit from the Department to undertake that work. SECTION 38. EMERGENCY EQUIPMENT At all times during the term of the Franchise, the Franchisee must maintain or arrange for, on a twenty four (24) hour basis, an emergency telephone number provided to the Los Angeles County Fire Department Station 147, adequate emergency equipment, and a properly trained emergency crew. The emergency equipment and crew must be available within a radius of twenty five (25) miles from any Facilities installed or maintained under the Franchise for the following purpose: shutting off the pressure and the flow of substances in those Facilities in the event of an emergency resulting from an earthquake, act of war, civil disturbance, fire, flood, or any other cause. SECTION 39. REMOVAL OR ABANDONMENT OF FACILITIES a. Upon the expiration, revocation or termination of the Franchise, or upon the permanent discontinuance of the use of all or a portion of its Facilities, Franchisee must, within the following thirty (30) days, make written application to the Director for authority, as determined by the Franchisee, either. 1) to abandon all or a portion of those Facilities in place; or 2) to remove all or a portion of those Facilities. The application must describe the Facilities desired to be abandoned or removed by reference to the map or maps required by Section 6 of this Ordinance and must describe with reasonable accuracy the physical condition of those Facilities. b. The Director must determine whether the abandonment or removal proposed by the Franchisee may be effected without detriment to the public interest and under what conditions the proposed abandonment or removal may be safely effected. The Director must then notify the Franchisee of that determination. The Franchisee must pay to the City the cost of all tests and studies required to determine the disposition of the application for abandonment or removal. c. Within thirty (30) days after receipt of the notice, the Franchisee must apply for a permit from the Department to abandon or remove all or any portion of the Facilities and must pay all applicable fees and costs. The permit must set forth any conditions of abandonment or removal that may be prescribed by the Director. Any abandonment of the Facilities must be conditioned, in part, upon Franchisee's future compliance with the provisions of Section 35 of this Ordinance. d. Within ninety (90) days after obtaining the permit, the Franchisee must commence and diligently prosecute to completion the work authorized by the permit. e. If the Franchisee applies for authority to abandon in place all or a portion of its Facilities, and the Director determines that such abandonment in place may be effected without detriment to the public interest, the Franchisee must pay to the City a fee in accordance with Section WAS of the City of Lynwood Municipal Code. SECTION 40. FAILURE TO COMPLY a. If any Facilities proposed to be abandoned "in place" and subject to prescribed conditions are not abandoned in accordance with those conditions, the Director may issue additional orders, including an order that the Franchisee remove any or all of those Facilities. The Franchisee must comply with these additional orders. b. If the Franchisee fails to comply with the terms and conditions of abandonment or removal as required by this Ordinance and within the time prescribed by the Director, then the City may remove or cause to be removed those Facilities at the Franchisee's expense. The Franchisee must pay to the City the cost of that work, plus the current rate of overhead then charged by the City for reimbursable work. C. If, upon the expiration, revocation or termination of the Franchise, or the permanent discontinuance of the use of all or a portion of its Facilities, the Franchisee, within thirty (30) days thereafter, fails or refuses to make written application for the authority referenced above, the Director will make the determination as to whether the Facilities are to be abandoned in place or removed. The Director must then notify the Franchisee of that determination. The Franchisee must then comply with the provisions of Section 30 of this Ordinance. SECTION 41. ABANDONMENT "IN PLACE" CONDITIONS: Facilities abandoned 'in place" are subject to the condition that, if at any time after the effective date of the abandonment, the Director determines that any Facility interferes with a public project, Franchisee or its successor in interest must remove that Facility at its expense when requested to do so by the City, or pay the City for the cost of that removal. PART D. SPECIAL PROVISIONS SECTION 42. RIGHTS GRANTED Franchisee has the right, during the term of that Franchise, to transport petroleum, oil gas, gasoline, and like substances through the pipelines maintained under the Franchise. SECTION 43. MATERIALS USED All pipelines used for the transportation of petroleum, oil, gas, gasoline, and like substances, or other flammable liquids must be of standard material and in conformity with current American Petroleum Institute pipeline specifications. SECTION 44. APPROVALS No excavation permit for a pipeline to be constructed or installed in accordance with the Franchise may be issued unless the Franchisee has complied with all applicable provisions of Subsection 20b of this Ordinance relating to pipelines for the transportation of hazardous liquid substances or highly volatile liquid substances. This requirement does not apply to emergency situations, such as those involving the mitigation of pipeline ruptures, spills or leaks. SECTION 46. REPORTS During the tens of the Franchise, and within thirty (30) days after the expiration of each Franchise payment period, the Franchisee must: a. File with the Director two (2) copies of a report, verified under penalty of perjury by a duly authorized representative of the Franchisee, showing for the immediately preceding Franchise Payment Period: 1) the length of all lines in streets; 2) the internal diameter of those lines; 3) the rate per foot per year, and 4) the total amount due the City. b. File with the Director a report in triplicate, showing the number of each permit obtained for the installation of new mains during the immediately preceding Franchise Payment Period, together with the length and size of those mains. The Franchisee must show on this report any change in pipeline footage since the last Franchise Payment Period, segregating that footage as to new mains laid, old mains removed, old mains abandoned in place, and the footage of mains in any territory annexed or incorporated since the last Franchise Payment Period. SECTION 46. PAYMENTS DUE The Franchisee's payments are due semi - annually in accordance with the Franchise Payment Period indicated in Section 2 of this Ordinance. SECTION 47. SEVERABILITY If any provision or any part of any provision of this Ordinance is found to be invalid or unenforceable, the balance of this Ordinance shall remain in full force and effect SECTION 48. PUBLISHING ORDINANCE The City Clerk is directed to certify to the passage and adoption of this Ordinance and to cause it to be posted or published as required by law. First read at a regular meeting of the City Council of the City of Lynwood held on the 4tl1 of March, 2008, and finally ordered published at a regular meeting of said Council held on the le day of March 2008. ATTEST: Maria Quinbnez City Clerk APPR � D AS IORM: .4/ Fred alante OaOa City Attomey Mar�S�ll n Mayor f� og City Manager APPROVED AS TO CONTENT: G. Daniel Ojeda, P.E., Director of Public Works / City Engineer STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Ordinance was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the le day of March, 2008. AYES: COUNCIL MEMBER CASTRO, FLORES, MORTON, RODRIGUEZ AND SANTILLAN NOES: NONE ABSENT: NONE ABSTAIN: NONE r Maria Quinonez, City Clerk 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 Ordinance No. 1600 on file in my office and that said Ordinance was adopted on the date and by the vote therein stated. Dated this 18N day of March, 2007. Maria Quinonez, ity �cl Upj i� „' _ N I s 1; r2 ' Lynwood Tenay< o _ ` Semin T oleAve_d,t g E- 107-1h -P $ �entury-Btvd� ' .,108th-St i ` all YrO c, n N,CrtOn Ave n 1 a r Q 112th -Sty iF y •_ .. ■ / L i9 a PoPI / ar r c Y. Q m Lm IV .,..,- ... # _a ° ®. _. cam. _ -. r �. �. •. -1. - � . - 113 ' iy^ 1111 { 1➢-� � i . � , `� : r..: Mi A. ,',e• t`,'lt�. _ ,t .cam �. -St echvoo ,.. ++ter. !�. �.a 'vim - - �' . r� a u � � �.►J. Yq B h-Sl 1 •' r E 1191h-St ? -• a t u7 >` m •• f j- o m c S — ? E-1-20th-St t .v !+ - ¢e Bu*tl�eS,Ave °8 R ' C9 �1 _E= 1�1sl�rt. �i 0 �v 4! 1122nd �� ! m r i_� ■'d`''' , >R�1y ` Cepar L �b� ,�e•ea.rt� �,.�:, � .,„a� . � Ave `9i j2016' �e l+=o {c 01 Exhibit �.r Ex onNlobil Pipeline Company 12851 East166th Street Cenitos, CA 90703 -2103 (310) 212 -1794 Telephone (310) 212 -1788 Facsimile EA'%,rAQonMob11 Pipeline CERTIFIED MAIL April 26, 2016 City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attention: J. Arnoldo Beltran, City Manager Subject: Notice of Sale of Assets Franchise Ordinance No 1600 Dear Mr. Beltran, On December 10, 2015, ExxonMobil Oil Corporation (ExxonMobil) forwarded written notice to you notifying you that ExxonMobil recently entered into a Sale and Purchase Agreement with PBF Holding Company LLC (PBF) to purchase assets, covered by Franchise Ordinance No. 1600. The pipeline asset will be transferred into the name of Torrance Pipeline Company LLC (Torrance Pipeline). Presently, the sale is scheduled to close on June 01, 2016: ExxonMobil respectfully requests that the staff of the City of Lynwood proceed with the approval of the transfer from ExxonMobil to Torrance Pipeline by City Council consent, per Section 13 of Ordinance 1600. If you have any questions or_ require additional information at this time, please contact Mr. John Delavigne at Paragon Partners, Ltd.; ,.ExxonMobil's right of way consultant for this project. Mr. Delavigne can be reached at (714) 379 -3376. Thank you for your time and consideration. Teri A. Shinde, SRNVA, RAN-NAC West Coast Regional Right of Way Coordinator For ExxonMobil Oil Corporation Attachment cc: M. Boone (PBF Holding Company LLC) Exhibit 4 Exhibit Ll� pe�)p p r, ;C a �q Iet�E��o 0D catli'a�i:Su��� Page 130 of 130 EXXONMOBIL OIL CORPORATION By: /s/ Nick Karim Name: Nick Karim Title: Attorney-in-fact MOBIL PACIFIC PIPELINE COMPANY By: /s/ Nick Karim Name: Nick Karim Title: Attomey -in -fact PBF HOLDING COMPANY LLC By: /s/ Matthew C. Lucev Name: Matthew C. Lucey Title: President [Signature Page to Sale and Purchase Agreement] http: / /www.see.gov/ Archives /edgar/data/1534504/00015345 Exhibit 5 Exhibit Page 129 of 130 OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, WITH RESPECT TO THE ASSETS OR ANY OTHER MATTER OR THING REGARDING THE ASSETS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE ASSETS "AS IS, WHERE IS, WITH ALL FAULTS ", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLERS ARE NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLERS OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE DISCLOSURE SCHEDULE. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLERS HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE ASSETS. PURCHASER REPRESENTS TO SELLERS THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE ASSETS, AS PURCHASER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS OR THEIR REPRESENTATIVES OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE DISCLOSURE SCHEDULE. UPON CLOSING AND SUBJECT TO ARTICLE X AND THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND SUBJECT TO ARTICLE X, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLERS (AND SELLERS' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES OF ANY AND EVERY KIND, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLERS (AND SELLERS' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS RELATING TO THE CONDITION OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE ASSETS EXCEPT FOR FRAUD, AND SPECIFICALLY EXCLUDING OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT. above written. IN WITNESS WHEREOF the Parties have executed this Agreement on the date first 71 http: / /www.sec.gov/ Archives /edgar /data/I 534504/ 000153450415000076 /exhibit21 - dorado... 4/27/2016 Exhibit Page 128 of 130 Purchaser for all reasonable and necessary out -of- pocket expenses incurred in connection with the performance of its obligations under this Section 16.16. Such reimbursement shall not be subject to Section 10.6(e). SECTION 16.17 Attorney Conflict Waiver: Privilege. Each of the Parties agree, on their own behalf and on behalf of their Affiliates, directors, officers and employees, that (i) following the Closing, Sellers' counsel may continue to represent, and serve as counsel to, Sellers and their Affiliates in connection with issues or disputes (whether in contract or tort) that may arise based upon, arising out of or related to this Agreement or the Transaction or any of them in whole or in part, (ii) Purchaser shall not seek or have Sellers' counsel disqualified from representing Sellers or their Affiliates in any dispute (whether in contract or tort) that may arise with respect to the Assets and Sellers or any of their Affiliates, based upon, arising out of or related to this Agreement or the Transaction or any of them in whole or in part and (iii) each of the Parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such Party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledge that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. SECTION 16.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Parry may send a copy of its original signature on the execution page hereof to the other Parry by facsimile transmission or email and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party. SECTION 16.19 Electronic Signatures. Notwithstanding the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et. seq.), the Uniform Electronic Transactions Act, or any other Law relating to or enabling the creation, execution, delivery, or recordation of any Contract or signature by electronic means, and notwithstanding any course of conduct engaged in by the Parties, no Party shall be deemed to have executed this Agreement or other document contemplated thereby (including any amendment or other change thereto) unless and until such Party shall have executed this Agreement or other document on paper by a handwritten original signature or any other symbol executed or adopted by a Party with current intention to authenticate this Agreement or such other document contemplated. Delivery of a copy of this Agreement or such other document bearing an original signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial —up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" ( ".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature. "Originally si ed" or "original signature" means or refers to a signature that has not been mechanically or electronically reproduced. SECTION 16.20 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: IT IS UNDERSTOOD AND AGREED THAT SELLERS MAKE NO EXPRESS 70 http : / /www.see.gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 127 of 130 similar or analogous Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Assets to Purchaser. SECTION 16.12 Venue. Each Parry agrees that for any matter outside of matters the jurisdiction of Section 16.4 (i) the action or proceeding relating to this Agreement will be brought in any federal court of competent jurisdiction in the New York, and for that purpose now irrevocably and unconditionally submits to the jurisdiction of such New York court; (ii) that it irrevocably waives any right to, and will not, oppose any such New York action or proceeding on any jurisdictional basis, including forum non conveniens; and (iii) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from a New York federal court as contemplated by this Section 16.12. SECTION 16.13 Specific Performance. Each Party acknowledges and hereby agrees that any breach of this Agreement would give rise to irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, the Parties acknowledge and agree that in the event of any breach or threatened breach by Sellers, on the one hand, or Purchaser, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Sellers, on the one hand, and Purchaser, on the other hand, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Sellers, on the one hand, and Purchaser, on the other hand, hereby agree not to raise any objection to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement, by Sellers, on the one hand, or Purchaser, on the other hand, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Parties under this Agreement. SECTION 16.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such state without giving effect to the choice of law principals of such state that would require or permit the application of the laws of another jurisdiction and this Agreement shall be treated, in all respects, as a New York contract. SECTION 16.15 Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that as long as the Guarantee in favor of Sellers is in full force in effect, Purchaser may, without the consent of Sellers, assign any or all of its rights hereunder to any of its Affiliates (although no such assignment shall relieve Purchaser of its obligations to Sellers hereunder). SECTION 16.16 Cooperation with Legal Proceedings. From and after the Closing, if requested by the Sellers, Purchaser shall reasonably cooperate with Sellers in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against any Sellers or any of their respective Affiliates with respect to the Assets, whether or not either Party has notified the other of an indemnification claim with respect to such matter. Without limiting the generality of the foregoing, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Sellers may reasonably request. Sellers shall reimburse http: / /www. sec.govIArchivesledgarl data / 1534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit Page 126 of 130 (e) It is the intent of the Parties that the matters agreed upon to be arbitrated be decided as set forth herein and they shall not seek to have this Section 16.4 rendered unenforceable or to have such matter decided in any other way. SECTION 16.5 Time of Essence. Time shall be of the essence of this Agreement in all respects. SECTION 16.6 Further Assurances. After the Closing, each Party shall from time to time, at the request of and without further cost or expense to the other, execute and deliver such other instruments of conveyance and assumption and take such other actions as may reasonably be requested in order to more effectively consummate the Transaction. SECTION 16.7 Entire Agreement. This Agreement (including its Schedules and Exhibits and the annex of certain other definitions attached hereto as Schedule 16.7) and the Ancillary Agreements and the Related Agreements, represent the entire understanding and agreement between the Parties with respect to the Transaction and supersedes all prior agreements among the Parties respecting the Transaction. The Parties have voluntarily agreed to define their rights, liabilities and obligations respecting the Transaction exclusively in contract pursuant to the express terms and provisions of such Agreements; and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in such Agreements. SECTION 16.8 Amendment and Waivers. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. SECTION 16.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall. negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transaction are consummated as originally contemplated to the greatest extent possible. SECTION 16.10 Remedies Cumulative. The rights, remedies, powers and privileges herein provided to a Party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party. SECTION 16.11 Waiver of Compliance with Bulk Sale Laws. The Parties hereby waive compliance with the requirements and provisions of any "bulk sales," "bulk— transfer" or any http: / /www. sec .gov /Archives /edgarldatall534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 125 of 130 each Party and the final arbitrator shall be selected by the two (2) other arbitrators. The arbitration will be held in New York, New York, under the Rules of Arbitration of the American Arbitration Association. The arbitration shall be held in the English language. All arbitrators shall have experience resolving commercial disputes in the petroleum industry and shall have experience resolving disputes reasonably similar to the dispute they are called upon to resolve. The arbitration panel's decision shall be in writing and shall be supported by detailed findings of fact and conclusions of law. The arbitration decision shall be final and binding on all Parties thereto, except that the arbitration panel shall have no power to render a decision that contains clearly erroneous findings of fact or law. With the exception of any decision that contains clearly erroneous findings of fact or law, all costs and expenses of such arbitration shall be home in the manner determined by the panel. a http: / /www. sec .gov /Archives /edgar /datal l 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 124 of 130 with a copy to: c/o PBF Holding Company LLC One Sylvan Way, Second Floor Parsippany, New Jersey 07054 Attention: Jeffrey Dill, Senior Vice President & General Counsel E -Mail: jeffrey.dill @pbfenergy.com (b) Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent before 4:30 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the date delivered; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other. manner shall be deemed to have been given or made and to have been received only upon actual receipt. (c) Change of Address. Any Party may from time to time change its address under this Section 16.3 by notice to the other Party given in the manner provided by this Section 16.3. SECTION 16.4 Dispute Resolution. (a) Unless this Agreement expressly provides for a different dispute resolution process with respect to a particular dispute, this Section 16.4 shall apply to any dispute arising under or in connection with this Agreement (whether arising in contract, tort or otherwise, and whether arising at law or in equity), including: (i) any dispute regarding the construction, interpretation, performance, validity or enforceability of any provision of this Agreement or whether any Person is in compliance with, or in breach of, any provisions of this Agreement; and (ii) the applicability of this Section 16.4 to a particular dispute. (b) The provisions of this Section 16.4 shall be the exclusive method of resolving disputes. (c) All disputes arising out of or in connection with this Agreement, or the breach, termination, interpretation or invalidity thereof, shall first be referred to senior executives of the Parties designated for such purpose (each, a "Designated Executive "). Such referral shall toll the applicable statute of limitations. (d) If the Designated Executives fail to settle such dispute within thirty (30) days after it is referred to them, either of the Parties may refer the matter to arbitration before a panel of three (3) neutral arbitrators, with one arbitrator to be selected by http: / /www. see.gov /Archives /edgarldata11534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit c/o PBF Holding Company LLC One Sylvan Way, Second Floor_ Parsippany, New Jersey 07054 Attention: Matthew Lucey, President E -Mail: Matthew.Lucey @pbfenergy.com M. Page 123 of 130 http: / /www. sec .gov /Archivesledgarldatal l534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit Page 122 of 130 incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the Transaction (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers). Purchaser shall be solely responsible for all governmental fees and charges applicable to any requests for Regulatory Approvals or to the consummation of the Transaction. Notwithstanding the foregoing, Purchaser shall pay any and all recording and filing fees for recording any Deed or other recordable documents related to the sale of any Owned Real Property. SECTION 16.2 Payment of Taxes. Notwithstanding anything to the contrary in this Agreement, Purchaser shall be liable for and shall indemnify and hold Sellers harmless from and against any sales Tax, use Tax, direct or indirect real property transfer or gains Tax, documentary stamp Tax, value added Tax or similar Taxes and related fees attributable to the sale or transfer of the Assets ( "Transfer Taxes "). The Party required by law to file a Tax Return with respect to such Transfer Taxes shall timely prepare, with the other Party's cooperation, and file such Tax Return. If Sellers or any of their Affiliates file any such Tax Return, Purchaser shall reimburse Sellers for any Transfer Taxes paid by Sellers or such Affiliate in connection with the filing of such Tax Return within five (5) Business Days after receipt by Purchaser of a copy of such filed Tax Returns from Sellers. Purchaser and Sellers each agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) such Transfer Taxes. SECTION 16.3 Notices. (a) Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or registered mail return receipt requested, or (iii) sent by fax or other similar means of electronic communication, in each case to the applicable address set out below: If to Sellers, to: ExxonMobil Oil Corporation Mobil Pacific Pipeline Company 22777 Springwoods Village Parkway Spring, Texas 77389 Attention: DBDP Vice - President with a copy to: Exxon Mobil Corporation 22777 Springwoods Village Parkway Spring, Texas 77389 Attention: Downstream General Counsel If to Purchaser, to: http: / /www.sec.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit 67 Page 121 of 130 http: / /www. sec .gov /Archives /edgarl data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 MOxx Page 120 of 130 deed, lease or other instrument conveying all or part of the Assets to the maximum extent permitted by law. SECTION 15.9 Disclosure. Purchaser covenants and agrees to take all required actions and registration, where permitted by law, to disclose to any future purchaser of any of the Assets that such Assets have been subject to petroleum use and Purchaser shall fully disclose the Environmental condition of such Assets as of the date of transferring title to the future purchaser. Purchaser shall use its best efforts to ensure that this Section 15.9 shall be binding on Purchaser's transferees or successors or future purchasers of any Assets, and agrees to insert provisions similar to and having the same effect as those set forth in this Section 15.9 in any deed, lease or other instrument conveying all or part of the Assets to the maximum extent permitted by law. SECTION 15.10 Environmental Access Rights. Notwithstanding anything contained herein Purchaser shall make available all relevant information and provide timely, reasonable access to all employees with knowledge of any relevant facts, and cooperate fully with Sellers in connection with Sellers' (i) defense against or (ii) pursuit of indemnification in respect of any claim brought against Sellers. This clause shall not release Purchaser of its primary obligations to fully indemnify Sellers under this Agreement with regards to Environmental Matters and the Environmental Liabilities assumed by Purchaser hereunder. SECTION 15.11 Third Party Environmental Claims. Effective as of Closing, Sellers shall use their commercially reasonable efforts to assign all claims it has against Third Parties for any Environmental Matter related to the Assets to Purchaser including, in particular, claims against previous owners of the Assets. Purchaser agrees to accept such assignment. Sellers make no representation or warranty in respect of such claims being capable of being assigned to Purchaser, the existence or the enforceability of the assigned claims. Purchaser shall have no claim against Sellers under any legal principle in the event that such claims are not capable of being assigned to Purchaser, do not exist, or are not capable of being enforced by Purchaser. SECTION 15.12 No Additional Rights and Remedies. The Parties agree that, notwithstanding any other provision of this Agreement, the rights and remedies of the Parties with respect to Environmental Matters and Environmental Liabilities are limited to the rights and remedies explicitly contained in this Article XV, and Sections 2.3(g), 10.2(c) and 10.3(e) and that, except as set forth in such Article and Sections, no Environmental Matters or Environmental Liability shall give rise to any claims by Purchaser against Sellers or Sellers' current, former or future Affiliates based on any legal principle whatsoever. Except for any Off —Site Disposal Activities Losses and other Excluded Liabilities and any Category B- Liability of Sellers, Purchaser shall procure that none of its Affiliates, lenders or insurers, nor any of its or their relevant legal successors will make any claims against Sellers or against Sellers' current, former or future Affiliates or their relevant legal successors in relation to any Environmental Matter or Environmental Liability. ARTICLE XVI GENERAL SECTION 16.1 Expenses. Except as otherwise expressly provided herein, each Party shall be responsible for all costs and expenses (including any Taxes imposed on such expenses) http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit .. Page 119 of 130 http: / /www.see.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 118 of 130 other health care or medical clinic uses (other than medical facilities related to refinery, terminal and pipeline operations), child care, playground, schools, university or other solely educational purposes or agricultural uses to the maximum extent permitted by Applicable Law. Purchaser shall use its best efforts to ensure that this Section 15.6 shall be binding on Purchaser's transferees or successors or future Purchasers of the Assets and agrees to insert provisions similar to and having the same effect as those set forth in this Section 15.6 in any deed, lease or other instrument conveying all or part of the Assets to the maximUM extent permitted by law. SECTION 15.7 Restrictive Covenants. Purchaser agrees to execute a restrictive covenant to be contained in each Deed in respect of the Assets to run with and bind the Assets. Such restrictive covenants shall state, in respect of each Asset: (a) the acknowledgements and agreements of Purchaser contained in Section 15.2(a) hereof, (b) that the Assets, or any part thereof, shall not, at any time, be used for any residential, hospital or other health care or medical clinic uses, child care, playground, schools, university or other educational purposes or agricultural uses, to the maximum extent permitted by law; and (c) that Purchaser shall obtain from any subsequent transferee, assignee, lessee, licensee, occupier or successor in title of the Assets or any portion thereof, a covenant to observe and perform the covenants contained in this Section 15.7. Such restrictive covenants shall be registered against each of the Assets and shall be entered into by Purchaser for itself and its successors and assigns and shall be for the benefit of Sellers and their respective Affiliates, successors and assigns, their successors in title and occupiers of the Assets from time to time. SECTION 15.8 Remediation. After the Closing, as part of Purchaser's assumption of any and all Environmental Liabilities pursuant to this Article XV, Purchaser shall assume and be solely responsible for any remediation activities related to the Assets, including any requirements under the Corrective Action Orders set forth on Schedule 15.8, and shall take all prudent measures to maintain the integrity of any caps and other remediation measures where remediation activities have been completed and to prevent the disturbance of any residual Hazardous Substances remaining after remediation activities have been completed. Should Purchaser determine that any of the Assets is no longer intended to be used for the activities as they exist at Closing, then Purchaser covenants and agrees to execute and complete all assessment and remediation activities in compliance with any regulatory process, protocol which will lead to a "no further action ", acknowledgement, registration or confirmation that any such Asset has been remediated to a specific standard for future use. Furthermore, Purchaser will, where applicable, seek regulatory closure of Environmental Matters and ensure that said closure will extend to benefit Sellers. Purchaser shall use its best efforts to ensure that this Section 15.8 shall be binding on Purchaser's assignees, transferees or successors or future purchasers of any Assets, and agrees to insert provisions similar to and having the same effect as those set forth in this Section 15.8 in any http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit CE Page 117 of 130 http: / /www. sec. gov /Archives /edgar/ data / 1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Page 116 of 130 (e) not to request, or cause a Third Party to request, any Governmental Authority to (i) order Sellers to investigate Environmental Matters or (ii) to issue Orders against Sellers; and (f) that any development or redevelopment of any Asset shall, at the cost of Purchaser, adopt and use (i) all engineering and related technical assistance reasonably available from time to time for the protection of human health and the environment and (ii) appropriate Engineering Controls. SECTION 15.3 Acceptance. After the Closing Date, in consideration of the Purchase Price and the conditions set forth in this Agreement, Purchaser agrees (except in respect of any Off - Site Disposal Activities Losses and other Excluded Liabilities) to: (a) unconditionally, completely and forever assume and be liable for any and all Environmental Liabilities, whether occurring before, on, or after the Closing Date; (b) without prejudice to the above, comply with all Environmental Laws and continue to comply with. all remediation obligations at any of the Assets, including any Corrective Action Orders; (c) take any remediation activities that may be required under Environmental Law including as required by the Corrective Action Orders; and (d) unconditionally, completely and forever release and discharge Sellers from and against, any and all Environmental Liabilities whether occurring before, on, or after the Closing Date. SECTION 15.4 Environmental Indemnity. (a) From and after the Closing Date, Purchaser shall indemnify and defend Sellers from and against any and all Environmental Liabilities, other than any Off -Site Disposal Activities Losses and other Excluded Liabilities and any Category B- Liability of Sellers. For purposes of this Article XV, any indemnification of Sellers shall include Sellers and its past, present, current, former and future Affiliates, and each of their respective directors, assigns, officers, employees, agents and representatives, and all successors and assigns of the foregoing. SECTION 15.5 Covenant to Comply With Orders. From and after the Closing Date, in the event that any Order is issued by any Governmental Authority against the Purchaser, any of Purchaser's Affiliates, Sellers or any of Sellers' current, former or future Affiliates in respect of any Environmental Liability or any Environmental Matter (in each case, except for any Off -Site Disposal Activities Losses and other Excluded Liabilities and any Category B- Liability of Sellers) arising from, or related to the Assets, Purchaser shall, upon receipt of notice of such Order, forthwith take all steps necessary to (i) have Sellers and their aforementioned Affiliates removed from the applicability of the Order and (ii) discharge such Order at its sole risk, cost and expense. SECTION 15.6 Permitted Use. Purchaser covenants and agrees that the Assets herein conveyed or any part thereof, shall not, at any time, be used for any residential, hospital or http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit 'I Page 115 of 130 http: / /www. sec. gov /Archives /edgar/ data / 1534504 / 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit ARTICLE XV ENVIRONMENTAL MATTERS Page 114 of 130 SECTION 15.1 Environmental Liabilities. The provisions of this Article XV constitute an allocation of responsibility and risk for Environmental Liabilities as between Sellers and Purchaser. The rights and remedies in this Article XV, the assumption of the Environmental Liabilities in Section 2.3(g) and the indemnities set out in Sections 10.2(c) and 10.3(e) shall, notwithstanding any other provision of this Agreement be the exclusive rights and remedies available to the Parties with respect to Environmental Liabilities and Environmental Matters, and the Parties acknowledge that they expressly waive and relinquish all other rights and remedies in this regard. agrees: SECTION 15.2 Environmental Acknowledgements. Purchaser acknowledges and (a) that the Assets have been used for industrial purposes including processes relating to the refining, manufacture, storage, distribution and marketing of petroleum and petroleum -based products and other chemicals, and that the soil and sub -soil of the Assets and land and water adjacent thereto and drains, sewers, pipes, waters, water courses and groundwater at, under or in the vicinity of the Assets may have been, be, or become contaminated or impacted by oil, petroleum and petroleum -based products and other chemicals or other Hazardous Substances; (b) except as set forth in Section 5.14, that Sellers give no representation or warranty as to any Environmental Matters whatsoever, the state or condition of soil and groundwater at the Assets, the soil or sub -soil thereof, or the land and waters adjacent thereto, or any drains, sewers, pipes, waters, water courses or groundwater at, under, adjacent to or in the vicinity of the Assets, or their suitability for any future use; (c) that, except for any Off -Site Disposal Activities Losses and other Excluded Liabilities and any Category B- Liability of Sellers, any obligation (whenever arising) to investigate or to carry out remedial work on the soil or sub -soil of the Assets or the land and waters adjacent thereto, or any drains, sewers, pipes, waters, water courses or groundwater at, under, adjacent to or in the vicinity of the Assets (including in respect of ground water or any property in the vicinity to which any contamination may have migrated from or onto the Assets) may give rise to an Environmental Liability and that neither Sellers nor Sellers' Affiliates including any of their respective officers, directors, employees, agents or insurers shall have any liability in respect of any such Environmental Liabilities or Environmental Matters under this Agreement or otherwise; (d) except in respect of any Off -Site Disposal Activities Losses and other Excluded Liabilities and any Category B- Liability of Sellers, not to submit, and to cause Purchaser's Affiliates or any other Person not to submit to Sellers or Sellers' current, former or future Affiliates including any of their respective officers, directors, shareholders, employees, agents, representatives, trustees or insurers any claims relating in any manner to any Environmental Liability or Environmental Matter arising from, related to, or associated with the Assets; http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 IrMili:3i1i Page 113 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 112 of 130 Purchaser will not take any action on or after the Closing Date that could give rise to any Tax liability of Sellers or reduce any of its Tax assets. (b) Purchaser agrees that Purchaser will: (i) keep all Books and Records relating to any period starting prior to or through the Closing Date in accordance with and during the periods required under applicable statutory law or Tax regulations; and (ii) provide to Sellers or Sellers' Representatives, at the request of Sellers, reasonable access to copies of all relevant documents, data and information and permit access, during regular business hours, to the employees, accountants and auditors of Purchaser and copies of Books and Records and electronic data, in each case, to the extent relevant with respect to Tax audits, Tax assessments, Tax Contests or other Tax related proceedings relating to any period starting prior to or through the Closing Date. SECTION 14.5 Tax Proceeding. Sellers and Purchaser acknowledge and agree that there are pending Tax appeals contesting the valuation of the Assets for each of the Tax years 2010, 2011, 2012, 2013 and 2014 (collectively, the "Tax Appeals "). The application numbers of those appeals are as follows: Tax Year Application Number 2010 2010 - 020330 2011 2011 - 022613 2012 2012 - 012032 2013 2013 - 005136 2014 2014 - 003744 It is acknowledged and agreed that, to any extent necessary, Purchaser shall reasonably cooperate with Sellers' efforts to prosecute and resolve these Tax Appeals including, but not limited to, making the Assets available and providing, upon reasonable request and subject to a protective order, any and all documents necessary for the resolution of such Tax Appeals. It is further acknowledged and agreed that all refunds for overpayment of Property Taxes and interest thereon resulting from the Tax Appeals are Sellers' sole and exclusive property. If, for any reason, any part of any refund and interest thereon which is due to Sellers is credited against Taxes payable by Purchaser, Purchaser shall pay to Sellers as such Taxes become due and payable, without set off, such amount which Sellers would have received by way of refund and interest thereon. SECTION 14.6 Nature of Payments. Any payment under this Section 14.4 shall be treated as a reduction or, as the case may be, increase of the Purchase Price as between the Parties and the Parties shall act in good faith to agree on its allocation amongst the Assets. SECTION 14.7 Limitation. Purchaser's claims under this Article XIV shall be time - barred following the third anniversary of the Closing Date. 63 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 111 of 130 SECTION 14.3 Further Procedures after the Closing Date. (a) Following the Closing Date, Purchaser shall notify Sellers of any Tax audit or administrative or judicial proceeding it (or any of its Affiliates) receives that pertain to Taxes assessed on any of the Assets or the Sites for any pre - Closing period. Such notice shall be in writing and shall contain all relevant factual information describing the scope of the Tax audit or the asserted Tax liability in sufficient detail and shall include copies of any self - assessment notice or other document received from any Governmental Authority in respect of any such Tax audit or asserted Tax liability. Purchaser shall enable Sellers to participate in such Tax audit, including meetings, telephone calls and correspondence. with the Governmental Authority. Within a period of five (5) Business Days, Purchaser shall provide Sellers with copies of any notice, correspondence, Tax audit requests, Tax audit announcements, Tax audit findings, Tax audit reports (including drafts) and Tax assessments, in each case if related to Tax that may pertain to Tax assessments on any of the Assets or the Sites for any pre - Closing period. (b) Sellers may elect to direct at Sellers' own expenses, any audit, claim for refund and any administrative or judicial proceeding (each a "Tax Contest ") that may lead to a to Tax assessments on any of the Assets or the Sites for any pre - Closing period. Sellers shall within twenty (20) Business Days of receipt of Purchaser's written notice pursuant to Section 14.3(a) notify Purchaser of its intent to direct a Tax Contest, and Purchaser shall cooperate and follow Sellers' reasonable directions to the extent possible and legally permissible. Upon request by Sellers, Purchaser shall appoint counsel proposed by Sellers as an authorized representative with respect to all Tax Contests and grant such counsel authorization entitling it to receive all letters, notices, Tax assessments and announcements pertaining thereto. If Sellers do not elect to direct a Tax Contest or fail to notify Purchaser of the election as herein provided, Purchaser may not settle or compromise any asserted Tax liability for a pre - Closing period without the consent of Sellers, which consent shall not be unreasonably delayed or withheld. SECTION 14.4 Tax Covenants by Purchaser. (a) Purchaser agrees that, except as legally required by a Tax authority or otherwise required by law and after having given Sellers the opportunity to intervene, 62 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit 61 Page 110 of 130 http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 I - dorado... 4/27/2016 Exhibit Page 109 of 130 SECTION 13.4 No Patent Rights. Nothing in this Agreement shall be construed as an obligation on Sellers or Affiliates of Sellers to obtain or maintain patent rights. Notwithstanding the foregoing or any other terms of this Agreement, Purchaser shall be solely responsible for obtaining any consents, assignments of rights or licenses with respect to any third parry patents, copyrights, trademarks, trade secrets, technology or other Intellectual Property (including process and software licenses) used in the operation of the Assets. SECTION 13.5 No Representation. Notwithstanding anything else in this Agreement, Sellers makes no representation or warranty, express, implied or statutory, with respect to patent rights, or as to Purchaser's freedom under the intellectual property rights of others to use or to operate under any patent rights. ARTICLE XIV TAX MATTERS SECTION 14.1 Property Taxes. With respect to any real property, personal property, ad valorem and other similar Tax ( "Property Taxes "), including payments in- lieu -of Property Taxes, assessed on any of the Assets or the Sites for a Straddle Period, the liability for such Property Taxes shall be prorated on a daily basis between Sellers, on the one hand, and Purchaser, on the other hand, as of the Closing Date, (a) with Sellers being liable for the portion of such Property Taxes equal to the product of (i) the amount of such Property Taxes for the entirety of the Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the total number of days in the Straddle Period, and (b) with Purchaser being liable for the remainder of such Property Taxes. On or prior to the Closing Date, Purchaser and Sellers shall, in good faith, estimate the amount of Property Taxes payable by Sellers and Purchaser with regard to Straddle Periods pursuant to this Section 14.1 (the "Estimated Property Taxes "), and (A) to the extent that Sellers have not prepaid any such Property Taxes, Purchaser shall receive a credit against the amount due to Sellers at Closing for the amount of the Estimated Property Taxes payable by Sellers with regard to such Straddle Periods and (B) in the event that Sellers have prepaid any such Property, Sellers shall receive a credit from Purchaser at the Closing for the amount of the Estimated Property Taxes prepaid by Sellers with regard to the' Estimated Property Taxes payable by Purchaser for such Straddle Period. If the Property Taxes for a Straddle Period cannot be reasonably determined prior to the Closing because the applicable Tax rate or assessment with respect to the applicable Assets or Sites is not fixed for such Straddle Period, the amount of the Estimated Property Taxes shall be determined based upon the amount of the applicable Property Taxes for the preceding Tax period; provided, that Sellers and Purchaser shall recalculate and re- prorate said Property Taxes and make the necessary adjustments and payments promptly (but in no event later than three (3) Business Days before the Property Taxes are due to be paid (taking into account any valid extensions)) following the issuance, and on the basis, of the actual Property Tax bills received for such Straddle Period. To the extent that any Seller (or any Affiliate of any Seller), from and after the Closing, receives any bill, assessment or other notice of any such Property Taxes due for any Straddle Period, Sellers shall promptly forward a copy of such bill, assessment or other notice to Purchaser. SECTION 14.2 Transaction - Related Taxes. All transaction- related registration taxes and stamp duties and other transfer Taxes shall be payable or otherwise borne by Purchaser. http: / /www. sec.gov/ Archives /edgar/ data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit 6117 Page 108 of 130 http: / /www. see.gov /Archives /edgarldata1 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 107 of 130 (c) No claims regarding any matter whatsoever, whether or not arising from events occurring prior to the Closing, shall be made by Purchaser against or with respect to any of the ExxonMobil Policies regardless of their date of issuance. SECTION 12.3 Post - Closing Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, Purchaser's insurance policy(ies) shall: (1) name Sellers and their Affiliates as additional insureds for liabilities arising from or assumed under this Agreement; and (2) be primary as to all other policies (including any deductibles or self - insured retentions). It is further agreed that Purchaser and its insurer(s) providing coverage shall waive all rights of subrogation and/or contribution against Sellers and their Affiliates to the extent liabilities are assumed by Purchaser. SECTION 12.4 Insurance Indemnity. Purchaser shall indemnify and defend Sellers, their parent and Affiliates against, and shall hold them harmless from, any claim made after the Closing against any of the ExxonMobil Policies by Purchaser or its Affiliates or any Person claiming any right to coverage on behalf of or for the benefit of Purchaser or its Affiliates under the ExxonMobil Policies, including all costs and expenses (including attorneys' fees) related thereto. Such indemnity shall cover, without limitation, any claim by an insurer for reinsurance, retrospective premium payments or prospective premium increases attributable to any such claim. Purchaser acknowledges and agrees that Sellers shall, on or before the Closing Date, pay all outstanding retrospective premiums to local insurers in respect of any ExxonMobil Policies related to the Assets. ARTICLE XIII TECHNOLOGY SECTION 13.1 System Transition Plan. Sellers and Purchaser have agreed the steps necessary to transfer the Systems Information to Purchaser in accordance with the System Transition Plan. SECTION 13.2 System Transition Costs. Purchaser and Sellers acknowledge and agree that, to the extent that any systems transitions costs are incurred in connection with the System Transition Plan, such costs shall be allocated to the Parties in accordance with the provisions of Schedule 8.1(c). SECTION 13.3 Technology Agreements. Purchaser acknowledges and agrees that the sole rights Purchaser shall have to use the Intellectual Property of Sellers from and after the Closing Date are as set out in the Refining Technology Agreement and Logistics Technology Agreement setting forth a paid -up, non - exclusive license with rights to use the ExxonMobil proprietary process technologies currently in use at the Sites.. Purchaser is bound by the limitations set out in such Technology Agreements and nothing in this Agreement shall be interpreted to expand any of those rights. For the avoidance of doubt, any Intellectual Property of Sellers at the Sites prior to the Closing Date that is not specified in the Technology Agreements shall be deemed to be excluded, and shall be returned or deemed returned to Sellers and excluded from use by Purchaser. The Technical Assistance Agreement shall set forth the fees payable by Purchaser to Sellers (or their Affiliates) in consideration of the use of any additional technology of Sellers (or their Affiliates) outside the Refining Technology Agreement and Logistics Technology Agreement. http://www.sec.gov/Archives/edgar/data/I 534504/ 000153450415000076 /exhibit21- dorado... 4/27/2016 Exhibit 59 Page 106 of 130 http: / /www. see.gov /Archivesledgar /data/ 1534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit Page 105 of 130 of its Affiliates (including general communications to all the Employees as part of the transition process) that is not targeted at employees of the Purchaser or any of Purchaser's Affiliates, or (b) contacts a Seller or its Affiliates directly on such individual's own initiative; and further provided that this paragraph shall not preclude the Purchaser or its Affiliates from soliciting for employment or hiring any Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of the Purchaser or any of its Affiliates that is not targeted at employees of a Seller or any Seller's Affiliate, or (ii) contacts the Purchaser or its Affiliates directly on such individual's own initiative. Furthermore, for employees of Sellers primarily engaged in the operations of the Assets but who are not Included Employees, in the event any of such employees approach Sellers about the potential of such employee seeking employment with Purchaser at Closing, Sellers agree not to prohibit such employee from doing so. ARTICLE XII INSURANCE SECTION 12.1 ExxonMobil Policies. Purchaser acknowledges that Exxon Mobil Corporation maintains a worldwide program of property. and liability insurance coverage for itself and its Affiliates, including Sellers. This program has been designed to achieve a coordinated risk management package for the entire ExxonMobil corporate group. The program consists principally of four types of policies: (a) policies issued to Exxon Mobil Corporation or its predecessors; (b) policies issued directly to Affiliates by ExxonMobil's wholly -owned insurance company, Ancon Insurance Company, Inc., (herein referred to as "ExxonMobil's Captive Insurer "); (c) policies issued to Affiliates by locally admitted insurers which are reinsured by ExxonMobil's Captive Insurer; and (d) policies issued to Affiliates by locally admitted insurers which are self - insured by way of retrospective premiums paid by the relevant Affiliate. All of the insurance policies through which the worldwide program of coverage is presently or has previously been provided by or to Exxon Mobil Corporation, its predecessors or affiliates are herein referred to collectively as the "ExxonMobil Policies ". SECTION 12.2 Purchaser's Insurance. It is understood and agreed by Purchaser that from and after the Closing: (a) No insurance coverage shall be provided under the ExxonMobil Policies to Purchaser, or the Assets; (b) Any and all policies insured or reinsured by any of ExxonMobil's Captive Insurer which, but for this provision, would have insured the Assets shall be deemed terminated, commuted and cancelled ab initio; and http: / /www. sec .gov /Archives /edgar /data/l 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit m Page 104 of 130 http: / /www.sec.gov /Archives /edgar/ data / 1534504 / 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 103 of 130 representation advisable. The Indemnified Parry shall co- operate with the Indemnifying Parry so as to permit the Indemnifying Party to conduct such negotiation, settlement and defense and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. (c) If, having elected to assume control of the negotiation, settlement or defense of the Third Party Claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defense with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be liable for all costs of the Indemnified Party and shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim (including prosecution of appeals of any Order until final). (d) If the Indemnifying Party fails to assume control of the defense of any Third Parry Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and the Indemnifying Party shall be liable for all costs of the Indemnified Party and shall be bound by the results obtained by the Indemnified Parry with respect to such Third Party Claim; rop vided that in respect of any Category B- Liability, no settlement of such Category B- Liability shall be made without the written consent of Sellers if Sellers have acknowledged Purchaser's indemnification right in the event of such Category B- Liability. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. SECTION 10.9 Set -off. Neither Party shall be entitled to set off the amount of any Losses subject to indemnification under this Agreement against any other amounts payable by such Party to the other Party whether under this Agreement or otherwise. ARTICLE XI EMPLOYEES AND EMPLOYEE BENEFITS SECTION 11.1 Employees. Sellers and Purchaser agree as set forth in Schedule 11.1 in respect of Included Employees and Transferred Employees. SECTION 11.2 Covenant Not to Interfere. Each of Sellers and Purchaser hereby covenant and agree that, unless this Agreement is terminated, for a period of three (3) years after the Effective Date, it will not, whether for its own account or for the account of any other person, endeavor to entice away from the other any Employee or Transferred Employee, except with the written permission of such person's employer or as otherwise specifically contemplated by this Agreement; provided, that this paragraph shall not preclude the Sellers or their respective Affiliates from soliciting for employment or hiring any Transferred Employee who (a) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of a Seller or any http: / /www. sec. gov / Archives /edgarl data / 1534504 / 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 101 of 130 all insurance policies covering any Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. In the event that an insurance recovery is made by any party with respect to any Losses for which any such Person has been indemnified hereunder and has received funds in the amount of the Losses or portion thereof, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Indemnifying Party. (h) In calculating the amount of Losses under this Article X, there shall be deducted an amount equal to any Tax benefit to the party claiming such Losses or to any of its Affiliates from being able to claim a Tax loss or Tax credit as a result of such Losses and the amount of any such Losses shall be increased by any Tax detriment incurred by the party or its Affiliates attributable to the receipt or the right to receive an indemnification payment with respect to such Losses. The amount of any such Tax benefit or Tax detriment shall reflect the present value of such Tax benefit or Tax detriment (whether realized in the year the indemnification payment is made or later), computed as of the date of any indemnification payment (using the interest rate determined under Section 6621(a)(2) of the Code for the period in which the payment is made, and assuming the indemnified party has incurred such liability or has sufficient taxable income or other Tax attributes to permit the utilization of any such Tax benefit at the earliest possible time, and assuming that the indemnified party's applicable combined effective Tax rate is forty percent (40 %) for each taxable period). SECTION 10.7 No Duplication. Any amounts payable pursuant to the indemnification obligations under this Article X shall be paid without duplication and in no event shall any Party hereto be indemnified under different provisions of this Agreement for the same Losses. SECTION 10.8 Third Party Claims. In the case of a Third Party Claim (including a Category B- Liability), the provisions in the following paragraphs of this Section 10.8 apply. (a) The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Third Party Claim and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any Third Party Claim, it shall, within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so. (b) If the Indemnifying Party elects to assume control as contemplated in this Section 10.8, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the status and progress of the Third Party Claim, and the Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defense of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party requests the Indemnified Party to so participate, or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Parry that would make such separate http: / /www.sec.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit M Page 100 of 130 http: / /www.sec.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 99 of 130 (c) Sellers shall not be liable for a Loss if: (i) the underlying facts, matters or circumstances in respect of the breach have been disclosed in the Due Diligence Materials to any of Purchaser's knowledge parties set forth on Schedule 10.6(c)(i) prior to the Closing Date; or (ii) Purchaser waives such breach by consummating the Transaction even though any of Purchaser's knowledge parties set forth on Schedule 10.6(c)(i) had knowledge of the underlying facts, matters or circumstances in respect of the breach and did not expressly reserve, in writing prior to the Closing Date, its rights under this Agreement with respect to such breach. (d) A Party shall not be liable for a Loss if a court of competent jurisdiction or arbitrator shall have determined by final judgment that such Loss (or a portion thereof) resulted from the fraud, gross negligence or willful misconduct of the Person seeking indemnification. (e) Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable to the other for any consequential, incidental, indirect, special or punitive damages of such Indemnified Party, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses, unless, in each such case, legally awarded, or legally required to be paid, to a third -party in respect of a claim pursuant to the indemnification obligations hereunder. (f) Notwithstanding anything to the contrary contained in this Article X, after the Closing (i) neither Party shall have liability to the other Party for Losses under Section 10.2(a), Section 10.2(d) or Section 10.3(a) until the amount of Losses resulting from any single or aggregated claims arising out of the same breach (with respect to Section 10.2(a) or Section 10.3(a)) or the same facts, events or circumstances, exceeds Five Hundred Thousand Dollars ($500,000) (the "Mini- Basket "), and then, in such case, the entire amount of such Losses shall be indemnified, (ii) neither Party shall have liability to the other Party's Indemnified Parties under Section 10.2(a), Section 10.2(d) or Section 10.3(a) until, excluding claims that are less than the Mini- Basket, the amount of Losses incurred relating thereto exceed, in the aggregate, Three Million Dollars ($3,000,000) (the "Threshold "), whereupon the Indemnified Parties shall be entitled to indemnification for the full amount of such Losses, and (iii) in no event shall the aggregate liability of Sellers under Section 10.2(a) or Section 10.2(d) exceed an amount equal to ten percent (10 %) of the Base Price (the "Cap "), except that the aggregate liability of Sellers in respect of the representations and warranties contained in Section 5.6 shall be the Base Price. (g) The amount of any Losses for which indemnification is provided under this Article X shall be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies or indemnity or contribution agreements or otherwise with respect to such Losses. The Indemnified Party shall seek full recovery under http: / /www. sec .gov /Archives /edgarldatall534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 98 of 130 (a) the factual basis for the Third Party Claim; (b) copies of all relevant pleadings, demands and other papers served on the Indemnified Party; and (c) the amount of the potential Losses arising therefrom (or if not finally determined, a good faith estimate thereof). SECTION 10.5 Time Limits for Notice of Claim. (a) Purchaser shall provide Sellers written notice of any account of Losses (a "Notice of Claim ") within thirty (30) Business Days after (i) Purchaser actually became aware of the Losses or (ii) receipt by Purchaser of a notice of a Third Parry Claim. (b) Any liability of Sellers for Losses shall be reduced or excluded completely if, and to the extent, that any damages arising from such breach have been caused or aggravated by virtue of Purchaser's failure to give a Notice of Claim within the time periods in Section 10.5(a). Notwithstanding anything contained in this Agreement to the contrary, Sellers shall have no liability for any Losses unless Purchaser shall deliver to Sellers a Notice of Claim on or before thirty (30) days after the expiration of the applicable survival period set forth in Section 10.1. Any claim duly notified to Sellers prior to such time shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably precluded and forfeited six (6) months after such time, unless Legal Proceedings have been initiated by Purchaser with respect to such claim and Purchaser is vigorously pursuing such claim. SECTION 10.6 Limitations of Liability. The following limitations shall apply to any claim by a Party: (a) Neither Party be liable under this Agreement for any Losses if and to the extent that any such Loss is attributable to a failure by a Party: (i) to mitigate Losses; or (ii) to comply with the requirements under Section 10.5: (b) . A Party shall not be liable for any Losses which: (i) are reflected as a write -off, value adjustment, liability or provision including general adjustments or provisions made for the respective risk category in any item included in the Final Working Capital Amount or have been taken into account in the calculation of the Purchase Price; (ii) result from (or are increased by) a change of accounting policy or practice or the length of any accounting period introduced after the Closing Date. 55 http: / /www. sec. gov / Archives /edgar/ data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 97 of 130 http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2l-dorado... 4/27/2016 Exhibit Page 96 of 130 SECTION 10.2 Indemnity by Sellers. From and after the Closing and subject to the provisions of this Article X, Sellers shall indemnify and hold harmless Purchaser's Indemnified Parties from and against any and all Losses arising from, in connection with or related in any manner whatsoever to: (a) any breach of any representation or warranty of Sellers contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement; (b) any breach or any non - fulfillment of any covenant or agreement on the part of Sellers contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement; (c) any pre - Closing Off -Site Disposal Activities (such Losses, the "Off -Site Disposal Activities Losses "); (d) Sellers' Proportionate Share of any Category B- Liability if the Legal Proceeding in respect of the Third Party Claim arises, and written notice of such claim is received by Sellers, on or prior to the first anniversary of the Closing Date; and (e) any Excluded Liabilities. SECTION 10.3 Indemnity by Purchaser. From and after the Closing and subject to the provisions of this Article X, Purchaser shall indemnify and hold harmless Sellers' Indemnified Parties from and against any and all Losses arising from, in connection with or related in any manner whatsoever to: (a) any breach of any representation or warranty of Purchaser contained in Us Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (b) any breach or non - fulfillment of any covenant or agreement on the part of Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (c) any Assumed Liabilities; (d) any Liabilities relating to the Assets, accruing on or after the Effective Date other than Excluded Liabilities; and (e) any Environmental Liabilities in accordance with Article XV, other than any Off -Site Disposal Activities Losses. SECTION 10.4 Third Party Claim. If an Indemnified Party receives written notice of a claim by a Third Party against an Indemnified Party (a "Third Party Claim "), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party and shall also specify with reasonable particularity (to the extent that the information is available): http://www.sce.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 I - dorado... 4/27/2016 Exhibit 53 Page 95 of 130 http: / /www. sec .gov /Archives /edgar /data/l 534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit Page 94 of 130 be affected thereby and (iii) no such termination shall relieve any Party hereto from liability . for any breach of any representation, warranty or covenant contained in this Agreement. (b) If this Agreement is validly terminated by Purchaser pursuant to Section 9.5(b), (i) the Parties shall instruct the Escrow Agent to disburse the Deposit as set forth in Section 3.2(b)(ii) and (ii) Seller shall reimburse Purchaser's reasonable and documented out -of- pocket third party costs (which shall specifically exclude any costs paid by Purchaser to any of its Affiliates) actually incurred by Purchaser in connection with its evaluation, investigation and negotiation of the transactions contemplated by this Agreement; provided, however, that Sellers' aggregate liability pursuant to such termination for any such breach shall in no event exceed Two Million Dollars ($2,000,000). Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 9.6(b) shall be Purchaser's exclusive remedy for such termination of this Agreement. ARTICLE X INDEMNIFICATION SECTION 10.1 Survival. (a) The representations and warranties contained in this Agreement shall survive until the one (1) year anniversary of the Closing Date, except that the representations and warranties of Sellers set forth in Section 5.4 shall survive until the ninety (90) days following the expiration of the applicable statute of limitations, at which time they shall terminate and no claims shall be made for indemnification under Section 10.2(a) or Section 10.3(a). (b) The covenants and agreements in this Agreement which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing. For the avoidance of doubt, (i) any covenant or agreement of the Parties that was to be performed at or prior to the Closing Date and was not duly performed in accordance with this Agreement shall, unless such non - performance was waived in writing by the Party entitled to the benefit of such covenant or agreement, survives the Closing until the date that is one (1) year after the Closing Date, and any covenant or agreement of a Party that by its terms is to be performed after the Closing Date shall survive the Closing Date until such covenant shall either have been duly performed in accordance with the terms of this Agreement or waived in writing. (c) It is the express intent of the Parties that, if the applicable period for an item as contemplated by this Section 10.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Patties further acknowledge that the time periods set forth in this Section 10.1 for the assertion of claims, under this Agreement are the result of arms' length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Patties. http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 I - dorado... 4/27/2016 Exhibit Page 93 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 92 of 130 SECTION 9.5 Termination. This Agreement may be terminated and the consummation of the Transaction shall be abandoned on or prior to the Closing: (a) by mutual written consent of Sellers and Purchaser; (b) by written notice from Purchaser to Sellers pursuant to Section 9.3; (c) by written notice from Sellers to Purchaser pursuant to Section 9.4; (d) by written notice of Sellers or Purchaser to the other, in the event that any Applicable Law or final and non - appealable Order by a Governmental Authority of competent jurisdiction enjoins, prevents, restrains or otherwise prohibits the consummation of the Transaction, so long as Sellers or Purchaser, as applicable, complied with the proviso in Section 9.2(g)(i) or Section 9.1(c), respectively; (e) by written notice of Sellers to Purchaser, if the condition in Section 9.2(g) Q is not satisfied; (f) by written notice of Sellers or Purchaser to the other, if the Closing has not occurred by the Long Stop Date, so long as the failure to consummate the transaction on or before such date did not result from a breach of any provision of this Agreement by the Party seeking to terminate this Agreement; provided, however, that if on the Long Stop Date, all Closing conditions have been satisfied (other than the Closing conditions set forth in Section 9.1(d), Section 9.1(h), Section 9.2(d) and Section 9.2(e), then Sellers may extend the Long Stop Date for an additional 6 months by delivery of written notice of such extension to Purchaser no fewer than 5 Business Days before the initial Long Stop Date; and provided, further, however, that the right to terminate this Agreement under this Section 9.5(fl shall not be available to either Party whose failure to take any action required to fulfill any obligation under this Agreement (including the failure to act in good faith or to use commercially reasonable efforts to cause the Closing conditions of the other Party to be satisfied, including as required by Section shall have been the cause of, or shall have resulted in, the failure of the Closing to occur before such date; (g) by written notice of Sellers to Purchaser pursuant to Section 3.2(b)(iv); or (h) by written notice of Sellers or Purchaser to the other pursuant to Section 8.12(c) or Section 8.12(d)(ii). SECTION 9.6 Effect of Termination. (a) If this Agreement is validly terminated by Sellers or by Purchaser under Section 9.5, all further obligations of the Parties under this Agreement shall terminate and such termination shall be without liability to the Parties, except that (i) the obligations under Sections 3.2, 8_3 and 16.1 and this Section 9.6 shall survive such termination and not M http: / /www. sec .gov /Archives /edgar /data/l534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 91 of 130 (e) Purchaser shall have obtained the Environmental Permits and other Permits necessary to operate the Assets in the ordinary course as historically operated; (f) Purchaser shall have obtained Authorization for the assignment and assumption of the Corrective Action Orders; and (g) There shall not be (i) in effect any Order by a Governmental Authority of competent jurisdiction enjoining, preventing, restraining or otherwise prohibiting the consummation of the Transaction; provided, that prior to asserting the failure of this condition Sellers shall have used their respective commercially reasonable efforts to have such Order vacated or (ii) a Burdensome Condition. SECTION 9.3 Sellers' Condition Not Fulfilled. If Sellers shall have breached any representation, warranty, covenant or agreement such that it (i) would give rise to a failure of Section 9.1(a) or Section 9.1(b) and (ii) cannot be cured or, if curable, has not been cured by the earlier of (x) thirty (30) days following written notice thereof is given by Purchaser and (y) the Long Stop Date; then Purchaser in its sole discretion may, without limiting any rights or remedies available to Purchaser at law or in equity, either: (a) terminate this Agreement by written notice to Sellers; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of non - fulfillment of any other condition, provided, that Purchaser's right to terminate this Agreement pursuant to Section 9.3(a) shall not be available to Purchaser if Purchaser is in material breach of any covenant or other agreement contained in this Agreement. SECTION 9.4 Purchaser's Condition Not Fulfilled. If any condition in Section 9.2 is not satisfied or waived on or prior to the Closing Date or, in the case of, if Purchaser shall have breached any representation, warranty, covenant or agreement such that it (i) would give rise to a failure of Section 9.2(a) or 21 (121 and (ii) cannot be cured or, if curable, has not been cured by the earlier of (x) thirty (30) days following written notice thereof is given by Sellers and (y) the Long Stop Date; then Sellers in their sole discretion may, without limiting any rights or remedies available to Sellers at law or in equity, either: (a) terminate this Agreement by written notice to Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of non- fulfilhnent of any other condition, provided, that Sellers' right to terminate this Agreement pursuant to Section 9.4(a) shall not be available to Sellers if Sellers are in material breach of any covenant or other agreement contained in this Agreement. 51 http: / /www.see.gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Page 90 of 130 http: / /www. sec .gov /Archives /edgarldata11534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 89 of 130 (e) There shall not be in effect any Order by a Governmental Authority of competent jurisdiction enjoining, preventing, restraining or otherwise prohibiting the consummation of the Transaction; Provided that prior to asserting the failure of this condition Sellers shall have used their respective commercially reasonable efforts to have such Order vacated. (f) The Refinery and the Assets shall be in good working order and shall have operated for a period of at least fifteen (15) consecutive days after the Specified Matters Remediation in accordance with the restart criteria set out in Schedule 9.1(fl; and (g) Subject to performance by Purchaser of its material obligations under the Pre - Closing Transition (including the System Transition Plan), the Pre - Closing Transition (including the System Transition Plan) shall have been completed in all material respects in accordance with Schedule 8.14. (h) The Required Permits set forth on Schedule 9.1(h) shall have been obtained or reasonable assurance of obtaining such Required Permits shall have been received that allows Purchaser to operate in the interim. (i) The requirements of Schedule 9.1(i) shall have been met. SECTION 9.2 Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the Transaction is subject to the satisfaction or waiver, on or prior to Closing, of the following conditions: (a) The representations and warranties of Purchaser in Article VI shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct in all material respects only as of such particular date); (b) Purchaser shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by Purchaser on or prior to the Closing Date; (c) Subject to performance by Seller of its material obligations under the Pre - Closing Transition (including the System Transition Plan), the Pre - Closing Transition (including the System Transition Plan) shall have been completed in all material respects in accordance with Schedule 8.14. (d) (i) (x) all waiting periods and other approvals applicable to the Transaction under HSR Act shall have expired or been earlier terminated or (y) Purchaser shall have obtained written notification from a Governmental Authority to the effect that the Transaction does not violate the antitrust laws of the United States and (ii) Purchaser shall have obtained the approvals or consents set forth on Schedule 9.1(d)(ii) from the relevant Governmental Authority and such approvals or consents shall be in effect on the Closing Date; 50 http: / /www.sec.gov/ Archives /edgar/ data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 88 of 130 (f) Purchaser shall allow Sellers and their agents reasonable access to the Municipally Financed Property at reasonable times and upon reasonable notice and shall provide such additional information as Sellers may reasonably request for the purpose of determining whether the Municipally Financed Property is being used for a Qualifying Purpose or for determining whether or demonstrating that the Bonds (or any bonds issued to refund the Bonds) are, were or will be exempt from Tax. (g) Sellers agree to give Purchaser notice within ten (10) days after any refinancing of the Bonds using tax exempt bonds. Sellers further agree to give Purchaser notice within ten (10) days after any redemption of the bonds and, to the extent all Bonds have been redeemed, Sellers' and Purchaser's obligation under this Section 8.13 will cease. SECTION 8.14 Pre - Closing Transition. During the Interim Period, Sellers and Purchaser shall use commercially reasonable efforts to complete the pre - closing transition process set forth on Schedule 8.14 (collectively, the "Pre- Closing Transition "). ARTICLE IX CONDITIONS TO CLOSING SECTION 9.1 Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the Transaction is subject to the satisfaction or waiver, on or prior to Closing, of the following conditions: (a) The representations and warranties of Sellers set forth in Article V shall be true and correct in all material respqcts as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct in all material respects only as of such particular date); (b) Sellers shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date; (c) There shall not be in effect any Order by a Governmental Authority of competent jurisdiction enjoining, preventing, restraining or otherwise prohibiting the consummation of the Transaction; provided, that prior to asserting the failure of this condition Purchaser shall have used its commercially reasonable efforts to have such Order vacated; (d) (i) (x) all waiting periods and other approvals applicable to the Transaction under the HSR Act shall have expired or been earlier terminated or (y) Sellers shall have obtained written notification from a Governmental Authority to the effect that the Transaction does not violate the antitrust laws of the United States, (ii) Sellers shall have obtained the approvals or consents set forth on Schedule 9.1(d)(ii) from the relevant Governmental Authority and such approvals or consents shall be in effect on the Closing Date; and M http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit21- dorado... 4/27/2016 Exhibit m Page 87 of 130 http: / /www.sec.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 86 of 130 (d) Purchaser agrees that if any of the Municipally Financed Property is retired from service, or ceases to be used for the Qualifying Purposes, it will provide written notice to Sellers within ten (10) days of the decision to retire such property or the date such property ceases to be used for such Qualifying Purpose, describing in such detail as Sellers may reasonably require the facilities or equipment retired from service or ceasing to be used for a Qualifying Purpose and the use, if any, that is intended to be made of such property. Purchaser further agrees to notify Sellers within ten (10) days of the occurrence of any of the following events and Purchaser shall not be obligated to take any further action with respect to the Bonds: (i) the Municipally Financed Property is damaged or destroyed to such an extent that either (A) the required restoration and repair could not reasonably be expected to be completed within a period of six (6) months after commencement of restoration or repair, (B) Purchaser (or any subsequent assignee) is prevented or would likely be prevented from using the Municipally Financed Property for its normal purposes for a period of six (6) months or more or (C) the cost of restoration and repair would exceed twenty million dollars ($20,000,000); (ii) title to the whole or any part of the Municipally Financed Property or the use of possession thereof is taken or condemned by a Governmental Entity to such an extent that Purchaser (or any subsequent assignee) is prevented or would likely be prevented from using the Municipally Financed Property for its normal purposes for a period of six (6) months or more; (iii) changes, which Purchaser cannot reasonably control or overcome, in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Municipally Financed Property as pollution control or sewage facilities shall have occurred, or technological or other changes shall have occurred, which render the continued operation of the Municipally Financed Property uneconomic for such purposes; or (iv) unreasonable burdens of excessive Liabilities are imposed upon Purchaser (or any subsequent assignee) with respect to the Municipally Financed Property or the operation of the Municipally Financed Property, including, Taxes other than such Taxes as are currently imposed on the Closing Date, including ad valorem taxes imposed on the Closing Date, upon privately owned property used for the same general purposes as the Municipally Financed Property. (e) Purchaser agrees not to sell or otherwise transfer the Municipally Financed Property to any Person unless the buyer or transferee agrees to comply with the requirements of this Section 8.13. Purchaser further agrees that, upon any sale, conveyance or other transfer of the Municipally Financed Property or transfer of control of the Municipally Financed Property to any Person, it shall include a provision similar to this Section 8.13 in any document of 'sale, conveyance or other transfer of the Municipally Financed Property or any document transferring control of the Municipally Financed Property. http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 85 of 130 in Section 16.4 for resolution after the Closing, with no reduction of the Purchase Price at Closing and a post - Closing adjustment to the Purchase Price equal to the finally - determined Repair Costs. (e) In the event of a Taking where the award that may be made in such proceeding has not been previously paid to Sellers, Purchaser shall, from and after Closing, diligently pursue from any condemner the entire award(s) that may be made in any such proceeding and shall be entitled to collect such award(s), without deduction, to be paid out as follows: subject to actual receipt of such award(s) by Purchaser and within ten (10) Business Days of such receipt, (i) Purchaser shall pay to Sellers all such amounts, up to the amount Sellers incurred for all repairs or replacements under Section 8.12(b)(i) or the amount of the Purchase Price reduction under Section 8.12(b)(ii), and (ii) the Purchaser shall be entitled to retain the balance (if any) of such award(s). (f) Any adjustment of the Purchase Price pursuant to Section 8.12(b)(ii) which is necessary to reflect a final determination of Repair Costs after the Closing shall be made as follows: (i) an adjustment in favor of Purchaser shall be paid in immediately available funds by Sellers to Purchaser; and (ii) an adjustment in favor of Sellers shall be paid in immediately available funds to the extent the Purchase Price had been reduced pursuant to this Section 8.12. Any such reduction, refund or payment shall be made within ten (10) Business Days after such final determination. (g) In the event of a Repair Cost Dispute, the Closing Date and the Long Stop Date shall be deferred until (i) ten (10) Business Days after receipt of the Third -Party Estimate, or (ii) if Sellers elect the option in Section 8.12(b)(i), as provided therein. SECTION 8.13 Municipally Financed Property. (a) Sellers have informed Purchaser that certain of the Assets described on Schedule 8.13 (the "Municipally Financed Property") have been financed with the proceeds of certain bonds (the "Bonds ") issued as part of financings on November 14, 2000, March 16, 2001 and February 1, 2007. The Bonds have maturity dates of April 1, 2017 and December 1 2029, Sellers have provided Purchaser copies of the relevant agreements and the final Offering Circular issued in connection with the Bonds and copies of the relevant agreements issued in connection with the Bonds. (Such documents are listed on Schedule 8.13(a)). (b) Purchaser represents and warrants to Sellers that it has no present intention of allowing the disposal or abandonment of the Municipally Financed Property nor of directing the use of the Municipally Financed Property for purposes other than pollution control (a "Qualifying Purpose ") and that it intends to cause the Municipally Financed Property to be operated as pollution control facilities. (c) Purchaser shall have no Liability under the Bonds. 47 http: / /www. sec .gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 84 of 130 http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 83 of 130 for the repair or replacement of the affected Asset at Sellers' cost prior to the Closing, in which case the Purchaser's obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until ten (10) Business Days after repairs or replacement have been completed and the affected Asset has been restored to at least a substantially comparable performance in all material respects as compared to that prior to the Casualty or Taking, or (ii) negotiate with the Purchaser to reduce the Purchase Price by an amount agreed to by Sellers and the Purchaser to reflect the cost to repair or replace the affected Asset (the "Repair Costs "), in which case, the Closing Date and the Long Stop Date shall not be deferred unless there is a Repair Cost Dispute as provided in Section 8.12(d). (c) If Sellers elect to proceed with Section 8.12(b)(ii) and Sellers and the Purchaser agree on the Repair Costs within fifteen (15) days of the Purchaser's receipt of Sellers' notice of the Casualty or Taking, as the case may be (the "Repair Negotiation Period "), the Purchaser's obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. Notwithstanding the foregoing, if the Parties mutually agree that the Repair Costs are greater than an amount equal to thirty percent (30 %) of the Base Price, either Sellers or the Purchaser may elect, by giving written notice to the other of such election within five (5) Business Days of the expiration of the Repair Negotiation Period, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). (d) If Sellers and the Purchaser do not agree on the Repair Costs within the Repair Negotiation Period (a "Repair Cost Dispute "), either Parry may request an engineering company mutually agreed to by the Parties or identified on Schedule 8.12(d) (which engineering company shall be deemed acceptable to Sellers and the Purchaser) to evaluate the affected assets and deliver to the Purchaser and Sellers its written estimate of the Repair Costs (the "Third -Party Estimate ") within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third -Party Estimate is equal to or less than an amount equal to thirty percent (30 %) of the Base Price, the Purchaser's obligation to proceed to Closing in accordance with the terms of this Agreement shall not be affected and the Parties shall submit the Repair Cost Dispute to binding arbitration under the dispute resolution procedures in Section 16.4 for resolution after the Closing, with no reduction of the Purchase Price at Closing and a post - Closing adjustment to the Purchase Price equal to the finally- determined Repair Costs. (ii) If the Third -Party Estimate is greater than an amount equal to thirty percent (30 %) of the Base Price, either Sellers or the Purchaser may elect, by giving written notice to the other of election within fifteen (15) days of receipt of the Third -Party Estimate, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). If neither Party terminates, the Parties shall submit the Repair Cost Dispute to binding arbitration under the dispute resolution procedures http: / /www.see.gov /Archivesledgar /data/ 1534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit 45 Page 82 of 130 http: / /www. see.gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit Page 81 of 130 Purchaser's responsibility to obtain the issuance or transfer of all Required Permits (including modification and transfer of Corrective Action Orders) and other operational permits necessary for the continued operation of Assets and Sellers shall reasonably cooperate in Purchaser's efforts to obtain the Required Permits. If any such Required Permit is not obtained prior to Closing, Sellers shall (and shall cause its applicable Affiliates to) cooperate with Purchaser or its designees and both Purchaser and Sellers shall continue to use all commercially reasonable efforts to obtain any such Required Permit and assignments or replacements as promptly as possible. To the extent the transfer of any Required Permit shall require the consent of any other Person, this Agreement shall not constitute a contract to transfer the same if an attempted transfer would constitute a breach thereof or give rise to any right of acceleration or termination. In addition, Sellers will, if necessary, notify any Govemmental Authority of the transfer of ownership of the Assets after the Closing. SECTION 8.10 Allocation of Carrier Obligations and Proceeds. The Pipelines may contain petroleum product which is held for the account of non — Affiliate shipper(s). It is understood that title to such contents of the Pipelines will remain with the non - Affiliate shipper(s) and that Purchaser assumes the obligation to deliver such contents in accordance with Sellers' existing arrangements with the non - Affiliate shipper(s), whether under a published tariff or a private transportation or storage agreement, complete copies of which Sellers have provided in the Data Room. Further, to the extent that petroleum products have been offered for shipment in the Pipelines under such published tariff or pursuant to rights under a private transportation agreement, but are not yet delivered to Sellers, Purchaser shall receive those products for transportation in the ordinary course of business. Tariff charges for transportation during the month of sale shall be allocated between Sellers and Purchaser on the basis of the number of days that each Party owns the Pipelines during the month of sale, provided that payments of such charges shall be allocated and divided between Sellers and Purchaser only after receipt thereof, unless received prior to the Closing Date. SECTION 8.11 Contact with Competitor, Contractor, Etc. Prior to Closing, without the prior written consent of Sellers (which consent shall not be unreasonably withheld, delayed or conditioned), none of Purchaser, any Affiliate of Purchaser or any of their respective Representatives shall initiate contact any competitor, contractor, vendor, supplier, distributor, customer, agent or representative of Sellers or any of their respective Affiliates or any Governmental Authority having jurisdiction over any of the foregoing, in each case, for the purpose of discussing the Assets, this Agreement or the Transaction. For the avoidance of doubt, neither Purchaser nor any Affiliate of Purchaser shall be restricted in its ability to have contact with any competitor, contractor, vendor, supplier, distributor or customer of Sellers or any of their respective Affiliates to the extent Purchaser or any Affiliate of Purchaser has had contact prior to the Effective Date, but solely to the extent such contact does not violate the foregoing sentence of this Section 8.11. SECTION 8.12 Casualty. (a) In the event that there is an occurrence of a Casualty or a Taking during the Interim Period, Sellers shall notify Purchaser thereof as soon as reasonably practicable. (b) In the event of a Casualty or a Taking during the Interim Period, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision http: / /www.sec.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit 44 Page 80 of 130 http: / /www.see.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 79 of 130 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers' sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Properties. (f) Map Act. As of the Closing Date, with respect to each Owned Real Property, Sellers agree either to (i) convey a parcel in accordance with the California Subdivision Map Act, California Government Code Section 66410 et seq. (the "Map Act "), or (ii) qualify the parcel (or qualify the transfer thereof pursuant to this Agreement) for an exemption or other exception to the Map Act. Prior to the Closing Date, subject to the provisions of this Section 8.8, Sellers shall have completed any actions necessary to transfer the Owned Real Property pursuant to this Agreement in compliance with the Map Act and any local implementing procedures, including without limitation, the recordation of a certificate of compliance, final subdivision map, parcel map, lot line adjustment, qualification for an exemption or exception to the Map Act, or other action reasonably necessary. In addition, in either case, the Title Policies for each Owned Real Property for which a Map Act issue has been raised shall include affirmative endorsement coverage relating to compliance with the Map Act, and Sellers shall cooperate and coordinate with the Title Company and provide any instruments, affidavits, agreements or documents as may be reasonably required by the Title Company to ensure that each Title Policy includes such affirmative Map Act endorsement coverage, with the cost of such endorsement to be paid by Purchaser. Purchaser will cooperate at Sellers' request in any efforts to comply with the Map Act or obtain or qualify for an exemption or exception thereto. Neither Sellers nor Purchaser shall have the right to waive this Section. SECTION 8.9 Permits and Corrective Action Orders. Schedule 8.9 sets forth a list of Permits and Environmental Permits that the Parties have mutually determined will be necessary for Purchaser to obtain prior to Closing in connection with the Transaction for which consent to assignment or continuation is required (each, a "Required Permit "). It shall be http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 78 of 130 (c) Title Insurance. Purchaser will furnish and pay the premium for a standard title insurance policy, subject to Permitted Encumbrances, issued by the Title Company in an amount equal to the portion of the Purchase Price that is allocated to the Owned Real Property, naming Purchaser as the proposed insured. Any abstracting, title certification, and charges for title examination will be at Purchaser's expense. Purchaser shall cause the Title Company to deliver to Purchaser, with a copy to Sellers, a title commitment (or, as applicable, an update of the title commitment) (the "Title Commitment ") setting forth the status of title to each Owned Real Property on or before the thirtieth (30th) day following the Effective Date. (d) Survey. Purchaser shall cause to be prepared at its expense a current ALTA land title survey of each of the Refinery and the Terminals ( "Survey "), by a duly licensed land surveyor and professional engineer satisfactory to the Title Company. Purchaser shall use commercially reasonable efforts to have the Survey completed 60 days prior to the Closing. Upon completion of the Survey, Purchaser shall promptly deliver three (3) prints thereof to Sellers and at least one (1) print to the Title Company. The Survey will (i) show the location of all streets, roads, railroads, creeks or other water courses, fences, easements, rights - of -way and other encumbrances or encroachments on or adjacent to each of the Refinery and the Terminals, including all of the title matters shown on the Title Commitment and (ii) set forth a certified legal description of each of the Refinery and the Terminals. (e) Title Exceptions. (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the "Initial Objection Date "), Purchaser's counsel shall notify Sellers' counsel in writing of any title matters (subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as "Material Title Exceptions "). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser's counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser's counsel shall notify the Sellers' counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the "Objection Date "). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 http: / /www.sec.gov /Archives /edgar /data/l534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 77 of 130 period and the aggregate financial impact upon Purchaser, its Affiliates of such commitments, obligations, restrictions or conditions is greater than an amount equal to five percent (5 %) of the Base Price, Purchaser shall not be obligated to accept such commitments, obligations, restrictions and conditions. All risks, costs and expenses, including Purchaser's attorney's fees, in connection with such proceedings, if any, for approval of the transactions contemplated in this Agreement by the Governmental Authority shall be Purchaser's responsibility, provided, however, that if Sellers choose to participate in such proceedings, they shall bear their own costs and expenses. SECTION 8.8 Title. (a) Easements. At Closing, subject to the provisions that follow in this Section and in Section 8.8(b), Sellers shall assign to Purchaser, and Purchaser shall accept assignment from Sellers, all of Sellers' interest in the Easements to the extent that such interest is transferable, pursuant to one or more assignment instruments in the form mutually agreed by Sellers and Purchaser. For those Easements (other than any Franchise Agreements) set forth on Schedule 8.8(a) (as such schedule is updates as of the Closing Date), Sellers shall exercise commercially reasonable efforts to obtain prior to Closing such consents and/or approvals as are required to assign such Easements to Purchaser, provided that, with respect to Sellers' foregoing obligations, (i) Sellers shall not be required to incur any expense beyond Sellers' usual overhead administrative expense, (ii) Sellers shall not be required to make any compensation to the grantor for the assignment or transfer of such Easements, (iii) Purchaser shall cooperate in obtaining any such consents or approvals, and (iv) each Parry shall execute any reasonable documentation requested by the parties whose consent or approval may be required. For Easements that cannot be assigned or transferred by Seller (including all Franchise Agreements in respect of the Assets), Purchaser shall exercise commercially reasonable efforts to obtain its own such Easements prior to Closing (the "New Easements "). (b) If Sellers, despite the exercise of commercially reasonable efforts, cannot, on or prior to Closing, obtain all consents and/or approvals required to assign to Purchaser any of the Easements identified in Schedule 8.8(a), and to the extent that Purchaser has not obtained the New Easements, Purchaser shall at Closing, pending issuance of all consents and/or approvals contemplated by this Section 8.8, take conditional assignment from Sellers of such Easements identified in Schedule 8.8(a) with respect to which Sellers have not obtained the consents and/or approvals contemplated by this Section 8.8 to the extent such conditional assignment is (i) permitted by Applicable Law, (ii) will not result in termination or cancelation of such Easement and (iii) will not result in a Liability to either Party (such Easements, the "Conditionally Assigned Easements "). Sellers and Purchaser shall cooperate in good faith to modify the Easement assignment instruments (in the agreed form) to reflect the requirements of the immediately preceding sentence. In the case of any (i) Conditionally Assigned Easements or (ii) New Easements that have not been obtained by Purchaser prior to Closing, to the extent permitted by Applicable Law, Purchaser shall to the extent commercially practical and legally and contractually permissible agree following Closing on alternative operating arrangements as set forth on Schedule 8.8(b). 42 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit 41 Page 76 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 75 of 130 deemed necessary or expedient by Sellers and to attend all meetings with any antitrust or competition authority or other Persons or bodies (unless prohibited by the authority or other Person or body) and make oral submissions at such meetings provided that Sellers provide to Purchaser the same opportunity for review and comment as described above. (c) The Parties shall reasonably cooperate and each shall exercise commercially reasonable efforts for obtaining the Regulatory Approvals and, in particular, shall undertake the steps set forth in Section 8.7(d) below to avoid or eliminate an impediment under any antitrust or competition law that may be asserted by any antitrust or competition authority so as to enable the Parties to close the Transaction. Except as provided for in this Agreement, no Parry has any right to rescind or reject consummation and closing of the Transaction or demand adjustments of the terms of this Agreement due to changes to the regulatory framework applicable to the Assets, or changes of law including, without limitation Tax Law or its application. (d) Purchaser (i) shall propose to Sellers, the applicable Governmental Authority and any other authorities any and all commitments, obligations, restrictions or conditions by Purchaser that would be necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority, (ii) undertakes to accept any and all commitments, obligations, restrictions or conditions that any Governmental Authority may decide to impose, request or propose in order to grant the necessary antitrust or competition clearance expeditiously, and (iii) undertakes to proceed in a highly responsive, resolute and proactive manner to any Governmental Authority's total or partial refusal to provide antitrust or competition clearance, particularly by submitting any commitments, obligations, restrictions or conditions which are likely to result in the Governmental Authority's antitrust or competition clearance; provided that Purchaser shall, and shall cause its Affiliates to, at its sole cost, resolve objections and comply with all restrictions and conditions, if any, imposed or requested by any Governmental Authority in connection with granting any necessary antitrust or competition clearance or terminating any applicable waiting period, including (A) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser or its Affiliates contemporaneously with or after the Closing and regardless as to whether a third parry purchaser has been identified or approved prior to Closing (a "Divestiture "), (B) taking or committing to take such other actions that may limit the freedom of action of any of Purchaser or its Affiliates with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets, including terminating any contract, agreement or other business relationship, (C) entering into any Order, consent decree or other agreement to effectuate any of the foregoing, and (D) negotiating in good faith with all Governmental Authorities and all third parties in connection with a Divestiture or any other matter referred to in this Section 8.7(d) in order to enter into definitive agreements with all such Persons as promptly as practicable. Notwithstanding the foregoing, in the event that any Governmental Authority shall impose any commitments, obligations, restrictions or conditions upon Purchaser or its Affiliates to obtain such antitrust or competition clearance or terminate the applicable waiting http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit 1, Page 74 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 73 of 130 (b) Within ninety (90) days following the Closing Date, Purchaser will ensure that the Excluded Trademarks or any other word that is similar or reasonably likely to be confused with an Excluded Trademark are removed from the Sites. (c) Purchaser will remove or cause to be removed product names, IP— addresses, intemet presences and other features which presently include any Excluded Trademark without undue delay on or after the Closing Date, in order to ensure that any Excluded Trademark or any other word that is similar or reasonably likely to be confused with an Excluded Trademark will no longer be included in these features. Such change of name shall immediately thereafter be filed with the relevant company or trade register. (d) Purchaser will remove all Excluded Trademarks from all stationery, marketing documentation, domain names, e -mail addresses and all other external written communications, buildings, plant, machinery, vehicles, products and packaging. (e) From the day following the Closing Date, Purchaser will make clear on all stationery, marketing materials, websites and all other external communications (including email and other forms of electronic communications) that ownership of the Assets has been changed to a new owner. SECTION 8.7 Regulatory Filings. (a) Within thirty (30) days after execution of this Agreement or as otherwise mutually agreed by the Parties, Sellers and Purchaser shall file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transaction, as well as any notifications or filings required to be submitted with the states in which any Real Property is located. Sellers and Purchaser shall consult with each other as to the appropriate time for filing such notifications, shall agree upon the timing of such filings, and shall respond promptly to any requests for additional information made by either of such agencies. Purchaser shall pay the filing fees under the HSR Act and under any comparable state laws and regulations. Purchaser and Sellers shall each bear their respective costs (including legal fees) for the preparation of any filing. (b) Purchaser shall give Sellers reasonable advance notice of any notification, submission or other communication which it proposes to make or submit to any antitrust or competition authority and provide Sellers with copies of a draft notification, submission or correspondence and any supporting documentation or information reasonably requested by Sellers, provided that Purchaser shall not be required to provide Sellers with any Confidential Information. Purchaser hereby agrees to consider any comments of Sellers to any such notification, submission or communication and to revise such notification, submission or communication in accordance with any such comments. Purchaser further agrees to keep Sellers fully informed as to the progress of any notification made in order to obtain the Regulatory Approvals. Sellers and their advisors shall be entitled to communicate with, and make any filings and written submissions to, any antitrust or competition authority http: / /www. sec .gov /Archives /edgar/ data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit 39 Page 72 of 130 http: / /www.sec.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 71 of 130 or for purposes other than those for which such information was collected by Sellers, except with the consent of the individuals to whom such information relates or as otherwise permitted by Applicable Law. If Sellers or Purchaser terminate this Agreement in accordance with its terms, Purchaser shall promptly deliver to Sellers all information about identifiable individuals, as defined in Applicable Laws relating to privacy, in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof (e) Notwithstanding the foregoing, the Parties' obligations of confidentiality and restricted use in respect of the Technical Information are as set forth in the Technology Agreements. SECTION 8.4 Books and Records. (a) Purchaser hereby acknowledges that Sellers and their accountants and auditors will, until the end of the next whole calendar year following the Closing Date, require access to the Books and Records for the period up to the Closing Date in order to enable them to prepare their management, Tax and statutory accounts for the period until and including the Closing Date. Purchaser shall provide Sellers with full access to Books and Records upon reasonable request, including any assistance and explanations to Sellers, its accountants and auditors as may be reasonably required for this purpose. (b) Purchaser will keep and properly archive all Books and Records, documents and other data as required by all relevant legislation, including, without limitation Tax, labor and Environmental Law, and provide Sellers reasonable access to such documents and data upon Sellers' request and to the extent necessary for Sellers' legitimate purposes. SECTION 8.5 Public Announcements. Neither Parry shall issue any press release or public announcement concerning this Agreement or the Transaction or make any other public disclosure containing or pertaining to the terms of this Agreement without obtaining Sellers' or Purchaser's, as applicable, prior written approval, which approval will not be unreasonably withheld or delayed, unless, in the judgment of Sellers or Purchaser, as applicable, disclosure is otherwise required by Applicable Law or by the applicable rules of any stock exchange on which Sellers, Purchaser or their Affiliates list securities, provided that, to the extent any disclosure is required by Applicable Law or stock exchange rule, the Party intending to make such disclosure shall use its commercially reasonable efforts consistent with Applicable Law or stock exchange rule to consult with Sellers or Purchaser, as applicable, with respect to the text thereof. SECTION 8.6 Excluded Trademarks. (a) Purchaser acknowledges and agrees that as between Purchaser, on the one hand, and Sellers and their Affiliates, on the other hand, all right, title and interest in and to the Excluded Trademarks are, and following the Closing will continue to be, owned exclusively by Sellers and their Affiliates. Purchaser and its Affiliates shall not have any rights in or to any Excluded Trademarks, and Purchaser and its Affiliates shall not use any Excluded Trademarks. http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit kR Page 70 of 130 http: / /www.see.gov /Archives /edgarl data / 1534504 / 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 69 of 130 allow such accounting firm to prepare the financial statements set forth on Schedule 8.2(c) along with a written report prepared by PricewaterhouseCoopers LLP and delivered to Purchaser regarding such financial statements, in accordance with a scope of services set forth on Schedule 8.2(c). Purchaser shall bear all costs and expenses related to the preparation of such financial statements and such report. (d) During the Interim Period, and if necessary after Closing, subject to Purchaser's execution of any necessary confidentiality undertakings, Sellers shall keep Purchaser apprised of all current meetings and negotiations with the Port of Los Angeles regarding the lease for SWT. If reasonably requested by Sellers and to the extent commercially practicable, Purchaser shall attend meetings or otherwise participate with Sellers in such negotiation and related activities. (e) Following the Closing, to the extent assignable, Seller shall assign to Purchaser any warranties remaining outstanding from Third Parties previously obtained by Sellers related to services provided pursuant to the Refinery FCC turnaround or the Specified Matter Remediation or, to the extent not assignable, cooperate to allow Purchaser to pursue such warranty claims. SECTION 8.3 Confidentiality. (a) Each Party shall treat confidentially and not disclose, and shall cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement, any Confidential Information of the other Party. (b) Either Party may disclose Confidential Information only to those of its Affiliates and its Representatives who need to know such Confidential Information for the purpose of implementing the Transaction and managing the rights and obligations under the Agreement. Neither Party shall use, nor permit its Affiliates and its Representatives to use, Confidential Information for any other purpose nor in any way that is or could reasonably be expected to be, directly or indirectly, detrimental to the other Party. (c) In the event that this Agreement is terminated in accordance with its terms, each Party shall (and shall cause each of its Representatives to) (i) return promptly to the other Party all physical copies of the Confidential Information, excluding Notes, then in such Party's possession or in the possession of its Representatives, or (ii) destroy all (A) electronic copies of the Confidential Information, and (B) Notes (including electronic copies thereof) prepared by such Party or any of its Representatives, including electronic back -ups of the foregoing in a manner that ensures the same may not be retrieved or undeleted by such Party or any of its Representatives, and (iii) deliver to the other Party a certificate executed by one of its duly authorized'senior officers indicating that the requirements of this Section 8.3(01 have been satisfied in full. (d) Following Closing, Purchaser shall not, and shall cause its Representatives not to, use or disclose information about identifiable individuals, as defined in Applicable Laws relating to privacy, other than for the purpose of operating the Assets http:// www .see.gov /ArchivesledgarldataII 534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit Page 68 of 130 http: / /www.see.govIArchivesledgarl data / 1534504 10001534504150000761exhibit2l - dorado... 4/27/2016 Exhibit Page 67 of 130 SECTION 8.1 Cooperation. During the Interim Period, the Parties: (a) shall cooperate so that Purchaser can arrange for appropriate insurance for the Assets to become effective upon Closing; (b) shall use their commercially reasonable efforts to comply with all pre - Closing terms and obligations applicable to such Party; and (c) shall cooperate with each other to achieve material completion of the material steps necessary to enable transfer of the System Information as agreed upon in the System Transition Plan, as provided in Schedule 8.1(c). SECTION 8.2 Access and Reportiner. (a) During the Interim Period, Purchaser may from time to time -request reasonable access to additional information with respect to the Assets as mutually determined by the Parties for the purpose of transition of the Assets to Purchaser; provided that (i) such requests by Purchaser shall not unduly interfere with the business and operations of the Assets, (ii) the information requested is in the form normally maintained by Sellers with respect to the Assets, (iii) such requests are coordinated through the applicable representatives of Sellers to be designated in connection with the Interim Period transition to be implemented between the Parties, (iv) approval of such requests shall be at the discretion of the management of the Sites, (v) any approval granted may be revoked by Sellers at any time, (vi) any representative of Purchaser given access to any of the Sites shall fully comply with all policies and procedures of Sellers, and (vii) Sellers shall have no liability whatsoever in connection with any access by any of the representatives of Purchaser and Purchaser shall indemnify, hold harmless and defend Sellers' Indemnified Parties against any claim, Liability or Loss of whatever nature (including legal costs relating thereto) arising from any access granted to any representative of Purchaser for the Sites of Sellers or their Affiliates. (b) During the Interim Period, to the extent permitted by Applicable Law, Sellers shall provide to Purchaser monthly management reports, to be reviewed at transition meetings which are generally to occur at least monthly, and such other aggregate information with respect to the Assets as the Purchaser shall from time to time reasonably request for the purpose of transition of the Assets to the Purchaser; provided that (i) such requests by the Purchaser shall not unduly interfere with the business and operations of the Assets, (ii) the information requested is in the fonn normally maintained by the Sellers and (iii) such requests are coordinated through the applicable representatives of the Sellers to be designated in connection with the Interim Period transition to be implemented between the Parties. (c) Prior to the Closing, Sellers shall deliver financial information, in form and substance substantially in the same form as those set forth in Section 5.12(a) of the Disclosure Schedule, for the six (6) —month period ended June 30, 2015. As soon as practicable after the date hereof, Sellers shall, and shall cause their respective Affiliates to, provide PricewaterhouseCoopers LLP with financial information in respect of the Sites to 37 http: / /www. sec .gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit Page 66 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 65 of 130 individually and in the aggregate could not reasonably be expected to be material to the financial condition or operation of the Assets taken as a whole; (ii) other than with respect to any Specified Matter Remediation, enter into any commitment for capital expenditure or authorize any capital expenditure with respect to the Assets or make any commitment for the purchase, construction or improvement of any Assets except, in each case, in the ordinary course of business; (iii) adopt any new employee benefits plan or employee profit- sharing plan, or any change to the rules of the Benefits currently in effect or to the labor policies currently enforced at the Assets except as reasonably necessary in union negotiations, or in the ordinary course. (d) During the Interim Period, Sellers shall at their sole cost and expense implement the Specified Matter Remediation to Sellers' usual and customary standards. (e) During the Interim Period, to the extent permitted by Applicable Law, Sellers shall provide to Purchaser periodic updates regarding the status, execution and scope of the Specified Matter Remediation and such other information with respect to the Specified Matter Remediation as Sellers shall from time to time reasonably determine including providing Purchaser with all material documentation with respect to such Specified Matter Remediation. Sellers will permit Purchaser and its agents, representatives and contractors to inspect, from time to time upon Purchaser's reasonable request, all work relating to the Specified Matter Remediation, including such material reports, audits, records, sampling data, site assessments and other similar documents relating to such work (other than correspondence with Governmental Authorities) that the Sellers reasonably determine. SECTION 7.2 Notice; Effect of Notice. During the Interim Period, Sellers shall promptly notify the Purchaser, in writing, of any events, other than general events such as economic, environmental, political, legal or regulatory nature (unless in the form of an alleged violation or condition of non - compliance with Law), that may have a significant adverse impact specifically on the Assets, including, any claims known by Sellers that are reasonably expected by Sellers to amount to or have an economic value greater than Five Million Dollars ($5,000,000) (measured as the direct financial cost of such impact on the Assets and not as the indirect loss of financial profit or margin on the performance of the Assets). SECTION 7.3 Control of Assets. Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that (a) nothing in this Article VII shall be construed to restrict or limit Sellers' or their Affiliates ability to conduct their own business as determined by Sellers and such Affiliates in their sole discretion, and (b) the operation of the Assets remains in the dominion and control of Sellers until the Closing. ARTICLE VIII COVENANTS 36 http: / /www.see.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 64 of 130 interest in, or encumbrance over, any Asset, except (x) with respect to any Specified Matter Remediation, or (y) in the ordinary course and in amounts which, 35 http: / /www.see.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 63 of 130 Any fees, commissions and other obligations payable by Purchaser in connection with the Transaction shall be paid at or prior to the Closing by Purchaser. SECTION 6.8 No Waiver. No investigations, inspections, surveys or tests made by or on behalf of Purchaser at any time shall affect, mitigate, waive, diminish the scope of or otherwise affect any representation or warranty made by Sellers in or pursuant to this Agreement. ARTICLE VII CONDUCT OF OPERATIONS SECTION 7.1 Conduct of Operations Pending Closing. (a) During the Interim Period, Sellers shall conduct operations in all material respects in the ordinary course (such ordinary course to be determined giving effect to the Specified Matter Remediations); provided that Sellers shall not be in breach of the foregoing provision in respect of any commercially reasonable steps Sellers may take during the Interim Period (i) to reduce any inter - Affiliate payables and inter - Affiliate receivables, (ii) to effect the transfer, prior to the Closing Date, of the Excluded Assets, (iii) to complete any scheduled turnarounds of the Refinery and (iv) to effect the Specified Matter Remediation, including reduction and curtailment of operations and capital spend as a result of the Specified Matter. (b) Except with respect to the Specified Matter Remediation (including reduction and curtailment of operations and capital spend as a result of the Specified Matter) or with respect to the transfer of the Excluded Assets, during the Interim Period, the Sellers shall maintain the Assets in the ordinary course and use their commercially reasonable efforts consistent with past practice to keep available the services of employees, and maintain existing relationships with any Governmental Authority licensors, suppliers, distributors, clients, and others having business relationships with them related to the Assets, including by using their commercially reasonable efforts to (i) (A) renew, extend or otherwise modify any Specified Assumed Contracts scheduled to expire during the Interim Period in consultation with Purchaser on terms and conditions that are commercially practicable, and (B) to include in such Specified Assumed Contracts an assignment clause that will allow the assignment of such Specified Assumed Contracts to Purchaser and (ii) continue pipeline anomaly repair work with respect to the Pipelines as set forth on Schedule 7.1(b) on terms and in a manner as presented therein. (c) During the Interim Period, to the extent permitted by Applicable Law, except (1) as required by Applicable Law, (2) as otherwise contemplated by this Agreement, or (3) with the prior written consent of the Purchaser (which shall not be unreasonably withheld, delayed or conditioned, and in any event which shall be deemed to have been given if the Purchaser has not responded to the Sellers' written request for consent and approval within seven (7) Business Days after receipt by the Purchaser), solely with respect to the Assets, the Sellers shall not: (i) other than with respect to any crude or refined product inventory, dispose of, enter into an agreement to dispose of, grant an option over, or grant any http: / /www.see.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 62 of 130 http: / /www.see.gov /Archives /edgar /data/ 1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 61 of 130 Purchaser hereby represents and warrants to Sellers as follows: SECTION 6.1 Incorporation and Corporate Power. Purchaser is a limited liability company, organized and subsisting under the laws of the jurisdiction of its formation. Purchaser has all requisite corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein, to perform its obligations under this Agreement and under all such other agreements and instruments and to consummate the Transaction. SECTION 6.2 Authorization and Enforceability. The execution and delivery of this Agreement and all other agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement (assuming the due authorization, execution and delivery by the other parties hereto) constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. SECTION 6.3 Purchase Price. Purchaser has and will have sufficient cash on hand to pay the Purchase Price and all related fees and expenses under this Agreement. SECTION 6.4 No Knowledge of Breach. To Purchaser's Knowledge, Purchaser is not aware at the time of executing this Agreement of any facts, circumstances or events that would (a) cause any of the representations and warranties of Sellers set forth herein (after taking into account any disclosures) to be untrue in any material respect or (b) permit any actual or potential right for a Purchaser's Indemnified Party to be able to make an indemnification claim pursuant to this Agreement against Sellers or Sellers' Affiliates. SECTION 6.5 Guarantee. Purchaser has delivered to Sellers on the date hereof a guarantee of PBF Energy, Inc., a Delaware corporation (the "Guarantor "), in favor of Sellers dated the date hereof (the "Guarantee "). The Guarantee is in full force and effect and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms and has not been amended, withdrawn or rescinded in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Guarantee. SECTION 6.6 Financing. Purchaser has, and will have at the Closing, (a) sufficient immediately available funds and the financial ability to pay the Purchase Price and to pay any expenses incurred by Purchaser in connection therewith and (b) the resources and capabilities (financial and otherwise) to perform its obligations in respect of Transaction and in each case to pay any expenses incurred by Purchaser in connection therewith. Purchaser has not incurred, and is not contemplating or aware of, any obligation, commitment, restriction or other Liability of any kind, in each case that would impair or adversely affect such resources, funds or capabilities to perform its obligations in respect of the Transactions and pay any expenses incurred in connection therewith. SECTION 6.7 Financial Advisors. Purchaser does not have any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transaction. 34 http: / /www. sec .gov /Archives /edgarldatal l534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 60 of 130 http: / /www.sec.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 59 of 130 SECTION 5.13 Legal Proceedings. (a) Except as set forth in Section 5.13(a) of the Disclosure Schedule, there are no Legal Proceedings pending or, to Sellers' Knowledge, threatened (i) seeking to restrain or prohibit the execution of this Agreement, the Ancillary Agreements, the Related Agreements or the consummation of the Transaction or (ii) relating in any material respects to the ownership or use of the Assets. (b) Section 5.13(b) of the Disclosure Schedule sets forth a list of all the administrative consent orders or other orders with a Government Authority for the Assets (the "Corrective Action Orders ") which Sellers have provided in the Due Diligence Materials to Purchaser. (c) Except for the Corrective Action Orders and as set forth on Section 5.13 (b) of the Disclosure Schedule, there are no Orders outstanding against Sellers or their Affiliates in relation to the ownership or use of the Assets that would materially or adversely affect the ownership or use of the Assets. SECTION 5.14 Compliance with Applicable Law and Permits. Except as set forth on Schedule 2.4(f)(i), in Sections 5.14 and 5.13(b) of the Disclosure Schedule, or as would not reasonably be expected to have a material adverse effect on upon the condition (financial or otherwise) or results of operations of the Assets taken as a whole, to Sellers' Knowledge, (a) Sellers have not received any written notification from any applicable Governmental Authority that they are not in compliance with any Applicable Law, including Environmental Laws, or Permits applicable to the ownership or operation of the Assets and (b) no event has occurred and no circumstance or condition exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a failure by the Sellers to comply with the terms of any Applicable Law (including Environmental Law) or Permits applicable to the ownership or operation of the Assets. SECTION 5.15 Assumed Contracts. To the Sellers' Knowledge, Sellers have not received any written notice of any material default or event that with notice or lapse of time or both would constitute a material default by Sellers under any Assumed Contract. SECTION 5.16 No Other Representations. Except for the representations and warranties expressly made by Sellers in this Article V, no Seller or any other Person on behalf of a Seller makes any express or implied representation, warranty, assurance or other commitment with respect to Sellers or the Assets and Sellers hereby disclaim, to the maximum extent permitted by Law, any representation, warranty, assurance or other commitment not contained in this Article V. Each representation and warranty of Sellers contained in this Article V is to be construed as a separate and independent representation and warranty and is not to be limited or restricted by reference to, or inference from, the provisions of any other representation or warranty or anything else, whether in this Agreement or otherwise. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 33 http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2l - dorado... 4/27/2016 rM11191r, Page 58 of 130 and other Taxes payable by it in respect of the Employees to the proper Governmental Authority within the time required under Applicable Law. SECTION 5.8 Financial Advisors. Except as set forth in Section 5.8 of the Disclosure Schedule, neither Seller has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transaction. Any fees, commissions and other obligations payable by the Sellers in connection with the Transaction shall be paid at or prior to the Closing by the Sellers. SECTION 5.9 Operation of Refinery. Except with respect to the Specified Matter, to Sellers' Knowledge, during the twelve (12) months preceding each of the Effective Date and the Closing Date, the Refinery has been managed in the ordinary and usual course, provided always that Sellers shall not be in breach of the foregoing provision in respect of any steps Sellers or any of their respective Affiliates may take during the Interim Period in accordance with the terms of this Agreement (i) to effect the transfer, prior to the Closing Date, of the Excluded Assets, (ii) to effect the Transaction and (iii) to effect the Specified Matter Remediation and any scheduled turnarounds of the Refinery. SECTION 5.10 Permits. To Sellers' Knowledge, Section 5.10 of the Disclosure Schedule sets forth a true and correct list of the permits (other than Environmental Permits) that are material to Sellers' ownership, operation or use of the Assets (each, a "Permit "). The Sellers possesses all Permits necessary for operation of the Assets at the locations and in the manner presently operated. SECTION 5.11 Pipelines. With respect to the Pipelines, to Sellers' Knowledge, there are no administrative, regulatory or other Legal Proceedings pending or threatened against either Seller, the results of which are reasonably expected to change, alter or modify in any material respect the rates, charges or fees for transportation services related to the Pipelines or any other terms or conditions of service under any tariffs issued by either Seller currently in effect. SECTION 5.12 Financial Information. (a) Sellers have provided to Purchaser certain financial information in respect of the Assets for the years ended December 31, 2014, 2013 and 2012, in each case as set forth on Section 5.12(a) of the Disclosure Schedule (the "Financial Information "). (b) The Financial Information was prepared from and is consistent with the books and records of Sellers and their Affiliates related to the Assets applied on a consistent basis. The accounting principles applied in preparing the Financial Information are consistent, in all material respects, with GAAP except as disclosed in the audited consolidated financial statements of Exxon Mobil Corporation for the years ended December 31, 2014, 2013 and 2012. 32 http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 57 of 130 http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 1 -dorado... 4/27/2016 Exhibit Page 56 of 130 (b) To Sellers' Knowledge, as of the Effective Date, no Site is experiencing (i) any strike or lockout of its employees or (ii) any Legal Proceeding or material dispute with any union, workers' council or other body of employee representatives pending before any court, governmental authority or arbitrator which relates to labor relations or employment matters of a general or fundamental nature (including mass lay —offs or unfair labor practices) and which affects a significant number of employees. (c) Except as set forth in Section 5.3(c) of the Disclosure Schedule, there are no written individual contracts of employment between any of Sellers or their Affiliates and any of the Transferred Employees. (d) Sellers have provided Purchaser with sufficient summary information on its compensation arrangements and employee benefit plans to assist Purchaser in developing offers of employment to Included Employees which meet the requirements for a competitive level of total remuneration in accordance with Article XI. SECTION 5.4 Tax. (a) Property taxes for each of the Sites have been timely paid when required to be paid (or requests for extensions have been timely filed, granted and have not expired). (b) Except as set forth on the Disclosure Schedule, no examination, audit, claim, assessment, deficiency or other Legal Proceedings are pending or outstanding with regard to any Taxes related to the Sites or the Assets. SECTION 5.5 Consents and Approvals. Except in connection or compliance with the Regulatory Approvals, to Sellers' Knowledge, the execution and performance of this Agreement by Sellers requires no material approval or consent by any Governmental Authority and does not materially violate any Applicable Law or decision by any court or Governmental Authority binding on Sellers. SECTION 5.6 Ownership and Use of Assets. Sellers (a) have good and valid (and, in the case of Owned Real Property, marketable) title to all of the Assets or valid leasehold interests in the Leased Real Property or a valid leasehold interest or other legal right to use other Assets which are leased to or used by a Seller pursuant to an Assumed Contract, as applicable, in each case, free and clear of all encumbrances, except for Permitted Encumbrances and (b) to Sellers' Knowledge, have Easements entitling Sellers or their Affiliates to maintain and operate the Pipelines in all material respects as the Pipelines are operated as of the Effective Date. SECTION 5.7 Withholdings and Remittances. Sellers have withheld from each payment made to any of its present or former Employees and, in respect of other payments, to all Persons who are or are deemed to be residents of the United States for purposes of income tax laws all amounts required by Applicable Law to be withheld, and Sellers have remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority. Sellers have remitted all Pension Plan contributions, employment insurance premiums, employer health taxes 31 http://www.sec.gov/Arcllives/edgar/data/I 534504/000153450415000076/exhibit2 I - dorado... 4/27/2016 Exhibit Page 55 of 130 (e) a certificate of the Secretary or other officer of Purchaser substantially in the form of Exhibit M together with resolutions of the Board of Directors or other governing body of Purchaser authorizing this Agreement, the Transaction and the Related Agreements; (f) the Technology Agreements duly executed and delivered by Purchaser; (g) the Related Agreements duly executed and delivered by Purchaser; (h) the elections referred to in Section 3.7; and (i) with respect to each parcel of Owned Real Property, duly executed and acknowledged real property transfer tax forms, if required by Applicable Law. SECTION 4.4 Reconciliation of Accounts. The Parties agree that, conditional upon the Closing, all right, title and interest of the Sellers in the Assets and all obligations with respect to the Assumed Liabilities and all benefits and liabilities therefrom shall be deemed to have passed to Purchaser as of the Closing Date. ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS Except as set forth on the disclosure schedule delivered by Sellers to Purchaser concurrently with the entry into of this Agreement and attached to this Agreement (the "Disclosure Schedule "), Sellers hereby represent and warrant to Purchaser as follows: SECTION 5.1 Incorporation and Corporate Power of Sellers. Each Seller is a corporation duly organized and validly existing and in good standing under the laws of the state of such Seller's incorporation. Each Seller has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement and under all agreements and instruments to be executed by it hereunder and to consummate the Transaction. SECTION 5.2 Authorization and Enforceability. The execution and delivery of this Agreement and all agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of each Seller. This Agreement (assuming the due authorization, execution and delivery by the other Parties hereto) constitutes the legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms. SECTION 5.3 Employment Matters. (a) Section 5.3(a) of the Disclosure Schedule sets forth a list of all CBAs in effect as of the Execution Date to which any of Sellers or their Affiliates is a party or is bound that relates to Employees. 30 http: / /www. sec .gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit21 - dorado... 4/27/2016 Exhibit M Page 54 of 130 http: / /www. sec .gov /Archives /edgarldata/1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 53 of 130 SECTION 4.2 Sellers' Closing Deliveries. At Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following: (a) the Assignment and Assumption Agreement duly executed and delivered by the Sellers; (b) the Bill of Sale duly executed and delivered by the Sellers and each of its Affiliates parry thereto; (c) a certificate of a senior officer of Sellers dated as of the Closing Date substantially in the form of Exhibit K; (d) a certificate of the Secretary or other officer of Sellers and its Affiliates substantially in the form of Exhibit L; (e) the elections referred to in Section 3.7; (f) updates of (i) asset schedules as provided, (ii) the list contained in Attachment 1 to Schedule 11.1 and (ii) the Employees List; (g) the Technology Agreements duly executed and delivered by EMRE; (h) the Related Agreements duly executed and delivered by Sellers or their respective Affiliates; (i) the Easements described in Section 8.8(b), in each case, to the extent consent to assignment is received or no consent is required, if any, as of the Closing Date; and 0) with respect to each parcel of Owned Real Property: (i) duly executed and acknowledged Deeds; and (ii) duly executed and acknowledged real property transfer tax forms, if required by Applicable Law. SECTION 4.3 Purchaser Closing Deliveries. At Closing, Purchaser shall deliver, or cause to be delivered, to Sellers the following: (a) the Base Price, less the amount of the Deposit received by Sellers to the Sellers' Bank Account; (b) the Interim Working Capital Amount; (c) the Assignment and Assumption Agreement duly executed and delivered by Purchaser; (d) a certificate of a senior officer of Purchaser dated as of the Closing Date substantially in the form of Exhibit Ll- http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 1 -dorado... 4/27/2016 Exhibit Page 52 of 130 either Sellers or Purchaser in such written submissions. Notwithstanding anything to the contrary in this Article III, the Neutral Auditor shall: (i) adjust the Final Working Capital Amount as set forth in the Final Working Capital Statement, only if and to the extent it believes that the Final Working Capital Amount set forth therein is understated or overstated as a whole, taking into account any other items or amounts included in the calculation of such Final Working Capital Amount; and (ii) adjust any other item only to the extent that the item included in the Final Working Capital Statement is not correctly reflected in the Interim Working Capital Amount, as the case may be. (c) Sellers and Purchaser shall instruct the Neutral Auditor to deliver its written opinion to them no later than twenty (20) Business Days after the dispute has been referred to it (or within any other period of time mutually agreed). The Neutral Auditor shall give reasons for its decision regarding all specific line items which are in dispute between Sellers and Purchaser provided, however, that no such decision shall be subject to appeal. The costs and expenses incurred by the Neutral Auditor shall be equally borne by the Parties. Any decision rendered by the Neutral Auditor shall be final and binding on the Parties. SECTION 3.6 Allocation of Purchase Price. The Parties shall allocate the Purchase Price (which shall include any Assumed Liabilities and other items required to be treated as part of the Purchase Price for U.S. federal income tax purposes) among the Assets based on the allocation methodology set forth on Schedule 3.6 (the "Allocation Schedule "). Any adjustment to the Purchase Price shall be allocated among the assets in a manner consistent with the Allocation Schedule. Except as otherwise required by Applicable Law, each of the Parties shall, and shall cause each of its Affiliates to (a) report, act and file all Tax Returns in all respects and for all purposes consistent with the Allocation Schedule and (b) not to take any position for Tax purposes (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation Schedule. SECTION 3.7 Prepaid Income Tax Elections. Purchaser and Sellers shall execute and deliver such Tax elections and forms as they may mutually agree upon. ARTICLE IV CLOSING SECTION 4.1 Closine. The Closing shall take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York on the first day of the month following the satisfaction or waiver of all conditions contained in Sections 9.1 and 9_2 hereof (except for those conditions which by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), or on such other date, place and time as Sellers and Purchaser may agree in writing and the Closing shall be deemed effective as of 00:01 (Pacific Time) (the date on which the Closing occurs, the "Closing Date "). M. http: / /www. sec .gov /Archives /edgar /datall534504/ 000153450415000076 /cxhibit2l - dorado... 4/27/2016 WiT IM Page 51 of 130 http: / /www.see.gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit21- dorado... 4/27/2016 Exhibit Page 50 of 130 Working Capital Amount set forth therein shall be deemed to be final and binding upon Sellers and Purchaser and such amount shall be used for the purposes of calculating the adjustment pursuant to Section 3.4 below. SECTION 3.4 Purchase Price Adjustment. (a) Subject to Section 3.4(b), on the twentieth (20') Business Day following the delivery of the Final Working Capital Statement (the "Adjustment Date "), an amount equal to the difference between the Final Working Capital Amount and the Interim Working Capital Amount (the "Adjustment Amount ") shall be paid as follows: (i) if the Adjustment Amount is positive, then Purchaser will pay to Sellers the Adjustment Amount l�us interest at Three Month Dollar LIBOR plus one and half percent (1.5 %) from the Closing Date through the date of payment; or (ii) if the Adjustment Amount is negative, then Sellers will remit to Purchaser the Adjustment Amount plus interest at Three Month Dollar LIBOR plus one and half percent (1.5 %) from the Closing Date through the date of payment. (b) In the event that Purchaser delivers an Objection Notice then Purchaser or Sellers, as the case may be, shall pay the portion of the Adjustment Amount in respect of which there is no objection noted in the Objection Notice l�us interest at Three Month Dollar LIBOR l�us one and half percent (1.5 %), on the date that is ten (10) Business Days following the delivery of the Objection Notice. SECTION 3.5 Dispute Resolution. (a) Sellers shall have ten (10) Business Days to review any Objection Notice. If within ten (10) Business Days following the Sellers' review of any Objection Notice, Sellers and Purchaser, after good faith negotiation, fail to reach agreement on the calculation of the disputed items set forth in the Objection Notice, each of Sellers and Purchaser shall agree upon a national or international audit firm (the "Neutral Auditor ") to determine the correct amount of the disputed items in the Final Working Capital Statement, and the Neutral Auditor shall act as an arbitrator. If the requested auditor firm refuses to act as Neutral Auditor and the Parties cannot mutually agree upon another Neutral Auditor within seven (7) Business Days of the end of the Review Period, an alternative Neutral Auditor shall be appointed, upon request of either Party, by the Center for Dispute Resolution of the American Arbitration Association, which alternative shall be considered the "Neutral Arbitrator" for all intents and purposes under this Agreement. (b) The Neutral Auditor shall only consider and make a determination on the specific line items in dispute in accordance with the principles set out in this Section 3.5. The Neutral Auditor shall provide Sellers and Purchaser adequate opportunity to make written submissions in respect of the relevant subject matter. The final decision of the Neutral Auditor must not be greater or less than, as applicable, the positions taken by 27 http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 49 of 130 http: / /www.sec.gov /Archives /edgar /data/ 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 48 of 130 (ii) Except as set forth in Section 3.2(b)(iii) and 3.2 iv , upon termination of this Agreement in accordance with Section 9.5, then within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to return the Deposit to Purchaser; (iii) If the Agreement is terminated by Sellers pursuant to Section 9.5 (c) then within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to disburse the Deposit to Sellers; or (iv) If the condition set forth in Section 9.2(d) is not satisfied due to Purchaser's election not to accept commitments, obligations, restrictions and conditions to the extent Purchaser is not obligated to do so under Section 8.7(d), Sellers may immediately terminate this Agreement by written notice to Purchaser and shall have the right to retain 50% of the Deposit and accordingly, within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to disburse 50% of the Deposit to Sellers and Purchaser, respectively. SECTION 3.3 Working Capital Determination. (a) Interim Working Capital Statement. No later than five (5) Business Days prior to Closing, Sellers shall deliver a statement (the "Interim Working Capital Statement ") to Purchaser setting forth the Interim Working Capital Amount. (b) Final Working Capital Statement. (i) On the Closing Date, Sellers and Purchaser shall conduct a physical count of Working Capital and as soon as practicable thereafter but in any event no later than ninety (90) days after the Closing Date, Sellers shall determine the aggregate value of the Working Capital as of the Closing based upon such physical count and in accordance with Schedule 3.3(b)(i), and deliver to Purchaser a statement containing such calculation (the "Draft Working Capital Statement"). (ii) The Draft Working Capital Statement shall be conclusive of the amount of the Final Working Capital Amount and shall be final and binding upon the Parties unless before the tenth (10'") Business Day after the date on which the Draft Working Capital Statement was delivered to Purchaser, Purchaser gives to Sellers a notice of objection (an "Objection Notice ") to any matter stated in the Draft Working Capital Statement. Any Objection Notice shall specify, in reasonable detail, those items or amounts as to which Purchaser disputes, and Purchaser shall be deemed to have agreed with all other items and amounts contained in the Draft Working Capital Statement and the calculations of the Final Working Capital Amount set forth therein (iii) If Purchaser fails to deliver an Objection Notice within such ten (10) Business Day period, Purchaser shall be deemed to have waived its rights to contest the Draft Working Capital Statement and the calculation of the Final 26 http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l - dorado 4/27/2016 Exhibit 25 Page 47 of 130 http://www.see.gov/Archives/edgar/data/l 534504/000153450415000076/exhibit2 1 -dorado... 4/27/2016 Exhibit Page 46 of 130 SECTION 2.6 Disclaimer. Purchaser acknowledges it has made its own independent investigation, analysis, evaluation and verification of the Assets. EXCEPT AS PROVIDED IN ARTICLE V AND IN THE ANCILLARY AGREEMENTS, THE RELATED AGREEMENTS, THE DEEDS AND BILLS OF SALE EXECUTED IN CONNECTION HEREWITH, THE ASSETS, SOLD BY SELLERS AND ACCEPTED BY PURCHASER, ARE SOLD AND ACCEPTED "AS IS, WHERE IS," AND "WITH ALL FAULTS" WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY, QUALITY, VALUE OR OTHERWISE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO PURCHASER'S INTENDED OR ACTUAL USE OF THE ASSETS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, EXCEPT AS PROVIDED IN ARTICLE V AND IN THE ANCILLARY AGREEMENTS, THE RELATED AGREEMENTS, THE DEEDS AND BILLS OF SALE EXECUTED IN CONNECTION HEREWITH, (I) SELLERS AND THEIR RESPECTIVE AFFILIATES MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS, OR OPERATING MANUALS CONVEYED AS PART OF THE ASSETS' BOOKS AND RECORDS, (II) PURCHASER'S SUBSEQUENT USE OF SUCH MATERIALS SHALL BE AT PURCHASER'S OWN RISK AND (III) PURCHASER RELEASES SELLERS AND THEIR RESPECTIVE AFFILIATES FROM ANY LOSS, LIABILITY, OR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO PURCHASER'S USE OF SUCH MATERIALS. ARTICLE III PURCHASE PRICE SECTION 3.1 Purchase Price. The aggregate purchase price (the "Purchase Price ") payable by Purchaser to Sellers for the Assets shall be (a) Five Hundred Thirty Seven Million Five Hundred Thousand Dollars ($537,500,000) (the "Base Price ") l�us the Final Working Capital Amount and (b) the assumption by Purchaser of the Assumed Liabilities. SECTION 3.2 Deposit. (a) Concurrently with the execution of this Agreement Purchaser shall pay to the Escrow Agent an amount equal to Ten Million Dollars ($10,000,000) (this amount, together with any earnings accrued thereon, the "Deposit ") in accordance with the terms of the Escrow Agreement. The Deposit shall be held by the Escrow Agent pursuant to the Escrow Agreement and shall be disbursed as provided therein. (b) The Parties' rights and obligations with respect to the Deposit shall be governed by this Agreement. The Parties shall instruct the Escrow Agent to disburse the Deposit in accordance with one of the following provisions, whichever shall apply: (i) If the Closing occurs, then the amount of the Deposit shall be credited towards the Purchase Price and the Parties shall instruct the Escrow Agent to disburse the Deposit to Sellers; http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 45 of 130 (d) all Liabilities for trade account payables incurred prior to the Closing Date, to the extent that such trade account payables are included in the Final Working Capital Amount; (e) all Liabilities related to Transferred Employees accruing following the Closing; (f) all Liabilities allocated to the Purchaser or its Affiliates pursuant to the Pre - Closing Transition plan; and (g) subject to Section 10.2(d), all Category B- Liabilities; and (h) subject to Article XV, all Environmental Liabilities. SECTION 2.4 Excluded Liabilities. The applicable Sellers shall retain and be responsible for all Liabilities or Legal Proceedings: (a) arising out of, relating to or otherwise in respect of Offsite Disposal Activities and the Excluded Assets; (b) under the Assumed Contracts including all of Sellers' performance obligations arising or requiring performance by the Sellers or their respective Affiliates and payable prior to'the Closing Date (including invoiced amounts accrued and payable under such Assumed Contracts prior to the Closing Date); (c) for Taxes with respect to the Assets for taxable periods beginning prior to the Closing Date or allocable to the portion of the Straddle Period prior to the Closing Date, in each case, to the extent provided for in Article XIV; (d) for trade account payables incurred prior to the Closing Date, to the extent that such trade account payables are not included in the Final Working Capital Amount; (e) related to Transferred Employees accruing on or prior to the Closing; and (f) (i) set forth on Schedule 2.4(fl(i) and (ii) the Category A- Liabilities, except, in each case, any such Liabilities and Legal Proceedings in respect of the Corrective Action Orders or any Environmental Liabilities assumed by Purchaser pursuant to Article XV, including the assumed matters set forth on Schedule 2.3(a) (collectively, the "Excluded Liabilities "). SECTION 2.5 Sale of Assets Only. The Transaction constitutes only the sale by Sellers to Purchaser of assets and not the sale of businesses. Purchaser is experienced in the operation of properties like the Assets and is familiar with the risks involved in owning and operating properties like the Assets, and is not relying on Sellers to furnish Purchaser any information as to such risks. M http: / /www.see.gov/ Archives /edgarldatal l534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 44 of 130 (h) the Sellers' rights under this Agreement and the Ancillary Agreements; (i) any claim, right or interest in or to any refund, rebate, abatement or other recovery of Taxes with respect to the Assets for Pre - Closing Tax Periods; 0) all railcars and other rolling stock used in the business conducted by the Assets (whether located at the Sites or otherwise); (k) all equipment, furnishings, machinery, tools, motor vehicles, trucks, trailers, vessels, shore equipment and other tangible personal property not owned by Sellers and located on the Sites; and (1) any unknown idle or abandoned line segments owned by Seller that (i) are not Specifically Assumed Idle Crude Line Segments or are located beyond five hundred (500) feet of the existing pipelines described in clauses (a) through (g) of the definition of Crude Pipeline Systems and/or (ii) are not Specifically Assumed Idle Product Line Segments or are located beyond five hundred (500) feet of the existing pipelines described in clauses (a) through (g) of the definition of Product Pipeline Systems; (m) any sub - surface mineral rights related to any Owned Real Property identified on Schedule 2.2(m). SECTION 2.3 Assumed Liabilities. On the terms and subject to the conditions in this Agreement, from and after the Closing, Purchaser shall assume, satisfy, be solely responsible for the payment, performance and discharge of all Liabilities related to, arising from or in respect of the Assets as described below (the "Assumed Liabilities "), including, the following: (a) all Liabilities related to or arising in connection with operation of the Sites or the ownership or operation of the Assets whether arising before, on or after the Closing Date, except for Excluded Liabilities; provided that Legal Proceedings arising prior to the Closing Date shall be assumed only to the extent that such Legal Proceedings are set forth on Schedule 2.3(a) (as such schedule may be updated as of the Closing Date in accordance with the terms thereof); (b) all Liabilities under the Assumed Contracts including all performance obligations arising or requiring performance, on or after the Closing Date (other than invoiced amounts payable and accrued under such Assumed Contracts prior to the Closing Date) and including all Liabilities provided for in the Ancillary Agreements; (c) all Liabilities for Taxes with respect to the Assets for taxable periods beginning after the Closing Date or allocable to the portion of the Straddle Period beginning after the Closing Date to the extent provided for in Article XIV; �1 http://www.sec.gov/Archives/edgar/data/i 534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 43 of 130 (h) all licenses, permits, variances, certifications, fuels formulations, approvals and authorizations issued by any Governmental Authority to a Seller, together with any renewals, extensions or modifications thereof and additions thereto, to the extent transferable or assignable and in each case which are used primarily in connection with the Assets, including those set forth in Section 5.10 of the Disclosure Schedule; (i) the Books and Records; 0) the emissions credits and allowances as described on Schedule 2.1(i); and (k) all other assets owned or leased by Sellers, located at the Sites and otherwise used in the ordinary course in the conduct of the business of the Assets, including precious metal catalyst, in each case, as set forth on Schedule 2.1(k). SECTION 2.2 Excluded Assets. Nothing herein contained shall be deemed to sell, assign, transfer, convey or deliver to Purchaser, and Sellers shall retain all right, title and interest to, in and under all assets, property, interests and rights of Sellers other than the Assets, including each of the following assets (the "Excluded Assets "): (a) all cash, cash equivalents, cash deposits, bank accounts, certificates of deposit, savings and other similar cash or cash equivalents of every kind, nature, character and description; (b) all Intellectual Property of the Sellers (including, the Excluded Trademarks) or of any Third Party, other than the technical information and patents expressly licensed or otherwise expressly provided to Purchaser pursuant to the Technology Agreements; (c) all Contracts other than the Assumed Contracts; (d) general books and records that comprise Sellers permanent accounting or Tax records; (e) actions, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery defenses, rights of set off, counterclaims or rights of recoupment of any kind or nature (including any such item relating to Taxes), in each case relating to Excluded Assets or Excluded Liabilities; (f) all ExxonMobil Policies; (g) all assets, whether real or personal, tangible or intangible, which are owned, used or held for use by Sellers for any purpose other than for use primarily in connection with the Assets; 22 http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 42 of 130 unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (k) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules and exhibits attached thereto. (1) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. ARTICLE II PURCHASE AND SALE SECTION 2.1 Purchase and Sale. On the terms and subject to the conditions in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all right, title and interest of Sellers in and to the following assets other than any Excluded Assets (the "Assets "), in each case free and clear of all encumbrances (other than Permitted Encumbrances or encumbrances created or imposed by Purchaser or under applicable securities Laws): (a) the Terminals; (b) the Refinery; (c) the Pipelines; (d) the Logistics Facilities; (e) without duplication of any amounts and items settled through the Working Capital adjustment pursuant to Section 3.4(a), (i) the Closing Inventory as determined in accordance with Schedule 2.1(e)(i) for Closing Inventory Measurement and Valuation and (ii) the Equipment, as listed on Schedule 2.1(e)(ii) (as such schedule is updated as of the Closing Date); (f) the Contracts listed on Schedule 2.1 (f) (as such schedule is updated as of the Closing Date) which a Seller is a party to and used primarily in connection with the Assets (the "Assumed Contracts "); (g) all rights, privileges, improvements and appurtenances belonging, pertaining or relating to the Real Property and owned by a Seller; 21 http: / /www.see.gov /Archives /edgarldata11534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 41 of 130 http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit Page 40 of 130 Business Day, the period shall be deemed to expire at 5:00 p.m. Eastern Time on the next succeeding Business Day. If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day. (d) The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are hereby incorporated herein and made a part hereof as if set forth herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Any disclosure set forth in one section of the Schedules shall apply to (i) the representations and warranties or covenants contained in the Section of this Agreement to which it corresponds in number, (ii) any representation and warranty or covenant to which it is referred by cross reference, and (iii) any other representation, warranty or covenant to the extent that it is reasonably apparent from the wording of such disclosure that such disclosure is applicable to and could qualify any such representation, warranty or covenant. (e) In this Agreement, unless the context requires otherwise, words in one gender shall include all genders and words in the singular shall include the plural and vice versa. (f) The division of this Agreement into Articles, Sections and other subdivisions, the insertion of headings and the provision of a table of contents are for convenience of reference only, shall not affect or be utilized in construing or interpreting this Agreement and are not intended to be full or precise descriptions of the text to which they refer. (g) Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits of this Agreement. (h) Wherever the words "include ", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and shall not be construed to limit any general statement that it follows to the specific items or matters immediately following it. (i) The words "hereof', "herein", "hereto ", "hereunder ", "hereby" and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it. 0) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re- enacted, consolidated or replaced from time to time and in the case of any such amendment, re— enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re- enacted, consolidated or replaced provision and also include, 20 http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2I -dorado... 4/27/2016 Exhibit 19 Page 39 of 130 http://www.see.gov/Archives/edgar/data/l 534504/000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 38 of 130 Employee who is on short-term disability or a leave of absence on the Closing Date, begins employment within one hundred eighty (180) days after the Closing Date. "Unit Fill" means all volumes of product, hydrocarbons and other materials that Sellers have title to which is, as of the Closing, located at or contained in any part or portion of any refining or processing unit located within the boundaries of the Refinery, but excludes hydrocarbons and products contained in the Refinery Tankage. "Vernon" means the Vernon Terminal located at 2709 East 37th Street, Vernon, CA 90058, including the regional distribution center located at 2619 East 37th Street, Vernon, CA 90058, and the meter station located at 2501 East 37th Street, Vernon, CA 90058. "WARN Act" means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101 et seq., and any similar state or local law; "Cal- WARN" means the California Worker Adjustment and Retraining Notification Act, Cal. Labor Code §1400 et seq. "Working Capital" means (i) all inventories of stock -in -trade and merchandise including materials, supplies, work -in- progress, finished goods, tooling, service parts and purchased finished goods owned by Sellers located on the Sites or in the pipelines owned by Third Parties and used in connection with the operation of the Assets (including those in possession of suppliers, customers and other third parties), and any trade accounts payable, trade accounts receivable, prepaid charges (in each case, if any), rent and fees that relate solely to. the Assets, (ii) Closing Inventory Volumes, (iii) certain emissions credits and allowances as described on Schedule 2.1(i) and (iv) either (A) a credit in the amount by which the value of any catalyst in exceeds the Specified Catalyst Amount or (B) a deduction in the amount by which the Specified Catalyst Amount exceeds the value of any catalyst, in each case, determined in accordance with the Working Capital Methodology. "Working Capital Methodology" means the calculation methodology (including measurement and valuation procedures) set forth on Schedule 2.1(e)(i) and the additional adjustment to be made with regard to emissions credits and allowances not otherwise included in the Base Price as set forth on Schedule 2.1(i) pursuant to which the aggregate value of the Working Capital is determined. SECTION 1.2 Certain Interpretations. (a) Except as otherwise expressly provided in this Agreement, any reference in this Agreement to 'T' or dollars shall mean United States Dollars and any payment contemplated by this Agreement shall be made by wire transfer of immediately available funds. (b) In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded. (c) In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. Eastern Time on the last day of the period. If any period of time is to expire hereunder on any day that is not a http: / /www.sec.gov/ Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 37 of 130 "Terminals" means Atwood, Southwest Terminal, and Vernon. "Third Party" means any Person other than Sellers' Indemnified Parties and Purchaser's Indemnified Parties. "Third Party Claim" has the meaning set out in Section 10.4. "Third Party Estimate" has the meaning set out in Section 8.12(d). "Third Party Terminals" means any terminal which is not owned by Sellers and where Sellers store crude and product including Tesoro Vinvale, Kinder Morgan Mission, Kinder Morgan Colton, Kinder Morgan, Carson, Kinder Morgan Watson, Plains Dominguez Hills, and Petro Diamond -Long Beach. "Three Month Dollar LIBOR" means in relation to any day in respect of which an interest rate is to be determined, the relevant day being the first Business Day of the relevant period for which an amount of interest is to be calculated: (a) the three (3) month London Interbank offered rate for deposits in US Dollars which is reported on the US0003M <index> HP page on the Bloomberg Rates Service (or such other page as may replace such page on such service for the purpose of displaying London Interbank offered rates for deposits in US Dollars) at or about 11.00 a.m. London time on the relevant day; or (b) if no such rate is reported at the relevant time on the relevant day, the arithmetic mean (rounded upwards to four decimal places) of the rates quoted by the principal London offices of Lloyds TSB Bank plc, Barclays Bank plc and HSBC Bank plc to prime banks in the London Interbank market at or about 11.00 a.m. London time on the day for three (3) month deposits in US Dollars or, if the rates in (a) and (b) are, for any reason, not available on the relevant day, such comparable rate as the Parties may agree. Any interest calculation using this definition shall be based on resetting the interest rate every ninety (90) days starting from the first Business Day of the relevant period and continuing until the end of the relevant period; e.g., on the first Business Day of the first ninety (90) days of the relevant period, then the first Business Day of the second ninety (90) days of the relevant period, etc. The interest calculation will be based on the number of days interest accrues divided by three hundred sixty (360) days; "Threshold" has the meaning set out in Section 10.6(I). "Title Commitment" has the meaning set out in Section 8.8(c). "Title Company" means a nationally recognized title company selected by Purchaser, but if such title company is not able to issue the title policies in accordance with Section 8.8(c), Title Company means another nationally recognized title company willing to issue such title policies. "Transaction" means the transactions contemplated by this Agreement and the Ancillary Agreements. "Transferred Employee" means any Included Employee who accepts an offer of employment from Purchaser and begins employment with Purchaser on the Closing Date or, in the case of any Included IN http: / /www. sec .gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit 17 Page 36 of 130 http: / /www.see.gov/ Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 35 of 130 "Straddle Period" means any Tax period beginning on or before and ending after the Completion Date. "Survey" has the meaning set out in Section 8.8(d). "System Information" means all financial and business information related to the Assets that is held in systems of the Sellers or Affiliates of the Sellers or which are part of any service agreements made by the Sellers with service providers and which form part of the regulatory bookkeeping obligations of the Sellers but shall not include Seller's Intellectual Property. "System Transition Plan" means the plan for the transition of Sellers' systems related to the Assets to Purchaser as set forth in Schedule 8.1(c). "Taking" means a taking of all or any material portion of the Assets by condemnation or eminent domain or by agreement in lieu thereof (whether through regulation or otherwise) with any Person or Governmental Authority authorized to exercise such rights for which the associated replacement costs would reasonably be expected to exceed Eleven Million Dollars ($11,000,000); provided that none of the following, either alone or in combination, shall be taken into account in determining whether there has been a Taking: (a) events, circumstances, changes or effects that generally affect the industries or segments thereof in which Sellers operate the Assets (including legal and regulatory changes); and (b) general business, economic or political conditions (or changes therein). "Tax Appeals" has the meaning set out in'Section 14.5. "Tax Contest" has the meaning set out in Section 14.3(b). "Tax Returns" means all returns, information returns, reports, elections, agreements, declarations, claim for refund, statement or other documents of any nature or kind required to be filed with any applicable Governmental Authority in respect of Taxes, including any amendments thereto. "Taxes" means all past, present or future federal, state, local or foreign taxes including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, and any other taxes, customs duties, fees, levies, imposts and other assessments or similar charges in the nature of a tax including pension plan contributions, employment insurance and unemployment insurance payments and workers' compensation premiums, together with any installments with respect thereto, and any interest, fines, penalties, similar liabilities and obligations, in all cases imposed, levied, collected, withheld or assumed by any Governmental Authority in respect thereof and whether disputed or not. "Technical Information" shall have the meaning set forth in the Refining Technology Agreement. "Technology Agreements" means the Refining Technology Agreement and the Logistics Technology Agreement. "Technical Assistance Agreement" means a technical assistance agreement to be made available to the Purchaser at the Closing. http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 34 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 33 of 130 "Seller" has the meaning set out in the Preamble. "Sellers' Bank Account" means a bank account or bank accounts to be designated by Sellers in a written notice to Purchaser at least two Business Days prior to the Closing Date, specifying the portion of the Base Price, the Interim Working Capital Amount and, if applicable, any Adjustment Amount payable to each such account, or such other bank account as may be designated by Sellers in a written notice to Purchaser following Closing. "Sellers' Indemnified Parties" means Sellers and Sellers' past, present and future Affiliates and their respective directors, officers, employees and agents. "Sellers' Proportionate Share" has the meaning set out on Schedule 16.7. "Sites" means the Refinery, Pipelines and Terminals. "Southwest Terminal" or "SWT" means the Southwest Terminal Area 1 and/or Area 2 located at the Port of Los Angeles, including the lease agreement for the real property and the rights, easements, privileges, improvements and appurtenances belonging to Sellers and pertaining or relating to such real property. "Southwest Terminal Lease" means that certain Permit No. 704 granted by The City of Los Angeles to Mobil Oil Corporation, dated as of January 2, 1994, as amended by First Amendment to Permit No. 704. "Specifically Assumed Idle Crude Line Segments" has the meaning set out in the definition of Crude Pipeline System. "Specifically Assumed Idle Product Line Segments" has the meaning set out in the definition of Product Pipeline System. "Specified Assumed Contract" means any Assumed Contract other than an Assumed Contract which (i) is critical to the integrity, operation or safety of the Assets and (ii) if not renewed, extended or modified by Sellers would cause a breach by Sellers of the representation set forth in Section 5.9 and the covenant set forth in Section 7.1(a). "Specified Catalyst Amount" means precious metal catalyst owned by Sellers in units and warehouses equal to Nine Million Dollars ($9,000,000) (as determined in accordance with the Working Capital Methodology). "Specified Chemical Amount" means petrochemical inventory (including additive stock) owned by Sellers equal to Four Million Five Hundred Thousand Dollars ($4,500,000) (as determined in accordance with the Working Capital Methodology). "Specified Matter" has the meaning set out in Schedule 16.7. "Specified Matter Remediation" has the meaning set out in Schedule 16.7. 16 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 32 of 130 "Purchaser" has the meaning set out in the Preamble. "Purchaser's Indemnified Parties" means Purchaser and Purchaser's Affiliates and their respective directors, officers, employees and agents. "Qualifying Purpose" shall have the meaning set out in Section 8.13(b). "RDC Services Agreement" means a RDC services agreement to be entered into on the Closing Date, substantially in the form of Exhibit G attached hereto. "Real Property" means the Owned Real Property and the Leased Real Property. "Recipient" has the meaning set out in the definition of Confidential Information. "Refinery" means the ExxonN4obil Torrance Refinery located at 3700 West 190th Street, Torrance, CA 90509, including the Torrance Terminal, the refinery process units, fuel process and handling units, above ground and underground storage tanks and piping, utilities, office buildings and other structures, fixtures and tangible property owned by Sellers as of the Closing Date. "Refinery Tankage" means and includes all tanks (and in the case of certain specialty products, all staging areas, sulphur pits or other storage facilities) that are used for the storage of products and located within the boundaries of the Refinery. "Refining Technology Agreement" means a refining technology agreement to be entered into on the Closing Date, substantially in the form attached hereto as Exhibit H. "Regulatory Approvals" means all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or other Person necessary to consummate the Transaction including, any filings or consents under the HSR Act or any other antitrust law. "Related Agreements" means the Crude Supply Agreement, the Product Off -Take Agreement, the RDC Services Agreement, the Joint Use and Cooperation Agreement and the Escrow Agreement. "Repair Cost Dispute" has the meaning set out in Section 8.12(d). "Repair Costs" has the meaning set out in Section 8.12(b). "Repair Negotiation Period" has the meaning set out in Section 8.12(c). "Representative" when used with respect to a Party, means each director, officer, employee, agent, consultant, adviser and other authorized representative of such Party who is involved in the Transaction. "Represented Employees" has the meaning set out in Schedule 11.1. "Required Permits" has the meaning set out in Section 8.9. IR http: / /www. sec .gov /Archives /edgar /data/I 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit 14 Page 31 of 130 http: / /www. sec .gov /Archives /edgar /data/l534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit Page 30 of 130 "Product Pipeline Systems" means, collectively, the pipeline systems generally transporting fuels products from the Refinery, generally described as follows and more specifically described on Schedule 1.1 -A (Pipeline Descriptions): (a) M -141 Pipeline System — a twelve (12) mile eight inch (8 ") jet fuel pipeline from the Refinery to Los Angeles International Airport; (b) M -145 Pipeline System — a seventeen (17) mile twelve inch (12 ") pipeline from the Refinery to Vernon and the Kinder Morgan terminal at Watson.; (c) M -3 Pipeline System — a thirty three (33) mile six and eight inch (6" and 8 ") CARB only pipeline from Vernon to Atwood, (d) L -42 Pipeline System — an eight (8) mile eight and ten inch (8" and 10 ") CPUC regulated pipeline from the Refinery to the Kinder Morgan Carson terminal; (e) M -119 Pipeline System — a twelve (12) mile 10 inch (10 ") pipeline from the Refinery to Southwest Terminal 1; (f) L -43 Pipeline System — a twelve (12) mile ten and twelve inch (10" and 12 ") black oils pipeline from the Refinery to Southwest Terminal 1; (g) The idle and abandoned line segments to the extent specifically listed on Schedule 1.1 -A ( "Specifically Assumed Idle Product Line Segments "); (h) Any unknown idle or abandoned line segments owned by a Seller that is not a Specifically Assumed Idle Product Line Segment but is located within five hundred (500) feet of the existing pipelines described in clauses (a) through (g) of this definition of Product Pipeline Systems; (i) The Logistics Facilities associated with the aforementioned pipeline system; (j) All of the real property related to the aforementioned pipeline systems and owned in fee, (the "PPS Real Property"), which shall be conveyed to Purchaser by one or more Deeds, as applicable; and (k) To the extent assignable, transferrable Easements relating to the aforementioned pipeline systems and Logistics Facilities associated with the aforementioned pipeline systems, each of which is listed on Attachment 2 to Schedule 1.1 -A hereto (as such schedule is updated as of the Closing Date). "Product Offtake Agreement" means a Product Offtake Agreement to be entered into on the Closing Date, substantially in the form of Exhibit F attached hereto. "Property Taxes" has the meaning set out in Section 14.1. "Purchase Price" has the meaning set out in Section 3.1. http: / /www.sec.gov /Archives /edgar /data/l534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 29 of 130 "Owned Real Property" means the real property at Atwood, Vernon, the Refinery, the CPS Real Property and the PPS Real Property. "Party" means any party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party. "Pending and Unresolved" means, with respect to a Legal Proceeding, a written claim or action that has been instituted or filed and awaiting the levy, assessment or imposition by a Governmental Authority of a monetary fine, penalty or corrective or compliance Order. "Permit" has the meaning set out in Section 5.10. "Permitted Encumbrances" means: (a) all (i) title exceptions, defects and other matters set forth in the Due Diligence Materials and not required to be removed by Sellers in accordance with Section 8.8 (c), and (ii) such other matters, whether or not of record, affecting the Real Property on the Closing Date which shall have arisen out of, or by reason of, any acts of Purchaser or its representatives, agents, contractors, advisors or consultants; (b) all zoning, building and all other similar laws applicable to the ownership, use or development of, or the right to maintain or operate the Real Property assets; (c) all encumbrances shown on the survey of the Real Property obtained by Purchaser which are not otherwise required to be removed pursuant to Section 8.8 or otherwise; (d) all liens for unpaid taxes, assessments, charges, and any other Governmental Entity or quasi - governmental charges, which are not yet delinquent; (e) all leases, easements and Servitudes as disclosed on the Schedules or that benefit the applicable Real Property and in effect on the Closing Date and the rights of parties thereunder; (f) any other liens, provided the title companies, at the Closing, will insure, at no additional cost to Purchaser, against collections of such Permitted Encumbrances from the Real Property; (g) all environmental liens described in any title commitment, disclosed to Purchaser by Sellers in writing prior to or within fifteen (15) days after the Effective Date; (h) any reservations and limitations set out in any Applicable Law pertaining to land titles; (i) such other matters as do not interfere in any material respect with the ownership, use, occupancy or operations of Purchaser upon the Real Property as used historically in the normal course; and 0) such other matters with respect to which Purchaser has agreed to take pursuant to the terms of this Agreement, including (A) the items set forth on Schedule 8.8(e)(i), (B) any Environmental Liability (excluding for the avoidance of doubt any Category A- Liability or Category B- Liability to the extent of Sellers' Proportionate Share), and (C) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property. "Person" means any individual, corporation, partnership, firm, joint venture, association, joint -stock company, trust, unincorporated organization, Governmental Authority or other entity. "Pipelines" means the Crude Pipeline Systems and the Product Pipeline Systems. "Pipeline Owned Real Property" means collectively, the CPS Real Property and the PPS Real Property. "Pre- Closing Transition" has the meaning set out in Section 8.14. 13 http://www.see.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2 I - dorado... 4/27/2016 Exhibit 12 Page 28 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Page 27 of 130 unless, in each such case, legally awarded, or legally required to be paid, to a third -parry in respect of a claim pursuant to the indemnification obligations hereunder; and provided further that notwithstanding the foregoing, Sellers shall be entitled to seek and obtain recovery for direct and indirect damages suffered or incurred (including any incidental damages, lost profits or similar items (such as loss of revenue, loss of income or profits, diminution of value or loss of business opportunity relating to a breach or alleged breach)) relating to, arising from or in connection with a breach of Section 8.3 (Confidentiality) without regard to the recovery limitations set forth in this definition of "Losses ". "MAP Act" has the meaning set out in Section 8.8(fl. "Material Title Exceptions" has the meaning set out in Section 8.8(e)(i). "Mini- Basket" has the meaning set out in Section 10.6(1). "Municipally Financed Property" shall have the meaning set out in Section 8.13(a). "Neutral Auditor" has the meaning set out in Section 3.5(a). "New Easements" has the meaning set forth in Section 8.8(a). "Non- Represented Employees" has the meaning set out in Schedule I LI. "Notes" has the meaning set out in paragraph (b) of the definition of "Confidential Information ". "Notice of Claim" has the meaning set out in Section 10.5(a). "Notices" means the notices required to be given to any Person under Applicable Law or pursuant to any Contract or other obligation to which a Seller is a party or by which a Seller is bound or which is applicable to any of the Assets, in connection with the execution and delivery of this Agreement or the closing of the Transaction. "Objection Date" has the meaning set out in Section 8.8(e)(i). "Objection Notice" has the meaning set out in Section 3.2(b)(ii). "Off -Site Disposal Activities" means any off -site transportation, storage, disposal, or treatment, or any arrangement for off -site transportation, storage, disposal, or treatment of any Hazardous Substances; provided, however, that the term "Off -Site Disposal Activities" shall not include (i) the off -site portion of an Environmental Matter that has migrated from the Real Property, and (ii) Environmental Matters emanating from the Real Property to waterways extending beyond the shoreline, if any. "Off -Site Disposal Activities Losses" has the meaning set out in Section 10.2(c). "Order" means any order, directive, judgment, decree, injunction, decision, ruling, requirement, award, writ, assessment or other award of any Governmental Authority, or binding arbitration. http: / /www.see.gov /Archives /edgar /data/ 1534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit 11 Page 26 of 130 http: / /www.see.gov /Archives /edgar/ data / 1534504/ 000153450415000076 /exhibit21- dorado... 4/27/2016 Exhibit Page 25 of 130 "Joint Use and Cooperation Agreement" means an agreement for the use of certain pipelines to be entered into on the Closing Date, substantially in the form of Exhibit D attached hereto. "Knowledge" or "knowledge" means, to the extent related to Sellers or the Purchaser, as the case may be, such knowledge as is actually known by the Persons listed on Schedule 1.1 -13. "Law" has the meaning set out in the definition of "Applicable Law ". "Leased Real Property" means Southwest Terminal which is leased by Sellers pursuant to the Southwest Terminal Lease. "Legal Proceeding" means any pending or threatened litigation, action, cause of action, appeal, request for injunctive relief, application, suit, investigation, inquiry, charge, hearing, claim, complaint, deemed complaint, grievance or expropriation, or any civil, administrative, regulatory or criminal, arbitration or proceeding or other similar proceeding, before or by any court, tribunal or Governmental Authority and includes any appeal or review thereof and any application for leave for appeal or review. "Liability" means, with respect to any Person, any debt, liability, obligation or responsibility of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person and including all costs and expenses relating thereto. "Logistics Facilities" means (i) all pumps, valves, controls, fittings, pipe, storage tanks, and other pipeline appurtenances used in the operation of the Pipelines and pipeline stations, including those associated with any Specifically Assumed Idled Crude Line Segments, Specifically Assumed Idled Product Line Segment and any unknown idle and abandoned pipeline segments included as of the Closing Date in the Crude Pipeline System or the Product Pipeline System; and (ii) the fuel handling units, above ground and underground storage tanks and piping, utilities, wharves, office buildings and other structures and improvements used in the operation of the Terminals, in each case, which are owned by Sellers as of the Closing Date. "Logistics Technology Agreement" means a logistics technology agreement to be entered into on the Closing Date, substantially in a form as attached hereto as Exhibit E. "Long Stop Date" means the date 12 months after the Effective Date. "Losses" means all losses, damages, costs, expenses, liabilities, obligations, costs of actions or inactions required in response to injunctive relief, responsibilities and claims of any kind (including any claims arising in any Legal Proceedings brought by any Governmental Authority or other Person and including reasonable attorneys' fees); provided, that subject to the following proviso, in no event shall Losses be deemed to include any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof), http: / /www.sec.gov/ Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 24 of 130 (d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange or professional association. "Guarantee" has the meaning set out in Section 6.5. "Guarantor" has the meaning set out in Section 6.5. "Hazardous Substances" means all pollutants, contaminants and hazardous, flammable, toxic, radioactive, corrosive or caustic substances or otherwise hazardous substances (including crude oil, refined petroleum products and derivatives thereof), materials and waste whether solid, liquid, gaseous or vapor, and heat, sound, vibration, and whether alone or in combination with any substances and whether or not such pollutant, contaminant, substances, material or waste is referred to specifically in or regulated under any Environmental Law, and for greater certainty, includes all substances referred to specifically in, or regulated under any Environmental Law. "HSR Act" means the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended. "Included Employees" has the meaning set out in Schedule 11.1. "Indemnified Party" means a Seller Indemnified Party or a Purchaser Indemnified Party, as the case may be.. "Indemnifying Party" means, in relation to an Indemnified Party, the Party to this Agreement that is required to indemnify such Indemnified Party under Article X. ' "Initial Objection Date" has the meaning set out in Section 8.8(e)(i). "Intellectual Property" means any and all patents, patent applications, trade secrets, trade names, know -how, technology, invention disclosures, registered copyrights, registered service marks or trademarks, any applications to register any copyrights, service marks, or trademarks, any unregistered copyrights, service marks, trade names or trademarks and any computer software programs (including source code and object code). "Interim Working Capital Amount" means Sellers' good faith estimate of the aggregate amount of Working Capital as at the Closing Date determined in the manner set out in Schedule 3.3(b)(i). "Interim Working Capital Statement" has the meaning set out in Section 3.3(a). "Interim Period" means the period from the date of execution of this Agreement through the earlier of the termination of this Agreement or the Closing Date. "Intra- Refinery Line Fill" means all volumes of product that Sellers have title to which is, as of the Closing Date, located at or contained in pipelines that are within the boundaries of the Refinery or a Terminal (other than Pipelines connecting Areas 1 and 2 of the Southwest Terminal). fIl http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Page 23 of 130 "ExxonMobil's Captive Insurer" has the meaning set out in Section 12.1(b). "ExxonMobil Policies" has the meaning set out in Section 12.1. "Filing" means any filing with any Person or Governmental Authority required by any Party in connection with (i) the execution and delivery of this Agreement or any of the Ancillary Agreements or (ii) the consummation of the Transaction. "Final Working Capital Amount" means the aggregate value of the Working Capital as set forth in the Final Working Capital Statement. "Final Working Capital Statement" means the Draft Working Capital Statement (i) if no Objection Notice is delivered in connection therewith or (ii) as finally determined by the Neutral Auditor in accordance with Section 3.5(c). "Financial Information" has the meaning set forth in Section 5.12(a). "Franchise Agreement" means all franchises, licenses, leases, use permits, easements and other agreements granted or issued by any Governmental Authority relating to the use of real property or interests therein (including streets and highways) for a Pipeline or Logistics Facilities associated with such Pipeline. "GAAP" means the generally accepted accounting principles from time to time approved by the United States Financial Accounting Standards Board, or any successor entity thereto applied consistently with the practices, including reasonable accounting judgments, of the Sellers. "GeoTracker" means the internet- accessible database system (accessible at http: / /geotracker.waterboards.ca.gov/) used by the California Water Resources Control Board, regional boards, and local agencies to track and archive compliance data from authorized or unauthorized discharges of waste to land, or unauthorized releases of hazardous substances from underground storage tanks. "Governmental Authority" means: (a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise); (b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; (c) any court, tribunal, commission, individual, administrator, analyst, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and I http: / /www. sec .gov /Archives /edgar /datall534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Page 22 of 130 to Environmental Matters, including, without limitation, any Liability (whether unknown, actual or contingent) to investigate, make good, repair, reinstate, treat, clean up or otherwise remediate any Site or Hazardous Substances elsewhere which have emanated from or onto a Site or any equipment on a Site or which have arisen from activities or non - performance related to the Assets or for which the Sellers are held responsible, and irrespective of whether the cause of the liability is unknown, has been known or should have been known or understood by Sellers or their Representatives. "Environmental Matters" means pollution of the Environment including, but not limited to noise, emissions, deposits, discharges, spills and releases of Hazardous Substances into air, water, sewage systems and land and the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transmission and handling of Hazardous Substances or matters otherwise relating to the health and safety, including occupational health and safety, of any person or damage to the environment, property or assets. "Environmental Permit" means any license, permit, authorization, approval or other consent issued or required pursuant to any Environmental Law. "Equipment" means (i) the equipment, fixtures, furniture, furnishings, machinery, tools and other tangible personal property which is located on the Assets; (ii) the equipment, furnishings, machinery, tools and other tangible personal property, which is not located on the Assets; (iii) the motor vehicles, trucks, trailers and other equipment; and (iv) computer equipment and hardware. "Escrow Agent" means Deutsche Bank Trust Company Americas, in its capacity as Escrow Agent under the Escrow Agreement. "Escrow Agreement" means the agreement for the escrow of the Deposit entered into by and among Sellers, Purchaser and the Escrow Agent simultaneously with the execution of this Agreement. "Estimated Property Taxes" has the meaning set out in Section 14.1. "Excluded Assets" has the meaning set out in Section 2.2. "Excluded Liabilities" has the meaning set out in Section 2.4. "Excluded Trademarks" means petroleum related service marks, trademarks, logos, emblems, trade dress, applications for registration of marks, mark registrations, and other indicia of origin, including the names and marks MOBIL, EXXON, EXXONMOBIL, the Pegasus Design, the Tiger Design together with all variations and acronyms thereof and such other names, domain names, marks, logos (including the "Exxon" and "Mobil' logos), emblems, trade dress, and other indicia of origin related thereto or containing, incorporating, associated with, or comprising any of the foregoing, including any transliterations thereof or any name or mark confusingly similar thereto, in each case, as Exxon Mobil Corporation and its Affiliates may from time to time own or use in connection with manufacturing and marketing petroleum products and associated services. "Exxon Mobil Corporation" means Exxon Mobil Corporation, a New Jersey corporation. http://www.see.gov/Archives/edgar/data/I 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit 7 Page 21 of 130 http://www.sec.gov/Archives/edgar/data/I 534504/000153450415000076/exhibit2I -dorado... 4/27/2016 Exhibit Page 20 of 130 "Divestiture" has the meaning set forth in Section 8.7(d). "Draft Working Capital Statement" has the meaning set out in Section 3.3(b)(i). "Due Diligence Materials" means the materials disclosed to Purchaser in discussions or presentations made by the Sellers or their Representatives to Purchaser and made available in the online virtual data room accessed through www.intralinks.com which was maintained by or on behalf of the Sellers, including materials accessible through links made available in the Data Room related to the Assets, such as the GeoTracker. Due Diligence Materials shall further include materials made available to Purchaser in the Data Room by Seller during the Interim Period. "Easements" means the easements, right of way agreements, franchise agreements, contractual land - use and water crossing license agreements and similar agreements relating to a Pipeline and Logistics Facilities associated with such Pipeline. "Eastern Time" means the local time in the U.S. Eastern Time Zone. "Effective Date" means the date on which this Agreement is executed by the Parties. "Employee" has the meaning set out in Schedule 11.1. "Employees List" has the meaning set out in Schedule 11.1. "EMRE" means ExxonMobil Research and Engineering Company, a Delaware corporation. "Engineering Controls" means those restrictions and requirements imposed or permitted by any Governmental Authority with respect to activities on or the use of the Assets, including Easements, paving caps, engineered barriers, groundwater restrictions, activity and use limitations or restrictions, in each case, pursuant to Environmental Law, environmental land use controls, restrictive covenants, well drilling prohibitions, zoning restrictions, special building permit requirements, deed notices, and registration of sites containing Environmental Matters. "Environment" means living organisms (including humans and the ecological systems of which they form a part) and the following media (alone or in combination): air (including air within buildings and air within other natural or man-made structures, whether above or below ground); water (including water on, under or within land, or in drains or sewers, and coastal and inland waters); land (including land under water, the soil, and the sub - soil); and in the case of man includes his property; and includes the environment as defined in any applicable Environmental Law. "Environmental Law" means all Applicable Law (including, but not limited to, Liabilities arising in connection with or pursuant to relevant laws, statutes, regulations, codes, directives and the like and all. rules, regulations, ordinances, municipal by -laws, Orders or statutory guidance made thereunder) concerning Environmental Matters. "Environmental Liability" means any losses, costs, expenses (including any irrevocable value added taxes thereon), actions, proceedings, claims, demands, damages and any Liability, responsibility or obligation arising under or in connection with any Environmental Law in relation http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 19 of 130 (c) M -134 Pipeline System — a five (5) mile six and eight inch (6" and 8 ") idle pipeline connecting the Refinery to the coastal pipeline system; (d) M -131 Pipeline System — a fourteen (14) mile eight and ten inch (8" and 10 ") CPUC regulated pipeline commencing at CRC Long Beach and terminating at the Refinery; (e) M -137 Pipeline System — a one (1) mile 36 inch (36 ") pipeline which connects Southwest Terminal 1 and Southwest Terminal 2; (f) M -146 Pipeline System — an eleven (11) mile 24 inch (24 ") pipeline from Southwest Terminal 2 to the Refinery; (g) The idle and abandoned line segments to the extent specifically listed on Schedule 1.1 -A ( "Specifically Assumed Idle Crude Line Segments "); (h) Any unknown idle or abandoned line segments owned by a Seller that is not a Specifically Assumed Idle Crude Line Segment but is located within five hundred (500) feet of the existing pipelines described in clauses (a) through (g) of this definition of Product Pipeline Systems; (i) The Logistics Facilities associated with the aforementioned pipeline systems; (j) The real property used in connection with the aforementioned pipeline systems and owned in fee (the "CPS Real Property"), which shall be conveyed to Purchaser by one or more Deeds; and (k) To the extent assignable, transferable Easements relating to the aforementioned pipeline systems and Logistics Facilities associated with the aforementioned pipeline systems, each of which is listed on Attachment 1 to Schedule 1.1 -A hereto (as such schedule is updated as of the Closing Date). "Crude Supply Agreement" means a crude supply agreement to be entered into on the Closing Date, substantially in the form of Exhibit C attached hereto. "Data Room" means the online virtual data room accessed through www.intralinks.com which was maintained by or on behalf of the Sellers and through which the Purchaser and its Representatives have had access to Due Diligence Materials prior to the date hereof. "Deed" means the warranty deeds to be entered into as of the Closing Date. "Deposit" has the meaning set out in Section 3.2(a). "Designated Executive" has the meaning set out in Section 16.4(c). "Discloser" has the meaning set out in the definition of "Confidential Information". "Disclosure Schedule" has the meaning set out in Article V. 0 http://www.sec.gov/Archives/edgar/data/l 534504/000153450415000076/exhibit2I -dorado... 4/27/2016 Exhibit Page 18 of 130 (b) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing the same ( "Notes "); and (c) any matter relating to this Agreement or its terms or the Transactions; but does not include any information that: (d) is at the time of disclosure to the Recipient or thereafter becomes generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient's Representatives in breach of this Agreement; (e) is or was received by the Recipient on a non - confidential basis from a source other than the Discloser or its Representatives if such source is not prohibited from disclosing the information to the Recipient by a contractual, fiduciary or other legal confidentiality obligation in respect of such information; or (f) was known by the Recipient prior to disclosure in connection with the Transaction and was not subject to any contractual, fiduciary or other legal confidentiality obligation on the part of the Recipient. "Contracts" means any and all contracts and agreements, including those that are franchises, warranties, understandings, arrangements, leases, licenses, registrations, authorizations, mortgages, bonds, notes and other instruments as the same have been amended or supplemented. "Corrective Action Orders" has the meaning set out in Section 5.13(b). "CPS Real Property" has the meaning set out in the definition of Crude Pipeline System. "CPUC" means California Public Utility Commission. "Crude Pipeline Systems" means, collectively, the pipeline systems used to transport crude oil to the Refinery, generally described as follows and more specifically described on Schedule 1.1 -A (Pipeline Descriptions): (a) M -70 Pipeline System — a one hundred and sixteen (116) mile of primarily sixteen inch (16 ") pipeline (ten miles of twelve (12 ") pipeline) with six pumping/heating stations, commencing immediately downstream (south) of Emidio Station (35298 Maricopa Highway in Mettler, California (Kern County)) and terminating at the Refinery; (b) M- 1/M -55 Pipeline System — a fifty six (56) mile twelve and sixteen inch (12" and 16 ") pipeline commencing at Belridge Station and terminating immediately downstream (south) of Emidio Station; 5 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit21- dorado... 4/27/2016 Exhibit Page 17 of 130 "Closing" means the closing of the Transaction and completion of the sale and purchase of the Assets and assumption of the Assumed Liabilities in accordance with the provisions of this Agreement. "Closing Date" has the meaning set out in Section 4.1. "Closing Inventory" has the meaning set out in Schedule 2.1(e)(i). "Closing Inventory Volumes" means all hydrocarbon and hydrocarbon derived inventories located at or associated with each Site and, solely with respect to inventories associated with a Site, located in each Third Party Terminal (which shall be measured in accordance with Schedule 2.1(e)(i)) as follows: (i) raw materials (including crude oil and gas oil), feedstocks and intermediate stocks that are in transit to the Sites in third party pipelines and raw materials, feedstocks and intermediate stocks designated as Sellers' owned line fill in the Crude Pipeline Systems and in third party pipelines on which Sellers' ships such oil and stocks to and from the Assets; (ii) raw materials, blendstocks, feedstocks and intermediate stocks that (x) are located at the Refinery, (y) are in transit from a Site or a Third Party Terminal or (z) reside in the Terminals and in third party storage,; (iii) refined products that (x) are located at the Refinery, (y) are in transit from a Site or a Third Party Terminal or (z) located in the Terminals and in third party storage; and (iv) petrochemical products (owned or purchased by Sellers) that are (x) located at the Refinery, (y) in transit from a Site and a Third Party Terminal or (z) located in the Terminals and in third party storage as of the Closing, excluding in the case of each of clauses (i) through (iv), any such products for which title has passed from Sellers' or their designated Affiliate to a third party as of the Closing or for which there is an account payable as of the Closing; provided, however, that (x) "Closing Inventory Volumes" shall (1) not include Intra- Refinery Line Fill; basic sediment and water (as determined by the Refinery in the ordinary course) in storage tanks and Unit Fill at the Refinery, all of which shall be included in the Base Price and (2) include hydrocarbon volumes in pump stations related to the Pipelines, and (y) waste water, sludge (which, for the avoidance of doubt, does not include slop) and storm water tanks will not be measured and no value will be assigned to the content of such tanks. "Code" means the Internal Revenue Code of 1986, as amended. "Conditionally Assigned Easements" has the meaning set out in Section 8.8(b) "Confidential Information" means, in relation to a Party (the "Discloser "): (a) all information (other than Technical Information), in whatever form communicated or maintained, that the Discloser discloses to, or that is gathered for inspection by a Party (the "Recipient ") or any of the Recipient's Representatives in the course of the Recipient's review of the Transaction, whether provided before or after the date of this Agreement, that contains or otherwise reflects information concerning the Discloser or its businesses, affairs, financial condition, assets, liabilities (including Environmental Liabilities), operations, prospects or activities; 4 http: / /www.see.gov/ Archives /edgar / data / 1534504 /000153450415000076/exhibit2I - dorado... 4/27/2016 Exhibit Page 16 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 Exhibit Page 15 of 130 "Authorizations" means any and all permits, authorizations, approvals, registrations, certificates, orders, waivers, variances, private letter rulings or other governmental approvals, licenses, consents, or restrictions, in whatever form, relating to compliance with any Applicable Law, including any Environmental Permit, which are necessary to transfer the Assets and to enable Purchaser to own, maintain, and operate the Assets substantially in the same manner as they were operated prior to the Closing Date. "Base Price" has the meaning set out in Section 3.1. "Bill of Sale" means the bill of sale to be entered into as of the Closing Date, substantially in the form of Exhibit B attached hereto. "Bonds" shall have the meaning given that term in Section 8.13(a). "Books and Records" means notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and other records (excluding software) related solely to the Assets except to the extent such books of account and records comprise Sellers' permanent accounting or Tax records, in which case copies shall be provided to the extent related solely to the Assets. "Burdensome Condition" means any requirement imposed on Sellers or their Affiliates by a Governmental Authority in connection with the resolution or remediation of the Specified Matter that, individually or in the aggregate with other requirements, results or is reasonably likely to result in financial Liability to the Sellers and/or their Affiliates that exceeds thirty percent (30 %) of the Base Price. ' "Business Day" means a day (except Saturdays and Sundays and public holidays) when deposit - taking banks are open in New York, New York for the business of over - the - counter deposit - taking. "Cap" has the meaning set out in Section 10.6(fl. "Casualty" means a damage or destruction of all or any material portion of the Assets by a Casualty Event for which the associated repair or replacement costs would reasonably be expected to exceed Eleven Million Dollars ($11,000,000). "Casualty Event" means, with respect to any Person, any loss, damage or destruction of assets of such Person as a result of any act of God, fire, explosion, collision, earthquake, windstorm, flood or other casualty event or any condemnation by any Governmental Authority, but for the avoidance of doubt excluding any loss, damage or destruction as a result of events that arise in the ordinary course, such as depreciation or ordinary wear and tear. "Category A- Liability" has the meaning set out in Schedule 16.7. "Category B- Liability" has the meaning set out in Schedule 16.7. "CBAs" means the collective bargaining agreements between Sellers or their Affiliates and any of the unions related to any of the Employees, including all existing current Memoranda of Agreement, side letters and the Successorship Side Letter as set forth in Section 5.3(a) of the Disclosure Schedule. http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Page 14 of 130 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions. In this Agreement, including the recitals hereto and the Schedules, the following terms shall have the meanings specified in this Section 1.1: "Adjustment Amount" has the meaning set out in Section 3.4(a). "Adjustment Date" has the meaning set out in Section 3.4(a). "Affiliate" means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person, and the term "control' (including the terms "controlled by" and "under common control with ") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Agreement" has the meaning set out in the Preamble and, for the avoidance of doubt, shall include all exhibits and schedules referred to herein. "Allocation Schedule" has the meaning set out in Section 3.6 "Ancillary Agreements" means the Assignment and Assumption Agreement, Bill of Sale, Deeds, Refining Technology Agreement and Logistics Technology Agreement. "Applicable Law" means, with respect to any Person, property, Transaction, event or other matter, all foreign, federal, state, provincial and local: (a) constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, rule, municipal by -law, Order or other requirement having the force of law; (b) policy, practice, procedure, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law, or which is capable of having the force of law by further action of a Government Authority (collectively, the "Law ") relating or applicable to such Person, property, Transaction, event or other matter and also includes, where appropriate, any interpretation of the Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation. "Assets" has the meaning set out in Section 2.1. "Assignment and Assumption Agreement" means the assignment and assumption agreement to be entered into as of the Closing Date, substantially in the form of Exhibit A attached hereto. "Assumed Contracts" has the meaning set out in Section 2.1(f). "Assumed Liabilities" has the meaning set out in Section 2.3. "Atwood" means the Atwood Terminal located at 1477 Jefferson Street Anaheim, CA 92807 http: / /www.sce.gov /Archives /edgar /data/ 1534504/ 000153450415000076 /exhibit2I - dorado... 4/27/2016 Exhibit SALE AND PURCHASE AGREEMENT Page 13 of 130 THIS SALE AND PURCHASE AGREEMENT is entered into as of September 29, 2015 (this "Agreement "), by and among ExxonMobil Oil Corporation a New York corporation, and Mobil Pacific Pipeline Company, a Delaware corporation (together, the "Sellers ", and each individually, a "Seller ") and PBF Holding Company LLC, a Delaware limited liability company (the "Purchaser "). Sellers and Purchaser shall each be referred to in this Agreement as a "Party", and collectively as the "Parties ". Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article I. WITNESSETH WHEREAS, Sellers currently own and operate the Assets and desire to sell, assign, transfer, convey and deliver to Purchaser and Purchaser desires to purchase, acquire and accept from Sellers, all right, title and interest of Sellers in and to the Assets in the manner and subject to the terms and conditions set forth herein; WHEREAS, Sellers desire to assign to Purchaser, and Purchaser desires to assume from Sellers, the Assumed Liabilities in the manner and subject to the terms and conditions set forth herein; and WHEREAS, Guarantor shall guarantee the payment and performance of Purchaser's obligations hereunder, and, at or prior to Closing, Sellers and Purchaser, as applicable, shall enter into the Ancillary Agreements and the Related Agreements. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: 1 http: / /www.see.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit21- dorado... 4/27/2016 Exhibit Disclosure Schedule Page 12 of 130 http: / /www. sec .gov /Archives /edgar /datall 534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Exhibits Exhibit A Form of the Assignment and Assumption Agreement Exhibit B Form of the Bill of Sale Exhibit C Form of the Crude Supply Agreement Exhibit D Form of the Joint Use and Cooperation Agreement Exhibit E Form of the Logistics Technology Agreement Exhibit F Form of the Product Offtake Agreement Exhibit G Form of the RDC Services Agreement Exhibit H Form of the Refining Technology Agreement Schedules Schedule 1.1 -A Pipeline Descriptions Schedule 1.1 -B Knowledge Schedule 2.1(e)(i) Closing Inventory Schedule2.1(e)(ii) Equipment Schedule 2.1(f) Assumed Contracts Schedule 2.10) Emission Credit Transfer and Valuation Schedule 2.1(k) Other Assets Schedule 22(m) Excluded Sub - Surface Mineral Rights Schedule 2.3(a) Legal Proceedings Schedule 2.4(f)(i) Excluded Legal Proceedings Schedule 3.3(b)(i) Working Capital Determination Principles Schedule 3.6 Allocation Schedule Schedule 7.1(b) Pipeline Integrity Schedule 8.1(c) System Transition Plan Schedule 8.2(c) Description of Carve -Out Financial Statements Schedule 8.8(a) Certain Easements Schedule 8.8(b) Certain Title Matters Schedule 8.8(e)(i) Certain Non - Material Title Exceptions Schedule 8.9 Required Permits Schedule 8.12(d) Certain Mutually Acceptable Engineering Companies Schedule 8.13(a) Municipally Financed Property Schedule 8.14 Pre - Closing Transition Schedule 9.1(d)(ii) Required Closing Approvals and Consents Schedule 9.1(f) Restart Criteria Schedule 9.1(h) Permits Required for Closing Schedule9.1(i) SWTTerms Schedule 10.6(c)(i) Certain Representatives of Purchaser Schedule 11.1 Employees and Benefits Matters Schedule 15.8 Remediation Schedule 16.7 Certain other Definitions Page 11 of 130 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 10 of 130 Section 16.13SpecificPerformance 71 Section 16.14Governing Law 71 Section 16.15Successors and Assigns 72 Section 16.16Cooperation with Legal Proceedings 72 Section 16.17Attornev Conflict Waiver; Privilege 72 Section 16.18Countemarts 72 Section 16.19Electronic Signatures 73 Section 16.20Disclaimer 73 http: / /www. sec .gov /Archives /edgarldatall534504/ 000153450415000076 /exMbit2l - dorado... 4/27/2016 Exhibit Page 9 of 130 http: / /www. sec .gov /Archives /edgar /data/1534504/ 000153450415000076 /exhibit21- dorado... 4/27/2016 Exhibit Laws 71 Page 8 of 130 Section 13ANo Patent Rights 60 Section 13.5No Representation 61 ARTICLE XIV TAX MATTERS Section 14.1Property Taxes 61 Section 14.2Transaction- Related Taxes 61 Section 14.317urther Procedures after the Closing Date 61 Section 14ATax Covenants by Purchaser 62 Section 14.5Tax Proceeding 63 Section 14.6Nature of Payments 63 Section 14.71,imitation 63 ARTICLE XV ENVIRONMENTAL MATTERS Section 15.lEnvironmental Liabilities 63 Section 15.2Environmental Acknowledgements 63 Section 15.3Acceptance 64 Section 15AEnvironmental Indemnity 65 Section 15.5 Covenant to Comply With Orders 65 Section 15.6Permitted Use 65 Section 15.7Restrictive Covenants 65 Section 15.8Remediation 66 Section 15.9Disclosure 66 Section 15.10Environmental Access Rights 67 Section 15.11 Third Party Environmental Claims 67 Section 15.12No Additional Rights and Remedies 67 ARTICLE XVI GENERAL Section 16.lExpenses 67 Section 16.2Payment of Taxes 67 Section 16.3Notices 68 Section 16ADispute Resolution 69 Section 16.5Time of Essence 70 Section 16.617urther Assurances 70 Section 16.7Entire Agreement 70 Section 16.8Amendment and Waivers 70 Section 16.9Severability 71 Section 16.10Remedies Cumulative 71 Section 16.11 Waiver of Compliance with Bulk Sale Section 16.12Venue 71 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Section 13.3Technology Agreements 60 Page 7 of 130 http: / /www.sec.gov /Archives /edgar /data11534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Purchaser 49 Sellers 50 Page 6 of 130 Section 8.13Municiyally Financed Property 47 Section 8.14Pre- Closing Transition 49 ARTICLE IX CONDITIONS TO CLOSING Section 9.1 Conditions Precedent to Obligation of Section 9.2Conditions Precedent to Obligation of Section 9.3 Sellers' Condition Not Fulfilled 51 Section 9.4Purchaser's Condition Not Fulfilled 51 Section 9.5Termination 51 Section 9.6Effect of Termination 52 ARTICLE X INDEMNIFICATION Section 10.1Survival 53 Section 10.2Indemnity by Sellers 53 Section 10.3Indemnity by Purchaser 54 Section 10.4Third Party Claim 54 Section 10.5Time Limits for Notice of Claim 55 Section 10.61,imitations of Liability 55 Section 10.7No Duplication 57 Section 10.8Third Party Claims 57 Section 10.9Set -off 58 ARTICLE XI EMPLOYEES AND EMPLOYEE BENEFITS Section 11.IEmployees 58 Section 11.2Covenant Not to Interfere 58 ARTICLE XII INSURANCE Section 12.lExxonMobil Policies 59 Section 12.2Purchaser's Insurance 59 Section 12.3Post- Closing Insurance Coverage 59 Section 12.4Insurance Indemnity 60 ARTICLE XIII TECHNOLOGY Section 13.1 System Transition Plan 60 Section 13.2Svstem Transition Costs 60 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 5 of 130 http: / /www.sec.gov /Archives /edgar /data/ 1534504/ 000153450415000076 /exhibit2l- dorado... 4/27/2016 Exhibit Permits 32 Page 4 of 130 Section 5.6Ownership and Use of Assets 31 Section 5.7Withholdings and Remittances 31 Section 5.817inancial Advisors 31 Section 5.9Operation of Refinery 31 Section 5.1 OPermits 32 Section 5.11Pipelines 32 Section 5.1217inancial Information 32 Section 5.13Legal Proceedings 32 Section 5.14Compliance with Applicable Law and Section 5.15Assumed Contracts 33 Section 5.16No Other Representations 33 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER Proceeds 45 Section 6.lIncorporation and Corporate Power 33 Section 6.2Authorization and Enforceability 33 Section 6.3Purchase Price 33 Section 6ANo Knowledge of Breach 33 Section 6.5Guarantee 34 Section 6.617inancing 34 Section 6.717inancial Advisors 34 Section 6.8No Waiver 34 ARTICLE VII CONDUCT OF OPERATIONS Section 7.1 Conduct of Operations Pending Closing 34 Section 7.2Notice; Effect of Notice 36 Section 7.3 Control of Assets 36 ARTICLE VIII COVENANTS Section 8.1 Cooperation 36 Section 8.2Access and Reporting 36 Section 8.3 Confidentiality 38 Section 8ABooks and Records 38 Section 8.5Public Announcements 39 Section 8.6Excluded Trademarks 39 Section 8.7Regulatory Filings 40 Section 8.8Title 41 Section 8.9Permits and Corrective Action Orders 44 Section 8. 1 OAllocation of Carrier Obligations and Section 8.11 Contact with Competitor, Contractor, Etc 45 Section 8.12Casualty 45 http: / /www.see.gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 3 of 130 http: / /www. sec .gov /Archives /edgarldata/1534504/ 000153450415000076 /exhibit2l - dorado... 4/27/2016 Exhibit Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions 1 Section 1.2Certain Interpretations 19 ARTICLE II PURCHASE AND SALE Section 2.1Purchase and Sale 20 Section 2.2Excluded Assets 22 Section 2.3Assumed Liabilities 23 Section 2.4Excluded Liabilities 23 Section 2.5 Sale of Assets Only 24 Section 2.613isclaimer 24 ARTICLE III PURCHASE PRICE Section 3.1Purchase Price 25 Section 3.213eyosit 25 Section 3.3 Working Capital Determination 26 Section 3.4Purchase Price Adjustment 26 Section 3.5Dispute Resolution 27 Section 3.6Allocation of Purchase Price 28 Section 3.7Prepaid Income Tax Elections 28 ARTICLE IV CLOSING Section 4.1Closing 28 Section 4.2Sellers' Closing Deliveries 28 Section 4.3Purchaser Closing Deliveries 29 Section 4AReconciliation of Accounts 30 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers 30 Page 2 of 130 Section 5. 1 Incorporation and Corporate Power of Section 5.2Authorization and Enforceability 30 Section 5.3Employment Matters 30 Section 5ATax 31 Section 5.5Consents and Approvals 31 http: / /www. sec .gov /Archives /edgar / data / 1534504 /000153450415000076/exhibit2l - dorado... 4/27/2016 Exhibit Page 1 of 130 EX -2.1 2 exhibit21- doradogroupspa.ht n EXHIBIT 2.1 EXECUTION VERSION EXXONMOBIL OIL CORPORATION MOBIL PACIFIC PIPELINE COMPANY (Sellers) and PBF HOLDING COMPANY LLC SALE AND PURCHASE AGREEMENT FOR REFINERY, PIPELINES AND TERMINALS September 29, 2015 http: / /www.sec.gov/ Archives /edgar / data / 1534504 /000153450415000076/exhibit2l- dorado... 4/27/2016 r, 7 ao4 my o AGENDA STAFF REPORT <tpoR; DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager 4 (P" PREPARED BY: Erika Ramirez, Interim Director Development, Compliance & Enforcement Services a_o� SUBJECT: Municipal Code Amendment Amending Chapter 13 -7 of the City of Lynwood Municipal Code (Vending, Peddling, Selling and /or Soliciting on Public Streets, Sidewalks, Park, Parkways, Medians, Lands or Properties Under Control of the City) Recommendation: Introduce Ordinance No. _ thereby eliminating the requirement to obtain an approved special permit from the Department of Development, Compliance & Enforcement Services to operate between the hours of 9:00 a.m. and 8:00 p.m. from the annual observance of daylight savings time until the annual observance of the Labor Day holiday and explicitly limiting one vehicle to each licensed operator. Background: On June 21, 2011, the City of Lynwood adopted Ordinance No. 1641 thereby implementing procedures to govern the imposition, enforcement, collection and review of an administrative fine or penalties on ice cream truck vendors illegally operating within the City limits. This changed the vending hours and required the approval of a special permit to operate past the hour of 5:00 p.m. during summer months. Discussion & Analysis: The Mission Statement of the City of Lynwood is to create and maintain a clean, safe, attractive, well- informed, and self - reliant and pride filled community that provides access to outstanding social, cultural, recreational, educational and economic opportunities for residents and businesses. The Department of Development, Compliance & Enforcement Services is committed to provide ITEM t equitable business opportunities to all business owners. In addition, the Department actively takes the opportunity to provide clarity and streamline processes when presented the opportunity. In 2010, the City Council allowed for an extension of the operational hours of licensed ice cream truck vendors throughout the City of Lynwood. Through the granting of a special permit, ice cream truck vendors were able to request an extension of working hours from 9:00 a.m. to 8:00 p.m., seven days a week. The extension of operational hours was limited from the annual observance of Daylight Savings to Labor Day. In 2011, the City Council received another request to extend the operational hours for licensed ice cream trucks during the summer months. On April 5, 2011 City Council approved the issuance of special permits in order to extend the operational hours for licenses ice cream trucks from 9:00 a.m. to 8:00 p.m., seven days a week, beginning with the annual observance of daylight savings until the annual observance of Labor Day and further directed staff to provide Council with a permanent process for the seasonal extension of operational hours as well as enforcement procedures against unlicensed ice cream truck vendors. On June 21, 2011 Ordinance No.1641 was adopted amending Chapter 13 -7 to include language allowing for seasonal extended hours via an approved special permit issued by the Development Services Department and enforcement procedures. While the goal was to provide the opportunity for licensed ice cream trucks to operate extended hours during the summer months, the amendment led to some recent confusion between Code Enforcement Officers and licensed ice cream trucks. Recently, the Code Enforcement Division has implemented a night shift which ends at 10 p.m. During the recent night shifts, approximately three (3), ice cream trucks have been cited for operating past the standard time of 5:OOpm without an approved special permit in compliance with LMC Section 13- 7.2(b)(2). After some research it was discovered that the root of the confusion is that prior to the adoption of Ordinance No. 1641, licensed ice cream trucks were able to conduct sales between the hours of 9:00 a.m. and 6:00 p.m. With the adoption of the said Ordinance, in 2011, Section 13- 7.2(b)(2) now reads: 'The vehicle operator and any assistant thereto shall conduct such commercial activities only between the hours of 9:00 A.M. and 5:00 P.M. during standard time. Beginning with the annual observance of daylight savings time until the annual observance of the Labor Day holiday, licensed ice cream truck vendors may operate between the hours of 9:00 A.M. and 8:00 P.M. with the approval of a Special Permit through the Development Services Department." In order to address the change in operating hours, while providing a fair opportunity to all licensed ice cream truck vendors, staff recommends a portion of the last sentence be deleted from Chapter 13- 7.2(b)(2) as indicated below by a strikethrough: -b 2. The vehicle operator and any assistant thereto shall conduct such commercial activities only between the hours of 9:00 A.M. and 5:00 P.M. during standard time. Beginning with the annual observance of daylight savings time until the annual observance of the Labor Day holiday, licensed ice cream truck vendors may operate between the hours of 9:00 A.M. and 8:00 P.M. with the approval of a Speewi oeFFAit through the In addition, to addressing the concern of operating hours, a concern was raised regarding a licensed operator having more than one vehicle and the difficulty to monitor vehicles. The current municipal code is silent on the number of vehicles in which each operator can operate. Therefore, it is recommended that the following is added to LMC Section 13- 7.2(b). 9. Each licensed mobile ice cream vendor owner or operator is limited to one (1) ice cream vending vehicle. Fiscal Impact: The estimated loss would be an annual amount of approximately $420 (14 licensed ice cream truck vendors @ $30 special permit fee each). Coordinated With: City Manager Attachments: Ordinance ORDINANCE NO AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING CHAPTER 13 -7 OF THE MUNICIPAL REGLATING VENDING, PEDDLING, SELLING AND /OR SOLICITING ON PUBLIC STREETS, SIDEWALKS, PARKS, PARKWAYS, MEDIANS, LANDS, OR PROPERTIES UNDER THE CONTROL OF THE CITY WHEREAS, on June 21, 2011, the City Council of the City of Lynwood ( "City Council ") amended chapter 13 -7 of the Lynwood Municipal Code to permit extended operating hours for licensed ice cream vendors during summer months by way of an approved Special Permit issued by the Department of Development Services; and WHEREAS, the said amendment changed the standard operating hours from 9:00 A.M. through 6:00 P.M. to 9:00 A.M. through 5:00 P.M.; and WHEREAS, the Department of Development, Compliance & Enforcement Services seeks to promote compliance with the Municipal Code, while providing equitable opportunity for all businesses in the City of Lynwood; and WHEREAS, the City Council finds it necessary to set clear requirements, streamlined processes for licensed ice cream truck vendors; while maintaining the mechanisms to regulate unlicensed commercial vehicle vendors on public streets and sidewalks to protect the public safety and welfare. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That Section 13- 7.2(b)(2) of the Municipal Code be amended as referenced in Exhibit A: Section 2. This Ordinance shall take effect thirty (30) days after its final passage. Section 3. The City Clerk shall certify as to the passage and adoption of this Ordinance and to cause it to be published as required by law. First read at a regular meeting of the City Council held on the 7th, day of June, 2016 and adopted and ordered published at a regular meeting of said Council held on the 21St, day of June, 2016. Edwin Hernandez Mayor ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: David A. Garcia City Attorney J. Arnoldo Beltran City Manager Erika Ramirez, Interim Director Development, Compliance & Enforcement Services Exhibit A Legend Existing -�-- elete ➢ Add 13 -7 VENDING, PEDDLING, SELLING AND /OR SOLICITING ON PUBLIC STREETS, SIDEWALKS, PARKS, PARKWAYS, MEDIANS, LANDS, PROPERTIES OR OTHER LANDS OR PROPERTIES UNDER THE CONTROL OF THE CITY: 13 -7.1 Findings: The city council finds and determines that its public lands (which include streets, sidewalks, parks, parkways, medians, and any lands or properties under its control) are to be used only for public purposes. The use of these areas is public and there is no vested right to conduct commercial business upon those public lands or properties. (Ord. #1641, §1) 13 -7.2 Vending, Peddling, Selling and /or Soliciting on Public Lands, Rights -of -Way or Property; Regulated or Prohibited: a. Prohibition. No person shall vend, peddle, sell or solicit any merchandise, goods or services on a public street, sidewalk, park, parkway, median, land, real property or any other land or property under the control of the city, except as provided in subsections 13137.2b and 13137.2c. b. Commercial Vehicles. The operator of any commercial vehicle shall not vend, peddle, sell or solicit any merchandise, goods, or services on a public street under the control of the city without conforming to all of the following: 1. The vehicle owner or operator first shall have obtained a business license from the business license division and shall have paid any required permit fee 2. The vehicle operator and any assistant thereto shall conduct such commercial activities only between the hours of nine o'clock (9:00) A.M. and five o'clock (5:00) P.M. during standard time. Beginning with the annual observance of daylight savings time until the annual observance of the Labor Day holiday, licensed ice cream truck vendors may operate between the hours of nine o'clock (9:00) A.M. and eight o'clock (8:00) P.M. with 3. The vehicle operator shall first bring the vehicle to a complete stop, and shall have lawfully parked the vehicle adjacent to the street curb. 4. The vehicle operator shall not park the vehicle within five hundred feet (500') of a public school or park or within two hundred fifty feet (250') of another vehicle engaged in vending, peddling, selling, or soliciting 5. The vehicle owner or operator shall have obtained for each vehicle owned or operated thereby a comprehensive liability insurance policy which shall protect the owner, the operator and the city (as an additional insured) under the policy with types and amounts of coverage as follows: bodily injury and property damage liability insurance, five hundred thousand dollars ($500,000.00) for each person and two million dollars ($2,000,000.00) in the aggregate; personal injury liability, one million dollars ($1,000,000.00) each occurrence; workers' compensation and employer's liability, one million dollars ($1,000,000.00) each accident. The owner or operator of the vehicle shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the city as an additional insured under the policy, and shall contain a statement of obligation on the part of the insurance carrier to notify the business license division by certified mail, return receipt requested, of any material change, cancellation or termination of such insurance. The required certificate shall be furnished by the owner or operator of the vehicle to the business license division as a condition precedent to the business license division issuing a business license for such vending, peddling, selling or soliciting and a copy thereof shall be carried at all times in the vehicle. 6. Every vehicle owner and operator shall consent to a background investigation by the city's law enforcement personnel. 7. Every vehicle owner or operator involved in the sale or provision of food products of any kind within the city shall obtain and openly display a health certificate and letter grade from the Los Angeles County department of health on each vehicle operated within the city for such purpose. S. Business licensing of mobile ice cream vendors is limited to fourteen (14) licenses. 9. Each licensed mobile ice cream vendor owner or operator is limited to one (1) ice cream vending vehicle. c. Exemptions. Except as provided in subsection 13137.2b, no person shall vend, peddle, sell and /or solicit any merchandise, goods or services on any publicly controlled lands, rights -of -way or property controlled by the city, except: 1. When the activity occurs at events as determined by the city council to be special events and the city specifically approves the conducting of such activity at such special event by such person. 2. When the activity involves the selling of books, newspapers, periodicals, magazines and other constitutionally protected forms of free speech. d. Grounds for Revocation. 1. In the event that the holder of any permit issued pursuant to this section is convicted in any court of competent jurisdiction for violating any of the provisions of this section, the permit shall be revoked by the city manager upon the filing of the record of such conviction with the city clerk, and no permit shall thereafter be issued to that person or firm until six (6) months have elapsed from the date of the revocation. 2. In the event that the holder of any permit issued pursuant to this section is convicted in any court of competent jurisdiction for violating any of the provisions of this chapter after being reissued a permit within a twelve (12) month period and after being convicted for a first time offense of said chapter within a twelve (12) month period, the city manager shall permanently revoke said permit and immediately thereafter notify city council of said action(s) /violation(s). No permit pursuant to this section shall thereafter be reissued to the person, firm, business or company. (Ord. #1641, §1) 13 -7.3 Violation; Penalty: a. Violation. It is unlawful for any person or entity to vend, peddle, sell and /or solicit any merchandise, goods or services on any publicly controlled lands, rights -of -way or property controlled by the city except as provided in subsections 13 -7.2b and 13137.2c. Any person violating this section is guilty of a misdemeanor unless the offense is charged as an infraction. Whenever the director of development services department, or his or her designee, determines that a violation of this section has occurred, any combination of administrative, civil, and criminal penalties allowed under this code may be imposed. b. Issuance of Administrative Fines. Whenever the director of development services department, or his or her designee, determines that a provision of this chapter has been violated, the director of development services department, or his or her designee, is authorized to pursue administrative fines pursuant to this section. A fine shall be assessed by means of an administrative citation issued by a code enforcement officer and shall be payable directly to the city of Lynwood. The citation shall state all of the following information: I . Date, approximate time, vehicle information, and address or detailed description of the location where the violation(s) occurred; 2. An amount of the administrative fine not to exceed one thousand dollars ($1,000.00) and explanation of how the fine shall be paid and the time period by which it shall be paid; 3. The code sections or conditions violated and a description of the violation(s); 4. An order to the responsible person to correct the violations within the time specified in this chapter, if applicable, and an explanation of the consequences of failure to correct the violation(s); 5. An order prohibiting the continuation or repeated occurrence of the violation described in the administrative citation; 6. A notification that payment of the fine does not excuse or discharge the failure to correct the violation and does not bar further enforcement action by the city; 7. A statement that if the fine is not timely paid, a late payment penalty of twenty -five percent (25 %) of the amount of the fine will be added to the fine; 8. Identification of rights of appeal pursuant to chapter 20 of this code, including the time within which the citation may be contested and the place to obtain a request for hearing form to contest the administrative citation; and 9. The name and signature of the enforcement officer, the name and address of the responsible person, and, if possible, the signature of the responsible person. Administrative fines imposed for violations of this section shall be consistent with chapter 20 of this code. To the extent the provisions of this section conflict with chapter 20 of this code, the provisions of this chapter shall prevail. The penalties and methods of enforcement set forth in this section are in addition to any other penalties or methods of enforcement authorized by law. Appeals of any administrative fines shall be made pursuant to chapter 20 of this code. Failure of the person or entity cited to follow the procedures set forth in chapter 20 shall constitute a failure to exhaust administrative remedies and shall preclude the person or entity cited from asserting standing for judicial review of the validity of the citation. Any person aggrieved by the action of a hearing officer taken pursuant to chapter20 may obtain review of the administrative decision by filing a petition for review in accordance with the timelines and provisions set forth in California Government Code Section 53069.4. c. Failure to Cease Vending, Peddling, Selling and /or Soliciting Activities Subject to Impoundment. Any person found to be vending, peddling, selling and /or soliciting any merchandise, goods or services in violation of this chapter and refusing to cease such activities when directed to do so by the director of development services department, or his or her designee, or a police officer shall be subject to the confiscation and /or impoundment of the vehicle, pushcart, and all merchandise, goods or services offered for sale by a police officer. This subsection 13 -7.3c does not authorize the impoundment of any vehicle owned or operated by a nonprofit organization exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code which serves youth or senior citizens and provides transportation incidental to its programs or services. 1. Notice. If the person from whom the vehicle, pushcart, and all merchandise, goods or services is seized is not the registered owner of the vehicle, the impounding authority shall immediately give notice to the legal and registered owners by certified first class mail, return receipt requested. 2. Return of the Vehicle. The vehicle shall be returned to the registered owner of the vehicle upon one of the following conditions: (a) Payment of any fine owed to the city; or (b) The violation is not prosecuted or is dismissed, the person is found not guilty of the offense, or it is found that the vehicle was used without the knowledge and consent of the registered owner of the vehicle. If the vehicle is returned pursuant to this subsection 137.37.3c2, the vehicle shall be returned without any cost to the owner. 3. Motion to Court for Return of Vehicle. At anytime, a person may move the court for the immediate return of the vehicle on the grounds that there was no probable cause to seize and impound said vehicle, or that there is some other good cause, as determined by the court, for the return of the vehicle. A proceeding under this subsection 13137.3c3 is a proceeding in a limited civil case. 4. Unclaimed Vehicle. If, after the expiration of six (6) weeks from the final disposition of the criminal case, the vehicle is not returned or claimed, the city shall deem the vehicle as lost or abandoned property under Section 1411 of the Penal Code. (Ord. #1641, §1) DATE: TO: APPROVED BY AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager -1.� PREPARED BY: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services �� Mike Poland, Planning Manager SUBJECT: Municipal Code Amendment to Amend Chapter 3, Section 13.3 of the City of Lynwood Municipal Code (Public Nuisances) by deleting Section 3 -13.4d and adding Section 3 -13.13 (Emergency Action to Abate an Imminent Hazard) Recommendation: 1. INTRODUCE Ordinance No. 1680 thereby implementing new procedures for emergency abatement procedures when it is determined that a public nuisance exists and that such public nuisance constitutes an immediate threat, hazard or danger to persons or property and optional procedures for recovering costs to abate a public nuisance. Background: On July 18, 1989, the City of Lynwood adopted Ordinance No. 1329 thereby implementing procedures to determine and declare the existence of a public nuisance and have the authority to provide for the abatement of same. Discussion & Analysis: The goal of the City of Lynwood Code Enforcement Program is to obtain voluntary compliance with the regulatory provisions of the Lynwood Municipal Code ( "LMC" or "Code "). Complying with the Code assists in maintaining and enhancing the health, safety and welfare of the community. Code enforcement activities are intended to be carried out fairly, with sensitivity and in a timely manner. It is the City's policy to encourage voluntary Code compliance by providing residents, business operators, property owners and tenant's sufficient notice and information. ITEM /10- Regardless of this policy, the City acknowledges that by allowing code violators sufficient time and opportunity to correct violations, occasional abuses of time extensions or failures to correct conditions as ordered may occur. In such cases, the City may find it necessary to impose corrections through involuntary means, such as legal action by the City. The City has established nuisance abatement procedures to prevent, discourage, abate or otherwise address any code violations. 1. Upon becoming aware of a potential public nuisance, the Enforcement Officer reviews the violation and conducts a field inspection. 2. If the violation is verified, the Officer contacts the responsible person and seeks voluntary corrective action. 3. If voluntary compliance is not achieved after the initial contact, the Officer issues a Notice of Violation & Order to Abate to the responsible party, giving a specific and reasonable amount of time to correct the violation. 4. Upon re- inspection, if the violation has not been corrected and the owner fails, neglects or refuses to comply with the notice, the City Council shall conduct a hearing to determine whether the condition of the property constitutes a public nuisance, the abatement of which is appropriate under the police power of the City. (Section 3- 13.3). The following provides examples of typical code violations in the City of Lynwood. • Construction, electrical, plumbing or mechanical work without permit (e.g., re- roofing, re- siding, additions, fences exceeding six feet in height, demolition). • Abandoned or unoccupied buildings causing unsightliness or hazards. • Grading or fill work without permit. • Construction activities objectionable by reason of noise, odor, dust, mud, smoke and /or vibration. • Fences or walls of excessive height or in unauthorized location. • Uses not allowed by Zoning Code (e.g., vendor sales in fixed location). • Illegal signs (e.g., pennants, banners, off -site signs, portable signs in right - of -way). • Household furnishings or appliances left outside. • Vehicles, trailers or other mobile equipment stored in required front or corner side yard of a residential property. June 7, 2016 2 Ordinance No. 1680 • Debris or trash not stored in trash receptacles. • Activities objectionable by reason of noise, odor, dust, mud, smoke and /or vibration. • Keeping of prohibited types or number of animals. • Abandoned, inoperative or disabled vehicles, trailers, bicycles or other mobile equipment in public right -of -way. • Activities objectionable by reason of noise, odor, dust, mud, smoke and /or vibration. Emergency Abatement In addition to those most common violations listed above, and notwithstanding any other provisions of the Code, there are those instances where the enforcement officers determine that a specific condition poses a clear and imminent danger to, or requires immediate action to prevent or mitigate the loss or impairment of, life, limb, health, property, safety or welfare of anyone, or essential public services (i.e. buildings which are abandoned, boarded up, partially destroyed or left unreasonably in a state of partial construction, vacant unsecured property adjacent to or near a school). In these instances, emergencv abatement procedures need to be implemented to include immediate actions necessary to secure the premises to prevent further occurrences of the nuisance. Currently, Lynwood Municipal Code Section 3 -13.4d (Manner of Giving Notice) states the following in regards to procedures to abate imminent peril to life or property. 3- 13.4d. (Existing) "Where the City Manager determines that the (existing) condition of the property presents an imminent peril to life or adjacent property, he may dispense with the initial notice required by subsection 3 -13.3 and give notice of a hearing before the City Council in which case the hearing may be scheduled not less than five (5) days from the date of the notice. Notice of a hearing under this subsection shall be given by personal delivery to the owner, by mail through an established overnight mail delivery service, by telegram, by telephone, or by such other means as is reasonably calculated to immediately advise the owner of the hearing. The notice shall state the grounds upon which the provisions of this subsection are invoked." June 7, 2016 3 Ordinance No. 1680 Although efficient, the procedures outlined in Section 3 -13.4d above still could take up to a minimum of five (5) days or a maximum of fourteen (14) days to abate an imminent public safety hazard. Therefore, staff recommends that Section 3 -13.4d above be deleted and that new wording be added to the Lynwood Municipal Code to provide procedures for immediate emergency action on the City's part to abate an imminent hazard. Thus, staff recommends that Section 3- 13.4d -i be amended as provided in proposed Ordinance 1680 /Exhibit A (pages 8 -9) to incorporate wording to address specific procedures to expedite the emergency abatement of an imminent hazard /nuisance. Recovery of costs The Lynwood Municipal Code currently permits the City to recover its cost of conducting summary nuisance abatement through placing a special assessment against the respective lot or parcel of land to which it relates, and upon recordation in the office of the County Recorder of a Notice of Lien. The proposed Ordinance would permit an optional method for the City to recover its costs to abate a public nuisance, instead of placing a special assessment on the property. This alternate method would permit the recovery of costs as a personal obligation. (Refer to proposed ordinance No. 1680 /Exhibit A (pages 13- 16). Whenever the City is required to cause the abatement of a public nuisance in accordance with the provisions of the Lynwood Municipal Code, the City will be required to keep an accounting of the costs thereof, including incidental expenses concerning such abatement. The term "incidental expenses" shall include, but not be limited to, the actual expenses and costs to the city in the preparation of notices, specifications and contracts, inspection of the abatement work, the costs of printing and mailing required under this chapter, and shall include the costs of attorneys' fees. After the City has abated a public nuisance, the City Manager shall schedule a Confirmation of Costs hearing for the City Council to confirm the costs which shall be limited to the review to the City Manager's report describing the work performed and the itemized account of costs together with any objections to its accuracy. The City Council may make such revisions, corrections or modifications in the report or the account as may be just and reasonable. If the City Council orders that the abatement costs be charged as a personal obligation of the responsible person, the City Manager shall collect the obligation by use of all appropriate legal means. This may include the recordation of a code enforcement lien against any real property owned by the responsible person pursuant to the provisions set forth in this title. If unable to collect this obligation, the City Manager may refer the case to the City Attorney to file a court action to recover the costs. June 7, 2016 4 Ordinance No. 1680 Fiscal Impact: The proposed ordinance will assist in the collection of abatement costs and enforcement costs of abating public. No additional costs to the City are anticipated to implement the proposed amendments. Coordinated With: City Attorney's Office List Other Departments: None June 7, 2016 5 Ordinance No. 1680 ORDINANCE NO. 1680 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AMENDING CHAPTER 3, SECTION 13 -3 OF THE CITY OF LYNWOOD MUNICIPAL CODE RELATING TO PUBLIC NUISANCES WHEREAS, the City Council of the City of Lynwood finds and declares that the City has a history and reputation for well kept properties and that the property values and the general welfare of the community are founded, in part, upon the appearance and maintenance of private properties; and WHEREAS, the City Council of the City of Lynwood finds and declares that there is a need for further emphasis on property maintenance and sanitation in that certain conditions, as described in this article, have been found from place to place throughout the city; and WHEREAS, the City Council of the City of Lynwood finds and declares that the existence of the conditions as described in this article, is injurious to the public health, safety and welfare of the residents of the City and contributes substantially and increasingly to the deterioration of neighborhoods; and WHEREAS, the City Council of the City of Lynwood finds and declares that unless emergency corrective measures are undertaken to alleviate imminent hazards, and assure the avoidance of future problems in this regard, the public health, safety and general welfare and specifically the social and economic standards of the community will be depreciated; and WHEREAS, the City of Lynwood finds and declares that it is in the public interest to establish penalties for maintenance of public nuisances and to establish a summary abatement procedure for abating certain public nuisances, the cost of which abatement procedure may be both a special assessment against the parcel of real property upon which the nuisance was maintained and a personal obligation of the property owner or other person maintaining the nuisance; and WHEREAS, in accordance with the provisions of the California Government Code section 38771 et seq., it is the intent of the City Council, by amendment of this chapter, to provide a procedure for abatement of public nuisances within the City in order to effectively combat hazards to the public health and welfare; and 1 Ordinance No. 1680 WHEREAS, the City Council of the City of Lynwood finds that the application of the abatement procedures is reasonable, will afford due process to all affected persons, and will further the City's objective of improving the general welfare and image of the City; and NOW THEREFORE, the City Council of the City of Lynwood ordains as follows: That Section 3- 13.4d. of the Lynwood Municipal Code be amended as referenced in Exhibit A: NOW THEREFORE, the City Council of the City of Lynwood ordains as follows: That Section 3 -13.11 of the Lynwood Municipal Code be amended as referenced in Exhibit A: EFFECT OF ENACTMENT: 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. NOTICE OF ADOPTION: 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. EFFECTIVE DATE: This ordinance shall take effect thirty days after the date of its adoption. APPROVED AND ADOPTED this 7th day of June 2016. ATTEST: Maria Quinonez, City Clerk Edwin Hernandez, Mayor 2 Ordinance No. 1680 APPROVED AS TO FORM: David A. Garcia, City Attorney APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager Ordinance No. 1680 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 Ordinance was introduced and adopted by the City Council of the City of Lynwood at a regular meeting held on the 7`h day of June 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 Ordinance 1680 is on file in my office and that said Ordinance was adopted on the date and by the vote therein stated. Dated this 7th day of June 2016. Maria Quinonez, City Clerk 4 Ordinance No. 1680 ORDINANCE NO. 1680 EXHIBIT A Legend ➢ Existing Regulations to Remain EXOGtinn Regulatienc; to he Deleted (Strikethreugh) ➢ New Regulations (Bold /Italic) 3 -13 NUISANCES: 3 -13.1 Purpose and Intent: The purpose of this section is to provide for the abatement of hazardous, unsanitary or unsightly conditions which affect the life, limb, health, property, safety and welfare of the general public in such a way as to constitute a nuisance, and is based upon the following findings: a. The City has a history and reputation of well kept properties, and the property values and the general welfare of this community are founded, in part, upon the appearance and maintenance of property. b. There is a need for further emphasis on the maintenance of a number of premises because conditions hereafter described have been found from place to place throughout the City. c. These conditions are injurious and inimical to the public health, safety and welfare of residents of this City and require substantially greater protection against hazards and diminution of property values, prevention of crime and the preservation of public health, safety and welfare and maintenance of police, fire and accident protection. These problems are becoming increasingly direct and substantial in significance and effect, and the uses and abuses of property reasonably relate to the proper exercise of the police power in the protection of health, safety and welfare of public. Ordinance No. 1680 1 Exhibit d. Unless corrective measures are undertaken to alleviate these conditions and particularly to avoid future problems in this regard, the public health, safety and general welfare and the property values and social and economic levels of the community will be adversely affected. The abatement of these conditions will enhance the appearance and value of properties rather than be a burden on the owners, and the abatement of such conditions will also appreciate the values and appearance of neighboring properties and benefit use and enjoyment of properties in the general area and will improve the general welfare and image of the City. 3 -13.2 Declaration of Public Nuisance. All property maintained as described herein is declared to be a public nuisance and shall be abated by rehabilitation, demolition, removal or repair pursuant to procedures set forth in this section. These procedures shall not be exclusive and shall not limit or restrict enforcement of other provisions of this Code or abatement of public nuisance in any other manner provided by law. The term "public nuisance' shall mean any of the following conditions or acts: a. Any public nuisance known as common law or in equity jurisprudence. b. Any attractive nuisance dangerous to children, whether in a building, on the premises of the building or upon an unoccupied lot. This includes any abandoned well, shafts, basements or excavation; abandoned refrigerator and motor vehicles; any structurally unsound fences or structures; any lumber, trash, garbage, rubbish, refuse, fences, debris or vegetation which may prove a hazard for inquisitive minors; abandoned and broken equipment; and hazardous pools or ponds. c. Whatever is dangerous to human life or is detrimental to health as determined by the health officer. d. Overcrowding a room with occupants. e. Insufficient ventilation or illumination. f. Inadequate or unsanitary sewage or plumbing facilities. g. Uncleanliness as determined by the health officer. Ordinance No. 1680 2 Exhibit A h. Whatever renders air. food or drink unwholesome or detrimental to the health of human beings as determined by the health officer. i. Any condition or use of premises or of building exteriors which is detrimental to the property of others. This includes, but is not limited to the keeping or the depositing on or the scattering over the premises of any of the following: 1. Lumber, junk, trash or debris (except in the case of lumber or junk, where the storing of such material is specifically permitted by the zoning regulations applicable to the premises and where the material is being stored in such a fashion as to not constitute a nuisance as that term is otherwise defined in this section); 2. A service station that is not currently being operated as such and the condition of which presents a health or safety hazard; 3. Abandoned, discarded or unused objects or equipment such as automobiles, furniture, stoves, refrigerators, freezers, cans or containers; 4. Any device, decoration, design, fence, structure, clothesline or vegetation which is unsightly by reason of its condition. j. Dry or dead scrub, dead trees, combustible refuse and waste or any material growing on a street, sidewalk or upon private property, which by reason of its size, manner of growth and location constitutes a fire hazard to a building, improvement, crop or other property, or when dry will, in reasonable probability, constitute a fire hazard. k. A swimming pool, excavation, pond or other body of water which is abandoned, unattended, unfiltered, or not otherwise maintained, resulting in the water becoming polluted. Polluted water means water contained in a swimming pool, excavation, pond or other body of water, which includes but is not limited to bacterial growth, including algae, remains of insects, remains of deceased animals, reptiles, rubbish, refuse, debris, papers and any other foreign matter or material which because of its nature or location constitutes an unhealthy, unsafe or unsightly condition. Ordinance No. 1680 3 Exhibit A I. The intentional outdoor burning of any material, structure, matter or thing unless specifically authorized. m. Refuse and waste matter which by reason of its location and character is unsightly and interferes with the reasonable enjoyment of property by neighbors, detrimentally affects property values in the surrounding neighborhood or community, or which would materially hamper or interfere with the prevention or suppression of fire upon the premises. Refuse and waste means unused or discarded matter and material having no substantial market value, and which consists of such matter and materials as rubbish, refuse, debris and matter of any kind including but not limited to rubble, asphalt, concrete, plaster, title, rocks, bricks, soil, building materials, crates, cartons, containers, boxes, machinery or parts thereof, scrap metal and other pieces of metal, ferrous or nonferrous, furniture, inoperative vehicles and parts, trimmings from plants and trees, cans, bottles and barrels. n. The violation of a provision of the following uniform codes which have been adopted as amended by this City: 1. Uniform Building Code; 2. National Electrical Code; 3. Uniform Fire Code; 4. Uniform Housing Code; 5. Uniform Plumbing Code; 6. Uniform Mechanical Code. o. The violation of a provision of the Land Use Regulations as set forth in Chapter 25 of this Code, as amended. p. The maintenance of land in such a manner as to fail to prevent its use for riding of motorized bicycles and scooters and similar vehicles upon it, creating noise and interference with the use and enjoyment of other property in the neighborhood and /or endangering the health and safety of the riders or other members of the public. Ordinance No. 1680 4 Exhibit q. The existence of any of the following conditions: 1. Buildings which are abandoned, boarded up, partially destroyed or left unreasonably in a state of partial construction; 2. Unpainted buildings causing dry rot, warping and termite infestation; 3. Broken windows constituting hazardous conditions and inviting trespassers and malicious mischief; 4. Overgrown vegetation likely to attract rodents, vermin or other pests or causing a hazardous condition to pedestrian or vehicular traffic; 5. Dead, decayed, diseased or hazardous trees, weeds and debris; 6. Trailers, campers, boats and other mobile equipment stored for unreasonable periods in front yard areas; 7. Inoperable or abandoned motor vehicles stored for unreasonable periods on the premises other than a vehicle completely enclosed in a building in a lawful manner or stored in a lawful manner by a licensed dismantler, vehicle dealer or junkyard operator; 8. Broken or discarded furniture and household equipment in yard area for unreasonable periods; 9. Clotheslines in front yard areas; 10. Garbage cans stored in front or side yards and visible from public streets and rights -of -way; 11. Packing boxes and other debris stored in yards and visible from public streets for unreasonable periods; 12. Neglect of premises to spite neighbors, to influence zone changes, or to cause detrimental effect upon property or property values; 13. Maintenance of premises in such condition as to be detrimental to the public health, safety or general welfare or in such manner as to constitute a public nuisance as defined in Civil Code Section 3480. Ordinance No. 1680 5 Exhibit A 14. Property including but not limited to building exteriors which are maintained in such condition as to become defective and unsightly or in a condition of deterioration or disrepair. This includes but is not limited to the keeping and disposing of or the scattering over the property or premises of (i) lumber, junk, trash or debris; (ii) abandoned or discarded or unused objects or equipment such as automobiles, furniture, stoves, refrigerators, freezers, cans or containers; (iii) stagnant water or excavations; or (iv) any device, decoration, design, fence, structure, clothesline or vegetation which is unsightly by reason of its condition or inappropriate location; 15. Maintenance of premises so out of harmony or conformity with the maintenance standards of adjacent properties; 16. Property maintained (in relation to others) so as to establish a prevalence of depreciated values, impaired investments and social and economic maladjustments to such an extent that the capacity to pay taxes is reduced and tax receipts from such particular area are inadequate for the cost of public services rendered therein. 3 -13.3 Notification of Nuisance. Whenever the City Manager finds that any premises in the City are being maintained as a public nuisance, he shall give written notice to the owner of the property setting forth a brief description of the condition(s) constituting a public nuisance and the sections being violated. The notice shall set forth a reasonable time limit for correcting the violation(s) and may also set forth suggested methods of abatement. If the owner fails, neglects or refuses to comply with the notice, the City Council shall conduct a hearing to determine whether the condition of the property constitutes a public nuisance, the abatement of which is appropriate under the police power of the City. Notice of the hearing shall be served upon the owner. As used in this chapter, unless otherwise indicated, the term "owner" shall mean any person owning, leasing, occupying or having charge or possession of the affected real property and any person having a financial interest in the property as listed in a title search. 3 -13.4 Manner of Giving Notice. a. Service of all notices under this chapter shall be upon the owner of the property at his last known address, either by personal delivery or by depositing a copy of the notice, enclosed in a sealed envelope with the postage thereon fully prepaid, Ordinance No. 1680 6 Exhibit A in the United States Postal Service. If there is no such address, notice shall be mailed to the owner at the property address. Service by mail is complete at the time of deposit in United States Postal Service. Failure of any person to receive such notice shall not affect the validity of any proceedings hereunder. b. Notice of the hearing before the City Council shall be served upon the property owner not less than ten (10) days before the time fixed for the hearing. Notice of the hearing shall be substantially in the following format: "NOTICE OF HEARING TO ABATE NUISANCE" NOTICE IS HEREBY GIVEN that on the day of 20, at the hour of 6:00 p.m., or as soon thereafter as the matter may be heard, the City Council of the City of Lynwood will conduct a public hearing in the City Council Chambers of the Lynwood City Hall, 1130 Bullis Road, Lynwood, California to determine whether the real property located at (Street address), Lynwood, California, more particularly described as: (Legal Description) constitutes a public nuisance subject to abatement by the rehabilitation of the property, removal of trash or debris, or by the repair or demolition of buildings or structures situated thereon. The alleged conditions constituting a public nuisance are the following: Ordinance No. 1680 7 1 Exhibit A (Describe conditions) If the property, in whole or in part, is found to be a public nuisance, and if the public nuisance is not abated by the owner or person in charge thereof as directed by the City Council, then it shall be abated by the City, in which case the costs incurred by the City will be assessed upon the property and shall become a lien against the property until paid. All persons having any objection to, or interest in, this matter may appear at the hearing, at which testimony and other evidence will be taken and given due consideration. DATED this day of ,20 CITY OF LYNWOOD City Manager (or Designee) c. The City Manager, in his discretion, may combine the notices required by subsection 3 -13.3 into one notice, or he may give both such notices at the same time. 1111111111111,50 IV. SM Ordinance No. 1680 8 Exhibit A d. Notwithstanding any provision of the Lynwood Municipal Code to the contrary, the City Manager may cause a public nuisance to be summarily abated if it is determined that the nuisance creates an imminent hazard to a person or persons, or to other real or personal property. e. Prior to abating a nuisance which creates an imminent hazard, the City Manager shall attempt to notify a responsible person by telephone or in writing of the imminent hazard and request its abatement by said person, provided, however, that the City Manager may dispense with any attempt at prior notification of a responsible person if, in the sole discretion of the City Manager, the nature or severity of the hazard justifies such inaction. If notice has been so given but, in the sole discretion of the City Manager, the responsible person(s) fail(s) to take immediate and meaningful steps to abate the imminent hazard, the City may abate the nuisance with City personnel without further notice. f. Within ten (10) business days following emergency actions by City personnel to abate an imminent hazard, the City shall serve any responsible person with a notice of emergency abatement by City personnel of an imminent hazard by first class mail. Notice to a property owner shall be mailed to the mailing address set forth in the last equalized assessment roll. Failure of any responsible person to receive a notice of emergency abatement by City personnel of an imminent hazard by mail shall not invalidate any action or proceeding pursuant to this chapter. g. A notice of emergency abatement by City personnel of an imminent hazard shall contain the following provisions 1. The name of all responsible persons who are being served with the notice of emergency abatement by City personnel of an imminent hazard and the address of the real property on which the imminent hazard was present; 2. A brief description of the condition(s) and reason(s) why it constituted an imminent hazard; 3. A brief description of the law prohibiting or pertaining to the imminent hazard; 4. A brief description of the actions City personnel took to abate the imminent hazard. Ordinance No. 1680 9 Exhibit A h. Omission of any of the foregoing provisions in a notice of emergency abatement by City personnel of an imminent hazard, whether in whole or in part, or the failure of a responsible person to receive this document, shall not render it defective or render any proceeding or action pursuant to this chapter invalid. i. Emergency abatement of an imminent hazard by City personnel shall not preclude the City from recording a notice of substandard property in accordance with the provisions of this chapter, if conditions thereafter remain at the premises that constitute a violation of law or a public nuisance. The City shall be entitled to recover its fees, costs, and expenses (incidental or otherwise) for the abatement of an imminent hazard. In such instances, the City shall follow the procedures set forth in this chapter. 3 -13.5 Hearing by City Council. At the time stated in the notice of hearing, the City Council shall hear and consider all relevant evidence, including, but not limited to, testimony from owners, City personnel, witnesses and other interested parties, and may consider staff reports and other written evidence relative to the matter. The hearing may be continued from time to time. Upon the conclusion of the hearing, the City Council shall, based upon the evidence presented, determine whether the property, or any part thereof, constitutes a public nuisance within the meaning of subsection 3 -13.2. If the City Council finds that the property constitutes a public nuisance, it shall order the public nuisance abated within a reasonable time. The City Council's decision shall be by Resolution, which shall contain findings upon which its determination is based. The Resolution shall contain a description of the method of abatement necessary to comply with the order and state that if the public nuisance is not abated within the time permitted by the City Council, the City Manager shall be authorized to enter upon the premises for the purpose of abating the same. 3 -13.6 Service on Owner of Resolution Ordering Abatement. A copy of the Resolution ordering the abatement of the public nuisance shall be served upon the owner in accordance with the provisions of subsection 3- 13.4a. 3 -13.7 Abatement by Owner. The property owner shall have the right to have the nuisance abated at his own expense, provided the abatement is commenced prior to the expiration of the period of Ordinance No. 1680 10 Exhibit A time set forth in the City Council's Resolution and thereafter diligently and continuously prosecuted to completion. The time set for abatement, upon good cause shown, may be extended by the City Council. 3 -13.8 Abatement by City Manager. If the public nuisance is not completely abated in the manner and within the time set forth in the City Council's Resolution, then the City Manager may cause the same to be abated by City forces or private contractor, and entry upon the property for such purpose is hereby expressly authorized. 3 -13.9 Record of Cost of Abatement. The City Manager shall keep an accounting of the cost, including incidental expenses, of abatement of the public nuisance for each separate lot or parcel of land where the work has been done, and shall render an itemized report in writing to the City Council showing the cost of abatement, including salvage value, if applicable; provided that before the report is submitted to the City Council for approval, a copy of the same shall be posted for at least five (5) days upon the premises of property upon which said buildings or structures were situated, together with a notice of the time when said report shall be submitted to the City Council for confirmation. A copy of said report and notice shall be served upon the owner of the property in accordance with the provisions of subsection 3- 13.4a, at least five (5) days prior to submitting the same to the City Council. Proof of such posting and service shall be made by declaration and retained in the office of the City Manager. The term "incidental expenses' shall include, but not be limited to, the actual expenses and costs of the City in the preparation of notices, specifications and contracts, inspecting the work, and the costs of printing and mailings required under this chapter. 3 -13.10 Report- Hearing and Proceedings. At the time and place fixed for receiving and considering the report, the City Council shall hear and pass upon the evidence submitted by the City Manager, together with any objections or protests raised by any of the persons liable to the assessed for the cost abating the nuisance. Thereupon the City Council may make such revision, correction or modification to the report as it may deem just, after which, the report as it is submitted, or as revised, corrected or modified, shall be confirmed. The hearing may be continued from time to time. Ordinance No. 1680 11 Exhibit A 3 -13.11 Assessment of Cost Lien Against the Property. The confirmed cost of abatement of a nuisance upon any lot or parcel of land shall constitute a special assessment against the respective lot or parcel of land to which it relates, and upon recordation in the office of the County Recorder of a Notice of Lien, it shall constitute a lien on the property in the amount of the assessment. After the confirmation of said report, a copy thereof may be transmitted to the assessor and tax collector for the City, whereupon it shall be the duty of said assessor and tax collector to add the amount of such assessment, or assessments, to the next regular bills of taxes levied against said respective lots and parcels of land for municipal purposes, and thereafter said amounts shall be collected at the same time and in the same manner as ordinary municipal taxes are collected, and shall be subject to the same penalty and the same procedure under foreclosure and sale in case of delinquency in the manner and means provided by law. The Notice of Lien for recordation shall be in form substantially as follows: NOTICE OF LIEN (Claim of the City of Lynwood) NOTICE IS HEREBY GIVEN that pursuant to the authority vested by the provisions of Chapter 3 of the Lynwood Municipal Code; the City Manager of the City of Lynwood did on or about the day of , 20_, cause certain work to be performed upon the property hereinafter described for the purpose of abating a public nuisance on said property; that the City Council of the City of Lynwood did on the day of 20_, confirm and assess the cost of such abatement; that neither the cost of such abatement, Ordinance No. 1680 12 Exhibit A nor any part thereof, has been paid to the City; that the City of Lynwood does hereby claim a lien for the cost of such abatement in the amount of the assessment, to wit: the sum of and that the same shall be a lien upon said real property until it has been paid in full and discharged of record. The real property upon which a lien is claimed is that certain parcel of land located in the City of Lynwood, County of Los Angeles, State of California, particularly described as follows: (Legal Description) DATED this _ day of 20 CITY OF LYNWOOD City Manager Section 3- 13.11— Recovery of Cost to Abate Property (Proposed) a. City's right to recover. Pursuant to California Government Code Section 38772, the City may charge a person who creates, causes or commits a nuisance with the expenses of abatement for that nuisance. Further, the City may collect expenses of abatement by placing a nuisance abatement lien or special assessment against the abated property and placing a personal obligation against the person responsible for creating, causing or committing the nuisance. Ordinance No. 1680 13 Exhibit A b. Abatement costs. 1. Abatement costs may include inspection costs, investigative costs, actual costs of physical abatement through demolition, repair or replacement of buildings or removal of graffiti or other inscribed material, incidental expenses, law enforcement costs directly related to nuisance abatement, and all other costs incurred by the City in initiating proceedings and actions to enforce abatement activities, including reasonable attorney's fees. 2. In any administrative action or legal proceeding initiated by the City to abate a public nuisance, the prevailing party shall be entitled to recover attorney's fees, provided that attorney's fees shall only be available in those actions or proceedings in which the City has provided notice at the commencement of such action or proceeding that the City intends to seek and recover attorney's fees. c. Confirmation of costs hearing. 1. After the City has abated a public nuisance, the enforcement official shall request the City Manager to schedule a confirmation of costs hearing in accordance with the hearing procedures set forth in Section 3 -13.5 of this title. A confirmation of costs hearing is also appropriate if the City incurred abatement preparation costs before a responsible person voluntarily abated the public nuisance. 2. A notice of the date, time and place of the confirmation of costs hearing shall be served on the responsible person at least ten calendar days prior to the scheduled hearing by any one of the methods set forth in Section 3 -13.3 of this title. I A copy of the expense statement describing the work performed and an itemized account of the total abatement costs shall also be served on the responsible party at least ten calendar days prior to the scheduled confirmation of costs hearing by any one of the methods set forth in this Chapter. Ordinance No. 1680 14 Exhibit A 4. The City Council's confirmation of costs hearing shall limit the scope of review to the City Manager's report describing the work performed and the itemized account of costs together with any objections to its accuracy. The City Council may make such revisions, corrections or modifications in the report or the account as may be just and reasonable. 5. The City Council may issue an order which assesses the costs as either a personal obligation against the responsible person or a special assessment against the real property abated by the City. 6. At the confirmation of costs hearing, the City Council shall not consider evidence regarding the merits of the previous abatement hearing or review the decision ordering the administrative or summary abatement. d. The City Council's order confirming or modifying the amount of costs incurred by the City in performing the abatement shall be final. Recovery of abatement costs as a personal obligation. If the City Council orders that the abatement costs be charged as a personal obligation of the responsible person, the City Manager shall collect the obligation by use of all appropriate legal means. This may include the recordation of a code enforcement lien against any real property owned by the responsible person pursuant to the provisions set forth in this title. If unable to collect this obligation, the City Manager may refer the case to the City Attorney to file a court action to recover the costs. e. Recovery of abatement costs by special assessment. 1. If the City Council orders that abatement costs shall be charged against the property abated by the City, the City Manager shall prepare a notice of special assessment. The City Manager shall deliver the notice of special assessment to the county auditor who shall place it on the county assessment roll pursuant to Government Code Section 38773.5. 2. The notice of special assessment shall include a copy of the City Council's confirmation of costs order and shall summarize the Ordinance No. 1680 15 Exhibit A abatement action. The enforcement official may record a copy of this special assessment notice to inform any subsequent purchasers or owners about this abatement action and its costs. The City Manager shall file a withdrawal of this notice with the county recorder when either. L The responsible person pays in full the abatement costs; or H. The county auditor or tax collector posts a lien on the property pursuant to Government Code Section 38773.5. f. Pursuant to the provisions of Government Code Section 38773.5 the county tax collector may collect the amount of the assessment at the same time and in the same manner as ordinary municipal taxes, and impose the same penalties and procedures, including the sale of property, in case of delinquency, as provided for ordinary municipal taxes. All laws applicable to the levy, collection and enforcement of property taxes shall be applicable to the special assessment. The provisions of Government Code Sections 38772 through 38773.5, and any amendments to those sections, are incorporated by reference and made part of this chapter. g. Alternative — Nuisance abatement lien. As an alternative to the recovery of abatement costs by special assessment as set forth in Section 3 -13.11 of this chapter, the City Manager can record a nuisance abatement lien pursuant to the provisions set forth in Section 3- 13.9 of this title. h. Payment of administrative and summary abatement costs. 3 -13.12 Delegation of City Manager's Responsibilities. The City Manager may delegate the responsibilities imposed upon him by this chapter to such subordinate officers or employees as he, in his discretion, deems appropriate. Ordinance No. 1680 16 Exhibit A 4�*LFN° AGENDA STAFF REPORT h 0 DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager A-66d__ PREPARED BY: Erika Ramirez, Interim Director Development, Compliance & Enforcement Services SUBJECT: Municipal Code Amendment to Amend Chapter 4, Article 2, of the City of Lynwood Municipal Code (Special Permits for Regulatory Purposes) Recommendation: INTRODUCE Ordinance No. _ thereby adding Section 4 -8.11 to the Lynwood Municipal Code to adopt Los Angeles County Ordinance No. 2010 -0045 in its entirety, thereby authorizing the Los Angeles County Health Officer to issue a letter grade card to "mobile food facilities" and to immediately close any food facility if the letter grade card is lower than a "C" grade. Background: On May 12, 2016, the Los Angeles County Department of Public Health contacted the City of Lynwood requesting the City adopt Los Angeles County Ordinance 2010 -0045. The Ordinance in its entirety was provided for consideration. Discussion & Analysis: Los Angeles County Ordinance No. 2010 -0045 was approved on October 19, 2010, with an effective date of November 18, 2010. The Ordinance amended Title 8- Consumer Protection and Business Regulations of the Los Angeles County Code, relating to the operation of a food facility by: 1. Adding "mobile food facility" to the definition of food facility; 2. Establishing a semi - annual letter grading and scoring program for mobile food facilities; 3. Requiring owners of mobile food facilities and mobile support units to AGENDA disclose current route information to the Department of Public Health to ITEM SUBSEQUENT NEED ITEM NO. 11 A or �t# ` AGENDA STAFF REPORT N DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APRROVED BY: J. Arnoldo Beltran, City Manager�r PREPARED BY: Erika Ramirez, Development Compliance and Enforcement Services Director �, Bruno Naulls, Project Manage�"�'�9 SUBJECT: Intent to Levy PBID Annual Assessment Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE REPORT OF THE PBID ADVISORY BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2016 -2017 FISCAL YEAR AND FIXING THE TIME AND PLACE FOR THE PUBLIC HEARING FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT." Background: On November 27, 1985, the City Council of the City of Lynwood adopted Ordinance 1262 establishing the Parking and Business Improvement District (PBID). PBID assessments are levied as a fair and equitable way to provide funds to maintain, operate, and improve business areas in the City. The mandated levy imposed for the PBID is 50% of the business license tax to all businesses located within the PBID area. On May 17, 2016, the City Council approved the PBID report and resolution for use of funds concurring with the PBID Board that the use is beneficial to the business community. As a result, Council set the date of the public hearing for June 7, 2016 at 6pm in the City Council Chambers to allow for any public comment and protests, whether oral or verbal concerning the intended use of funds. At the close of the public hearing, unless protests are submitted that collectively represent 50% or more of the proposed annual assessment amount to be imposed, the Council may adopt a resolution to levy the annual assessment. Discussion & Analysis: The public hearing report was inadvertently not posted for the June 7, 2016 meeting and therefore staff is requesting the date of the Public Hearing to be rescheduled for June 21, 2016. In order to maintain compliance, the resolution within the public hearing notification must reflect a hearing date set by Council. This item has been brought before Council to obtain the next available date to conduct a Public Hearing for said matter. The attached resolution will represent the same information and intent as the original resolution 2106.101, changing only the date for the public hearing and noting the original date was rescheduled to the date of June 21, 2016. Fiscal Impact: This action will have no impact to the City's General Fund. Coordinated With: Finance Department City Attorney City Manager's Office Attachments: Resolution Announcement of PBID hearing 2 Y RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE REPORT OF THE PBID BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2016 -2017 FISCAL YEAR AND FIXING THE TIME AND PLACE FOR THE PUBLIC HEARING FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT WHEREAS, pursuant to Section 36500, et. sec. of the Streets and Highway Code of the State of California (CSHC), on November 27, 1985, Ordinance 1262 was adopted into law establishing the Parking and Business Improvement District (PBID); and WHEREAS, PBID assessments are levied as a fair and equitable way to provide funds to maintain operate and improve business areas in the City; and WHEREAS, section 3 of the ordinance identifies the PBID Area as all of the territory within the exterior boundaries of the City of Lynwood; and WHEREAS, section 4a of the ordinance established the system of charge and the method each business would be assessed annually and is based on 50% of the business license tax to all business located within the PBID area; and WHEREAS, the proposed use of these funds has been submitted for approval to the PBID Board and, on April 25, 2016, the PBID Board approved the report for the expenditure of the PBID funds for the fiscal year 2016 -2017, having determined that the use is beneficial to the business community; and WHEREAS, on May 17, 2016 the City Council adopted the report for use of funds and now is required to schedule a public hearing to allow for any public comment and protests, whether oral or verbal concerning the intended use of funds pursuant to Sections 36524 and 36525 of the CSHC; and WHEREAS, at the closing of the Public Hearing, unless protests are received that collectively represent 50% or more of the proposed annual assessment amount, the Council may adopt a resolution to levy the annual assessment; and WHEREAS, the City Council set the Public Hearing to take place Tuesday, June 7, 2016 at a regularly scheduled Council meeting, however the hearing was postponed and requires the City Council to set a new date for the Public Hearing; and WHEREAS, the City Council wishes to set the Public Hearing to take place Tuesday, June 21, 2016 at a regularly scheduled Council meeting, beginning at 6:00 p.m., in the Council Chambers at Lynwood City Hall. NOW, THEREFORE, IT IS RESOLVED BY THE LYNWOOD CITY COUNCIL AS FOLLOWS: Section 1. The City hereby adopts the report, as approved by the PBID Board, for the levy of assessments within the PBID area for the 2016 — 2017 fiscal year as mandated in Ordinance 1262 sec. 4a. Section 2. The City hereby sets a public hearing to take place on June 21, 2016 at a regular scheduled City Council meeting beginning at 6:00 p.m. in the Council Chambers at Lynwood City Hall to consider approval if the use of the PBID funds for an Economic Development Initiative which includes painting curbs and intersections, planting drought tolerant plants and trees, City gateway signs, seasonal decor, promotional and marketing strategies; Surveillance Camera Monitoring Equipment,; Sidewalk cleaning; graffiti removal; Street Sweeper Maintenance; and partial payment for purchase of a Boom Truck as described in the report approved and adopted by City Council. Section 3. The City hereby directs the Finance Department to amend the City's PBID budget for FY 2106 -2107 as needed to reflect the proposed $428,700 budget which is based on the proposed Spending Plan of said PBID funds. Section 4. The report on file with the City Clerk has the full detailed description of the improvements and activities to be provided and identifies the proposed levy on the businesses within the PBID area for this fiscal year. Section 5. The City Manager, or her designee, is hereby authorized to sign all documents necessary and appropriate to carry out and implement said improvements and activities on the behalf of the City. Section 6. This resolution becomes effective immediately upon adoption. APPROVED AND ADOPTED this 7t' day of June, 2016. ATTEST: Edwin Hernandez Mayor fr] 5 Maria Quinonez City Clerk APPROVED AS TO FORM: David Garcia City Attorney J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Erika Ramirez Development, Compliance, and Enforcement Services Director PUBLIC HEARING NOTICE NOTICE OF A PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF LYNWOOD PURSUANT TO THE APPROVED REPORT FOR THE LEVY OF THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2016 -17 NOTICE IS HEREBY GIVEN that on June 21, 2016 at the hour of 6:00 P.M., or as soon thereafter as the matter can be heard, the City of Lynwood ( "City") will conduct a Public Hearing pursuant to California Street and Highway Code (CSHC) Sections 36524 and 36525 in the Council Chamber, City Hall, 11330 Bullis Road, Lynwood, CA 90262 on the levy of assessment against business enterprises in the Parking and Business Improvement District (PBID) for FY 16/17. The PBID resolution of intent is provided herein Pursuant to section 36534(b) of the CSHC which states, "The City Clerk shall give notice of the public hearing by causing the resolution of intention to be published once in a newspaper of general circulation in the City not less than seven (7) days before the public hearing." RESOLUTION NO. 2016. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE REPORT OF THE PBID BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2016 -2017 FISCAL YEAR AND FIXING THE TIME AND PLACE FOR THE PUBLIC HEARING FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT WHEREAS, pursuant to Section 36500, et. sec. of the Streets and Highway Code of the State of California (CSHC), on November 27, 1985, Ordinance 1262 was adopted into law establishing the Parking and Business Improvement District (PBID); and WHEREAS, PBID assessments are levied as a fair and equitable way to provide funds to maintain operate and improve business areas in the City; and WHEREAS, section 3 of the ordinance identifies the PBID Area as all of the territory within the exterior boundaries of the City of Lynwood; and WHEREAS, section 4a of the ordinance established the system of charge and the method each business would be assessed annually and is based on 50% of the business license tax to all business located within the PBID area; and WHEREAS, the proposed use of these funds has been submitted for approval to the PBID Board and, on April 25, 2016, the PBID Board approved the report for the expenditure of the PBID funds for the fiscal year 2016 -2017, having determined that the use is beneficial to the business community; and WHEREAS, on May 17, 2016 the City Council adopted the report for use of funds and now is required to schedule a public hearing to allow for any public comment and protests, whether oral or verbal concerning the intended use of funds pursuant to Sections 36524 and 36525 of the CSHC; and WHEREAS, at the closing of the Public Hearing, unless protests are received that collectively represent 50% or more of the proposed annual assessment amount, the Council may adopt a resolution to levy the annual assessment; and provide the whereabouts of transient mobile food facilities and mobile support units and thereby facilitate timely inspections; and 4. Establishing an annual certification inspection for mobile food facilities and mobile support units to ensure that food equipment meets applicable installation and design standards according to State law. Since its adoption, 20 other cities (Agoura Hills, Arcadia, Artesia, Claremont, Compton, Downey, Hawthorne, La Canada Flintridge, La Mirada, Lancaster, La Verne, Lomita, Los Angeles, Monrovia, Pomona, Rancho Palos Verdes, San Marino, Santa Monica, South Pasadena, and Torrance) have incorporated the County Ordinance into their own Municipal Code. Staff recommends adopting the attached ordinance in its entirety by adding Section 4 -8.11 to the Lynwood Municipal Code. The new section would read as defined in Exhibit A. Fiscal Impact: The estimated fiscal impact is unknown; however there is a projected increase in revenues from administrative citations issued to those mobile vendors not in compliance with the Ordinance was it becomes effective. Coordinated With: City Manager City Clerk Attachments: Ordinance ORDINANCE NO_ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING CHAPTER 4 -8 OF THE MUNICIPAL CODE SPECIAL PERMITS FOR REGULATORY PURPOSES WHEREAS, California Government Code Section 50022.9 specifically authorizes cities to enact ordinances which adopt by reference county codes; and WHEREAS, incorporation of Los Angeles County public health laws by the City is required before such laws can be enforced by County Inspectors within the City of Lynwood; and WHEREAS, effective enforcement of state and local public health laws is a critical component of the City's overall commitment to protecting the health and welfare of its citizens, work -force and visitors; and WHEREAS, the City is committed to working together with the County of Los Angeles to undertake effective enforcement of state and local public health laws; and WHEREAS, the City, like most cities within Los Angeles County, relies on the County to enforce public health laws, including the California Retail Food Code, within the City of Lynwood; and WHEREAS, inadequate food storage, preparation and service threatens public health and welfare; and WHEREAS, the City is committed to safeguarding public health and ensuring that food provided to consumers is safe, unadulterated, and honestly presented; and WHEREAS, the California Retail Food Code (Health and Safety Code Sections 113700 et. sec.) authorizes local agencies to adopt an evaluation or grading system for food facilities, including mobile food facilities; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That Section 4 -8 of the Municipal Code amended as referenced in Exhibit A: Section 2. This Ordinance shall take effect thirty (30) days after its final passage. Section 3. Any provision of the Lynwood Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance. Section 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. Section 5. The City Clerk shall certify as to the passage and adoption of this Ordinance and to cause it to be published as required by law. First read at a regular meeting of the City Council held on the 7th, day of June, 2016 and adopted and ordered published at a regular meeting of said Council held on the 21St, day of June, 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 Erika Ramirez, Interim Director Development, Compliance & Enforcement Services Exhibit A CHATER 4 LICENSING AND BUSINESS REGULATIONS ARTICLE 2. SPECIAL PERMITS FOR REGULATORY PURPOSES 4 -8.11 LOS ANGELES COUNTY LETTER GRADE, ROUTE LOCATION DISCLOSURE AND ANNUAL CERTIFICATION REQUIREMENT FOR MOBILE FOOD FACILITIES. a. DEFINITIONS. As used in this chapter: Food facility shall mean any food establishment, food warehouse, milk warehouse, mobile food facility, mobile support unit, vehicle, vending machine, swap meet prepackaged food stand, mobile preparation unit, or any place used in conjunction with the operation of the above, including, but not limited to, storage facilities for food utensils, equipment, and materials. For the purposes of this provision, a food facif4y shall include a food facility operating in conjunction with a food processing establishment. Retail food vehicle shall mean any motorized or non - motorized conveyance or portable food service unit upon which prepackaged or approved unpackaged food is sold or offered for sale at retail. Categories of retail food vehicles include: 1. Animal food vehicle 2. Bakery distributor vehicle (independent, retail); 3. Fish peddler vehicle; 4. Food vehicle - Department of MotorVehicles exempt; 5. Food salvage distributor vehicle; 6. Fruit and vegetable vehicle; 7. Grocery distributor vehicle; 8. Independent ice distrbutorvehicle; 9. Independent retail meat vehicle; 10. Independent milk distributor vehicle, not a processor -owned milk delivery vehicle; a. Industrial catering vehicle; 11. Limited food vehicle; 12. Unpackaged food vehicle; 13. Prepackaged food cart, a non - motorized vehicle, from which the operator dispenses prepackaged and labeled food; 14.Any combination of the above; 15. Or any vehicle, including, but not limited to, a mobile food facility, from which animal food, bakery products, fish, shellfish, seafood, fruits, vegetables, meats, poultry, preserves, jelly, relish, milk or other dairy products, food or food products, ice or beverages, whether in bulk, canned, wrapped, bottled, packaged, or any other form, are sold or kept for sale at retailer are distributed to the consumer. b. EXCEPTIONS: Vehicles owned and operated by a fixed - location food market, restaurant or other business having a valid public health permit under this chapter to deliver food products from said establishment to other locations shall not be required to have a separate public health permit under this chapter. c. GRADING, SCORING METHOD AND LETTER GRADE CARD. Grading shall mean the letter grade issued by the county health officer at the conclusion of the routine inspection of a food facility. The grade shall be based upon the scoring method set forth inthis section resulting from the food official inspection report and shall reflect the food facility's degree of compliance with all applicable federal, state and local statutes, orders, ordinances, quarantines, rules, regulations, or directives relating to the public health. Scoring method shall mean a procedure used by the county health officer where a .score is calculated by adding values predefined on the food official inspection report for violations that are observed during an inspection and subtracting that total from 100. The resulting numerical sum, stated as a percentage, constitutes the score for the inspection. Letter grade card shall mean a card that may be posted by the county health officer at a food facilty upon completion of a routine inspection that indicates the letter grade of the facility as determined by the county health officer using the scoring method set forth in this section. The county heath officer, in his discretion, may immediately close any food facility which, upon completion of the routine inspection, does not achieve at least a "C" grade as defined herein. Nothing in this provision shall prohibit the county heath officer from immediately closing any food facility if, in his discretion, immediate closure is necessary to protect the public heath. 1. The letter grade for a food facilty shall be based upon the final numerical percentage score set forth in the food official inspection report, as follows: a) A grade of "A" shall indicate a final score of 90 percent or higher as determined bythe county heath officer; b) A grade of "B" shall indicate a final score less than 90 percent but not less than 80 percent as determined bythe county heath officer; c) A grade of "C" shall indicate a final score less than 80 percent but not less than 70 percent as determined by the county health officer. d. INSPECTION SCORE CARD. Inspection score card shall mean a card that may be posted by the county heath officer at a food facility, upon completion of a routine inspection, that indicates the total numerical percentage score for the facility as determined by the county health officer and as set forth in the food official inspection report. For the purposes of this provision, a food facility shall include a food facility operating in conjunction with a food processing establishment. The county health officer, in his discretion, may immediately close any food facility which, upon completion of the routine inspection, achieves a total numerical percentage score less than 70 percent as set forth in Section 4- 8.11c. Nothing in this provision shall prohibit the county health officer from immediately closing any food facility if, in his discretion, immediate closure is necessary to protect the public health. e. MOBILE FOOD FACILITY. Mobile food facifdy shall mean any vehicle used in conjunction with a commissary or other permanent food facility upon which food is sold or distributed at retail. "Mobile food facility" does not include a "transporter" used to transport packaged food from a food facility, or other approved source to the consumer. f. MOBILE SUPPORT UNIT. Mobile support unit shall mean a vehicle used in conjunction with a commissary or other permanent food facility that travels to and services mobile food facilities as needed to replenish supplies, including food and potable water, clean the interior of the unit, or dispose of liquid or solid wastes. The county heath officer shall have the discretion to score a mobile support unit pursuant to the method set forth in Section 4 -8.11 c. g. NOTICE OF CLOSURE Notice of closure shall mean a public notice that may be posted by the county health officer at a food establishment facility upon suspension or revocation of the facility's public health permit and that results in the immediate closure of the facility and the discontinuance of all operations of the food facility, by order of the county health officer, because of violations of applicable federal, state and local statutes, orders, ordinances, quarantines, rules, regulations, or directives relating to the public health. h. ROUTE LOCATION. The owner /operator of a mobile food facility or mobile support unit shall complete a Mobile Food Facility Route Sheet, obtained from the county health officer, listing the complete address, telephone number and arrival /departure times of each location where the retail food business is being conducted. The Mobile Facility Route Sheet shall be maintained on file at the Vehicle Inspection Program. The owner /operator of a mobile food facility or mobile support unit shall notify the county health officer of any significant changes to the Mobile Food Facility Route Sheet. Failure to provide an accurate and current Mobile Food Facility Route Sheet may result in suspension or revocation of the public heath license or permit. I. ANNUAL CERTIFICATION INSPECTION. The owner /operator of a mobile food facility or mobile support unit shall obtain an annual certification inspection from the county health officer. The enforcement agency shall initially approve all mobile food facilities and mobile support units as complying with California Health and Safety Code Chapters 1 -8, inclusive, 10 and 13. The county health officer shall then issue a certification sticker which shall be affixed to the mobile food facility or mobile support unit. The sticker will be valid during the fiscal year corresponding to the mobile food facility's or mobile support unit's current public health operating permit. Failure to secure an annual certification sticker shall result in a suspension or revocation of the public health license or permit. j. POSTING REQUIRMENTS- PENALTY FOR NONCOMPLIANCE - DOUCMENTS AVAILABLE FOR PUBLIC REVIEW. Upon issuance by the county health officer, the health officer shall post at every food facilitythe letter grade card, orthe inspection score card, as determined by the county health officer, so as to be clearly visible to the general public and to patrons entering the facility. "Clearly visible to the general public and to patrons" means: 1. Posted in the front window of the food facility within five feet of the front door or posted in a display case mounted on the outside front wall of the food facility within five (5) feet of the front door; i2. Posted adjacent to the pass out.window on a mobile food facility, or on the customer service side of an unenclosed mobile food facility; or 3. Posted in a location as directed and determined in the discretion of the county health officer to ensure proper notice to the general public and to patrons. In the event that a food facility b operated in the same building or space as a separately licensed or permitted business, or in the event that a food facility shares a common patron entrance with such a separately licensed or permitted business, or in the event of both, the county heath officer shall post the letter grade card, or the inspection score card in the initial patron contact area, or in a location as determined inthe discretion of the county health officer. The letter grade card and the inspection score card shall not be defaced, marred, reproduced, copied, camouflaged, hidden orremoved. It is unlawfulto operate a food facility unless the letter grade card or the inspection score card, as determined by the county health officer, is in place as set forth hereunder. Removal of the letter grade card orthe inspection score card is a violation of this chapter and may result in the suspension or revocation of the public health permit and shall be punishable as specified in the Section 4- 8.111. Every food facility shall post a legibly lettered sign which displays the following information so as to be clearly visible to the general public and to patrons entering the facility: Any public health concerns regarding this facility should be directed to the County of Los Angeles, Environmental Heath office located at the local office address and telephone number to be provided by the county health officer. The food official inspection report upon which the letter grade card or the inspection score card is based and all subsequent reports issued by the county health officer shall be maintained at the food facility and shall be available to the general public and to patrons for review upon request. The food facility shall keep the food official inspection report and all subsequent reports until such time as the county health officer completes the next routine inspection of the facility and issues a new food official inspection report. k. LETTER CARD AND INSPECTION CARD- PERIOD OF VALIDITY. A letter grade card or inspection score card shall remain valid until the county health officer completes the next routine inspection of the food facility. I. PUBLIC HEALTH PERMIT SUSPENSION OR REVOCATION- NOTICE OF CLOSURE Upon issuance of a written notice of suspension or revocation of the public health permit by the county health officer, the health officer shall post a notice of closure at the food facility so as to be clearly visible to the general public and to patrons. Upon issuance of the written notice of suspension or revocation of the public health permit by the county health officer, the food facility shall immediately close to the general public and to patrons and shall discontinue all operations until the public health permit has been reissued or reinstated by order of the county health officer or until the facility no longer operates as a food facility. The notice of closure shall remain posted until removed by the county health officer. Removal of the notice of closure by any person other than the county health officer or the refusal of a food facilty to close upon issuance of the written notice of suspension of the public health permit is a violation of this chapter and may result in the suspension or revocation of the food facility's public heath permit and shall be punishable as specified in Section 4- 8.111. f WHEREAS, the City Council set the Public Hearing to take place Tuesday, June 7, 2016 at a regularly scheduled Council meeting, however the hearing was postponed and requires the City Council to set a new date for the Public Hearing; and WHEREAS, the City Council wishes to set the Public Hearing to take place Tuesday, June 21, 2016 at a regularly scheduled Council meeting, beginning at 6:00 p.m., in the Council Chambers at Lynwood City Hall. NOW, THEREFORE, IT IS RESOLVED BY THE LYNWOOD CITY COUNCIL AS FOLLOWS: Section 1. The City hereby adopts the report, as approved by the PBID Board, for the levy of assessments within the PBID area for the 2016 — 2017 fiscal year as mandated in Ordinance 1262 sec. 4a. Section 2. The City hereby sets a public hearing to take place on June 21, 2016 at a regular scheduled City Council meeting beginning at 6:00 p.m. in the Council Chambers at Lynwood City Hall to consider approval if the use of the PBID funds for an Economic Development Initiative which includes painting curbs and intersections, planting drought tolerant plants and trees, City gateway signs, seasonal decor, promotional and marketing strategies; Surveillance Camera Monitoring Equipment,; Sidewalk cleaning; graffiti removal; Street Sweeper Maintenance; and partial payment for purchase of a Boom Truck as described in the report approved and adopted by City Council. Section 3. The City hereby directs the Finance Department to amend the City's PBID budget for FY 2106 -2107 as needed to reflect the proposed $428,700 budget which is based on the proposed Spending Plan of said PBID funds. Section 4. The report on file with the City Clerk has the full detailed description of the improvements and activities to be provided and identifies the proposed levy on the businesses within the PBID area for this fiscal year. Section 5. The City Manager, or her designee, is hereby authorized to sign all documents necessary and appropriate to carry out and implement said improvements and activities on the behalf of the City. Section 6. This resolution becomes effective immediately upon adoption. APPROVED AND ADOPTED this 7v' day of June, 2016. An executed copy of the resolution will be available for public inspection on June 9, 2016 in the City Clerks office located at 11330 Bullis Road, Lynwood, California during the hours of 7:00 A.M. to 6:00 P.M. Monday through Thursday. It will also be available on the City's website at the following link: http://www.lynwood.ca.us/fVi/pbid-fV-1 6-1 7 Dated: June 7, 2016 Publish: June 13, 2016 MEMORANDUM Date: June 7, 2016 TO: Honorable Mayor and Member of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Maria Quinonez, City Clerk Daryl Betancur, Executive Assistan{ to City Clerk zv SUBJECT: City of Lynwood Minutes Recommendation: Staff recommends the City Council approve the following minutes: Special Meeting — February 23, 2016 Regular Meeting —April 19, 2016 Regular Meeting — May 3, 2016 Regular Meeting — May 17, 2016 Background: N/A Discussion & Analysis: N/A Fiscal Impact: N/A Coordinated with: N/A frEM /Zor.. LYNWOOD CITY COUNCIL SPECIAL MEETING FEBRUARY 23, 2016 Item #1. CALL TO ORDER The City Council of the City of Lynwood met in a special meeting in the Council Chambers, 11330 Bullis Road, Lynwood, CA on the above date at 6:04 p.m. Mayor Hernandez presiding. Item #2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK City Clerk Quinonez announced the agenda had been duly posted in accordance with the Brown Act. Item #3. ROLL CALL OF COUNCIL MEMBERS PRESENT: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND HERNANDEZ ABSENT: NONE STAFF PRESENT: City Manager Beltran, City Attorney Garcia, City Clerk Quinonez, Interim Deputy City Clerk Betancur and City Treasurer Camacho. Mayor Hernandez acknowledged the presence of City Treasurer Gabriela Camacho. Item #4. PLEDGE OF ALLEGIANCE The Pledge of Allegiance was offered by Council Member Solache. Item #5. City Clerk Quinonez led the Council in the invocation. By unanimous consent the City Council Oral and Written Communications was held to the end of the meeting. Mayor Hernandez requested that item No. 8 be moved ahead on the agenda since there were representative from the Henning family present to address the City Council. By unanimous consent, it was so ordered. Mayor Pro Tem Castro requested that item No. 7 be moved right after item No. 8. By unanimous consent, it was so ordered. 1 Lynwood City Council Regular Meeting Minutes — February 23, 2016 PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE CITY COUNCIL ORAL AND WRITTEN COMMUNICATIONS NONE NEW /OLD BUSINESS Item #8. DONATION & INSTALLATION OF FAQADE SIGNATE AT THE ROBERT HENNING YOUTH CENTER (ITEM TAKEN OUT OF ORDER) MOTION: It was moved by Council Member Solache, seconded by Mayor Pro Tern Castro to accept staffs recommendation. Motion carried by the following roll call vote: Bishop Gilroy thanked the City Council on behalf of the Henning family. Members of the City Council expressed gratitude for Mayor Henning's service to the City of Lynwood. ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.051 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE INSTALLATION OF DONATED FAgADE SIGNAGE AT THE HENNING YOUTH CENTER AND THE WAIVING OF RELATED SIGN INSTALLATION FEES. Item #7. TEMPORARY STAFFING REQUEST — PUBLIC WORKS DEPARTMENT — PUBLIC WORKS ASSOCIATE (ITEM TAKEN OUT OF ORDER) MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to accept staffs recommendation with the amendment to change the length of time from six months to four months and that after negotiations take place to bring back to the City Council for ratification. Item was to be received and filed. Motion carried by the following roll call vote: 2 Lynwood City Council Regular Meeting Minutes — February 23, 2016 ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE City Attorney Garcia stated that the City Council had two options with respect to approval of this item, one option was approval on an emergency basis, which required three votes while the other option was for efficiency, which required four votes; he commented that the Mayor could clarify, which option to use as the basis for approval. Council Member Alatorre commented that he wanted to know where the money would go and that the item did not mention who the vendor would be. City Manager Beltr6n stated that there was one correction in order and that was, that this was not a request for an authorization for the City Manager to sign anything and that this had been discussed previously; that the request before the Council simply was to have the Director of Public Works /City Engineer contact at least three staffing firms and request them to send the best candidate to fill the specific position and as such to have staff come back with a recommendation outlining the process. There was a substantial discussion with members of the City Council expressing their views relative to the manner, transparency, and process to retain a staffing firm. City Attorney Garcia asked as to what voting option the Council had used for approval. Mayor Hernandez commented that since the item was approved unanimously, then, the emergency approval did not apply. RESOLUTION NO. 2016.050 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH A TEMPORARY STAFFING FIRM FOR TEMPORARY STAFFING SERVICES FOR A PUBLIC WORKS ASSOCIATE NOT -TO- EXCEED AMOUNT OF $10,263 PER MONTH Item #6. FY 2016 MID -YEAR FINANCIAL REVIEW Mayor Hernandez commented that there was no need for a formal motion for the item to be discussed. City Manager Beltr6n stated that the presentation before the City Council was for purposes of receive and file and that along with it, there was a Resolution seeking request for approval of the mid -year budget adjustments. 3 Lynwood City Council Regular Meeting Minutes — February 23, 2016 Mayor Pro Tern Castro stated that she had requested several times that the Mayor be involved in the mid -year budget discussions so that he knew what the actual numbers were and why; and to involve Mayor Hernandez in the Committee. Council Member Solache stated that Mayor Pro Tern Castro's comments were applicable to not just budget issues but to all elected officials and applicable on every issue. Mayor Hernandez commented that he was in agreement with those comments and that the Council should use their talents to participate in important discussions. City Manager Beltran made introductory comments relative to the presentation and its related contents. Christy Valencia, Finance Manager presented the staff report and briefed the City Council on the contents of the mid -year budget adjustments. Following Ms. Valencia's presentation, City Manager Beltran asked of the City Council that if they had any questions, which were addressed by staff. There was a substantial discussion relative to the presentation with Council Members asking questions relative to the Lighting District Assessment, the projected deficit on the Landscape Assessment District, possibility of a temporary five -year one cent sales tax increase and how it ought to be framed and presented to the community, revisiting the contract with the Los Angeles County Sheriffs office over the escalating cost of law enforcement and related automatic increases each year, strategies for dealing with the cost of law enforcement, the increases in the City Manager's and Parks and Recreation budget line items, the City's structural deficit and water fund balances. In addition, there were questions about the billing cycle for paying City bills and how the bills were paid, and whether or not the bills were paid timely to have an accurate estimate for budgeting purposes. Further, there was a request to have any items that were not budgeted clearly identified and listed on the agenda in a prominent manner to alert the City Council on items that were not budgeted. Finance Manager Valencia, City Manager Beltran and staff provided further clarification on the items of inquiry. City Manager Beltran explained that with respect to a potential sales tax increase, there were two ways to go to the voters for a sales tax increase, one being an earmark for a specific public purpose or use, which required about 60% voter approval and the other for general purposes. 4 Lynwood City Council Regular Meeting Minutes — February 23, 2016 Mayor Hernandez thanked his colleagues for being engaged and coming up with ideas and how the meeting was conducted. Further, he commented that he was disappointed with the given presentation as it was a copy and paste of what was presented in years past. He stated that he would have liked to have seen staff to come back with more options for the City Council to consider and that the presentation did not articulate any options or alternatives only the challenges that the City Council has known about for the past few years. Finance Manager Valencia and City Manager Beltran clarified that the action before the Council was not only to receive and file the mid -year budget report, but also to approve the 2016 mid -year budget adjustments. MOTION: Mayor Pro Tern Castro moved to accept staffs recommendation, including corrections to the mid -year budget and to approve the fiscal year FY 2016 budget adjustments. Council Member Santillan -Bess seconded. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.049 ENTITLLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA RECEIVING AND FILING THE FY 2015 -16 MID -YEAR FINANCIAL REVIEW REPORT AND APPROVING THE FY 2015 -16 MID -YEAR BUDGET ADJUSTMENTS TO AMEND THE FY 2015 -16 ADOPTED BUDGET HERETO ATTACHED AS SCHEDULE A CLOSED SESSION NONE ADJOURNMENT Having no further discussion, it was moved by Mayor Pro Tern Castro to adjourn the meeting, seconded by Council Member Solache and carried to adjourn the regular Lynwood City Council meeting at 8:19 p.m. Edwin Hernandez, Mayor I.1 Maria Quinonez, City Clerk LYNWOOD CITY COUNCIL REGULAR MEETING APRIL 19, 2016 Item #1. CALL TO ORDER The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road, Lynwood, CA on the above date at 6:06 p.m. Mayor Hernandez presiding. Item #2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK City Clerk Quinonez announced the agenda had been duly posted in accordance with the Brown Act. Item #3. ROLL CALL OF COUNCIL MEMBERS PRESENT: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ STAFF PRESENT: City Manager Beltran, City Attorney Garcia, City Clerk Quinonez, Executive Assistant to City Clerk Betancur and City Treasurer Camacho. Mayor Hernandez acknowledged the presence of City Treasurer Gabriela Camacho. Item #4. PLEDGE OF ALLEGIANCE The posting of the Colors and the Pledge of Allegiance were carried out by the team of Explorers. Item #5. INVOCATION The invocation was offered by Rev. Robert Robinson, Jr. Item #6. PRESENTATIONS /PROCLAMATIONS • Lynwood Weight Loss Challenge Winners Mark Flores, Director of Parks and Recreation made brief state- ments about the event, stating that the challenge program was 12 weeks and included 35 teams of four members each and collec- tively they had lost 1,440 pounds; he announced the following winners: 1 Lynwood City Council Regular Meeting Minutes —April 19, 2016 3`d Place Winner Female Division- Marisol Areola 2nd Place Winner Female Division- Erica Colaso 1st Place Winner Female Division- Claudia Acevez The winners for the male Division included: 3`d Place Winner Male Division- J.P. Vargas 2nd Place Winner Male Division- Bruno Naulls 1st Place Winner Male Division- Sergio Acevez 1st Place Team Winners- Captain Bruno Naulls, Karen Naulls, Lyndsey Naulls and Jose Trejo • Sheriff Captain Carter— Update on Law Enforcement Issues Lieutenant Chavez presented the update on law enforcement stating that they had been assisting the City with Project Coffee cup; that due to the increase in calls for service for loud parties and cruising, they had deployed more enforcement officers; spoke about the campaign for speeding and racing; commented that they had increased citations and spoke about passing flyers to the community alerting them to the dangers of speeding and racing. Captain Carter introduced Lieutenant Ruthie Dailey who was the second in command and that in the Captain's absence she be- comes the acting Captain for the Century Station. • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)). Council Member Alatorre reported on having attended the Gate- way Cities Council of Governments (COG) and spoke about hav- ing received correspondence from Los Angeles County Supervi- sor Don Knabe advocating for a revised version of the overlap- ping measure R; he commented that the Mayor of Los Angeles was supporting it; however, the Council of Governments was not because it was delaying the projects in the area for a number of years. Council Member Solache thanked staff for handling the recent power outage effectively; spoke about the low water pressure some had experienced and it had to do with the power being out; commented that the City needed to engage Southern California Edison (SCE) in a discussion relative to the frequent power out- E Lynwood City Council Regular Meeting Minutes —April 19, 2016 ages in the City of Lynwood; thanked those who participated in the trash recycling event. Council Member Santillan -Beas spoke also regarding the need to engage Southern California Edison (SCE) in a discussion about the recent outages (SEC) and asked if the City could invite a rep- resentative to come to the next Council meeting; asked if with the Assistance of Mayor Hernandez and Mayor Pro Tern Castro who work for state legislators, if a survey could be done to find out whether or not these power outages were isolated to poor com- munities. Mayor Pro Tem Castro spoke about the power outage and com- mented that the City could submit reimbursements for a lack of business; mentioned that there had been similar incidents in nearby communities; that in the North Long Beach area the Mayor organized the City of Long Beach with a letter campaign to the Utilities and Commerce Committee at the legislative level de- manding that the Public Utilities Commission (PUC) be held ac- countable and that they come to the community of Long Beach and hold a public hearing; however, here in the City of Lynwood, there was no such outrage or response. Item #7. CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to recess to the City of Lynwood as the Successor Agency to the Lynwood Redevelopment Agency at 6:49 p.m. Motion carried by a 5 -0 vote. The City Council recessed to the Successor Agency portion of the meeting at 6:49 p.m. The City Council reconvened to the regular meeting at 6:52 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Harry Gibbons addressed the City Council regarding agenda item No. 18 related to the Engineering and Traffic Study on Arterial and Collector Roads; stated that if the City could improve the street by allowing the installation of a pedestrian signal light on Martin Luther King Jr. Blvd between Firebaugh High School and Louise Avenue Corner and include a push button to activate cross walk. 3 Lynwood City Council Regular Meeting Minutes —April 19, 2016 NON - AGENDA PUBLIC ORAL COMMUNICATIONS Maria Viera thanked the Council for the work done on Los Flores and also wanted to thank the Director of Public Works /City Engineer for a job well done; and spoke about a letter that she had given to the Human Resources Director Ms. Haydee Sainz to present to the City Council. Ana Maria Garcia spoke regarding a claim whereby a tree branch that fell down on her vehicle had caused damage; that she had spoken to Human Resources and that she had not received help. Jessica Iriarte addressed the City Council as a member of the District Advisory Council (DAC) stating that she had not seen any improvements since last time she was at the Council meeting; that she had seen more patrols but she had also seen food vendors and that she was bringing attention to a parking enforcement issue at school sites throughout the city. Jose Luis Pena also from the District Advisory Council (DAC) spoke also about the street patrols; stated that he had witnessed parents dropping off kids in the middle of the street; and asked for the Council's support in enforcing traffic rules especially around school sites; spoke about parking problems around his business on 11125 Atlantic Avenue. Maria Alvarado spoke against the housing project around Plaza Mexico, which was going to cause more traffic and create more parking problems; commented that this project will bring a negative element of drugs and gangs into the area. Wanda Miller spoke in regards to the Development of Plaza Mexico; that when the Plaza Mexico sign was first placed she had contacted the City in opposition to it because it was not representative of the entire community; that the sign should represent all of the people; she stated that she hoped something should be done about this sign; commented that she had seen a lot of businesses going up and a lot of signs were all in Spanish; she stated that this sent the wrong message to those people who did not read Spanish because it meant that their business were not wanted; made brief comments about the new walking path and thanked the Council for it. Santa Huerta resident of South Gate spoke about the quality of life in the area of the Helen Grace Chocolate factory; spoke about concerns relative to drugs, homelessness and prostitution and that she was fearful because she had a special needs son who resides in that area of the City of Lynwood. CITY COUNCIL ORAL AND WRITTEN COMMUNICATIONS Council Member Alatorre spoke about parking issues around the schools; and stated that it was hard to organize the parents when there was no law enforcement present; commented that the City needs to address these issues with Parking Enforcement being 4 Lynwood City Council Regular Meeting Minutes —April 19, 2016 deployed to problem spots; spoke about parking enforcement schedules; spoke about case No. 16 -005 animal neglect and cruelty stating that he was entitled to respond to related emails; he went onto explain the issue that transpired with this case. He further commented that he had sent an email to City Manager Beltran to be included as part of the record in which he was attempting to clear his name only to find out that City Manager had not acted upon it and had ignored his request; he presented an email to the City Manager with a request that he provided it to the rest of the City Council; he stated that for this reason he was giving the City Manager a vote of no confidence. Council Member Solache requested that a meeting be coordinated with City of Lynwood staff and staff with the City of South Gate to address the issue of street cleaning and sweeping and other boundary related issues; spoke regarding parking around the school sites. Council Member Santillan -Beas commented on the traffic and parking situations around the schools; spoke about the meetings that have taken place and the development of parking zones and the possibility of beginning a parking pilot program; asked why the City was responsible for cross walk guards when this too should be an issue that should be coordinated with the School District. Mayor Pro Tern Castro spoke about the Helen Grace building and if we could have said property inspected through code enforcement and take some action thereafter; spoke about the linear park being connected to a larger network of pathways to the L.A. Rivera and Green line; spoke about the District Advisory Council (DAC) and suggested that Public Safety Manager Whitaker could conduct a volunteer training for crosswalks where they could select their own captains for each school; spoke about the parking enforcement issue around the schools; requested to be provided with a full report as to when was the last time each tree was trimmed; with respect to the Plaza Mexico sign, she stated that the City had no control as to the naming of businesses in the community and no control as to the type of demographic each business was trying to attract. Mayor Hernandez spoke about the parking issue around the schools and suggested to have a meeting with Council Member Solache and others to start the conversation to solve this problem; spoke about the need for all in the community to be vigilant about cleanliness; commented on the issue with Southern California Edison (SCE) and how the City needed to take action and that the community needed to support the Council on certain issues; briefly commented on the issue of homelessness stating the issue had not been ignored and the City was currently working on this issue. CONSENT CALENDAR MOTION: It was moved by Council Member Solache, seconded by Mayor Pro Tem Castro to approve the consent calendar with the exception of item(s) 10, 12, 13, 14 and 18, which were pulled for further discussion. Motion carried unanimously. Mayor Pro Tern Castro requested that item Nos. 12, 13, 14 be pulled. 5 Lynwood City Council Regular Meeting Minutes —April 19, 2016 Council Member Santillan -Beas requested that item No. 16 be pulled. City Manager Beltran requested that item No. 16 be removed from the agenda indicating that substantial progress had been made and that it was expected that preparations were being made for the resurfacing. Council Member Alatorre requested that item No. 18 be pulled. Mayor Hernandez requested that item No. 10 be pulled. Item #8. MINUTES FROM PREVIOUS MEETINGS: Regular Meeting — March 1, 2016 ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE Approved by Minute Order No. 2016.54 Item #9. APPROVAL OF THE WARRANT REGISTER RESOLUTION NO. 2016.084 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #10. QUARTERLY REPORT — FY 16 3RD QUARTER ADJUSTMENTS AP- PROVED BY COUNCIL (PULLED) Mayor Hernandez stated that he had pulled the item to clarify some misinformation rela- tive to this item; stated that he had received a number of communications from people asking why the Council was approving this item when in fact this was approved long ago. MOTION: It was moved by Mayor Hernandez, seconded by Council Member Solache to receive and filed as presented. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ D Lynwood City Council Regular Meeting Minutes — April 19, 2016 NOES: NONE ABSTAIN: NONE ABSENT: NONE Approved by Minute Order No. 2016 -55 Item #11. URBAN LAND INSTITUTE PARTNERSHIP RESOLUTION NO. 2016.085 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING STAFF TO ENGAGE URBAN LAND INSTITUTE IN A TEMPORARY PARTNERSHIP AND TO RECEIVE TECHNICAL ASSISTANCE TO PROMOTE THE BUILDING HEALTHY PLACES INITIATIVE THROUGH THE PRESENTATION OF A CONNECTIVITY PLAN TO ENHANCE MULTI -MODAL CONNECTIONS BETWEEN THE LOS ANGELES RIVER, LINEAR PARK, CITY HALL, SCHOOLS, HOSPITALS, PLAZA MEXICO AND THE LONG BEACH BOULEVARD GREEN LINE STATION TO INCREASE OPPORTUNITIES FOR ACTIVE TRANSPORTATION AND HEALTH RECREATION Item #12. CLAIM FOR DAMAGES BY JULIO MURGUTA (PULLED) Approved by Minute Order No. 2016 -56 Item #13. CLAIM FOR DAMAGES BY ROBERT BASURTO (PULLED) Approved by Minute Order No. 2016 -57 Item #14. CLAIM FOR DAMAGES BY JUAN BASURTO (PULLED) Denied by Minute Order No. 2016 -58 MOTION: It was moved by Council Member Solache, seconded by Council Member Santillan -Beas to accept staffs recommendation on items No. 12, 13, and 14 with one roll call vote: C16l�11113SY_L�II AYES: COUNCIL MEMBERS ALATORRE, MAYOR HERNANDEZ NOES: NONE ABSTAIN: MAYOR PRO TEM CASTRO ABSENT: NONE 7 SANTILLAN -BEAS, SOLACHE AND Lynwood City Council Regular Meeting Minutes —April 19, 2016 Mayor Pro Tern Castro stated that for the record she understood an abstention to be a case where a Council Member did not have enough information at the moment to make a clear and educated decision. Hence her request to have her vote recorded as an absten- tion. Item #15. APPROVAL OF A MEMORANDUM OF UNDERSTANDING BY AND BE- TWEEN THE CITY OF LYNWOOD AND THE WATER REPLENISHING DIS- TRICT (WRD) OF SOURTHERN CALIFORNIA REGARDING REIMBURSE- MENT FOR SAFE DRINKING WATER PROGRAM FOR DISADVANTAGED COMMUNITY (DAC) PROGRAM SERVICES AND ADOPTION OF AUTHOR- IZING RESOLUTIONS TO SIGN AND APPLY FOR FINANCING AGREE- MENTS FROM THE STATE WATER RESOURCES CONTROL BOARD RESOLUTION NO. 2016.086 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF LYNWOOD AND THE WATER REPLENISHING DISTRICT OF SOUTHERN CALIFORNIA REGARDING REIMBURSEMENT FOR SAFE DRINKING WATER PROGRAM FOR DISADVANTAGED COMMUNITY (DAC) PROGRAM SERVICES RESOLUTION NO. 2016.087 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO SIGN AND FILE FOR ON BEHALF OF THE CITY OF LYNWOOD A FINANCIAL ASSISTANCE APPLICATION FOR A FINANCING AGREEMENT FROM THE STATE WATER RESOURCES CONTROL BOARD FOR A WATER SYSTEM IMPROVEMENT PROJECT FOR WELL NO. 19 RESOLUTION NO. 2016.088 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO SIGN AND FILE FOR ON BEHALF OF THE CITY OF LYNWOOD A FINANCIAL ASSISTANCE APPLICATION FOR A FINANCING AGREEMENT FROM THE STATE WATER RESOURCES CONTROL BOARDFOR A WATER SYSTEM IMPROVEMENT PROJECT FOR WATER STORAGE Item #16. FINDING BANNAOUN ENGINEERS CONTRACTORS, CORPORATION IN DEFAULT, AND TERMINATING THEIR AGREEMENT FOR THE JOSEPHINE STREET, STREET IMPROVEMENT PROJECT, PROJECT NO. 4011.68.017 Item removed from agenda at staff's request and recorded by Minute Order No. 2016 -59. 13 Lynwood City Council Regular Meeting Minutes —April 19, 2016 Item #17. APPROVAL OF A CONTRACT WITH LINKTURE CONSULTING ENGI- NEERS TO COMPLETE PLANS, SPECIFICATIONS AND COST ESTI- MATES FOR FINALIZING THE SITING OF EMERGENCY STANDBY GENERATORS AND SITE IMPROVEMENTS RESOLUTION NO. 2016.089 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AWARDING A CONTRACT TO LINKTURE CONSULTING ENGINEERS IN THE AMOUNT NOT -TO- EXCEED $50,000 TO PREPARE SITE PLANS, SPECIFICATIONS, COST ESTIMATES:, FOR FINALIZING THE SITING OF EMERGENCY STANDBY GENERATORS AT VARIOUS WELL SITES AND PUBLIC WORKS YARD; AND SITE IMPROVEMENTS AT VARIOUS WELL SITES (CIP NO. 67.901,67.910,67.914) Item #18. REQUEST FOR PROPOSAL FOR ENGINEERING AND TRAFFIC STUDY ON ARTERIAL AND COLLECTOR ROADS (PULLED) Council Member Alatorre asked for a brief explanation relative to this item. Director of Public Works /City Engineer Godinez stated that state law requires that in order to post street speed limits on a street that was enforceable by radar or laser or some oth- er electronic means, there had to be an underlying Engineering and Traffic Study per- formed; further, he stated that such study would take into account a number of factors such as accident history and would establish the 85th percentile, whereby out of all the vehicles that pass, the 85 percentile was used to figure out what the fee was and this number can't be deviated from; that this was mainly for arterials and collectors and it had to be done every five years. MOTION: It was moved by Council Member Hernandez, seconded by Council Member Solache to accept staffs recommendation. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.090 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING STAFF TO ISSUE A REQUEST FOR PROPOSAL FROM TRAFFIC ENGINEERING FIRMS TO PREPARE AN ENGINEERING AND TRAFFIC STUDY ON ARTERIAL AND COLLECTOR ROADS 9 Lynwood City Council Regular Meeting Minutes —April 19, 2016 Item #19. PURCHASE AND SERVICE AGREEMENTS EXECUTED UNDER THE CITY MANAGER'S $15,000 PURCHASING AUTHORITY FOR THE PERI- OD OF JANUARY 1, 2016 THROUGH MARCH 31, 2016 Received and filed by Minute Order No. 2016 -60 NEW /OLD BUSINESS Item #20. LARA LINEAR PARK COMMUNITY GARDEN APPLICATION PROCESS AND USE REGULATIONS City Manager Beltran asked Director of Parks and Recreation Flores to present the staff report. Director Flores of Parks and Recreation stated that at the request of the City Council this item was being brought back for the Council's consideration and input. Council Member Santillan -Beas asked if any groups or organizations were interested. Director Flores stated that schools, Saint Francis Medical Center, Senior clubs but no individuals had expressed interest. MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to receive and filed as presented. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.091 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ESTABLISHING AN APPLICATION PROCESS, USER FEES AND GUIDELINES FOR THE LARA LINEAR PARK COMMUNITY GARDEN FACILITY Item #21. CDBG APPOINTMENT MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to ratify the appointment made by Council Member Solache, appointing Yolanda Rodriguez - Gonzalez to the Community Development Block Grant (CDBG) Board for a term ending December 31, 2016 by Minute Order No. 2016 -61. 10 Lynwood City Council Regular Meeting Minutes —April 19, 2016 ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #22. 2016 FIREWORKS STANDS MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to accept staff's recommendation. Council Member Santillan -Beas and Mayor Pro Tern Castro had questions relative two of the applicants for fireworks permit and requested that these be approved subject to them providing more background information and that this information is included in the Green Memo. ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE Ratified staff's recommendation by Minute Order No. 2016 -62 CLOSED SESSION Item #23. CLOSED SESSION ITEMS City Attorney Garcia provided the closed session report and led the City Council into closed session. MOTION: It was moved by Council Member Santillan -Beas, seconded by Council Mem- ber Solache to recess to closed session at 8:48 p.m. Motion carried by a 4 -0 vote. The City Council reconvened at 10:17 p.m. A. With respect to every item of business to be discussed in closed session pursuant to Section 54957.6: CONFERENCE WITH LABOR NEGOTIATORS 11 Lynwood City Council Regular Meeting Minutes —April 19, 2016 Agency Designated Representatives: Haydee M. Sainz, Director of Human Resources and Risk Management Employee Organization: LEA/AFSCME Local 1920 (Lynwood Employees Management Group) MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to provide direction to the team negotiation with the union. Motion carried by a 5 -0 vote. B. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.9: CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9: Number of Cases: Two MOTION: It was moved by Council Member Solache, seconded by Council Member Alatorre to provide direction on a settlement offer in this anticipated litigation matter. Motion carried by a 3 -2 vote with Mayor Pro Tern Castro and Mayor Hernandez dissenting. On the second anticipated litigation case, there was no reportable action. C. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.9: CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9 (d)(1): 1. Name of Case: Del Real v. City of Lynwood, LASC Case No. BC555836 MOTION: It was moved by Mayor Pro Tern Castro, seconded by Mayor Hernandez to approve a settlement offer to the plaintiff in this matter. Motion carried by a 5 -0 vote. 2. Name of Case: State Farm v. City of Lynwood, LASC Case No. 14K10710 12 Lynwood City Council Regular Meeting Minutes —April 19, 2016 MOTION: It was moved by Mayor Pro Tern Castro, seconded by Mayor Hernandez to approve a settlement offer to the plaintiff in this matter. Motion carried by a 5 -0 vote. 3. Name of Case: Allstate v. City of Lynwood, LASC Case No. 15K0l925 MOTION: It was moved by Mayor Pro Tem Castro, seconded by Mayor Hernandez to make a confidential settlement offer to the plaintiff in this matter. Motion carried by a 5 -0 vote. ADJOURNMENT Having no further discussion, it was moved by Mayor Pro Tern Castro to adjourn the meeting, seconded by Council Member Solache and carried to adjourn the regular Lynwood City Council meeting at 10:17p.m. Edwin Hernandez, Mayor 13 Maria QuMonez, City Clerk LYNWOOD CITY COUNCIL REGULAR MEETING MAY 3, 2016 Item #1. CALL TO ORDER The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road, Lynwood, CA on the above date at 6:04 p.m. Mayor Hernandez presiding. Item #2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK City Clerk Quinonez announced the agenda had been duly posted in accordance with the Brown Act. Item #3. ROLL CALL OF COUNCIL MEMBERS PRESENT: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ STAFF PRESENT: City Manager Beltran, City Attorney Garcia, City Clerk Quinonez, Executive Assistant to City Clerk Betancur and City Treasurer Camacho. Mayor Hernandez acknowledged the presence of City Treasurer Gabriela Camacho. Item #4. PLEDGE OF ALLEGIANCE The posting of the Colors and the Pledge of Allegiance were carried out by the team of Explorers. Item #5. INVOCATION The invocation was offered by Rev. Robert Robinson, Jr. Item #6. PRESENTATIONS /PROCLAMATIONS • Business of the Month The City Council recognized Lucy Avalos from Alguizar Buffett and awarded her a plaque of recognition for her 27 years of dedi- cated service to the City of Lynwood and providing catering ser- vices for many city related events. • Community presentation by Mr. W. Westbrook 1 Lynwood City Council Regular Meeting Minutes — May 3, 2016 Mr. Westbrook on behalf of the Lynwood community acknowl- edged the efforts, hard work and dedication of Captain Chavez during his tenure in the City of Lynwood and presented him with a plaque Captain Chavez thanked the Council for their support and thanked Mr. Westbrook and the entire community for the honor and recognition expressed during the presentation. • Sheriff Captain Carter — Update on Law Enforcement Issues Lieutenant Chavez presented the update on law enforcement commenting on the upcoming open house on June 4th; stated that the campaign for speeding and racing was going well and had re- sulted in many more citations. Council Member Santillan -Beas made comments about an inci- dent where a three year old was found walking in the streets of Lynwood and a good citizen rescued him; she requested that this good citizen be recognized at the next City Council meeting • Lynwood Linear Park Award — Construction Management Associ- ation of America Mohamed Athaia — Vice President of Onboard Engineering pre- sented the City Council with a trophy recognizing the City of Lyn - wood's efforts for the Ricardo Lara Linear Park project under the category Project of the Year under the 10 million dollar threshold; spoke about the many health benefits and opportunities for citi- zens now that the Park was fully completed • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)). Council Member Solache reported on having had a meeting re- garding the Relay for Life event scheduled for June 25 through 26 and encouraged people to participate; thanked staff for a good job during the recent storm event Mayor Hernandez thanked staff and volunteers who participated in the homeless task force and commented that it was a great event and had more volunteers than expected Item #7. CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY 2 Lynwood City Council Regular Meeting Minutes — May 3, 2016 MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Solache to recess to the City of Lynwood as the Successor Agency to the Lynwood Redevelopment Agency at 6:33 p.m. Motion carried by a 5 -0 vote. The City Council recessed to the Successor Agency portion of the meeting at 6:33 p.m. The City Council reconvened to the regular meeting at 6:36 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NONE NON - AGENDA PUBLIC ORAL COMMUNICATIONS Harry Gibbons addressed the Council requesting installation of a push button pedestrian push read flashing signal at Martin Luther King, Jr. between Firebaugh High School and Louise Avenue corner. La Raza Club from Lynwood High School presented a certificate of recognition to Mayor Hernandez for attending the Cinco de Mayo assembly and his inspirational speech. Antonio Munguia spoke about the issues regarding the safety, parking and traffic Commissions, which were merged a few years ago; stated that they were not getting support from the Sheriff's Department as they no longer attend these meetings; spoke on the issue of Parking on Magnolia and Alpine, which residents painted black. Bryan Aglas spoke about concerns relative to filing complaints with the Sheriffs Department and they showing up at his home thus letting neighbors know who had called, which has lead to harassment from the neighbors; spoke on the issue of parking and stated that he was not able to find the app on the city's website to report parking problems. Griselda Rosales addressed the City Council regarding parking and people blocking her driveway, which impeded her exit in the mornings when she needed to go to work. Maria Alvarado spoke about concerns with the apartments that were to be built across the street from La Plaza Mexico and the parking situation due to the new housing units. Roberto Castro spoke in opposition to the apartments that were to be built across the street from Plaza Mexico due to the potential negative impacts on the quality of life of nearby residents. 3 Lynwood City Council Regular Meeting Minutes — May 3, 2016 Deborah Warren briefed the City Council on an issue of a homeless person who was vandalizing church property and had occupied a park located at 11915 State Street, the Adolfo Medina memorial park. Salvador Magana spoke about a concern with his dog that was ceased by animal control due to neglect and that he disagreed with the manner of response by the responding officers. Bernardo Padilla spoke about an issue of parking in the area where his business was located; that he had complained twice before regarding parking in the area of Long Beach Boulevard; that the 20 minute parking limit was neither respected nor enforced. Ramon Salazar also spoke in opposition to the proposed housing project in front of Plaza Mexico. CITY COUNCIL ORAL AND WRITTEN COMMUNICATIONS Council Member Alatorre mentioned that the Los Flores Boulevard Project has been completed and everyone seemed pleased; spoke about parking enforcement around the school sites; that the dropping zones have to be painted and that there needed to be a Deputy Sheriff present at the Parking and Traffic and Public Safety Commission meetings. Council Member Solache commented on the issue of parking and suggested that a meeting should be arranged with the president of the District Advisory Council; stated that the parents were not following the rules; spoke about an educational campaign in partnership with the School District, Sheriffs Department, school security, City's parking enforcement Division to remind community that the City will be enforcing the rules relative to dropping off and parking around the school sites. Council Member Santillan -Seas commented on the issue of parking stating that it was a communitywide problem; that the City Council had been diligently working to resolve this issue; stated that when they build the new housing project, there would also be additional parking facilities to accommodate that level of density. Mayor Pro Tern Castro commented on the issue of the new shift of parking and code enforcement, which was due to start May 1, but because of union politics, this too had been delayed; stated that there was a lot of miscommunication surrounding the new housing project around Plaza Mexico and commented that the City had been studying a transit oriented destination, which included studying the traffic and environmental impact reports; and that the community will have an opportunity to provide feedback with respect to the project. Mayor Hernandez commented that while people came to express valid concerns; they were nevertheless misinformed on certain issues particularly on the issue of the housing 4 Lynwood City Council Regular Meeting Minutes— May 3, 2016 project around Plaza Mexico; stated that there was a level of push back employees when it came to parking issues, business licenses, and code enforcement and appealed to members of the community to hold employees accountable as well. City Manager Beltran indicated that item Nos. 10 and 11 were removed from the agenda this evening at the request of staff. CONSENT CALENDAR MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to approve the consent calendar with the exception of item (s) 9 and 13, which were pulled for further discussion. Motion carried by the following roll call vote: Council Member Alatorre requested that item Nos. 9 and 13 be pulled. ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #8. APPROVAL OF THE WARRANT REGISTER RESOLUTION NO. 2016.092 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #9. APPROVAL OF LYNWOOD'S HOUSING AND URBAN DEVELOPMENT (HUD) CONSOLIDATED ANNUAL ACTION PLAN AND USE OF COMMU- NITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVEST- MENT PARTNERSHIP GRANT (HOME) FUNDS FOR PROGRAM YEAR 2017 (PULLED) Council Member Alatorre had several questions, which were addressed by staff; request- ed a report via the Green Memo as to how the funds were spent. Mayor Pro Tern Castro recused herself at 7:44 p.m. due to potential conflict of interest and accordingly left the dais. MOTION: It was moved by Council Member Alatorre, seconded by Council Member Solache to approve staffs recommendation. Motion carried by the following roll call vote: 5 Lynwood City Council Regular Meeting Minutes — May 3, 2016 ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: CASTRO ABSENT: NONE 1. Approve the draft Consolidated Annual Action Plan and use of Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) Grant funds for Program Year 2017 Approved by Minute Order No. 2016 -63 2. RESOLUTION NO. 2016 -093 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA APPROVING THE CONSOLIDATED ANNUAL ACTION PLAN AND FUNDING ALLOCATIONS FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP (HOME) GRANT FOR PROGRAM YEAR 2017 3. Direct staff to submit the City's Consolidated Annual Action Plan and Community Development Grant and HOME Investment Partnership Grant applications to the Department of Housing and Urban Development before the May 15, 2016 deadline Approved by Minute Order No. 2016 -64 Mayor Pro Tern Castro returned to the dais following the vote at 7:45 p.m. Item #10. ACCEPTANCE OF AN OFFER OF DEDICATION FOR STREET PURPOS- ES AT 10917 LONG BEACH BOULEVARD Item removed from agenda at staffs request by Minute Order No. 2016 -65 Item #11. APPROVAL OF PARCEL MAP NO. 73532 Item removed from agenda at staffs request by Minute Order No. 2016 -66 Item #12. TREASURER'S QUARTERLY INVESTMENT REPORT Approved by Minute Order No. 2016 -67 Item #13. ADOPT RESOLUTION DIRECTING AND AUTHORIZING THE CITY MAN- AGER TO IMPLEMENT ALL COST - REDUCTION RECOMMENDATIONS 0 Lynwood City Council Regular Meeting Minutes — May 3, 2016 FROM PROCUREAMERICA, RESULTING FROM THEIR REVIEW OF UTILITY BILLINGS (PULLED) Council Member Alatorre had several questions with respect to why the City was doing this; that the City had hired a group of auditors to analyze savings in different areas; stat- ed that he hoped this would generate more tangible results to improve the City's finances. MOTION: It was moved by Council Member Alatorre, seconded by Council Member Santillan -Beas to accept staffs recommendation. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.094 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA DIRECTING AND CONFERRING AUTHORIZATION TO THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE ADDENDUM TO THE AGREEMENT, OR TAKE ANY AC- TIONS NECESSARY TO IMPLEMENT THE COST REDUCTION RECOMMENDATIONS SUBMITTED OR TO BE SUBMITTED BY PROCUREAMERICA Item #14. DESIGN AND CONSTRUCTION FUND APPROPRIATION FOR STATE STREET, STREET IMPROVEMENT PROJECT RESOLUTION NO. 2016.095 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO APPROPRIATE $400,000 FROM THE UNAPPROPRIATED PROP C FUND TO STATE STREET, STREET IMPROVEMENT PROJECT NEW /OLD BUSINESS Item #15. 2016 INDEPENDENCE DAY CELEBRATION MOTION: It was moved by Mayor Pro Tem Castro, seconded by Council Member Santillan -Beas to approve option No. 2. Motion carried by the following roll call vote: Lynwood City Council Regular Meeting Minutes— May 3, 2016 Mark Flores, Director of Parks and Recreation presented the staff report. Following a lengthy discussion relative to the funding source to pay for the 2016 Inde- pendence Day celebration by general consensus, the City Council approved Option No. 2 as recommended by staff. ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, AND CASTRO NOES: MAYOR HERNANDEZ ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.096 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING FUNDING OF THE 2016 4T" OF JULY CELEBRATION IN THE AMOUNT NOT TO EXCEED FIFTY THOUSAND AND NINETY NINE DOLLARS ($50,099) FROM ACCOUNT #1052.60.701.64020 (REFUSE /SPECIAL EVENTS ACCOUNT) AND AUTHORIZING THE OPENING OF A PURCHASE ORDER IN THE AMOUNT NOT TO EXCEED $14,500 FOR FIREWORKS DISPLAY SERVICES BY EXPOSHOWS, INC. CLOSED SESSION Item #16. CLOSED SESSION ITEMS City Attorney Garcia provided the closed session report and led the City Council into closed session. MOTION: It was moved by Council Member Santillan -Beas, seconded by Council Mem- ber Solache to recess to closed session at 8:07 p.m. Motion carried by a 5 -0 vote. The City Council reconvened at 8:53 p.m. A. 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: Rodriguez v. City of Lynwood, LASC Case No. BC514907 M Lynwood City Council Regular Meeting Minutes— May 3, 2016 MOTION: It was moved by Mayor Pro Tem Castro, seconded by Council Member Santillan -Beas to provide direction to staff on closing the matter. Motion carried by a 5 -0 vote. 'B. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54957.6: CONFERENCE WITH LABOR NEGOTIATORS Agency Designated Representatives: Haydee M. Sainz, Director of Human Resources and Risk Management Employee Organization: LEA/AFSCME Local 1920 LEMG (Lynwood Employees Management Group) There was no reportable action. ADJOURNMENT Having no further discussion, it was moved by Mayor Pro Tern Castro to adjourn the meeting, seconded by Council Member Solache and carried to adjourn the regular Lynwood City Council meeting at 8:53 p.m. Edwin Hernandez, Mayor e: Maria Quinonez, City Clerk LYNWOOD CITY COUNCIL REGULAR MEETING MAY 17, 2016 Item #1. CALL TO ORDER The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road, Lynwood, CA on the above date at 6:00 p.m. Mayor Hernandez presiding. Item #2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK City Clerk Quir onez announced the agenda had been duly posted in accordance with the Brown Act. Item #3. ROLL CALL OF COUNCIL MEMBERS PRESENT: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ STAFF PRESENT: City Manager Beltran, City Attorney Garcia, City Clerk Quinonez, Executive Assistant to City Clerk Betancur and City Treasurer Camacho. Mayor Hernandez acknowledged the presence of City Treasurer Gabriela Camacho. Item #4. PLEDGE OF ALLEGIANCE The posting of the Colors and the Pledge of Allegiance were carried out by the team of Explorers. Item #5. INVOCATION The invocation was offered by Rev. Robert Robinson, Jr. Item #6. PRESENTATIONS /PROCLAMATIONS • Rick Phillips, FTN Financial Main Street Advisors LLC Rick Phillips, President and Chief Investment Officer of FTN Fi- nancial Main Street briefed the Council on the City's Financial In- vestments and answered questions from the City Council. • Sheriff Captain Carter— Update on Law Enforcement Issues 1 Lynwood City Council Regular Meeting Minutes — May 17, 2016 Sergeant Shigo spoke about the zero tolerance speed campaign with the Sheriff's Office passing out flyers to businesses and members of the community; stated that so far since the campaign started in the past month 150 speeding tickets had been issued; spoke about the success of the Ciclavia event; reminded the council about the Station open house. Deputy Aiken reported on the cyber bullying and anti - bullying ef- forts by the sheriff's office within local schools. City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)). Council Member Alatorre reported on having attended the Con- tract Cities Annual Conference in Indian Wells stating that it was a good and informative event and reported on the ballot measures on the November ballot such as AB109 and Prop 47 and the Measure R second phase, which would have an impact on the community. Council Member Solache spoke about the LA River meeting in South Gate; spoke about the legislative bills Council Member Alatorre mentioned and the potential impacts on Lynwood. Item #7. CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY MOTION: It was moved by Council Member Solache, seconded by Council Member Santillan -Beas to recess to the City of Lynwood as the Successor Agency to the Lynwood Redevelopment Agency at 6:31 p.m. Motion carried by a 5 -0 vote. The City Council recessed to the Successor Agency portion of the meeting at 6:31 p.m. The City Council reconvened to the regular meeting at 6:33 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Mayor Hernandez announced that Mr. German Casias representative from Congresswoman Hahn's office was in the audience. Mr. Casias announced that he was the new representative for the congresswoman and that he would be representing Lynwood and made an announcement about the Congressional Art Competition. 2 Lynwood City Council Regular Meeting Minutes— May 17, 2016 Harry Gibbons addressed the City Council regarding items Nos. 17 and 27; he stated that he was in support of SB272; in relation to item 27, he thanked the City Council for the good job on the sidewalk repair at 3244 Euclid Avenue. NON - AGENDA PUBLIC ORAL COMMUNICATIONS Irene Garcia stated that she had been requesting trolley benches and overhead protection for the residents; and spoke about the City Council continuing to get paid even when there were fewer meetings per month. ' CITY COUNCIL ORAL AND WRITTEN COMMUNICATIONS Council Members by mutual consent entertained Council Orals at the end of the meeting. PUBLIC HEARING Item #8. EXXONMOBIL OIL CORPORATION ORDINANCE NO. 1600 City Manager Beltran and Mike Poland presented the staff report and answered questions from the City Council. MOTION: It was moved by Council Member Santillan -Beas, seconded by Council Member Solache to open the public hearing. Motion carried unanimously. Irene Garcia inquired about the type of safety measures to prevent underground leakage. MOTION: It was moved by Council Member Solache, seconded by Council Member Santillan -Beas to close the public hearing. Motion carried unanimously. MAIN MOTION: It was moved by Council Member Santillan -Beas, seconded by Mayor Pro Tem Castro to accept staffs recommendation. Council Member Alatorre inquired about the length of time of the agreement; inspection of the manholes, how much money the City was getting; and the boundaries of what was being proposed in terms of the location of the pipes. After a lengthy discussion, there was a subsidiary motion by Mayor Pro Tem Castro. SUBSIDIARY MOTION: It was moved by Council Member Alatorre, seconded by Mayor Pro Tem Castro to continue the public hearing to the next Council meeting. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ 3 Lynwood City Council Regular Meeting Minutes — May 17, 2016 NOES: NONE ABSTAIN: NONE ABSENT: NONE Item tabled by Minute Order No. 2016 -68 Item #9. PROPOSED URGENCY ORDINANCE THEREBY ADOPTING AN IMMEDIATE MORATORIUM ON THE ACCEPTANCE OF APPLICATION FOR THE IN- STALLATION, ERECTION, CONSTRUCTION, REPLACEMENT, MODIFICA- TION, OR IMPROVEMENT OF STATIC OR CHANGING ELECTRONIC, DIGI- TAL; OR CHANGEABLE MESSAGE BILLBOARDS IN ALL ZONING DIS- TRICTS MOTION: It was moved by Council Member Solache, seconded by Mayor Pro Tern Castro to open the public hearing. Motion carried unanimously. Irene Garcia commented that the City was oversaturated with these billboards and that there were far too many; stated that these billboards that had flashing lights were distracting to motorists. MOTION: It was moved by Council Member Santillan -Bess, seconded by Mayor Pro Tern Castro to close the public hearing. Motion carried unanimously. A substantial discussion on the subject ensued with members of the City Council commenting on the various legal aspects of the ordinance regarding advertisements that relate to alcohol, tobacco and explicit sexual content; comments were made that the language had to me more specific while not infringing upon anyone's first amendment rights; that these billboard were on Caltrans land but that they still impacted the City of Lynwood. City Manager Beltran stated that the whole purpose of the moratorium was to allow for closer scrutiny of these billboards. MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Santillan -Beas to approve staff's recommendation. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN-BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE 9 Lynwood City Council Regular Meeting Minutes— May 17, 2016 CONSENT CALENDAR MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Solache to approve the consent calendar with the exception of items 14, 15, and 16, which were pulled for a separate discussion. Motion carried by the following roll call vote: Council Member Alatorre requested that item Nos. 14 and 16 be pulled. Council Member Santillan -Beas requested that item No. 15 be pulled. Item #10. MINUTES FROM PREVIOUS MEETINGS: ' Regular meeting — March 5, 2016 Regular meeting —April 5, 2016 Approved by Minute Order No. 2016 -69 Item #11. APPROVAL OF THE WARRANT REGISTER ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.097 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OFLYNWOOD, CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #12. CONTRACT RENEWAL FOR FTN FINANCIAL MAIN STREET CAPITAL ADVISORS RESOLUTION NO. 2016.098 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OFLYNWOOD, CALIFORNIA EXECUTING THE DISCRETIONARY MANAGEMENT AGREEMENT WITH FTN FINANCIAL MAIN STREE ADVISORS Item #13. SUMMER FOOD SERVICE AGREEMENT RESOLUTION NO. 2016.099 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT BETWEEN THE CITY 5 Lynwood City Council Regular Meeting Minutes —May 17, 2016 OF LYNWOOD AND THE LYNWOOD UNIFIED SCHOOL DISTRICT TO PROVIDE MEALS FOR THE SUMMER FOOD SERVICE PROGRAM Item #14. ADOPT A RESOLUTION AUTHORIZING THE SPECIAL PROJECTS MAN- AGER TO SUBMIT AN APPLICATION TO THE CALIFORNIA DEPARTMENT OF RESOURCES RECYCLING AND RECOVERY (CALRECYCLE) FOR THE BEVERAGE CONTAINER RECYCLING PAYMENT PROGRAM (PULLED) Council Member Alatorre asked for a brief explanation on this item. Public Works Director /City Engineer Godinez stated that this was a program that was funded through the CRV, which was designed to fund programs that encourage recycling and litter prevention; that the funding that comes to the cities was population based. MOTION: It was moved by Council Member Alatorre, seconded by Council Member Solache to accept staffs recommendation. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: NONE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.100 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE SPECIALPROJECTS MANAGER, OR HER DESIGNEE, TO EXE- CUTE ALL NECESSARY DOCUMENTS FOR THE CALIFORNIA BEVERAGE CON- TAINER RECYCLING CITY /COUNTY PAYMENT PROGRAM Item #15. INTENT TO LEVY PARKING AND BUSINESS IMPROVEMENT DISTRICT (PBID) ANNUAL ASSESSMENT AND APPROVE THE PBID ANNUAL SPENDING PLAN FOR FISCAL YEAR 2016 -2017 (PULLED) Council Member Santillan -Beas asked if the Lynwood sign on Imperial between Atlantic and Wright Road was on the list to be replaced with staff answering in the affirmative; commented that the parking lot on Long Beach Boulevard east of Long Beach Boulevard behind TAJ needed to be paved and asked of staff if this could be included in the 2017 budget. RESOLUTION NO. 2016.101 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA APPROVING THE REPORT OF THE PARKING AND BUSINESS IMPROVEMENT DIS- TRICT (PBID) ADVISORY BOARD SETTING THE ASSESSMENT AGAINST BUSINESS 0 Lynwood City Council Regular Meeting Minutes— May 17, 2016 ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2016 -2017; APPROVING THE PBID FISCAL YEAR 2016 -2017 SPEND- ING PLAN AND FIXING THE TIME AND PLACE FOR THE PUBLIC HEARING FOR THE LEVY OF THE ASSESSMENT Item #16. AMENDMENT TO THE AGREEMENT WITH MV CHENG & ASSOCIATES Council Member Alatorre wanted to get more specific information relative the scope of work of this contractor. Finance Director Hall stated that this was a request to amend an existing contract with MV Cheng; that originally the contract was for water billing and that there had been a re- cent retirement of an Account Clerk; that the scope of work was that of the vacant posi- tion; that the payroll specialist was out on leave and therefore the second duty would be payroll specific duties assigned to several individuals not one person doing all these func- tions. There were additional comments and questions from the City Council, which were ad- dressed by staff. Mayor Pro Tern Castro requested that staff develop a policy regarding hiring practices stating that any open vacancy recruitments must be commenced within two weeks of Council's approval. MOTION: It was moved by Mayor Pro Tern Castro, seconded by Council Member Solache to accept staffs recommendation. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: ALATORRE ABSTAIN: NONE ABSENT: NONE RESOLUTION NO. 2016.102 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA APPROVING THE AMENDMENT OF THE EXISTING AGREEMENT WITH MV CHENG & ASSOCIATES AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT Item #17. SENATE BILL MUMBER 272 CHAPTER 795 — CATALOG OF ENTER- PRISE SYSTEMS Received and file by Minute Order No. 2016 -70 7 Lynwood City Council Regular Meeting Minutes— May 17, 2016 Item #18. AUTHORIZATION TO INCUR EXPENDITURES EXCEEDING CITY MAN- AGER'S PURCHASING AUTHORITY LIMIT FOR ANNUAL MAINTE- NANCE AGREEMENT FOR CITY'S FINANCIAL MANAGEMENT SYSTEM RESOLUTION NO. 2016.103 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING STAFF TO INCUR EXPENDITURES EXCEEDING THE CITY MANAG- ER'S $15,000 PURCHASING AUTHORITY LIMIT FOR AN ANNUAL MAINTENANCE AGREEMENT FOR THE CITY'S FINANCIAL MANAGEMENT SYSTEM THROGH TYLER TECHNOLOGIES — EDEN DIVISION FOR FISCAL YEAR 2017 AND FISCAL 2018 Item #19. ADOPTION OF PLANS, CONTRACT DOCUMENTS AND WORKING DE- TAILS FOR THE LONG BEACH BOULEVARD IMPROVEMENT PROJECT, PROJECT NO. 4011.67.993 RESOLUTION NO. 2016.104 ENTITLED: A RESOLUTIONOF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA ADOPTING THE PLANS, CONTRACTS DOCUMENTS AND WORKING DETAILS FOR THE LONG BEACH BOULEVARD IMPROVEMENT PROJECT, PROJECT NO. 4011.67.993, FEDERAL PROJECT NO. HPLUL 5250 (023); AND AUTHORIZING THE DEPARTMENT OF PUBLIC WORKS ENGINEERING STAFF TO SOLICIT BIDS FOR STREET IMPROVEMENTS Item #20. CONSTRUCTION FUND APPROPRIATION FOR CARLIN AVENUE AND THORSON AVENUE INTERSECTION, FLASHING BEACON STOP SIGNS UPGRADE RESOLUTION NO. 2016.105 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE CITY MANAGER TO APPROPRIATE $20,000 FROM THE UNAP- PROPRIATED PROC C FUND TO CARLIN AVENUE AND THORSON AVENUE FLASH- ING BEACON STOP SIGN UPGRADE Item #21. CONSTRUCTION AND FUND APPROPRIATION FOR FERNWOOD AVE- NUE AND BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT RESOLUTION NO. 2016.106 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE CITY MANAGER TO APPROPRIATE $187,400 FROM THE UN- APPROPRIATED PROC C FUND TO FERNWOOD AND BULLIS ROAD TRAFFIC SIG- NAL IMPROVEMENT PROJECT Item #22. FUND APPROPRIATION FOR MTA BUS SHELTER SIDEWALK IM- PROVEMENT PROJECT E:3 Lynwood City Council Regular Meeting Minutes — May 17, 2016 RESOLUTION NO. 2016.107 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE CITY MANAGER TO APPROPRIATE $60,000 FROM THE UNAP- PROPRIATED PROC C FUND TO MTA BUS SHELTER SIDEWALK IMPROVEMENT PROJECT Item #23. AUTHORIZATION TO PURCHASE EQUIPMENT FOR STREET MAINTE- NANCE DIVISION OF THE PUBLIC WORKS DEPARTMENT RESOLUTION NO. 2016.108 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING STAFF TO PURCHASE EQUIPMENT FOR STREET MAINTENANCE DIVISION OF THE PUBLIC WORKS DEPARTMENT FOR APPROXIMATELY $57,566 Item #24. CLAIM FOR DAMAGES BY MARIA GUADALUPE Denied by Minute Order No. 2016.71 Item #25. CLAIM FOR DAMAGES BY INFINITY A/S /0 ROSALIA HERNANDEZ Denied by Minute Order No. 2016.72 Item #26. CLAIM FOR DAMAGES BY LUCIA AND LUIS CORTES Approved by Minute Order No. 2016.73 Item #27. CLAIM FOR DAMAGES BY DORA PACHECO Denied by Minute Order No. 2016.7.4 CONSENT CALENDAR Item #28. SECURITY CONTRACT EXTENSION Motion: It was moved by Council Member Santillan -Beas, seconded by Council Member Solache to approve staff's recommendation. Subsidiary Motion: It was moved by Mayor Pro Tern Castro to table the item, continue services as they were pending research and further consideration with the understanding that the extension of time was left up to staff's discretion, seconded by Mayor Hernandez. Motion carried by the following roll call vote: ROLL CALL AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ 9 NOES: NONE ABSTAIN: NONE ABSENT: NONE Lynwood City Council Regular Meeting Minutes— May 17, 2016 Extension approved for 60 days and Resolution tabled by Minute Order No. 2016.75 Item #29. REQUEST FOR APPROVAL TO EXECUTE AN AGREEMENT WITH THE CITY OF LOS ANGELES DEPARTMENT OF ANIMAL SERVICES TO PROVIDE ANIMAL CONTROL SERVICES TO THE CITY OF LYNWOOD City Manager Beltran stated that feedback was still pending from the Office of the City At- torney of the City of Los Angeles to finalize the item and therefore, staff was requesting this item to be tabled to the next meeting. Item tabled by Minute Order No. 2016.76 CITY COUNCIL ORAL AND WRITTEN COMMUNICATIONS Council Member Alatorre spoke in relation to the tough times with the budget; that there would be more budgetary adjustments as it related to contracts and that he was on board to make such adjustments; that he understood that every department needed to watch their budget and made sure that the people that they hire were effective because their jobs may not be there in the future. He further commented on the security contract that was pulled from the agenda that he wanted to ensure the City received more specific in- formation regarding the services and scope of work. Council Member Santillan -Beas thanked the Public Works Director /City Engineer for his efforts with Graffiti removal at Linear Park; suggested that doggie bags be placed at the park; spoke about the homeless person who had taken residence at the park and asked if there was anything the City could do to help him transition away from the park; and thanked parking enforcement for their efforts in ticketing those who were double parked. Council Member Solache spoke about several concerns he was made aware of, one of them having to do with flyers that were being posted on polls around different schools ad- vertising for summer jobs; stated that these were not legal in relation to the City allowing them; stated that he was concerned about the source of these advertisements; requested that staff removed them and that the schools could assist in this effort; spoke about the budget meeting and that he was calling to all staff to get together and think about the cuts that were being proposed. CLOSED SESSION City Attorney Garcia provided the closed session report and led the City Council into closed session. 10 Lynwood City Council Regular Meeting Minutes — May 17, 2016 MOTION: It was moved by Council Member Solache, seconded by Council Member Santillan -Beas to recess to closed session at 8:08 p.m. Motion carried by a 4 -0 vote. The City Council reconvened at 8:58 p.m. A. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54957.6: CONFERENCE WITH LABOR NEGOTIATORS Agency Designated Representatives: Haydee M. Sainz, Director of Human Resources and Risk Management Employee Organization: LEA/AFSCME Local 1920 LEMG (Lynwood Employees Management Group) There was no reportable action 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 — (Subdivision (a) of Government Code Section 54956.9 1. Name of Case: Solorzano v. City of Lynwood, et al., Case No. CV 15- 6099 RGK MOTION: It was moved by Mayor Hernandez, seconded by Council Member Santillan -Beas to provide direction to defense counsel for the City of Lynwood for a physician in the case. Motion carried by a 5 -0 vote. 2. Name of Case: Foreman vs. City of Lynwood, et. al., Case No. BC584711 There was no reportable action. 11 Lynwood City Council Regular Meeting Minutes — May 17, 2016 ADJOURNMENT Having no further discussion, it was moved by Mayor Pro Tem Castro to adjourn the meeting, seconded by Council Member Santillan -Beas and carried to adjourn the regular Lynwood City Council meeting at 8:58 p.m. Edwin Hernandez, Mayor 12 Maria Quinonez, City Clerk 0 DATE: TO: APPROVED BY: AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager15— PREPARED BY: Amanda Hall, Director of Financeatv Lilly Hampton, Accounting Technician A SUBJECT: Approval of the Warrant Register Recommendation: Staff respectfully recommends that the Lynwood City Council approve the warrant register dated June 7, 2016. ------------- - - - - -- Attached Warrant Register dated June 7, 201 ITEM 13 apCkHist Voids -Check Listing Page: 1 05/25/2016 12:47PM City of Lynwood Bankcode: apbank Void Check # Date Vendor 183987-183994 184093 SPOILED 182156 11/24/2015 006207 KNIGHTS OF COLUMBUS 182164 11124/2015 001899 LYNWOOD VAN & TRUCK 183530 04/19/2016 000372 LOS ANGELES COUNTY 183832 05/02/2016 000164 THE GAS CO. 183853 05/17/2016 003312 AMERICAN RENTALS 5 checks in this report Status ClearNoid Date Reason - Void /Re -issue Ck# Inv. Date Amount Paid 257.32 34.04 483,481.83 1,976.12 1,546.00 349.28 172.57 apbank Total: Check Total 0.00 257.32 34.04 483,481.83 1,976.12 2,067.85 487,817.16 Total Checks: 487,817.16 Page: 1 SPOILED 05/18/2016 STALE DATED 184093 10/13/2015 05/18/2016 STALE DATED 184104 10/13/2015 05/24/2016 LOST IN THE MAIL 184069 03/30/2016 05/0912016 WRONG AMOUNT 183995 04/21/2016 0511812016 WRONG AMOUNT 184032 0312412016 05/18/2016 380521 04/19/2016 05/18/2016 380392 04/15/2016 Amount Paid 257.32 34.04 483,481.83 1,976.12 1,546.00 349.28 172.57 apbank Total: Check Total 0.00 257.32 34.04 483,481.83 1,976.12 2,067.85 487,817.16 Total Checks: 487,817.16 Page: 1 vchlist 05/11/2016 3:21:41 PM Prepaids -Check List City of Lynwood Page: 2 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 183985 5111/2016 003547 KANE, BALLMER 8, BERKMAN 22330 LEGAL SVCS - 3/2016 01- 001091 1011.25.205.62001 38,762.64 22331 LEGAL SVCS4/2016 01- 001110 1011.25.205.62001 962.50 Total : 39,725.14 183986 5/11/2016 008846 YANEZ, JACQUELINE 122 BARTENDERSVCS- 9/26/2015 08- 002862 1011.60.740.62064 200.00 4042 BARTENDER SVCS - 10/2/2015 08- 002862 1011.60.740.62064 200.00 Total: 400.00 2 Vouchers for bank code : apbank Bank total : 40,125.14 2 Vouchers in this report Total vouchers : 40,125.14 Page: 2 vchlist Prepaids -Check List Page: 3 05/12/2016 12:28:38PM City of Lynwood Bank code : apbank Voucher Date Vendor 183995 5/11/2016 000164 THE GAS CO. Invoice 000164042116 -A 184004 5/12/2016 001357 EMPLOYMENT DEVELOPMENT DEPT. L0168014528 2 Vouchers for bank code: apbank 2 Vouchers in this report PO # Description /Account Amount GAS SERVICES - 3/21/2016 - 4/19/2016 02- 001818 1011.60.710.65005 127.53 02- 001818 1011.60.720.65005 19.95 02- 001818 1011.60.740.65005 154.92 02- 001818 1011.60.745.65005 1,661.97 Total : 1,964.37 UNEMPLOYMENT INSURANCE - 1/2016- 3/2016 7151.35.360.67410 11,163.00 Total : 11,163.00 Bank total: 13,127.37 Total vouchers : 13,127.37 Page: 3 vchlist Prepaids -Check List Page: 4 0511112016 4:38:28PM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 183996 5/11/2016 004986 BIOMETRICS4ALL, INC MAINTCOLYN0002 MAINTENANCE SVCS- 4/2016 05- 001377 1011.35.330.63025 657.96 Total: 657.96 183997 5/11/2016 009769 CAL -CITY CONSTRUCTION, INC 3 CONSTRUCITON SVCS -HAM PARK COMM CTRA0 /2015 06- 006199 4011.67.007.62015 436,094.00 06- 006199 4011.20601 - 21,804.70 Total: 414,289.30 183998 5/11/2016 001330 CANON FINANCIAL SERVICES, INC. 15534665 COPIER LEASE PMT - 12/2015 11- 000735 1011.75.815.63030 231.58 15534665A COPIER LEASE PMT- 12/2015 11- 000750 1011.75.815.63030 0.02 15780886 COPIER LEASE /ACCOUNTING SOFTWARE- 2/2016 12- 000101 1011.65.290.65020 63.08 12- 000101 6051.65.290.65020 63.08 15979059 COPIER LEASE/ACCOUNTING SOFTWARE - 3/2016 12- 000101 1011.65.290.65020 51.98 12- 000101 6051.65.290.65020 51.98 Total: 461.72 183999 5/11/2016 000153 L.A. DEPT.OF PUBLIC HEALTH IN0192765 BACKFLOW DEVICE PERMIT - 3/2016 06- 006338 6051.45.450.64399 31.00 Total : 31.00 184000 5/1112016 009888 SARRIS INTERIORS 17074 OPERATING MATERIALS - 4/2016 08- 003091 1011.60.740.63025 7,271.78 Total: 7,271.78 184001 5/11/2016 008890 TAFOYA AND GARCIA, LLP 2015.0509 LEGAL SVCS- 5/2015 02- 001847 1011.30.265.62008 402.50 2016.0210 LEGAL SVCS- 212016 05- 001380 1011.35.335.62015 12,508.12 Total : 12,910.62 184002 5/11/2016 000041 VERIZON WIRELESS -LA 9764167454 WIRELESS CELL PHONE SVCS - 5/2016 Page: 4 vchlist 05/11/2016 4:38:28PM Prepaids -Check List City of Lynwood Page: 5 Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184002 5/11/2016 000041 VERIZON WIRELESS -LA (Continued) 12- 000067 6051.65.290.64501 69.86 Total : 69.86 184003 5/11/2016 000329 VISION SERVICE PLAN 000329042116 VISION SERVICE PREMIUM - ACTIVE - 5/2016 . 1011.20140 2,482.16 000329042116A VISION SERVICE PREMIUM - RETIREES 5/2016 7151.35.355.64012 1,083.76 Total : 3,565.92 8 Vouchers for bank code : apbank Bank total : 439,258.16 8 Vouchers in this report Total vouchers : 439,258.16 0 Page: 5 vchlist Prepaids -Check List Page: 6 0511812016 10:60:63AM City of Lynwood Bank code: apbank Voucher Date Vendor 184005 5/1212016 000427 PETTY CASH - C.M.O. 184006 5112/2016 001302 U.S. BANK 2 Vouchers for bank code : apbank 2 Vouchers in this report Invoice PO # Description /Account Amount 000427050316 REPLENISHMENT -4 /5/2016 - 5/3/2016 1011.25.205.67950 409.55 Total : 409.55 001302041116 BANK CARD CHRGS - 3/2016 - 4/2016 1011.65.290.64399 262.49 6051.65.290.64399 262.49 1011.20.110.64015 421.40 1011.10.101.64399 3.33 1011.35.330.62015 116.00 Total : 1,065.71 Bank total : 1,475.26 Total vouchers : 1,475.26 Page: 6 vchlist 05/17/2016 9:02:51AM Prepaids -Check List City of Lynwood Page: 7 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184007 5/16/2016 000163 SOUTHERN CALIFORNIA EDISON 000163050316 LIGHT & POWER SERVICES - 04/2016 02- 001826 6051.45.450.65001 11,918.28 000163050316 -A LIGHT & POWER SERVICES -4 12016 02- 001826 6051.45.450.65001 1,658.28 02- 001826 2701.45.610.65001 262.86 02- 001826 2051.45.430.65001 35.28 02- 001826 2651.45.425.65001 118.20 000163050316 -B LIGHT & POWER SERVICES - 4/2016 02- 001826 2051.45.430.65001 56.96 000163050516 LIGHT & POWER SERVICES - 3/18/2016 - 4/19/2016 2651.45.425.65001 146.32 000163050716 LIGHT & POWER SERVICES -4 /1/2016 - 511/2016 2651.45.425.65001 382.77 000163050716 -A LIGHT & POWER SERVICES -4 11/2016- 5/1/2016 02- 001826 2051.45.430.65001 95.90 02- 001826 2651.45.425.65001 31,937.38 000163050716 -8 LIGHT & POWER SERVICES - 4/2016 02- 001826 6051.45.450.65001 650.82 000163050716 -C LIGHT & POWER SERVICES - 4/2016 02- 001826 6051.45.450.65001 3,939.22 Total : 51,202.27 184008 5/17/2016 005344 AT &T MOBILITY X05082016 CELL PHONE SERVICES -4 /2016 11- 000656 1011.65.290.64501 1,449.62 11- 000656 6051.65.290.64501 1,449.62 Total : 2,899.24 184009 5117/2016 005344 AT &T MOBILITY X05082016 -A CELL PHONE UPGRADES- 4/2016 06- 006295 2701.45.610.65020 159.98 06- 006295 6051.45.450.65020 159.98 06- 006295 2051.45.410.65020 79.99 Total: 399.95 3 Vouchers for bank code : apbank Bank total : 54,501.46 3 Vouchers in this report Total vouchers : 54,501.46 Page: 7 vchlist 05/19/2016 7:56:34AM Prepaids -Check List City of Lynwood Page: 8 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184010 5/19/2016 000163 SOUTHERN CALIFORNIA EDISON 000163051016 LIGHT & POWER SERVICES - 4/2016 02- 001826 2051.45.430.65001 137.14 02- 001826 2651.45.425.65001 265.57 000163051116 LIGHT & POWER SERVICES - 4/2016 02- 001826 6051.45.450.65001 68.16 000163051316 LIGHT & POWER SERVICES -4 /2016 02- 001826 2651.45.425.65001 6,072.19 000163051316 -A LIGHT & POWER SERVICES - 4/13/2016 - 5/12/2016 02- 001826 2701.45.610.65001 282.34 02- 001826 2051.45.430.65001 354.63 02- 001826 2651.45.425.65001 66.09 000163051416 LIGHT & POWER SERVICES - 4/14/2016 - 5/13/2016 02- 001826 2051.45.430.65001 161.48 000163051416 -A LIGHT & POWER SERVICES - 4/14/2016 - 511312016 02- 001826 2051.45.430.65001 191.49 ' Total: 7,599.09 184011 5/19/2016 000141 AT &T 3378414401050716 TELEPHONE SERVICE - 512016 1011.65.290.64501 33.29 3378414402050716 TELEPHONE SERVICE - 5/2016 1011.65.290.64501 33.29 Total: 66.58 2 Vouchers for bank code : apbank Bank total : 7,665.67 2 Vouchers in this report Total vouchers : 7,665.67 Page: 8 vchlist Prepaids -Check List Page: 9 05119/2016 12:36:01PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184012 5/19/2016 000955 CENTRAL BASIN MUNICIPAL WATER LYN -APR16 IMPORTED DRINKING WATER FOR RESIDENTS -4 /2016 06- 006197 6051.45.450.67415 88,162.81 Total : 88,162.81 184013 5/19/2016 001987 DISTRICT OF SOUTHERN CALIF., WATER 001987033116 GROUND WATER PRODUCTION - 3/2016 06- 005887 6051.45.450.67415 193,416.35 Total: 193,416.35 184014 5/19/2016 002829 ELECNOR BELCO ELECTRIC, INC. 1 TRAFFIC SIGNAL UPGRADE -FERN & BULLIS- 3/2016 06- 006319 4011.67.988.62015 69,905.00 06- 006319 4011.20601 - 3,495.25 . Total : 66,409.75 184015 5/19/2016 008379 EXPOSHOWS, INC. LYN006 DEPOSIT - 20164TH OF JULY FIREWORK SHOW 08- 003107 1052.60.701.64020 7,250.00 Total: 7,250.00 4 Vouchers for bank code : apbank Bank total : 355,238.91 4 Vouchers in this report Total vouchers : 355,238.91 Page: 9 vchlist 05/2612016 9:69:29AM Prepaids -Check List City of Lynwood Page: 10 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184016 5/26/2016 007206 CHEVRON 47446360 GASOLINE FOR CITY FLEET - 5/2016 06- 005920 7011.45.420.65010 8,470.06 Total: 8,470.06 184017 5/26/2016 000486 LIBERTY UTILITIES 020487050916 WATER FOR IRRIGATION - 3/2016 - 5/2016 06- 005896 2701.45.610.63001 253.16 021099051216 WATER FOR IRRIGATION - 312016 - 5/2016 06- 005896 2701.45.610.63001 253.47 021133051216 WATER FOR IRRIGATION- 3/2016 - 5/2016 06- 005896 2701.45.610.63001 253.47 021233051216 WATER FOR IRRIGATION- 3/2016 - 5/2016 06- 005896 2701.45.610.63001 394.12 Total: 1,154.22 184018 5/26/2016 000612 THE MAGIC ROSE 0180 FLORAL SVCS - 5/2016 01- 001132 1011.10.101.64399 85.00 Total : 85.00 3 Vouchers for bank code : apbank Bank total : 9,709.28 Page: 10 vchlist 05/26/2016 11:16:38AM Bank code : apbank Voucher Date Vendor 184019 5/26/2016 005837 OCHOA, MONICA 1 Vouchers for bank code : apbank 1 Vouchers in this report Prepaids -Check List Page: 11 City of Lynwood Invoice PO # Description /Account Amount 005837033116 REIMB- PAYROLL DIR DEP 1011.30.270.60001 50.00 Total : 50.00 Bank total : 50.00 Total vouchers : 50.00 Page: 11 vchlist Prepaids -Check List Page: 12 05/31/2016 7:52:27AM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184020 5/31/2016 001552 CARRILLO, ROSALIA 001552050416 ITEMS FOR SR. MOTHERS DAY RPOGRAM - 5/2016 08- 003115 1011.60.720.65020 152.22 Total : 152.22 184021 5/31/2016 004168 CINTAS FIRE PROTECTION OF19085265 ALARM INSPECTION MAINT- 2/2016 08- 003111 1011.60.720.64399 340.00 Total : 340.00 184022 5/31/2016 002799 ECS IMAGING INC 11366 LASER FICHE ADMIN LICENSING RENEWAL - 612016 01- 001129 1011.10.101.62062 900.00 01- 001129 1011.15.105.62062 900.00 01- 001129 1011.20.110.62062 900.00 01- 001129 1011.25.205.62062 900.00 01- 001129 1011.30.270.62062 450.00 01- 001129 1052.30.315.62062 200.00 01- 001129 6051.30.315.62062 150.00 01- 001129 6401.30.315.62062 150.00 01- 001129 1011.35.330.62062 900.00 01- 001129 1011.45.401.62062 450.00 01- 001129 6051.45.450.62062 500.00 01- 001129 1011.50.501.62062 900.00 01- 001129 1011.55.601.62062 900.00 01- 001129 1011.60.701.62062 900.00 01- 001129 1011.65.290.62062 454.00 - 01- 001129 6051.65.290.62062 500.00 01- 001129 1011.75.815.62062 900.00 . Total: 10,954.00 184023 5/31/2016 000779 SANTILLAN -BEAS, MARIA 000779051316 REIMS- TRAVEL EXPENSE - 5/2016 1011.10.101.64015 208.67 Total: 208.67 4 Vouchers for bank code : apbank Bank total : 11,654.89 4 Vouchers in this report Total vouchers : 11,654.89 Page: 12 vchlist 0513112016 1:05:29PM Prepaids -Check List City of Lynwood Page: 13 Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184158 5/31/2016 000163 SOUTHERN CALIFORNIA EDISON 000163051216 LIGHT & POWER SERVICES - 04/12/2016 - 5/11/2016 02- 001826 2051.45.430.65001 67.87 02- 001826 2651.45.425.65001 7,230.74 000163051216 -A LIGHT & POWER SERVICES -4 /12/2016 - 5/11/2016 02- 001826 2051.45.430.65001 116.93 02- 001826 2651.45.425.65001 144.10 000163051916 LIGHT & POWER SERVICES -4 /19/2016 - 5/18/2016 02- 001827 1011.60.710.65001 2,232.15 02- 001827 1011.60.720.65001 1,614.58 02- 001827 1011.60.740.65001 1,166.82 000163051916 -A LIGHT & POWER SERVICES -4 /19/2016 - 5/18/2016 02- 001827 1011.60.720.65001 1,489.31 02- 001827 1011.60.710.65001 2,200.24 Total : 16,262.74 184159 5/31/2016 000164 THE GAS CO. 000164052016 GAS SERVICES-4/19/2016 - 5/1812016 02- 001818 1011.60.710.65005 107.06 02- 001818 1011.60.720.65005 24.80 02- 001818 1011.60.740.65005 166.67 02- 001818 1011.60.745.65005 1,498.29 Total: 1,796.82 2 Vouchers for bank code : apbank Bank total : 18,059.56 2 Vouchers in this report Total vouchers : 18,059.56 Page: 13 vchlist Check List 05/3112016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice 184024 6/7/2016 000884 A DIVISION OF SULLY - MILLER, BLUE 690497 184025 184026 184027 184028 692540 692621 6/7/2016 009203 ACCELA, INC. INV- ACC19622 INV- ACC19622 -A 6/7/2016 000002 ADP, LLC 473583493 474015234 6/712016 007364 ADVANTEC CONSULTING ENGINEERS 9801- 0446 -06 6/7/2016 000370 ALATORRE, SALVADOR 000370063016 Page: 14 PO # Description /Account Amount ASPHALT PURCHASE - 5/2016 06- 005918 2051.45.410.65020 884.36 ASPHALT PURCHASE - 5/2016 06- 005918 2051.45.410.65020 149.11 ASPHALT PURCHASE - 5/2016 06- 005918 2051.45.410.65020 244.31 Total : 1,277.78 SUBSCRIPTION -CODE ENFORCEMENT - 7/2015- 6/2016 04- 000547 1011.50.605.62015 5,400.00 SUBSCRIPTION- CITIZEN RELATIONSHIP- 7/2015- 6/2016 01- 001131 1011.50.605.62015 450.00 01- 001131 1011.55.515.62015 300.00 01- 001131 2051.45.410.62015 450.00 01- 001131 2601.40.230.62015 600.00 01- 001131 2651.45.425.62015 300.00 01- 001131 2701.45.610.62015 300.00 01- 001131 6051.45.450.62015 600.00 Total : 8,400.00 PAYROLL/TIMECLOCK SERVICES - 5/2016 02- 001874 1011.30.270.62015 2,039.11 02- 001874 6051.30.315.62015 2,039.12 PAYROLL/TIMECLOCK SERVICES - 5/201.6 02- 001874 1011.30.270.62015 896.50 02- 001874 6051.30.315.62015 896.50 Total: 5,871.23 DESIGN /BULLIS ROAD ST- IMPROVEMENT - 2/2016- 3/2016 06- 005763 4011.67.964.62015 13,411.50 Total : 13,411.50 ELECTRONIC /MEDIA -AUTO EXPENSES- 6/2016 1011.10.101.60025 250.00 1011.10.101.60030 250.00 Page: 14 vchlist Check List Page: 15 05/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor 184028 6/712016 000370 000370 ALATORRE, SALVADOR 184029 6/7/2016 000956 ALL AMERICAN ASPHALT 184030 184031 184032 184033 184034 184035 6/7/2016 009928 ALVAREZ, PEDRO 6/7/2016 002452 AMERICAN LANGUAGE SVCS. 6/7/2016 003312 AMERICAN RENTALS Invoice (Continued) 170272 1600501 -1 44490 106034 380392 380521 6/7/2016 000926 AMERICAN TRANSPORTATION SYSTEM 55354 6/7/2016 004536 APWA 79826005312017 6/712016 000896 ASSOCIATED POWER, INC. 852629 -0001 PO # Description /Account Amount Total: 500.00 LOS FLORES STREET 06- 006100 4011.67.006.62015 260,878.20 06- 006100 4011.20601 - 13,043.91 Total: 247,834.29 REFUNDABLE DEPOSIT 1011.26101 2,080.00 Total: 2,080.00 TRANSLATION SERVICES - 412016 12- 000062 1011.65.250.62015 310.70 Total : 310.70 BOOM LIFT RENTAL - 3/2016 06- 006250 2051.45.430.63030 1,200.00 06- 006250 2051.45.430.64399 338.00 TRAILER & CONCRETE -4 /2016 06- 005919 2051.45.410.63030 19.97 06- 005919 2051.45.410.65020 152.60 TRAILER & CONCRETE - 4/2016 06- 005919 2051.45.410.65020 283.40 06- 005919 2051.45.410.63030 65.88 Total : 2,059.85 CHARTER BUS SERVICE - 412016 08- 002885 1011.60.710.67250 497.48 Total : 497.48 MEMBERSH I P -L.H EM PE- PUBLIC 6051.45.450.65040 230.00 Total : 230.00 EQUIPMENT RENTAL - CICLAVIA 08- 003098 1052.60.701.64020 394.03 Total: 394.03 Page: 15 vchlist 05/31/2016 8:44:33AM Check List City of Lynwood Page: 16 Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184036 6/712016 006399 AT &T 000008007628 TELEPHONE SERVICE -4 /2016 1011.65.290.64501 566.31 000008019919 TELEPHONE SERVICE-4/2016 1011.65.290.64501 16.27 Total: 582.58 184037 6/7/2016 000448 ATLANTIC CAR WASH 1363 FLEET CAR WASH SERVICE - 3/2016 06- 005978 7011.45.420.64399 283.86 Total: 283.86 184038 617/2016 009942 AURORA A PUERTOZELAYA, FRANCISCO 79014 REFUND- PARKING CITATION 1011.55.34105 134.50 1011.55.34110 113.50 Total: 248.00 184039 6/7/2016 000650 AWARDS YOU WILL REMEMBER 421502 TROPHIES -COED SOFTBALL & BASKETBALL - 5/2016 08- 003101 1011.60.705.65020 110.00 421503 TROPHIES -COED SOFTBALL & BASKETBALL - 512016 08- 003101 1011.60.705.65020 110.00 Total: 220.00 184040 6/7/2016 000828 BANNAOUN ENGINEERS CONST.CORP. 1363319 JOSEPHINE ST. IMPROVEMENT PROJ - 5/2016 06- 006196 4011.68.017.62015 98,741.57 06- 006196 4011.20601 - 4,937.08 Total : 93,804.49 184041 6/712016 008496 BATTLE, ELIZABETH ANNE 008496042516 PLANNING COMMISSIONER STIPEND -4 /2016 04- 000535 1011.50.505.60999 50.00 Total : 50.00 184042 6/7/2016 000115 BAUTISTA, JUAN ANTONIO 000115051916 KARATE INSTRUCTOR - 3/15/2016 - 5/19/2016 08- 002894 1011.60.705.62015 302.40 Total: 302.40 184043 6/7/2016 003562 BECERRA, ROWLAND 003562042816 COMMISSIONER STIPEND - 4/2016 06- 006271 2051.45.410.60999 50.00 Total: 50.00 Page: 16 vchlist 05/31/2016 8:44:33AM Check List City of Lynwood Page: 17 Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184044 6/7/2016 009944 BRACAMONTES, NORA 160303 REFUND - BATEMAN HALL RENTAL 1011.60.33215 200.00 Total: 200.00 184045 6/7/2016 000300 BUBBS HARDWARE 05 OPERATING SUPPLIES - 5/2016 06- 005993 2051.45.410.65020 76.56 26 OPERATING SUPPLIES - 5/2016 06- 005993 2051.45.410.65020 55.62 Total : 132.18 184046 6/7/2016 007750 CALIFORNIA CONSULTING, LLC 1647 GRANT WRITING SERVICES - 5/2016 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 184047 6/7/2016 001330 CANON FINANCIAL SERVICES, INC. 15934032 CANON PRINTER LEASE -4 /2016 06- 006122 1011.45.405.63030 289.60 16033492 CANON PRINTER LEASE - 5/2016 06- 006122 1011.45.405.63030 289.60 Total : 579.20 184048 6/7/2016 009927 CARLIN AVENUE VILLAGE PARTNERS 1424001 -1 REFUNDABLE DEPOSIT 1011.26101 36,300.00 Total : 36,300.00 184049 6/7/2016 008689 CASANOVA, JORGE A. 008889042516 PLANNING COMMISSIONER STIPEND - 4/2016 04- 000536 1011.50.505.60999 50.00 Total : 50.00 184050 6/7/2016 001249 CASTRO, AIDE 001249063016 ELECTRONIC /MEDIA -AUTO EXPENSES - 6/2016 1011.10.101.60025 250.00 1011.10.101.60030 250.00 Total: 500.00 Page: 17 vchlist Check List Page: 18 05/3112016 8:44:33AM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184051 6/7/2016 000657 CENTURY RADIATORS 018733 CITY FLEET REPAIRS - 5/2016 06- 006174 7011.45.420.63025 78.41 018740 CITY FLEET REPAIRS - 5/2016 06- 006174 7011.45.420.63025 99.31 018742 CITY FLEET REPAIRS - 5/2016 06- 006174 7011.45.420.63025 280.70 018743 CITY FLEET REPAIRS - 512016 06- 006174 7011.45.420.63025 280.70 Total : 739.12 184052 6/7/2016 009947 CERVANTES, ALICIA 004135 REFUND - BATEMAN HALL RENTAL 1011.60.33215 365.00 Total: 365.00 184053 617/2016 008107 CHICAGO TITLE COMPANY FCPF - 0911601337 -3 HOME/CDBG REHAB PROGRAM TITLE SVCS- 5/2016 11- 000689 2961.75.865.62015 33.00 FCPF- 0911602161 -3 HOME/CDBG REHAB PROGRAM TITLE SVCS - 5/2016 11- 000689 2961.75.865.62015 33.00 FCPF- 0911603948 -1 HOME /CDBG REHAB PROGRAM TITLE SVCS - 5/2016 11- 000689 2961.75.865.62015 65.00 Total: 131.00 184054 617/2016 001168 CINTAS CORPORATION NO. 2 5004967880 FIRST AID KIT REPLENISHMENT - 5/2016 08- 002875 1011.60.705.65020 183.71 Total: 183.71 184055 6/7/2016 007129 CODE PUBLISHING COMPANY, INC. 52850 LYNWOOD MUNICIPAL CODE CODIFICATION - 3/2016 03- 000311 1011.15.105.62015 486.00 Total : 486.00 184056 6/7/2016 000444 COMPLETE WELDING SUPPLIES 472003 WELDING MATERIALS 8 SUPPLIES - 5/2016 06- 005906 6051.45.450.65020 52.47 Total : 52.47 184057 6/7/2016 000484 COMPTON COURTHOUSE 000484033116 PROCESSING CITATIONS AND BAIL SURCHARGE - 3/2016 07- 000685 1011.55.515.62015 16,320.04 000484033116 -A PROCESSING CITATIONS AND BAIL SURCHARGE - 3/2016 Page: 18 vchlist 05/31/2016 8:44:33AM Bank code : apbank Voucher Date Vendor 184057 6/7/2016 000484 COMPTON COURTHOUSE 184058 617/2016 006281 CONSULTANTS, PROFESSIONAL Check List Page: 19 City of Lynwood Invoice PO # Description /Account Amount (Continued) 07- 000685 1011.55.515.62015 25.00 Total : 16,345.04 IN000073238 SECURITY SERVICES - 2/27/2016 - 3/11/2016 08- 002876 1011.10.101.62016 208.01 08- 002876 1011.15.105.62016 208.01 08- 002876 1011.20.110.62016 208.01 08- 002876 1011.25.205.62016 208.01 08- 002876 1011.30.275.62016 681.83 08- 002876 1011.35.330.62016 208.07 08- 002876 1011.45.401.62016 269.27 08- 002876 1011.50.505.62016 208.01 08- 002876 1011.60.701.62016 7,245.29 08- 002876 1011.65.290.62016 103.98 08- 002876 1011.75.815.62016 208.01 08- 002876 6051.30.315.62016 681.83 08- 002876 6051.45.450.62016 269.11 8- 002876 6051.65.290.62016 103.98 08- 002876 1011.55.601.62016 208.01 IN000073517 SECURITY SERVICE FOR PRIVATE RENTALS - 3/2016 08- 002912 1011.60.740.62016 87.50 IN000073753 SECURITY SERVICES - 3/2016 08- 002876 1011.10.101.62016 206.72 08- 002876 1011.15.105.62016 206.72 08- 002876 1011.20.110.62016 206.72 08- 002876 1011.25.205.62016 206.72 08- 002876 1011.30.275.62016 677.56 08- 002876 1011.35.330.62016 206.72 08- 002876 1011.45.401.62016 267.60 08- 002876 1011.50.505.62016 206.72 08- 002876 1011.60.701.62016 7,200.33 08- 002876 1011.75.815.62016 206.72 08- 002876 1011.65.290.62016 103.30 08- 002876 6051.30.315.62016 677.56 08- 002876 6051.45.450.62016 267.60 08- 002876 6051.65290.62016 103.34 Page: 19 vchlist Check List Page: 20 05/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184058 617/2016 006281 CONSULTANTS, PROFESSIONAL (Continued) 08- 002876 1011.55.601.62016 206.72 IN000073754 SECURITY SERVICE FOR PRIVATE RENTALS - 3/2016 08- 002912 1011.60.740.62016 1,697.50 IN000073755 SECURITY SERVICE FOR PRIVATE RENTALS4/2016 08- 002912 1011.60.740.62016 437.50 Total : 24,192.98 184059 617/2016 001306 CORELOGIC SOLUTIONS, LLC. 81682482 PROPERTY OWNER INFORMATION SERVICE4/2016 01- 001096 1011.50.605.62015 61.00 01- 001096 1011.55.515.62015 27.00 01- 001096 1011.75.510.62015 27.00 Total: 115.00 184060 6/7/2016 000305 CULLIGAN 1034547 WATER EQUIPMENT RENTAL - 4/2016 06- 006262 1011.45.415.63030 69.56 1035593 WATER EQUIPMENT RENTAL - 5/2016 06- 006262 1011.45.415.63030 79.15 Total: 148.71 184061 6/7/2016 000138 DAILY JOURNAL CORPORATION A2878508 PUBLICATION SERVICES - 5/2016 04- 000540 1011.50.605.62025 125.80 82873630 NOTICE INVITING BIDS PUBLICATION4/2016 06- 006358 4011.68.017.62025 609.00 Total: 734.80 184062 6/7/2016 009843 DEL REAL- CALLEROS, JULIAN 009843042816 COMMISSIONER STIPEND -4 /2016 06- 006291 2051.45.410.60999 50.00 Total : 50.00 184063 6/7/2016 007243 DEPARTMENT OF PUBLIC WORKS, 16050311957 TRAFFIC SIGNAL MAINTENANCE- 4/2016 06- 006036 2051.45.430.62015 881.22 IN160000676 TRAFFIC SIGNAL MAINTENANCE - 6/2015 - 12/2016 06- 006036 2051.45.430.62015 7,234.07 Total : 8,115.29 184064 6/7/2016 009935 DIAZ, CELINA 004163 REFUND - BATEMAN HALL RENTAL Page: 20 vchlist Check List Page: 21 05/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184064 6/7/2016 009935 DIAZ, CELINA (Continued) 1011.60.33215 200.00 Total: 200.00 184065 6/7/2016 006088 DIESEL MOBIL SERVICE 17677 FLEET SERVICE REPAIRS -4 /2016 06- 006307 7011.45.420.63025 2,387.47 Total : 2,387.47 184066 617/2016 001757 DISTRICT ATTORNEY'S OFFICE 16 -1067 LEGAL SERVICES - DISTRICT ATTORNEY'S- 212016 07- 000703 1011.40.215.62001 1,644.51 Total : 1,644.51 184067 6/7/2016 003317 FAIR HOUSING FOUNDATION 003317043016 CDBG PUBLIC SERVICE PROGRAM- 4/2016 11- 000672 2941.75.285.64399 687.20 Total : 687.20 184068 6/7/2016 003334 FED EX 5 -400 -74040 COURIER SERVICES -4 /2016 01- 001075 1011.25.205.64399 26.85 5-409 -10707 COURIER SERVICES - 5/2016 06- 005866 7011.45.420.64399 5.46 5- 416 -77060 COURIER SERVICES - 5/2016 02- 001822 1011.30.270.64399 5.60 02- 001822 1011.30.275.64399 5.60 Total : 43.51 184069 6!7/2016 000372 FIRE DEPARTMENT, LOS ANGELES C0007353 FIRE PROTECTION 07- 000682 1011.40.245.62015 483,481.63 Total: 483,481.83 184070 6/7/2016 000003 FIRST CHOICE SERVICES 533570 CITY COUNCIL - COFFEE & WATER 01- 001077 1011.10.101.67950 41.20 01- 001077 1011.25.205.67950 41.20 942758 COFFEE & WATER SERVICES - 5/2016 01- 001077 1011.10.101.67950 20.87 01- 001077 1011.25.205.67950 20.87 Total: 124.14 184071 6/7/2016 004504 FLORES JR., JAIME ROBERTO 004504042816 COMMISSIONER STIPEND -4 /2016 Page: 21 vchlist Check List Page: 22 05/31/2016 8:44:33AM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184071 617/2016 004504 FLORES JR., JAIME ROBERTO (Continued) 06- 006309 2051.45.410.60999 50.00 Total : 50.00 184072 6/7/2016 006902 FULMORE, DENNIS 4143 BARTENDER SERVICE - 4/2016 08- 002976 1011.60.740.62064 200.00 Total : 200.00 184073 617/2016 009936 GARCIA, GUADALUPE 004143 REFUND - BATEMAN HALL RENTAL 1011.60.33215 400.00 Total: 400.00 184074 6/7/2016 000341 GEMPLER'S S102458820 SAFETY MATERIALS -4 /2016 06- 006102 2051.45.410.65020 829.92 Total: 829.92 184075 6/7/2016 009599 GKK WORKS 16 -2137 HAM PARK COMMUNITY CTR. 06- 006030 4011.67.007.62015 25,600.00 Total : 25,600.00 184076 6/7/2016 001510 GRAINGER, INC. 9015844575 OPERATING SUPPLIES - 2/2016 07- 000713 1011.55.515.65020 289.20 9100495283 OPERATING SUPPLIES - 5/2016 06- 006017 1011.45.415.65020 55.82 9101104256 OPERATING SUPPLIES - 5/2016 06- 006017 1011.45.415.65020 47.58 9919565755 OPERATING SUPPLIES - 12/2015 07- 000713 1011.55.515.65020 240.56 Total: 633.16 184077 6/7/2016 000993 GRM INFORMATION MANAGEMENT 0293228 - 0293241 OFF -SITE RECORDS STORAGE - 5/2016 01- 001087 1011.25.205.62015 736.56 Total: 736.56 184078 6/7/2016 007566 HERNANDEZ, EDWIN 007566063016 ELECTRONIC /MEDIA -AUTO EXPENSES - 6/2016 1011.10.101.60025 250.00 1011.10.101.60030 250.00 Page: 22 vchlist Check List Page: 23 05131/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # 184078 6/7/2016 007566 007566 HERNANDEZ, EDWIN (Continued) 184079 6/7/2016 009946 HICKENBOTTOM 004242 184080 6/7/2016 000367 HINDERLITER DELLAMAS & ASSOC. 0022572 -IN 0024425 -IN 184081 6/7/2016 003315 HOME DEPOT CREDIT SERVICE 3033870 02- 001849 02- 001849 06- 005889 184082 6/7/2016 000676 IDEAL LIGHTING SUPPLY, INC. 107835 06- 006166 107954 06- 006166 107970 06- 005981 107970 -A 06- 006166 108024 06- 006166 108037 06- 006166 184083 6/7/2016 000353 INFOSEND, INC. 104182 184084 617/2016 005848 INFRASTRUCTURE ENGINEERS 21693 Revised 06- 006340 06- 006340 04- 000531 04- 000531 Description /Account Amount Total : 500.00 REFUND - BATEMAN HALL RENTAL 1011.60.33215 132.00 Total: 132.00 AUDIT SERVICES - 8/2014 1011.30.30145 23.87 AUDIT SERVICES - 8/2015 1011.30.30145 293.61 Total : 317.48 MATERIALS & SUPPLIES -4 /2016 6051.45.450.65020 45.19 Total: 45.19 LIGHTING SUPPLIES -4 /2016 1011.45.415.65020 321.10 LIGHTING SUPPLIES- 2/2016 1011.45.415.65020 34.88 LIGHTING SUPPLIES - 4/2016 1011.45.415.65020 142.76 LIGHTING SUPPLIES4 /2016 1011.45.415.65020 281.47 LIGHTING SUPPLIES- 5/2016 1011.45.415.65020 424.23 LIGHTING SUPPLIES - 5/2016 1011.45.415.65020 177.51 Total : 1,381.95 HHW FLYER INSERTS 6401.45.460.62025 1,322.96 6401.45.460.64399 221.40 Total : 1,544.36 BUILDING INSPECTIONS -PLAN CHECK -4 12016 1011.50.501.62015 1,234.72 1011.50.505.62015 2,469.46 Page: 23 vchlist Check List Page: 24 05/31/2016 8:44:33AM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184084 6/7/2016 005848 005848 INFRASTRUCTURE ENGINEERS (Continued) Total : 3,704.18 184085 6/7/2016 004972 INTELLICEPT 22768 FLAP STRAP ALUMINUM SKATE DETERRENTS - 512016 08- 003103 1011.60.705.65020 619.52 Total : 619.52 184086 6/7/2016 000844 J & G GRAPHICS 05239 WINDOW ENVELOPES - 2/2016 02- 001889 1052.30.315.62025 131.95 02- 001889 6051.30.315.62025 131.95 02- 001889 6401.30.315.62025 131.95 05246 PRINTING SERVICE - 3/2016 07- 000715 1011.55.515.62025 622.96 05248 BUSINESS CARDS - 3/2016 07- 000714 1011.55.515.62025 208.05 05250 PRINTING SERVICES -4 /2016 04- 000522 1011.50.501.62025 56.68 05256 PRINTING SERVICES - 4/2016 04- 000522 1011.50.501.62025 296.67 05257 PRINTING SERVICES - 5/2016 04- 000522 1011.50.501.62025 296.67 Total : 1,876.88 184087 6/7/2016 009103 JHM SUPPLY, INC. 5316 /3 LANDSCAPE & IRRIGATION SUPPLIES - 5/2016 06- 005965 2701.45.610.65020 488.32 Total: 488.32 184088 617/2016 001269 JOHN L. HUNTER & ASSOCIATES LYNCALD1115 CONSULTING SERVICES -USED OIL - 11/2015 06- 006355 3621.45.460.62015 1,350.00 LYNUO0216 CONSULTING SERVICES -USED OIL - 2/2016 06- 006355 3621.45.460.62015 760.00 LYNUO0715 CONSULTING SERVICES -USED OIL - 712015 06- 006355 3621.45.460.62015 608.00 LYNUO0815 CONSULTING SERVICES -USED OIL - 8/2015 06- 006355 3621.45.460.62015 1,187.50 LYNUO0915 CONSULTING SERVICES -USED OIL - 9/2015 06- 006355 3621.45.460.62015 190.00 LYNUO1015 CONSULTING SERVICES -USED OIL - 10/2015 Page: 24 vchlist 05/31/2016 8:44:33AM Check List City of Lynwood Page: 25 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184088 6/7/2016 001269 JOHN L. HUNTER &ASSOCIATES (Continued) 06- 006355 3621.45.460.62015 95.00 LYNUO1115 CONSULTING SERVICES -USED OIL - 11/2015 06- 006355 3621.45.460.62015 79.80 LYNUO1215 CONSULTING SERVICES -USED OIL - 12/2015 06- 006355 3621.45.460.62015 1,092.50 Total: 5,362.80 184089 6/7/2016 000097 JONES LUMBER 51652 OPERATING SUPPLIES - 5/2016 06- 006003 2051.45.410.65020 227.75 Total: 227.75 184090 6/7/2016 003547 KANE, BALLMER & BERKMAN 22398 LEGAL SERVICES -4 /2016 01- 001110 1011.25.205.62001 5,250.00 22399 LEGAL SERVICES - 4/2016 01- 001091 1011.25.205.62001 7,906.25 Total : 13,156.25 184091 6/7/2016 009943 KANG B. THAO, YEE L. THAO AND 800053894 REFUND - PARKING CITATION 1011.55.34110 113.50 800054823 REFUND - PARKING CITATION 1011.55.34150 169.00 Total : 282.50 184092 6/7/2016 004454 KITCHEN SERVICES 1354 CLEANING OF BATEMAN HALL KITCHEN - 412016 08- 003104 1011.60.740.64399 695.00 1355 COMMUNITY CENTER KITCHEN MAINTENANCE - 3/2016 08- 003109 1011.60.705.63025 475.00 1356 YOUTH CENTER KITCHEN MAINTENANCE - 312016 08- 003105 1011.60.710.63025 425.00 Total : 1,595.00 184093 617/2016 006207 KNIGHTS OF COLUMBUS 0062072015 -16 REFUND -FIRE WORK STANDS -2015 1011.26101 500.00 1011.75.31101 - 242.68 Total: 257.32 Page: 25 vchlist Check List Page: 26 05131/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184094 617/2016 003331 L.A. COUNTY SHERIFF DEPT. 163754NH SHERIFF SECURITY FOR PRIVATE RENTALS - 3/2016 08- 002898 1011.60.740.62016 2,253.31 164022NH LAW ENFORCEMENT SERVICES-4/2016 07- 000672 1011.40.215.62015 721,228.39 164023NH LAW ENFORCEMENT -GRANT DEPUTY - 412016 07- 000689 2501.40.225.62015 12,105.69 164023NH -A LAW ENFORCEMENT -GRANT DEPUTY -4 /2016 07- 000672 1011.40.215.62015 3,186.14 Total : 738,773.53 184095 617/2016 005098 LANDEROS, ALEX 005098042516 PLANNING COMMISSIONER STIPEND - 4/2016 04- 000523 1011.50.505.60999 50.00 Total : 50.00 184095 6/7/2016 006904 LATOUR, ANGELIQUE 004235 BARTENDER SERVICE - 5/2016 08- 003014 1011.60.740.62064 200.00 Total : 200.00 184097 6/7/2016 009236 LEAK, DEITRA 000146 BARTENDER SERVICE - 5/2016 08- 002984 1011.60.740.62064 200.00 Total: 200.00 184098 61712016 001991 LEGISLATIVE ADVOCACY GROUP 5652 LEGISLATIVE SERVICES-4/2016 02- 001883 1011.30.275.62015 5,000.00 Total : 5,000.00 184099 617/2016 001256 LINDSAY, CARLA 001256042816 YOGA INSTRUCTOR - SENIOR CENTER -4 12016 08- 002878 1011.60.720.62015 262.25 Total: 262.25 184100 61712016 009926 LOGAN ENGINEERING 1516801 -1 REFUNDABLE DEPOSIT 1011.26101 12,000.00 Total : 12,000.00 184101 617/2016 009041 LOYA, RUUD AND ROMO, ATKINSON, 495500 LEGAL SERVICES - 3/2016 05- 001376 1011.35.335.62001 448.08 Total : 448.08 Page: 26 vchlist Check List Page: 27 05/3112016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184102 6/7/2016 004084 LPA, INC. 72794 ARCHITECT /HAM PARK COMMUNITY CENTER -4 /2016 06- 005528 4011.67.007.62015 6,200.00 Total : 6,200.00 184103 6/7/2016 009937 LUPERCIO, EDIT 000138 REFUND - BATEMAN HALL RENTAL 1011.60.33215 250.00 Total: 250.00 184104 6/7/2016 001899 LYNWOOD VAN & TRUCK ASSOC. 0018992015 -16 REFUND -FIRE WORK STANDS -2015 1011.26101 500.00 1011.75.31101 - 465.96 Total : 34.04 184105 6/7/2016 002761 MARCO POWER EQUIPMENT 122782 OPERATING SUPPLIES - 5/2016 06- 005967 2701.45.610.63025 99.00 122783 OPERATING SUPPLIES - 5/2016 06- 006213 2701.45.610.65020 141.70 122784 OPERATING SUPPLIES - 5/2016 06- 005931 6051.45.450.65020 65.40 122789 OPERATING SUPPLIES - 5/2016 06- 005967 2701.45.610.63025 18.00 Total: 324.10 184106 6/7/2016 005424 MARTINEZ JR., ARTHUR 005424042816 STIPEND - PUBLIC SAFETY/TRAFFIC -4 12016 06- 006273 2051.45.410.60999 50.00 Total : 50.00 184107 6/7/2016 009938 MARTINEZ, LIZETH 004127 REFUND - BATEMAN HALL RENTAL 1011.60.33215 370.00 Total: 370.00 184108 6/7/2016 009945 MARTINEZ, VICTOR 000430 REFUND - BATEMAN HALL RENTAL 1011.60.33215 55.00 Total : 55.00 184109 6/712016 000128 MARX BROS FIRE EXTINGUISHER H107391 TESTING OF FIRE EXTINGUISHERS- 512016 06- 005968 1011.45.415.64399 78.18 Page: 27 vchlist Check List Page: 28 05/31/2016 8:44:33AM City of Lynwood Bank code : apbank Voucher Date Vendor Invoice PO # 184109 617/2016 000128 000128 MARX BROS FIRE EXTINGUISHER (Continued) 184110 6/7/2016 002683 MAY TOOL INC. 175323 06- 006321 184111 6/7/2016 002598 MAYFIELD BUS LINES 112215 184112 6/7/2016 000982 MITY -LITE 00026328 184113 6/7/2016 009012 MUNICIPAL WASTE SOLUTIONS 196 184114 617/2016 009890 MUSCO SPORTS LIGHTING, LLC 283505 184115 6/7/2016 004170 MV TRANSPORTATION, INC 68174 184116 617/2016 000475 NATIONWIDE ENVIRONMENTAL SVCS. 27454 08- 002886 08- 003076 06- 006039 06- 006349 IQ:IIQQY1111, 06- 005873 06- 005873 27494 06- 005872 06- 005872 27519 06- 005874 27521 06- 005873 Description /Account Amount Total : 78.18 COMPACTION RAMMERS- 4/2016 6051.45.450.65020 6,474.60 Total : 6,474.60 CHARTER BUS SERVICE - 11/2015 1011.60.710.67250 350.00 Total: 350.00 BATEMAN HALL BANQUET TABLES - 5/2019 1011.60.740.66015 3,733.39 Total : 3,733.39 REFUSE CONTRACT OVERSIGHT -4 12016 1052.45.440.62061 1,250.00 Total : 1,250.00 REPLACE CAPICITORS AT LYNWOOD PARK- 4/2016 2651.45.425.65020 1,221.02 Total: 1,221.02 FIXED ROUTE TRANSIT SYSTEM -4 /2016 2401.45.435.62015 55,274.60 Total : 55,274.60 STREET SWEEPING4 /2016 1011.45.457.62015 30,559.15 2851.45.410.62015 6,314.26 CATCHBASIN CLEANING SERVICES - 4/2016 1011.45.457.62015 6,859.00 6401.45.457.62015 4,004.00 GRAFFITI REMOVAL SERVICES - 5/2016 2851.45.615.62015 4,015.17 STREET SWEEPING- 5/2016 2851.45.410.62015 36,873.41 Total : 88,624.99 Page: 28 vchlist Check List Page: 29 05131/2016 8:44:33AM City of Lynwood Bank code: Voucher apbank Date Vendor Invoice PO # Description /Account Amount 184117 6/7/2016 009829 NFT REAL ESTATE LLC 1611202 -1 REFUNDABLE DEPOSIT 1011.26101 1,500.00 Total : 1,500.00 184118 6/7/2016 000078 OFFICE DEPOT 820830402001 OFFICE SUPPLIES- 1/2016 03- 000326 1011.15.105.65020 888.34 823564644001 OFFICE SUPPLIES - 2/2016 08- 003019 1011.60.740.65015 47.22 830417722001 OFFICE SUPPLIES - 3/2016 03- 000321 1011.15.105.65015 84.95 837676593001 OFFICE SUPPLIES - 5/2016 06- 006019 6051.45.450.65020 325.56 837676788001 OFFICE SUPPLIES - 512016 06- 006019 6051.45.450.65020 63.30 838013395001 OFFICE SUPPLIES - 5/2016 06- 006019 2651.45.425.65015 141.63 06- 006019 6051.45.450.65020 245.30 838015143001 OFFICE SUPPLIES - 5/2016 06- 006019 2651.45.425.65015 97.47 839016833001 OFFICE SUPPLIES - 5/2016 01- 001081 1011.25.205.65015 99.95 840177541001 OFFICE SUPPLIES- 5/2016 06- 006019 6051.45.450.65020 424.98 Total : 2,418.70 184119 617/2016 009059 OMNI APPRAISAL SERVICES OA160523 HOME REHAB APPRAISAL SERVICES - 5/2016 11- 000684 2961.75.865.62015 275.00 OA160531 HOME REHAB APPRAISAL SERVICES - 5/2016 11- 000684 2961.75.865.62015 275.00 Total: 550.00 184120 6/7/2016 007429 ONESOURCE WATER, LLC GNIV134776 WATER COOLER RENTAL - 5/2016 06- 005970 6051.45.450.63030 50.00 Total : 50.00 184121 61712016 005932 ONWARD ENGINEERING 3213 LINEAR PARK CONSTRUCTION MANAGEMENT - 4/2016 11- 000685 3782.75.208.62015 200.00 Page: 29 vchlist 05/31/2016 8:44:33AM Check List City of Lynwood Page: 30 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 164121 617/2016 005932 005932 ONWARD ENGINEERING (Continued) Total : 200.00 184122 6/7/2016 009941 PEARSON, DEVIN D. 51439 REFUND - PARKING CITATION 1011.55.34125 113.50 66033 REFUND - PARKING CITATION 1011.55.34110 2.50 67323 REFUND - PARKING CITATION 1011.55.34125 113.50 800069198 REFUND - PARKING CITATION 1011.55.34125 113.50 800076211 REFUND - PARKING CITATION 1011.55.34105 134.50 Total: 477.50 184123 6/7/2016 000490 PETTY CASH - RECREATION 000490050216 REPLENISHMENT - 3/2016 - 5/2/2016 1011.60.701.64399 22.95 1011.60.701.65020 13.05 1052.60.701.64020 181.69 1011.60.705.63025 6.75 1011.60.715.65020 36.57 Total : 263.01 184124 6/7/2016 009929 PHI LOTA ALPHA FRATERNITY, INC 0099292016 REFUND - CANCELLED FIREWORKS 1011.75.31101 500.00 1011.75.33170 552.00 1011.26101 500.00 Total : 1,552.00 184125 6/7/2016 005588 PLUMBERS DEPOT, INC PD -31367 REPAIR SEWER TRUCK - 512016 06- 005897 6401.45.460.63025 1,545.25 PD -31379 REPAIR SEWER TRUCK - 5/2016 06- 005897 6401.45.460.63025 709.94 Total : 2,255.19 164126 6/7/2016 007612 QUEEN BEACH PRINTERS, INC. 360587011 PRINTING OF THE CITY NEWSLETTER (LNP)- 5/2016 12- 000060 1011.65.250.62015 3,180.00 Total : 3,180.00 Page: 30 vchlist Check List Page: 31 06/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184127 617/2016 001142 QUILL CORPORATION 396469 COPY PAPER -4 /2016 05- 001311 1011.35.330.65020 - 161.21 4834581 INK CARTRIDGES - 4/2016 05- 001378 1011.35.335.65020 192.79 Total: 31.58 184128 6/7/2016 007435 READY REFRESH 06E0031568785 WATER & COOLER RENTAL - 5/2016 08- 003090 1011.60.701.67950 6.53 O6E0031568967 WATER & COOLER RENTAL - 4/13/2016- 5/12/2016 02- 001821 1011.30.270.67950 1.30 02- 001821 1011.30.275.67950 1.30 02- 001821 1052.30.315.67950 1.31 02- 001821 6051.30.315.67950 1.31 02- 001821 6401.30.315.67950 1.31 Total : 13.06 184129 6/7/2016 005067 ROADLINE 12397 MATERIALS & SUPPLIES -4 /2016 - 06- 005954 2051.45.410.65020 482.34 12398 MATERIALS & SUPPLIES -4 /2016 06- 006265 2051.45.410.65020 478.25 12399 MATERIALS & SUPPLIES-4/2016 06- 006265 2051.45.410.65020 464.63 12400 MATERIALS & SUPPLIES -4 /2016 06- 006265 2051.45.410.65020 483.70 12407 MATERIALS & SUPPLIES -4 /2016 06- 005954 2051.45.410.65020 237.43 12407 -A MATERIALS & SUPPLIES -4 /2016 06- 006265 2051.45.410.65020 39.17 12426 MATERIALS & SUPPLIES - 5/2016 06- 006265 2051.45.410.65020 495.95 12428 MATERIALS & SUPPLIES - 5/2016 06- 006265 2051.45.410.65020 450.10 12429 MATERIALS & SUPPLIES - 5/2016 06- 006265 2051.45.410.65020 292.05 Total : 3,423.62 184130 6/7/2016 003622 ROSENOW,SPEVACEK GROUP INC 1001286 SPECIAL ADVISORY SERVICES- 3/2016 Page: 31 vchlist Check List Page: 32 05/3112016 8:44:33AM City of Lynwood Bankcode: apbank SIMMONS, JASON 001742053116 6/7/2016 Voucher Date Vendor 617/2016 Invoice 184130 677/2016 003622 ROSENOW,SPEVACEK GROUP INC (Continued) 008668063016 Total : 6,603.75 1001287 184131 6/7/2016 008036 RUBIO'S TIRE SHOP 1413 184132 6/7/2016 000075 S & J SUPPLY CO. S100069656.001 184133 617/2016 000779 SANT] LLAN -BEAS, MARIA 000779063016 184134 184135 184136 184137 184138 617/2016 001742 SIMMONS, JASON 001742053116 6/7/2016 007918 SMITH EMERY LABORATORIES 435111 -4 617/2016 000515 SO.CA MUNI ATHLETIC FEDERATION 4488 6/7/2016 008668 SOLACHE, JOSE LUIS 008668063016 617/2016 009674 SOLARCITY CORP. 005635 PO # Description /Account Amount 02- 001890 1011.25.205.62015 5,581.25 SPECIAL ADVISORY SERVICES - 3/2016 04- 000552 1011.50.505.62015 1,022.50 Total : 6,603.75 REPAIRS & ROAD SERVICE - 5/2016 06- 005891 7011.45.420.63025 50.00 Total: 50.00 MATERIALS FOR WATERLINE REPAIRS- 5/2016 06- 005898 6051.45.450.65020 103.07 Total: 103.07 ELECTRONIC /MEDIA -AUTO EXPENSES - 6/2016 1011.10.101.60025 250.00 1011.10.101.60030 250.00 Total : 500.00 INSANITY WORKOUT TEACHER - 512016 08- 003031 1011.60.740.62015 98.45 Total : 9B.45 LAB TESTING & INSPECTIONS HAM PARK - 3/2016 06- 006152 4011.67.007.62015 730.00 Total: 730.00 HELP WANTED ADVERTISEMENT - 4/2016 05- 001379 1011.35.335.62025 75.00 Total : 75.00 ELECTRONIC /MEDIA -AUTO EXPENSES - 6/2016 1011.10.101.60025 250.00 1011.10.101.60030 250.00 Total: 500.00 REFUND - BUILDING PERMIT CANCELLED 1011.50.31110 267.19 Page: 32 vchlist Check List Page: 33 05131/2016 8:44:33AM City of Lynwood Bank code: Voucher apbank Date Vendor Invoice PO # Description /Account 184138 6/7/2016 009674 SOLARCITY CORP. (Continued) 005933 REFUND- BUILDING PERMIT 1011.50.31110 005936 REFUND - BUILDING PERMIT 1011.50.31110 005987 REFUND - BUILDING PERMIT 1011.50.31110 006191 REFUND - BUILDING PERMIT 1011.50.31110 006198 REFUND - BUILDING PERMIT 1011.50.31110 Total 184139 617/2016 000312 SPARKLETTS 14855810043016 WATER & COOLER RENTAL - 4/2016 07- 000677 1011.55.515.67950 Total: 184140 6/7/2016 000089 STAPLES OFFICE WAREHOUSE 1/9/13 OFFICE SUPPLIES - 2/2013 02- 001832 1011.30.275.65015 3296496947 OFFICE SUPPLIES - 3/2016 02- 001832 1011.30.275.65015 3299953690 OFFICE SUPPLIES -4 /2016 02- 001832 1011.30.270.65020 02- 001832 1011.30.310.65020 02- 001832 1011.30.270.65015 3299953691 OFFICE SUPPLIES -4 /2016 02- 001832 6051.30.315.65020 3300500382 OFFICE SUPPLIES -4 /2016 02- 001832 1011.30.275.65015 02- 001832 1011.30.275.65020 3300500383 OFFICE SUPPLIES - 4/2016 02- 001832 1011.30.275.65015 02- 001832 1011.30.310.65015 02- 001832 1011.30.310.65020 Total 184141 61712016 009025 STETSON ENGINEERS INC. 2570 -1104 PREPARATION OF 2015 UWMP- 3/2016 Amount 233.69 267.19 233.69 267.19 233.69 1,502.64 61.74 61.74 -5.00 10.89 54.45 14.07 55.16 8.60 8.47 33.36 55.53 73.85 4.53 313.91 Page: 33 vchlist Check List Page: 34 05/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184141 6/7/2016 009025 STETSON ENGINEERS INC. (Continued) 06- 006234 4011.67.902.62015 4,411.00 Total: 4,411.00 184142 6/7/2016 007308 STREET CAPITAL ADVISORS, LLC, MAIN Lynwood #20 INVESTMENT ADVISORY SVC- 1/2016 - 3/2016 10- 000148 1011.20.110.62015 3,000.00 Total : 3,000.00 184143 6/7/2016 002938 TAJ OFFICE SUPPLY 00363838 -001 OFFICE SUPPLIES - 5/2016 07- 000678 1011.55.601.65015 20.66 0036722 -001 OFFICE SUPPLIES- 3/2016 08- 002872 1011.60.701.65015 79.81 08- 002872 1011.60.710.65015 250.43 0036723 -001 OFFICE SUPPLIES - 312016 08- 002872 1011.60.710.65020 135.83 08- 002872 1011.60.715.65020 475.65 0036798 -001 OFFICE SUPPLIES4/2016 07- 000670 1011.55.515.65015 22.11 0036853 -001 OFFICE SUPPLIES - 512016 08- 002872 1011.60.745.65020 28.23 0036865 -001 OFFICE SUPPLIES - 5/2016 08- 002872 1011.60.720.65015 81.59 Total : 1,094.31 184144 6/7/2016 001211 THE BANK OF NEW YORK MELLON 252- 1943444 BOND ADMINISTRATION FEES - 5/2016 06- 005860 6051.45.450.67899 1,350.00 Total : 1,350.00 184145 6/7/2016 006066 THE SHERWIN WILLIAMS CO. 6381 -0 PAINT SUPPLIES- 5/2016 06- 006353 2851.45.615.65020 412.60 6404 -0 PAINT SUPPLIES - 512016 06- 006353 2851.45.615.65020 410.71 Total : 823.31 184146 617/2016 000618 TOMARK SPORTS 97867109 INDOOR SOCCER EQUIPMENT4/2016 08- 003092 1011.60.710.65020 689.25 Total : 689.25 Page: 34 vchlist Check List Page: 35 05/31/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184147 617/2016 009939 TRAMBLE, KIERRA 000150 REFUND - BATEMAN HALL RENTAL 1011.60.33215 250.00 Total: 250.00 184148 6/7/2016 006068 TRIMMING LAND COMPANY, INC. 3165 TREE TRIMMING SERVICES- 3/2016 06- 005875 2701.45.620.62015 17,250.00 Total : 17,250.00 184149 6/7/2016 007742 ULINE, INC. 76244030 COFFEE SUPPLIES - 3/2016 08- 003077 1011.60.740.65020 126.43 Total: 126.43 184150 6/7/2016 009742 UNIFIRST CORPORATION 3241779826 UNIFORM RENTALS -4 /2016 06- 006181 2701.45.610.60040 43.54 3241784800 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.430.60040 82.04 3241784801 UNIFORM RENTALS - 5/2016 06- 006181 6051.45.450.60040 25.58 3241784802 UNIFORM RENTALS - 5/2016 06- 006181 1011.45.415.60040 27.56 3241784803 UNIFORM RENTALS - 5/2016 06- 006181 2701.45.610.60040 43.54 3241784804 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.410.60040 32.24 3241784805 UNIFORM RENTALS - 5/2016 06- 006181 1011.45.415.64399 45.20 3241787317 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.430.60040 12.72 3241787318 UNIFORM RENTALS - 5/2016 06- 006181 6051.45.450.60040 25.58 3241787319 UNIFORM RENTALS - 5/2016 06- 006181 1011.45.415.60040 103.85 3241787320 UNIFORM RENTALS - 5/2016 06- 006181 2701.45.610.60040 43.54 3241787321 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.410.60040 32.24 3241787322 UNIFORM RENTALS - 5/2016 Page 35 vchlist Check List Page: 36 05131/2016 8:44:33AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184150 6/7/2016 009742 UNIFIRST CORPORATION (Continued) 06- 006181 1011.45.415.64399 37.70 3241789831 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.430.60040 12.72 3241789832 UNIFORM RENTALS - 512016 06- 006181 6051.45.450.60040 25.58 3241789633 UNIFORM RENTALS - 5/2016 06- 006181 1011.45.415.60040 27.56 3241789834 UNIFORM RENTALS - 5/2016 06- 006181 2701.45.610.60040 43.54 3241789835 UNIFORM RENTALS - 5/2016 06- 006181 2051.45.410.60040 32.24 3241789836 UNIFORM RENTALS - 5/2016 06- 006181 1011.45.415.64399 37.70 Total: 734.67 184151 617/2016 005357 URBAN ASSOCIATES, INC. 100.12A DIRECTOR OF DEVELOPMENT SERVICES -4 /2016 04- 000532 1011.50.501.62015 1,653.75 04- 000532 1011.50.505.62015 1,653.75 04- 000532 1011.50.605.62015 1,653.75 04- 000532 1011.50.501.62015 4,848.75 _ 04- 000532 1011.50.505.62015 4,848.75 04- 000532 1011.50.605.62015 4,848.75 100.12B HOUSING /GRANT CONSULTING SERVICES -4 /2016 11- 000686 2961.75.865.62015 503.75 Total: 20,011.25 184152 6/7/2016 007734 USA BLUE BOOK 934045 WATER DEPT SUPPLIES & MATERIALS -4 /2016 06- 006193 6051.45.450.65020 223.10 941909 WATER DEPT SUPPLIES & MATERIALS - 512016 06- 006193 6051.45.450.65020 20.97 Total: 244.07 184153 6/7/2016 008483 V V & G CONSTRUCTION 416 -4 -76 HUD ACT #934 -HOME REHAB GRANT& LOAN - 5/2016 11- 000746 2961.75.865.67240 10,000.00 11- 000746 2961.75.865.67235 21,194.00 416-4 -76:1 HUD ACT #934 -HOME REHAB GRANT& LOAN - 512016 Page: 36 vchlist 05/3112016 8:44:33AM Check List City of Lynwood Page: 37 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 184153 6/7/2016 008483 V V & G CONSTRUCTION (Continued) 11- 000746 2961.75.865.67235 3,466.00 Total : 34,660.00 184154 6/7/2016 009940 VELAZQUEZ, KIMBERLY 004272 REFUND - BATEMAN HALL RENTAL 1011.60.33215 206.00 Total: 206.00 184155 6/712016 009876 VIRCO 81683674 BATEMAN HALL BANQUET CHAIRS - 5/2016 08- 003078 1011.60.740.66015 4,958.63 Total : 4,958.63 184156 6/7/2016 002912 WATERLINE TECHNOLOGIES,INC 5337064 SODIUM HYPOCHLORITE SOLUTION - 5/2016 06- 006324 6051.45.450.65020 192.28 5337065 SODIUM HYPOCHLORITE SOLUTION - 5/2016 06- 006324 6051.45.450.65020 216.31 5337067 SODIUM HYPOCHLORITE SOLUTION - 5/2016 06- 006324 6051.45.450.65020 248.36 5337070 SODIUM HYPOCHLORITE SOLUTION - 5/2016 06- 006324 6051.45.450.65020 392.56 5337736 SODIUM HYPOCHLORITE SOLUTION - 5/2016 06- 006324 6051.45.450.65020 184.26 Total : 1,233.77 184157 6/712016 004157 YOUNGER, BILLY 004157042516 PLANNING COMMISSIONER STIPEND -4 /2016 04- 000526 1011.50.505.60999 50.00 Total : 50.00 134 Vouchers for bank code : apbank Bank total : 2,058,108.18 134 Vouchers in this report Total vouchers : 2,058,108.18 Page: 37 vchlist Check List Page: 38 06/0112016 1:02:40PM City of Lynwood Bank code: apbank Voucher Date Vendor 184160 6/7/2016 009813 CIVIL SOURCE, INC. 1 Vouchers for bank code : apbank 1 Vouchers in this report Invoice PO # Description /Account Amount 1096 - 0596 -1 ENGINEERING DESIGN SVCS- 3/2016 06- 006252 4011.68.026.62015 18,940.00 1096 - 0613 -1 TEMPORARY ENGINEERING STAFFING - 5/2016 06- 006342 4011.67.904.62015 518.50 06- 006342 4011.67.894.62015 518.50 06- 006342 4011.67.910.62015 518.50 06- 006342 4011.67.915.62015 518.50 06- 006342 4011.68.017.62015 3,111.00 - Total : 24,125.00 Bank total : 24,125.00 Total vouchers : 24,125.00 Page: 38 F4. 1� tl U - `iu�nk� tl O # yP DATE: TO: APPROVED BY: AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager 1�4' PREPARED BY: Amanda Hall, Director of Finance b Delania G. Whitaker, Financial Analyst SUBJECT: Cal -Card Purchase Summary — January 2016 through March 2016 Billing Statements Recommendation: Staff recommends that the City Council receive and file this report. Background: The, City of Lynwood uses the State of California Cal -Card Purchase Card Program. The cards are issued through U.S. Bank and are used as an alternative way to purchase goods. The Cal -Card Purchase Card Program offers cash rebate opportunities and security measures by blocking certain Merchant Category codes. Some of the high risk codes include convenience checks, bond payments, and wire transfers /money orders. Discussion & Analysis: This report accounts for all charges made with the use of the Cal -Card assigned to the Financial Analyst. The attached summary "Attachment A" provides a detailed list of purchases made by the aforementioned cardholder for the January 2016 through March 2016 billing statements. Fiscal Impact: All purchases are charged to respective department account budgets. Coordinated With: City Manager's Office City Attorney's Office ITEM CAL -CARD PURCHASE SUMMARY JANUARY 2016 STATEMENT DELANIA WHITAKER D. - D- 1/20/2016 Southwest Airlines - Round Trip (Los Angeles /Sacramento) A. Castro - League of California Cities Employee Relations Policy Committee Meeting in Sacramento - January 22, 2016 1011.10.101.64015 275.96 1/2612016 Southwest Airlines - Round Trip (Los Angeles /Las Vegas) G. Camacho - Government Investment Officers Association Conference, March 23 -25, 2016 in Las Vegas, NV 101 1.2b.1 10.64015 173.98 1/26/2016 JetBlue - Round Trip (Long Beach /Las Vegas) S. Harding - Government Investment Officers Association Conference, March 23 -25, 2016 in Las Vegas, NV 1011.20.110.64015 146.20 2/2/2016 Southwest Airlines - Round Trip (Los Angeles/Sacramento) ) M. Santillan -Beas - California State Assembly Swearing -in Ceremony of March 7, 2016 1011.10.101.64015 209.96 2/4/2016 Springhill Suites Marriott Sacramento Lodging for M. Santillan -Beas - California State Assembly Swearing -In Ceremony of March 7 2016 1011.10.101.64015 348.28 2/3/2016 Southwest Airlines - Round Trip (Los Angeles/San Jose ) M. Santillan -Beas - Well (Water Education for Latino Leaders) 2016 San Jose Annual Water Conference, March 4 -5, 2016 in San Jose 1011.10.101.64015 137.96 2/612016 Embassy Suites Palm Desert Lodging for J. Arnoldo Beltran - League of California Cities 2016 City Managers Department Meeting, February 3 -5, 2016 in Indian Wells 1011.25.205.64015 379.22 211112016 From Your Flowers Flowers for Clarence Banks Memorial Service 1011.25.205.64399 124.18 ATTACH M ENT A CAL -CARD PURCHASE SUMMARY FEBRUARY 2016 STATEMENT DELANIA WHITAKER Da Descriiption Account Number Total Amount 211712016 FromYouFlowers Flowers for Clarence Banks Memorial Service - Credit 1011.25.205.64399 (21.60) 2129/2016 Orbitz Flight Insurance for M. Quinonez - International Institute of Municipal 1011.15.105.64015 32.00 Clerks Conference, March 22 -25, 2016 in Omaha, NE 2/28/2016 Double Tree - San Jose, CA A. Castro - California Democratic 2016 State Convention February 26- 1011.10.101.64015 424.72 28, 2016 in San Jose 2/29/2016 Delta Air (LAX to Omaha) Airfare M. Quinonez- International Institute of Municipal Clerks 1011.15.105.64015 264.10 Conference, March 22 -25, 2016 in Omaha, NE 2/29/2016 American Airlines (Omaha to LAX) Airfare for M. Quinonez - International Institute of Municipal Clerks 1011.15.105.64015 189.60 Conference, March 22 -25, 2016 in Omaha, NE 3/4/2016 Spring Hill Suites Marriott Lodging Credit for M. Santillan -Beas - California State Assembly 1011.10.101.64015 (348.28) Swearing-in Ceremony of March 7, 2016 3/3/2016 Monte Carlo Los Vegas - Hotel Balance G. Camacho - Government Investment Officers Association Conference, 1011.20.110.64015 174.72 March 23 -25, 2016 in Las Vegas, NV 3/3/2016 Monte Carlo Los Vegas - Hotel Balance S. Harding - Government Investment Officers Association Conference, 1011.20.110.64015 174.72 March 23 -25, 2016 in Las Vegas, NV 3/4/2016 Spring Hill Suites Marriott Lodging for M. Santillan -Beas - California State Assembly Swearing -In 1011.10.101.64015 169.00 Ceremony of March 7, 2016 313/2016 Southwest Air Lines (LAX to Sacramento) Airfare M. Santillan -Beas - California State Assembly Swearing -In 1011.10.101.64015 131.00 Ceremony of March 7, 2016 3/8/2016 Spring Hill Suites Marriott Lodging for M. Santillan -Beas - California State Assembly Swearing -In 1011.10.101.64015 0.01 Ceremony of March 7, 2016 3/912016 Resort At Squaw Creek Olympic Valley Lodging for G. Camacho - California Municipal Treasurers Association 1011.20.110.64015 279.00 Conference, April 13 -15, 2016 in Lake Tahoe, NV 3/9/2016 Resort At Squaw Creek Olympic Valley Lodging for S. Harding - California Municipal Treasurers Association 1011.20.110.64015 279.00 Conference, April 13 -15, 2016 in Lake Tahoe, NV CAL -CARD PURCHASE SUMMARY MARCH 2016 STATEMENT DELANIA WHITAKER Date Transaction Description 3/18/2016 GoDaddy.com Water Billing On -Line Payment Protection Service for 2 Years 1011.65.290.64399 262.49 6051.65.290.64399 262.49 3/2112016 American Airlines - Round Trip LAX/Reno G. Camacho - California Municipal Treasurers Association Conference, 1011.20.110.64015 186.20 A ril 13 -15, 2016 in Lake Tahoe, NV 3/2112016 American Airlines - Round Trip LAX/Reno S. Harding - California Municipal Treasurers Association Conference, 1011.20.110.64015 186.20 A ril 13 -15, 2016 in Lake Tahoe, NV 313112016 Airport Minibus G. Camacho - California Municipal Treasurers Association Conference 1011.20.110.64015 49.00 Trans ortation from tel to Airport on April 15, 2016 4/1/2016 VAST Conference Conference Call Services - Culver City, La Habra, Bellflower, Northridge, 1011.10.101.64399 1.96 CA 414/2016 VAST Conference Conference Call Services - Sacramento, Azusa, Bellflower, Alhambra, 1011.10.101.64399 1.37 CA 4111/2016 Datacheck Employee Back Ground Checks for March 2016 1011.35.330.62015 116.00 q�F zYH4' AGENDA STAFF REPORT 0004; DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager AM— PREPARED BY: Erika Ramirez, Interim Director of Development, Compliance And Enforcement Services 60a-- SUBJECT: American Tower Lease Amendment - 5107 Josephine St. 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 MAYOR TO EXTEND THE LAND LEASE AGREEMENT THROUGH AUGUST 31, 2054 WITH AMERICAN TOWER TO MANAGE THE VERIZON WIRELESS FACILITY AT 5107 JOSEPHINE STREET IN THE CITY OF LYNWOOD." Background: On August 5, 2008 a resolution was adopted by the City Council approving an agreement with Verizon Wireless for the construction of a permanent facility at Ham Park. The wireless facility consists of four (4) panel antennas, three (3) sectors, and a total of (12) antennae. A 76 foot high mono -pine is installed that camouflages as a pine tree. The site is protected by a twelve (12) foot high wrought iron fence and steel mesh decking lids and 16" by 16" block pilasters with anti - graffiti painting. The City's General fund receives annual rent in the amount of $29,974.98 with a yearly increase of three percent (3 %) unless such escalations are less than the Consumer Price Index. American Tower and Verizon entered into a management agreement and a master prepaid lease on March 27, 2015. This resulted in American Tower subleasing, managing, operating and maintaining, as applicable, the 'lease premises. The Department of Development, Compliance and Enforcement Services was contacted by American Tower who is now managing the Verizon Wireless ITEM 15 Facility. The current lease agreement will expire in 2024. American Tower is undergoing the process of marketing the facility in efforts to bring in additional tenants by way of amending or extending their lease. Discussion & Analysis: In an effort to market the Facility to attract additional tenants, American Tower is seeking to extend the term of the existing lease with the City, presenting the following options to extend the Agreement: • Option 0 Do nothing and keep lease as is. This alternative was analyzed by RSG to provide a baseline comparison to the three options presented by American Tower. • Option 1 Pay the City one lump sum payment of $503,860 in exchange for a perpetual easement; • Option 2 Pay the City 120 monthly installments of $5,440 (totaling $652,800) in exchange for a perpetual easement; or • Option 3 Extend the current Agreement by 20 to 30 years, continuing the 3% annual rent escalation. As proposed, a perpetual easement differs from a lease in that it would provide American Tower a 99 year right to use the property rather than a fixed term lease with the right to occupy the property. Typically, the longer duration of a "perpetual" easement comes with it financial incentives in exchange for the longer term. Under the City Manager's purchasing authority limit, RSG, Inc. was contracted to review American Tower's three proposed options for extending the City of Lynwood's land lease agreement with Verizon Communications, Inc. regarding the wireless facility located in Yvonne Burke -John D. Ham Park. RSG, Inc.'s analysis took into account the present value benefit of the various options to provide a way to compare the financial terms that vary in amount and duration. For context, RSG, Inc. estimates that the current Agreement yields the City $524,044 over the remaining term. Ultimately, which of the three options is most beneficial to the City should include the potential use(s) of the lease proceeds (or proceeds from the perpetual easement payment). Based on analysis of the three options, RSG, Inc. determined that Option 3 (extension of the existing lease) maybe yields the most present value benefit to the City because it generates approximately $100,000 of additional revenues paid out over the next 20 to 30 years. RSG estimate that the present value of the lease agreement extension by 20 years under Option 3 is $604,453, which presumes that Verizon exercises all five renewals in the proposed extension. Verizon's performance, and by extension the financial benefits to the City, is likely under present conditions, but not guaranteed. Because Option 1 provides for more immediate payment of funds, albeit at somewhat less favorable terms, the City may prefer this alternative attractive despite the lower fiscal benefits because of the potential use of receiving a lump - sum payment of $503,860 immediately. Option 2 is somewhat of a hybrid of the other two alternatives in that it creates a perpetual easement in lieu of a lease arrangement, but spreads payments to the City over 120 months. We estimate that Option 2 yields the City $564,024. The proposed rent schedule is as follows: RENT SCHEDULE EXAMPLE ANNUAL ANNUAL AMOUNT OF RENT PAID THROUGH YEAR RENT ESCALATOR YEAR Please note a detailed memorandum outlining RSG, Inc.'s analysis is available in the City Manager's Office. Fiscal Impact: The City would receive an additional $2,344,287.16 between 2024 and 2054. Attachments: Resolution 2008.138 Original Land Lease Agreement The First Amendment to Lease Agreement RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AUTHORIZING THE MAYOR TO EXTEND THE LAND LEASE AGREEMENT THROUGH AUGUST 31, 2054 WITH AMERICAN TOWER TO MANAGE THE VERIZON WIRELESS FACILITY AT 5107 JOSEPHINE STREET IN THE CITY OF LYNWOOD WHEREAS, the City Council of the City of Lynwood adopted Resolution No. 2008.138 on August 5, 2008 and entered into an agreement with Verizon Wireless to construct a permanent wireless facility at Ham Park and receive an annual rent in the amount of $29,974.98 with a yearly increase of three percent (3 %) with a expiration date of August 31, 2024; and WHEREAS, American Tower entered into a management agreement and a master prepaid lease with Verizon Wireless on March 27, 2015. Effective said date, American Tower subleases, manages, operates and maintains, as applicable, the lease premises; and WHEREAS, American Tower is undergoing the process of marketing the tower to bring additional tenants; and has presented the City of Lynwood three options for consideration by way of land lease agreement extension; and WHEREAS, option 3- a 30 year land lease agreement extension will result in the amount of $2,620,118.37 (with a 3% escalation rate) paid to the City in rent by the year 2054; and WHEREAS, the land lease agreement extension will create steady and secure revenue for the City of Lynwood. 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 of the City of Lynwood approves and authorizes the Mayor or designee to select option 3 and extend the executed land lease agreement with American Tower as identified in the Memorandum of Lease. Such agreement is extended through August 31, 2054. Section 2. That the City will continue to receive an annual rent increase by an amount equal to the three percent (3 %) of the annual paid during the immediately preceding year. Section 3. That the Mayor is hereby authorized to extend the executed agreement between the City of Lynwood and American Tower. Section 4. This resolution shall take effect immediately upon its adoption. Section 5. The City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED and ADOPTED this 7th day of June, 2016. Edwin Hernandez Mayor ATTEST: Maria Quin6nez City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: David A. Garcia City Attorney J. Arnoldo Beltran City Manager 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of , and passed by the following vote: AYES: NOES: 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 forgoing 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 Maria Quinonez City Clerk, City of Lynwood RESOLUTION NO. 2008.138 A RESOLUTION -OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING AN AGREEMENT WITH VERIZON WIRELESS FOR THE CONSTRUCTION OF A PERMANENT FACILITY AT HAM PARK WHEREAS, the City of Lynwood is a public body, corporate and politic, established as a General law City and is govemed by an elected body of five council members; and WHEREAS, Verizon Wireless, located at 15505 Sand Canyon Avenue, Irvine, CA 92618 has requested a permanent facility agreement to use a portion of the proposed Ham Park project site for the location of four (4) panel antennas, three (3) sectors, and a total of 12 antenna, as well as a 76 foot high mono -pine will be installed and other equipment necessary for the operation of a temporary communications facility on the premises; and WHEREAS, the City Council had initially approved a temporary facility agreement with Verizon on November 2006, with an expiration date of November 2007; and WHEREAS, this agreement was subsequently renewed for a period of six months, and expiring on April 30, 2008; WHEREAS, Verizon Wireless shall have the right to place, operate, repair, maintain, and replace the equipment on the premises throughout the term of the lease and to remove all or any portion of the equipment at any time during the term; and WHEREAS, the term of the lease shall be renewed every five (5) years for two additional five (5) year consecutive terms, unless Verizon Wireless gives the City of Lynwood notice of its intent to terminate the agreement prior to the expiration date: ' NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Lynwood hereby finds, orders and resolves as follows: Section 1. The City Council of the City of Lynwood hereby authorizes the Mayor of the City of Lynwood to execute a Permanent Facility Agreement with Verizon Wireless on that property located within the Ham Park Replacement Project Area, and identified in the attached Exhibit 1. Section 2. That this Resolution becomes effective upon adoption. PASSED, APPROVED AND ADOPTED this 5"' day of August 2008. Maria T. Santillan, Mayor ATTEST: — Nlifl�uLii���y ria L. Quinonez, City Clerk ✓ Roger L. H ey, City Manager APPROVED AS TO FORM: Fred Galante, City Attorney APPROVED AS TO CONTENT: tl�� W'l� Joyjathan Colin, Director Development Services Department STATE OF CALIFORNIA ) )SS. COUNTY OF LOS ANGELES ) I, the undersigned, .City'Q1erk of .the City of Ly woo , do hereby certify that the foregoing Resolution was passed and adopted by tt}ie dgency at its regular meeting held on the 5`h day of August, 2008. AYES:. COUNCIL:MLMBIM -. FLORES, MORTON, RODRIGUEZ AND SANTILLAN NOES: NONE ABSENT: NONE ABSTAIN: CAS.TRO . i aria Quinonez, ecretary STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, Ci.ty.C7erC_ of.the -City of Lynwood do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2008.13;8 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 5u' day of August, 2008 r � Maria Quinonez, Secretary SITE NAME: Lynwood Gardens SITE NUMBER: 74B96 -0 ATTY /DATE: RRY/7.08 LAND LEASE AGREEMENT This Land Lease Agreement ( "Agreement"), made this 5t' day of August, 2008, between the City of Lynwood, a California general law city and municipal corporation with its principal offices located at 11330 Bullis Road, Lynwood, CA 90262, hereinafter designated LESSOR; and Los Angeles SMSA Limited Partnership, d /b /a Verizon Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866 - 862 - 4404), hereinafter designated LESSEE. LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party'. RECITALS This Agreement is entered into based upon the following facts, circumstances and understandings: A. On March 1, 1994, LESSEE entered into a Building Lease Agreement with Christ New Testament Baptist Church of Los Angeles ("CNTB"), ), to locate a wireless antenna facility at CNTB's property at 11822 Atlantic Avenue, in the City of 4ynwood. On June 15, 1994, LESSEE and CNTB entered into that Lease Modification to the Building Lease Agreement dated June 15, 1994. The Building Lease Agreement, as amended, is hereinafter referred to as the "Original Lease," and identified by LESSEE as Contract #NG34894. B. LESSOR became the successor in interest to CNTB when it acquired the property at 11822 Atlantic Avenue. On November 1, 2006, LESSOR entered into a Temporary Facility Agreement with LESSEE in which LESSOR granted to LESSEE a license to temporarily locate its wireless antenna facility on LESSOR owned land. Effective November 1, 2007, LESSOR and LESSEE entered into another Temporary Facility Agreement (LESSEE Contract #NG74896) to extend the term of the aforementioned license, and which is scheduled to expire on October 31, 2008. C. LESSOR and LESSEE now desire to enter into this Agreement to replace the Temporary Facility Agreement and Original Lease that are currently in effect. The new location for LESSEE's communications facility is that certain real property legally described in Exhibit "A" attached hereto and commonly known as 5107 Josephine Street, Lynwood, CA 90262, Assessor's Parcel Number 6189 -019 -902 ( "Property"). LESSEE desires to lease, for the operation of a wireless communication facility, a portion of the Property including easements described and depicted herein for LESSEE's access and utilities to the leased area as described in this Agreement. LESSOR represents and warrants that it has the authority to grant the rights set forth herein and that has full rights of ingress to and egress from the Property from a public roadway. D. LESSEE desires to construct and operate a wireless communications site at the Premises (as defined below). Specifically, LESSEE desires to construct a seventy -six (76) foot high mono -pine with a brown tree trunk and green branches, and to install wireless communications devices onto the same, as described herein. E. Pursuant to the terms and conditions set forth below, LESSOR is willing to lease the area described to LESSEE for LESSEE's proposed use subject to the terms and conditions of this Agreement. \6355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74898 -0 ATTY /DATE: RRY 18.08 F. Nothing herein shall affect LESSOR's ownership or control of the Property, which is in the process of being developed into a public park, known as Ham Park. LESSEE acknowledges that the precise location of the portion of Ham Park where its wireless communication facility is being relocated may be redeveloped, and LESSEE may be required to move its facility one time, the cost of which will be borne by Lessee or shared between the Parties as described herein. AGREEMENT PREMISES. a. Location. LESSOR hereby leases to LESSEE a portion of the Property containing approximately two thousand two hundred ten (2,210) square feet (the "Land Space "), together with the non - exclusive right (the "Rights of Way ") for ingress and egress, seven (7) days a week twenty -four (24) hours a day, on foot or motor vehicle, including trucks over or along a twelve (12) foot wide right -of -way extending from the nearest public right -of -way, Josephine Street, to the Land Space, and for the installation and maintenance of utility wires, cables, conduits, and pipes over, under, or along one or more rights of way from the Land Space, said Land Space and Rights of Way (hereinafter collectively referred to as the "Premises ") being substantially as described herein in Exhibit "B" attached hereto and made a part hereof. LESSOR also grants to LESSEE an aerial easement beyond the Land Space and above those portions of the Property over which the antennas, related appurtenances, and branches of LESSEE's proposed mono -pine may extend. In the event any public utility is unable to use the Rights of Way, LESSOR hereby agrees to grant an additional right of way either to LESSEE or to the public utility; provided however, that LESSOR shall not be entitled to additional consideration in connection with granting such additional right of way. b. Use of Land Space. LESSEE's permitted use of the Land Space includes the installation and maintenance of its utility wires, one mono -pine antenna structure, cables, conduits, and pipes (collectively "LESSEE's Facilities "), as described in paragraph (a), above, and the use of the Premises is limited to such purpose. Further, LESSEE may perform repairs, and replacement of LESSEE's Facilities as necessary and appropriate for its ongoing business and has the right to do all work necessary to prepare, modify and maintain the Premises to accommodate LESSEE's Facilities and as required for LESSEE's communications operations at the Premises. LESSEE shall provide prior notice to the LESSOR of all activities at the Property. All such activities shall be subject to LESSOR's prior approval, and /or LESSOR's permit process, which approval shall not be unreasonably conditioned, withheld or delayed; provided however, that LESSOR's prior approval shall not be required for equipment repairs or equipment replacements with equipment that is of a "like kind" or substantially similar in nature. LESSEE shall also comply with those certain restrictions ( "Restrictions ") contained in Exhibit "D," attached hereto and made a part hereof. In connection with constructing LESSEE's Facilities, LESSEE shall also install that certain landscaping ( "Landscaping ") outside of the Land Space, as described and depicted on Exhibit "B." Upon installation of the Landscaping, and acceptance by LESSOR as complying with Exhibit "B," which LESSOR shall not unreasonably withhold, LESSOR shall be responsible for the maintenance and replacement of the Landscaping, at LESSOR's sole cost and expense. _e6 16355877.4 2 SITE NAME: Lynwood Gardens SITE NUMBER: 74898 -0 ATTY /DATE: RRY 18.08 C. Access to Land Space. Throughout the Term and any Renewal Term (as each are defined below) of this Agreement, LESSEE shall have the right of access without escort to the Land Space for its employees, contractors and agents during park hours as established by LESSOR. In the event that LESSEE seeks to access the Premises at any other time, LESSEE shall obtain prior approval from LESSOR, which approval shall not be unreasonably delayed, withheld or conditioned. In accessing the Land Space, LESSEE agrees to cooperate with any reasonable security procedures established by LESSOR in writing with respect to the Property, and of which LESSEE receives prior written notice, and further agrees not to unreasonably disturb or interfere with the surrounding residences or with the business or other activities of LESSOR or of other tenants or occupants of the Property. LESSOR shall maintain all existing access roadways or driveways extending from the nearest public roadway to the Premises in a manner sufficient to allow for LESSEE's access to the Premises. LESSOR shall be responsible for maintaining and repairing such roadways and driveways except for any damage caused by LESSEE's use of such roadways or driveways. If LESSEE causes any such damage, LESSEE shall promptly repair the same at its sole expense, subject to Paragraph 10 below. d. Third Parties. LESSEE agrees that any contractors and subcontractors performing work at the Property on behalf of LESSEE shall be required to maintain the insurance required under Paragraph 10 below, and shall include LESSOR as an additional insured on such contractor's or subcontractor's liability policies. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey shall then become Exhibit "C," which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "B ". Cost for such work shall be borne by LESSEE. 3. TERM: RENTAL. a. This Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the first day of the month after this Agreement is fully executed "Commencement Date," at which time rental payments shall commence and be due at a total annual rental of Twenty -Nine Thousand Nine Hundred Seventy -Four and 98/100 Dollars ($29,974.98) to be paid in equal monthly installments on the first day of the month, in advance, to LESSOR, or to such other person, firm or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 23 below. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. b. If requested by LESSEE, LESSOR shall provide to LESSEE documentation evidencing LESSOR's interest in, and right to receive payments under, this Agreement, including: (i) documentation evidencing LESSOR's 'good and sufficient title to and /or interest in the Property and right to receive rental payments and other benefits hereunder; and (ii) a complete and fully executed Internal Revenue Service Form W -9, or equivalent, in a form acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement. 16355877.4 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY17.08 C. Upon the completion of construction of LESSEE's Facilities, the Temporary Facility Agreement and Original Lease (collectively, "Terminated Agreements ") shall both automatically terminate and be of no further force or effect. LESSOR and LESSEE acknowledge that notwithstanding the termination of the Terminated Agreements and the commencement of this Agreement, LESSEE may continue to make, and LESSOR may continue to receive, rental and other payments pursuant to the Terminated Agreements. In such event, any rental or other payments made pursuant to the Terminated Agreements after their termination shall be applied and credited against any rentals or other payments due under this Agreement. 4. EXTENSIONS. This Agreement shall automatically be extended for two (2) additional five (5) year terms (each, a "Renewal Term ") unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 5. RENTAL INCREASES. Commencing on the first annual anniversary of the Commencement Date and on each annual anniversary thereafter, annual rent shall increase by an amount equal to three percent (3 %) of the annual paid during the immediately preceding year. 6. ADDITIONAL EXTENSIONS. If, at the end of the second (2nd) Renewal Term, this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three (3) months prior to the end of such term. The initial term and all Renewal Terms shall be collectively referred to herein as the'Term." 7. TAXES. LESSEE shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the result of LESSEE's use of the Premises and /or the installation, maintenance, and operation of LESSEE's improvements, and any sales tax imposed on the rent (except to the extent that LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Property which LESSOR demonstrates arises from LESSEE's improvements and /or LESSEE's use of the Premises. LESSOR and LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable for any portion of LESSOR's income taxes in connection with any Property or otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set 16355877.3 4 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY/7.08 forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or repayment received by LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this Paragraph, LESSOR will pursue such dispute at LESSEE's sole cost and expense upon written request of LESSEE. 8. USE7 GOVERNMENTAL APPROVALS. LESSEE's Facilities and all activities related thereto shall comply with the approvals obtained from LESSOR (See Conditional Use Permit No. 2008 -02, as may be amended.). A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the access easement). All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation' shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and /or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals') that may be required by any Federal,, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals. In the event that (1) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that any soil boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for its use, or (vi) LESSEE, in its sole discretion, determines that it will be unable to use the Premises for its intended purposes, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid or owed by LESSEE shall be retained by LESSOR until all of LESSEE's Facilities are removed and the Property is restored to its original condition, as described in Paragraph 13 below. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other hereunder. Otherwise, LESSEE shall have no further obligations for the payment of rent to LESSOR. 9. INDEMNIFICATION. a. Subject to Paragraph 10 below, LESSEE hereby agrees to indemnify and hold LESSOR and LESSOR's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) and injuries (including personal injuries or death) to the extent arising from or in connection with LESSEE's use, operation, maintenance or repair of LESSEE's Facilities at the Premises or access over the Property, LESSEE's due diligence activities at the Property, pre- construction activities at the Property, or LESSEE's shared use of LESSOR's easements for access to the Premises, except \6355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY17.08 to the extent resulting from the negligence or willful misconduct of LESSOR or LESSOR's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. b. The indemnity provision of this Paragraph shall survive the termination, cancellation or expiration of this Agreement. 10. INSURANCE. LESSEE shall maintain the following insurance: (1) Commercial General Liability with limits of Two Million Dollars ($2,000,000.00) per occurrence, (2) Automobile Liability with a combined single limit of Two Million Dollars ($2,000,000.00) per accident, (3) Workers Compensation as required by law, and (4) Employer's Liability with limits of Two Million Dollars ($2,000,000.00) per occurrence. LESSOR shall be included as an additional insured in LESSEE's general liability insurance policies required hereunder. LESSOR, at LESSOR's sole cost and expense, shall procure and maintain on the Property, bodily injury and property damage insurance with a combined single limit of at least Two Million Dollars ($2,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against liability of LESSOR, its employees and agents arising out of or in connection with LESSOR's use, occupancy and maintenance of the Property. 11. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the Commencement Date provided that three (3) months prior notice is given to LESSOR. 12. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after- installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LESSEE's option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR agrees that LESSOR and /or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, iniunctive relief and specific performance. 13. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear excepted. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 32 16355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRYl7.08 below). If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 14. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Paragraph 13 herein, unless the Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds over in violation of Paragraph 13 and this Paragraph 14, then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 13 shall be increased to one hundred ten percent (110 %) of the rent applicable during the month immediately preceding such expiration or earlier termination. 15. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term (i) to sell or otherwise transfer all or any portion of the Property, whether separately or as part of a larger parcel of which the Property is a part, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may sell or grant the easement or interest in the Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, shall not be considered a sale of the Property for which LESSEE has any right of first refusal. 16. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns this Agreement to said third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for the full performance of this Agreement. 17. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 18. TITLE_ LESSOR represents and warrants to LESSEE as of the execution date of this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this \6355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATfY /DATE RRY17.08 Agreement. LESSOR further covenants during the Term that there are no liens, judgments or impediments of title on the Property, or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set forth above. 19. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LESSOR. or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties or in a written acknowledgment in the case provided in Paragraph 3. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 20. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State of California, and venue shall be in the County of Los Angeles. If any dispute is litigated, the prevailing Party in any legal action arising hereunder shall be entitled to its reasonable attorneys' fees and court costs 21. ASSIGNMENT. This Agreement may be sold, assigned or transferred by LESSEE without any approval or consent of LESSOR to LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder. LESSEE may sublet the Premises within its sole discretion, upon notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. 22. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Roger L. Haley \6355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY/7.08 With a copy to: City Attorney Aleshire & Wynder, LLP 18881 Von Karman Avenue Tower 17, Suite 400 Irvine, CA 92612 LESSEE: Los Angeles SMSA Limited Partnership, d /b /a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 23. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 24. SUBORDINATION AND NON- DISTURBANCE. LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non - Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a "Mortgage ") by LESSOR which from time to time may encumber all or part of the Property or right -of -way; provided, however, as 'a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non - disturbance and attornment agreement in the form reasonably satisfactory to LESSEE, and containing the terms described below (the "Non- Disturbance Agreement "), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. The Non - Disturbance Agreement shall include the encumbering party's ( "Lender's ") agreement that, if Lender or its successor -in- interest or any purchaser of Lenders or its successors interest (a "Purchaser') acquires an ownership interest in the Property, Lender or such successor -in- interest or Purchaser will (1) honor all of the terms of this Agreement, (2) fulfill LESSOR's obligations under this Agreement, and (3) promptly cure all of the then - existing LESSOR defaults under this Agreement. Such Non - Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and /or its participants and on all Purchasers. In return for such Non - Disturbance Agreement, LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that this Agreement is subordinate to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the payment and /or other performance of any mortgage or other real property interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults. 16355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74B96 -0 ATTY /DATE: RRY17.08 25. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 26. DEFAULT. a. In the event there is a breach by LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non - monetary breach, provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LESSOR with respect to any of the provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSEE may not maintain any action or effect any remedies for default against LESSOR unless and until LESSOR has failed to cure the breach within the time periods provided in this Paragraph. I Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by LESSOR if the failure to perform such an obligation interferes with LESSEE's ability to conduct its business on the Property; provided, however, that if the nature of LESSOR's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 27. REMEDIES. Upon a default, the non - defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non - defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non - defaulting Party in the exercise of any right or remedy which the non - defaulting Party may have by reason of such default, the non - defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non - defaulting Party under the Laws or judicial decisions of the state in which the Premises are located. 28. ENVIRONMENTAL. LESSEE agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of applicable laws. LESSOR represents, warrants and agrees (1) that neither LESSOR nor, to \6355877.3 10 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY/7.08 LESSOR's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (defined below) on, under, about or within the Property, and (2) that LESSOR will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of applicable law. LESSOR and LESSEE each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) to the extent arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean any petroleum, petroleum product, asbestos, or any substance known by the state in which the Property is located to cause cancer and /or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. This Paragraph shall survive the termination of this Agreement. This Paragraph shall not apply to the use of a diesel powered generator used in cases of emergencies. 29. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty -five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty -five (45) days, then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LESSEE's use of the Premises is impaired. 30. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. In any condemnation proceeding each Party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law. If as a result of a partial condemnation of the Premises or Property, LESSEE, in LESSEE's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty - five (45) days, LESSEE may, at LESSEE's option, to be exercised in writing within fifteen (15) days after LESSEE receives notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the 16355877.3 11 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY/7.08 Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. 31. SUBMISSION OF AGREEMENT; PARTIAL INVALIDITY' AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 32. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively "Laws "). LESSEE shall, in respect to the condition of the Premises and at LESSEE's sole cost and expense, comply with (a) all Laws relating solely to LESSEE's specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. 33. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 34. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 35. RELOCATION OF FACILITIES. Subject to the other provisions of this Agreement, in the event LESSOR, after the expiration of the first Renewal Term, desires to redevelop, modify, remodel or in any way alter the Property and /or any improvements thereon, ( "Redevelopment "), LESSOR shall in good faith use its best efforts to fully accommodate LESSEE's continuing use of the Premises. Should any proposed Redevelopment necessitate the relocation of LESSEE's Facilities, LESSEE shall relocate or make the necessary alternations, provided however that Lessor has provided Lessee with no less than twenty -four (24) months prior written notice of Lessor's proposed Redevelopment. In the event that LESSOR is unable to provide LESSEE with the advance notice described in the foregoing sentence, LESSEE shall be permitted to place a temporary facility at the Property until such time as the LESSEE's Facilities are relocated or LESSEE is able to construct a new facility at an alternate site. If LESSEE, in its sole discretion, can not relocate to a location on the Property or other suitable location within the immediate vicinity which is technologically and operationally feasible, LESSEE may terminate this Agreement with thirty (30) days written notice to LESSOR. In the event that LESSOR requires that Lessee's Facilities be relocated as provided hereunder, the expense related to the relocation shall be divided evenly between 16355877.3 12 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY17.08 LESSOR and LESSEE, with each Party bearing responsibility for one -half of all relocation costs. IN WITNESS WHEREOF, the Parties hereto have set their hands the day and year first above written. LESSOR: City of Lynwood By: Z Gz�'tGc% �' Cry, L�7c i7� Mara Teresa Santillan, Mayor Date: Approved as to form: C� J fl- c, a" 4;�L- ,City Attorney LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership d /b /a Verizon Wireless By: AirTouch Cellular, its General Partner Nar4ff. Walter Lf-^ns, Jr. Its: Area Vice; President Network Date: 16355877.3 13 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY77.08 Exhibit "A" (Legal description of P(operty) ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF LOS ANmH4 STATE OF CALIFORNIA, DESMEED AS FOLLOWS: ALL OF LOTS 19 AND 27, AND THOSE PORTIONS OF LOTS 17, 18, 26, 33 AND 34 OF TRACT NO. 6577, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES. STATE CF CAUFORMA, AS PER MAP RECORDED IN EIOCIC 74, PAGE(S) 38 OF MAPS. IN THE aTa OF THE COUNTY RECORDER OF SAID COUNTY. INCLUDED YATHN THE FOLLOWING DESCRIBED UNES: EENNING AT THE SOUTHMSTERLY CORNER OF SAID LOT 19; THENCE ALONG THE VESTERLY.UNES CF SAD LOTS 19, 18 AND 17, NORTH 18'58'02' EAST 7427 FEET. THENCE SOUTH 6505'00' EAST 239.27 FEET TO A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HA'JR1! A RADIUS OF 4675,C0 FEET; TI-IEIICE SOUTHEASTERLY ALM SAID CURVE, THROUGH AN ANGLE OF 03WOO' AN ARC DISTANCE OF 255.25 FEET, THENCE SOUTH STOS'OO' EAST 39.75 FEET TO A POINT IN THE EASTERLY LK flF SAID LOT 34, DISTANT ALONG SAD EASTERLY LINE NORTH 1858'24' EAST 10,65 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 341 THENCE ALONG SAID EASTERLY LINE SOUTH 18'58'24' WEST 10,65 FEET TO SAID SOUTHEASTERLY CORNER: THENCE ALONG THE SOUTHERLY LINES OF SAID LOTS 34 AND 27 AND THE WESTERLY PROLONGATION OF THE SOUTHERLY ONE OF SAID LOT 27, NORTH 70'58'58' VAE T 354.24 FEET TO THE CENTER LONE OF \IRQNIA AVENUE, 50 FEET WIDE, AS SHO14N ON MAP OF SAID TRACT NO. 6577, AND THE EASTERLY PROLONGATION OF TFIE SOUTHERLY SAID LOT 19, VENCE ALONG SAID EASTERLY PROLONGATION AND THE SOUTHERLY LIFE OF SAD LOT 19. NCRTIi 70'5992' WEST 185,08 FEET TO THE POINT OF BEGINNING. 6189 -019 -902 \6355877.3 SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE RRY17.08 Exhibit "B" (Sketch of Premises within Property) \6355877.3 —�j 5 d0 E •Im1" Lma woa w rc uxa �m xma wlwm Nb�d lIS I -nut lam � Flb'V) 'O:0lf1Al � 13atlla alUHRmx'!aN 10fQI ]IA i sNaaaV9 a�MN.�7 l m1Y-IYL-W •XY! �, aiNiWFYL •T!1 Li91 Y] �1PSb` J illll � °• taM AYM :4ladlalla 011fi ',. '�NI- mlmillHatlV �� O I wauamsi Fn amL -sac Mp��qu aa>. w nnl Yaru'Fx a oxmlm 3AY NI.VWJ mYa a�991 . SSd�2JfA1,�faA •araa� ` a.m n xxm rol,fman IOi �SM1Y gAYLLV Cn >3saia,IM 8UOIS aKNiY Latb �-b A maw lvdFe a+uia mxawF AVm m-nn a wxua aaae IGCIALI Lattl wldcmlacwn �watw rues 5 3M N 'GMI YLfL.ulca! AYI tOY 3MMTY NY A Rry1WY1J lau axmnam � ...••". •.• am au n 101 mY' Howe am omx LM9aMi tea! S$3lUIM maw aumoaim mA raFvaltl maaanla J1°'"a'lNOZR5A M914 am ma macroanvn® ��\ LdYO11A1f FmelA mll[�®a�l"wml Oa 'GadLL1 pill) %MI m mwlltlu aw ueuon _ ) ID BIHLM i of lawl QYm [NXAF"11m1 'lYtaWNQ Y W� a m I \�\ \, �'4. 1 �I KM A•.M3WIt1Q � x F '9\ - „"\ '}N� �\ ..•........`.... /cY� an.umaw anua+OO F xFi.�b \ice` a \ 1= .owl an nrolaanaluLV Qx /a 'tm'awn) nw lei l- •av Iw uL sma. m Loon auea lua C xn mvL Y'sa aumlax�cvwalommn wl Q° �.x. ��e��•- (((ry���\ wLmllal an» Aimin�MViinmURd(D j;_ @% - \ b \`� ap13S (i) MIIn1M TMd (Y) OAID4M IIffi516TI O - N.xi7' dkn ` + Yf/rWK aFlGla© w\ H 1 m\ �••.... YiY10.YA Rt1AlIM 1W�11a1 mxN mlYD1 +.�'�:Y. - .� � \ aid llmdaamJ'ma alal%m A'I %iFYb n w' =Y.;.: a lq l "b- murw MrL'w mw rom+mlwx mtram a �l:.yi� "' ``\ f � amALarom miam wa ecmw lo�Ala1� I P, ffi+vna a u mmmm moL lung! VI MmIKIJImI111d1V1 >avmwmva+laa© / � _ ,�uy/ �•�� / �� xYF is AFaB14TY XO d�q. U �l ImmFlm+mr cn aFam iwwwulun f.� zemlmmLlmWIMMAammWama . wlOO 96 ; Ld12MntE "IC4A xm�WnN(IH Uola lod pmmdy edoFV o irme x1.1 xw / �. mWYi iN"gW 10N NiamM loN6l lmFO ��` un alrm+aai nraoml nn a x aal w wcFx roman as QY mm JLN Q r vxammwyrlma of mm vm• mn'1!'w w c acmes cAan lal O ®® � �mdmuaww FUgwlw nEL,1. 1 1(x1u 1 1X3 wm wxamvvn lmmlc wa9°e mLzml Ql ioadttim umo w n eta �b xnm va%'an N`V7d 314 d3'4Vn1 i vwt Wia LR0.'YJ 'aR6NAl i Le3tlli 34IH)9T Lag SN30W DoOMNA1 amlxm p1Y -1LLi14 rtdl aeQb n � am mb A1N XMxdlNd N12 : 'vNl -�tv HnLV •L`GlLM1,m Tx OSL -� (Wp�3rqu auiv�r A al1a1lw W M4M A!A 9A91 C a a I a J I M InnNA11VN �-b [1 1(FI6iY A'LMt bY� 11 KRYaILnIO N a In9/,b llNw 6 xxta +Lmn v wurownwwr untw ,a% s \ wl vta m)ww'ml armlla ��� Qw - \- S9Ytntl1'aCli(O lM'Wtl 3l'H Md10 C Ltf%YIIM} %Ya1AaYS�1 N0K59, OV 3 ,( \ nwnn•lu alrvuml mn raw Tnm%unuw ommrnw ANVLCN aru'faal%b /� S -\ ,GtIDO1MaWW IIGU•?!„Y,at pgNYY.Wp, LRf.Aa9911NIVGG \IaNO '/ �.—_ 3 '\ '�' 'xu aubx�uraawd anb®rcammaly .— c' _ , _ S p r \ •nma naonrtmm�wmmlromsAd%ta�a fJ \ 'Cml1'[VI a YIgRY] NYA M A AWNaIMLT%W! naw.oa muaxwlWmax nbuoanlw0 pie' � c —\ _- �� � �.: -\ -mutwmatoAlncusdwum anm nx -i`\ s0 .. .� 4 dipAlmRe O'NtflIDil mIIO \'AYWa IY �,, ���,..., , f . a.pbuwWUOmmttamlMmtmnwl ,1, \,l aama maeAwl �^ a ^ ^ \„- �� s -... - � •f6+t aabw)wwm%r'mwa m,otvo � >I- ¢ -- / �:1 �\••, )wlam 4zl MllAm nxmxl mDGmN® ItlLLYT 1'J1'A lu rtvx M Lml W InL'IHYVI � a r. \A � 7�tl 1 d �• ' i ��� x " ua ��` r /fo wenwurx aeW�(�Ywa�xi�al�iw °� f•. , \. ^^ 1z `5. I /K ,. ` ! u Olmaa a4 %am »n xmo nxeaNVSa �° $'���r X4'0 1 '. � '1 � / m%ortu l'am a%Pacan eamal)mmwTM� Qu 0 n ! / P 'eYd,lU«'feN',AWOx vemnd maaww�® ` 1 ^` �V ` ` NP�ml9M YJ1G.NA GBaO11n1Yft5lBIO •. { .�, f ^`� !�� !�/ `, y! auvm ma.u�Nmn"Pfm+��r lel mw 1 , wawml xrn vu ven lmrnmluW tilrovi mtwAwo ( � {`' !t, 1. Q ! � •mnlaaxe ®aomn Xat rvn+a% �_.J � , E wltmww.v lv tao m'una luw�e- w..11w �o v .�� � � a�6rAVrpa�ma mce vamwlmwnla wan a+sm ` \�. / tW mIC NIMTAaI N%%LaWI MMA aBRA1 m01n1mN0 ` `� `•. �; 1 � �J .,. \ uenoslmm}xxalW WxuIDIM �I�uI QQ ' 1% / , ' l 1 YfA'Flil'W'W L¢'d V0'fi1M m141A 10 C "`• - �\\\� �. .' \ •` V L �`` \� 'INLIC11MMMi15UV1191 O V l YW ^ � 6Y$61 /fi % Kibd MR®t AiIY�A ®gLGY 1 i is 1181 F9" SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATrY/DATE: RRY/7.08 Exhibit "C" (Survey of Premises and Property) \6355877.3 I ZZ DOUNDARVDETAIL BCALE:1" =40' 'v% APN:6189. 019 -902 y TRACT NO. 6577 LOT 27 c POR 107 �. RA��.m _ $� Per A ✓Y pRAP�C 9CAG8 Isrnt ` \� \SnVe1 uul w.iiv. \ \ na« P rnvai ` \` m�'rvriu�xww� AA ®_ ®iu imenr v ipum m n e 0! luuir Hof Mw m R Rv�Mr[�f wn rmin.+xwolvACmm•n ® Yeast Aw:mK ICPL�Y�RIY��a �y_� m°"uav sa binumrtvmrn W 1 r o I O!] !MI A11AlTA AYME A'DI NYNIMq Y SAW C\ 00N IS`AS SNA MM M BYlpF. b'Irt ilCal F110xF Hp)1l8 -A00 AIE RlU!!1d! �avwnccre -Iwo. 951A piR mMY go MN ..G 9 U. 949-TL-94b FA WF99]4M LYNWOOD GARDENS RELO ]h NORS4 MN j91. a 9062 LiNIfpCC, t0. 99]61 TOPOGRAPHIC SURVEY W<Y: NR OK NUL @AN 1M1 EA1p U 11A 4 pS 41¢I MrBS 2 OF5 C —� SY�S A II" w �RaK , w MWW Sfwa same W 1 r o I O!] !MI A11AlTA AYME A'DI NYNIMq Y SAW C\ 00N IS`AS SNA MM M BYlpF. b'Irt ilCal F110xF Hp)1l8 -A00 AIE RlU!!1d! �avwnccre -Iwo. 951A piR mMY go MN ..G 9 U. 949-TL-94b FA WF99]4M LYNWOOD GARDENS RELO ]h NORS4 MN j91. a 9062 LiNIfpCC, t0. 99]61 TOPOGRAPHIC SURVEY W<Y: NR OK NUL @AN 1M1 EA1p U 11A 4 pS 41¢I MrBS 2 OF5 C —� SITE NAME: Lynwood Gardens SITE NUMBER: 74896 -0 ATTY /DATE: RRY /8.08 Exhibit "D" Restrictions The Lessee herein covenants by and for himself or himself, 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 or any person or group of persons, on account of race, color, creed, religion, sect, marital status, age, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall 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 of tenants, lessees, subtenants, sub - lessees, or vendees of the land. ,� \6355877.4 THE FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (this "Amendment) is made effective as of the latter signature date hereof (the "Effective Date ") by and between City of Lynwood, a California general law city and municipal corporation ( "Landlord") and Los Angeles SMSA Limited Partnership d /b /a Verizon Wireless ( "Tenant") (Landlord and Tenant being collectively referred to herein as the "Parties "). RECITALS WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference made a part hereof (the "Parent Parcel "); and WHEREAS, Landlord (or its predecessor -in- interest) and Tenant (or its predecessor -in- interest) entered into that certain Land Lease Agreement dated August 5, 2008 (as the same may have been amended, collectively, the "Lease'), pursuant to which the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities, all as more particularly described in the Lease (such leasehold and easement rights and interests, collectively, the "Leased Premises "), which Leased Premises are also described on Exhibit A; and WHEREAS, Tenant, Verizon Communications Inc., a Delaware corporation, and other parties identified therein, entered into a Management Agreement and a Master Prepaid Lease, both with an effective date of March 27, 2015 and both with ATC Sequoia LLC, a Delaware limited liability company ( "American Tower"), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more particularly described therein; and WHEREAS, Tenant has granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and /or file certain documents on behalf of Tenant, all as more particularly set forth in the PDA; and WHEREAS, Landlord and Tenant desire to amend the terms of the Lease to extend the term thereof and to otherwise modify the Lease as expressly provided herein. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Lease Term Extended. Notwithstanding anything to the contrary contained in this Amendment or in the Lease, the Parties agree that the Lease originally commenced on September 1, 2009. Tenant shall have the option to extend the Lease for each of six (6) additional five (5) year renewal terms (each a "New Renewal Term" and, collectively, the "New Renewal Terms "). The first New Renewal Term shall commence simultaneously with the expiration of the Lease, taking into account all existing renewal term(s) (each an "Existing Renewal Term" and, collectively, the "Existing Renewal Terms') available under the Lease. Notwithstanding anything to the contrary contained in the Lease, (a) all Existing Renewal Terms and New Renewal Terms shall automatically renew unless Tenant notifies Landlord that Tenant elects not to renew the Lease not less than sixty (60) days prior to the commencement of the next Renewal Term (as defined below) and (b) Landlord shall be able to terminate this Lease only in the event of a material default by Tenant, which default is not cured within sixty (60) days of Tenant's receipt of written notice thereof, provided, however, in the event that Tenant has diligently commenced to cure a material default within sixty (60) days of Tenant's actual receipt of notice thereof and reasonably requires additional time beyond the 60 -day cure period described herein to effect such cure, Tenant shall have such additional time as is necessary (beyond the 60 -day cure period) to effect the cure. References in this Amendment to "Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s). The Landlord hereby agrees to execute and return to Tenant an original Memorandum of Lease in the form and of the substance attached hereto as Exhibit B and by this ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA reference made apart hereof (the "Memorandum ") executed by Landlord, together with any applicable forms needed to record the Memorandum, which forms shall be supplied by Tenant to Landlord. 2. Rent and Escalation. The Parties hereby acknowledge and agree that all applicable increases and escalations to the rental payments under the Lease (the "Rent') shall continue in full force and effect through the New Renewal Term(s). Notwithstanding anything to the contrary contained in the Lease, all Rent and any other payments expressly required to be paid by Tenant to Landlord under the Lease and this Amendment shall be paid to CITY OF LYNWOOD CA. 3. Landlord and Tenant Acknowledgments. Except as modified herein, the Lease and all provisions contained therein remain in full force and effect and are hereby ratified and affirmed. The Parties hereby agree that no defaults exist under the Lease. To the extent Tenant needed consent and /or approval from Landlord for any of Tenant's activities at and uses of the site prior to the Effective Date, including subleasing to American Tower, Landlord's execution of this Amendment is and shall be considered consent to and approval of all such activities and uses and confirmation that no additional consideration is owed to Landlord for such activities and uses. Landlord hereby acknowledges and agrees that Tenant shall not need consent or approval from, or to provide notice to, Landlord for any future activities at or uses of the Leased Premises, including, without limitation, subleasing and licensing to additional customers, installing, modifying, repairing, or replacing improvements within the Leased Premises, and /or assigning all or any portion of Tenant's interest in this Lease, as modified by this Amendment. Tenant and Tenant's sublessees and customers shall have vehicular (specifically including truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7 days per week basis, together with utilities services to the Leased Premises from a public right of way. Upon request by Tenant and at Tenant's sole cost and expense, Landlord hereby agrees to promptly execute and return to Tenant building permits, zoning applications and other forms and documents, including a memorandum of lease, as required for the use of the Leased Premises by Tenant and /or Tenant's customers, licensees, and sublessees. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. 4. Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a "Third Party Competitor") or (ii) assign all or any portion of Landlord's interest in the Lease to a Third Party Competitor (any such offer, the "Offer"), Tenant shall have the right, exercisable in Tenant's sole and absolute discretion, of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty -five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenants right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA American Tower, its affiliates and subsidiaries. 5. Landlord Statements. Landlord hereby represents and warrants to Tenant that: (i) to the extent applicable, Landlord is duly organized, validly existing, and in good standing in the jurisdiction in which Landlord was organized, formed, or incorporated, as applicable, and is otherwise in good standing and authorized to transact business in each other jurisdiction in which such qualifications are required; (ii) Landlord has the full power and authority to enter into and perform its obligations under this Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of Landlord, have the authority to enter into and deliver this Amendment on behalf of Landlord; (iii) no consent, authorization, order, or approval of, or filing or registration with, any governmental authority or other person or entity is required for the execution and delivery by Landlord of this Amendment; (iv) Landlord is the sole owner of the Leased Premises and all other portions of the Parent Parcel; (v) there are no agreements, liens, encumbrances, claims, claims of lien, proceedings, or other matters (whether filed or recorded in the applicable public records or not) related to, encumbering, asserted against, threatened against, and /or pending with respect to the Leased Premises or any other portion of the Parent Parcel which do or could (now or any time in the future) adversely impact, limit, and /or impair Tenant's rights under the Lease, as amended and modified by this Amendment; and (vi) the square footage of the Leased Premises is the greater of Tenant's existing improvements on the Parent Parcel or the land area conveyed to Tenant under the Lease. The representations and warranties of Landlord made in this Section shall survive the execution and delivery of this Amendment. Landlord hereby does and agrees to indemnify Tenant for any damages, losses, costs, fees, expenses, or charges of any kind sustained or incurred by Tenant as a result of the breach of the representations and warranties made herein or if any of the representations and warranties made herein prove to be untrue. The aforementioned indemnification shall survive the execution and delivery of this Amendment. 6. Confidentiality. Notwithstanding anything to the contrary contained in the Lease or in this Amendment, Landlord agrees and acknowledges that all the terms of this Amendment and the Lease and any information furnished to Landlord by Tenant or American Tower in connection therewith shall be and remain confidential. Except with Landlord's family, attorney, accountant, broker, lender, a prospective fee simple purchaser of the Parent Parcel, or if otherwise required by law, Landlord shall not disclose any such terms or information without the prior written consent of Tenant. The terms and provisions of this Section shall survive the execution and delivery of this Amendment. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein; To Landlord at: 11330 Bullis Road, Lynwood, CA 90262; To Tenant at: Verizon Wireless, Attn. Network Real Estate, 180 Washington Valley Road, Bedminster, NJ 07921; and also with copy to: American Tower, Attn: Land Management, 10 Presidential Way, Woburn, MA 01801, and also with copy to: Attn Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the Parties, by thirty (30) days prior written notice to the others in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. 8. Counterparts. This Amendment may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all Parties are not signatories to the original or the same counterpart. Furthermore, the Parties may execute and deliver this Amendment by electronic means such as .pdf or similar format. Each of the Parties agrees that the delivery of the Amendment by electronic means will have the same force and effect as delivery of original signatures and that each of ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA the Parties may use such electronic signatures as evidence of the execution and delivery of the Amendment by all Parties to the same extent as an original signature. 9. Governing Law. Notwithstanding anything to the contrary contained in the Lease and in this Amendment, the Lease and this Amendment shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Leased Premises is situated, without regard to the conflicts of laws provisions of such State or Commonwealth. 10. Waiver. Notwithstanding anything to the contrary contained herein, in no event shall Landlord or Tenant be liable to the other for, and Landlord and Tenant hereby waive, to the fullest extent permitted under applicable law, the right to recover incidental, consequential (including, without limitation, lost profits, loss of use or loss of business opportunity), punitive, exemplary and similar damages. 11. Tenant's Securitization Rights; Estoppel. Landlord hereby consents to the granting by Tenant and /or American Tower of one or more leasehold mortgages, collateral assignments, liens, and /or other security interests (collectively, a "Security Interest") in Tenant's (or American Tower's) interest in this Lease, as amended, and all of Tenant's (or American Tower's) property and fixtures attached to and lying within the Leased Premises and further consents to the exercise by Tenant's (or American Tower's) mortgagee ( "Tenants Mortgagee') of its rights to exercise its remedies, including without limitation foreclosure, with respect to any such Security Interest. Landlord shall recognize the holder of any such Security Interest of which Landlord is given prior written notice (any such holder, a "Holder") as "Tenant" hereunder in the event a Holder succeeds to the interest of Tenant and /or American Tower hereunder by the exercise of such remedies. Landlord further agrees to execute a written estoppel certificate within thirty (30) days of written request of the same by Tenant, American Tower or Holder. [SIGNATURE PAGES TO FOLLOW] ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA LANDLORD: City of Lynwood a California general law city and municipal corporation Signature: _ Print Name: Title: Date: [SIGNATURES CONTINUE ON NEXT PAGE] ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA TENANT: Los Angeles SMSA Limited Partnership d /b /a Verizon Wireless By: ATC Sequoia LLC, a Delaware limited liability company Title: Attorney -in -Fact Signature: _ Print Name: Title: Date: ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA EXHIBIT A This Exhibit maybe replaced at Tenant's option as described below PARENT PARCEL Tenant shall have the right to replace this description with a description obtained from Landlord's deed (or deeds) that include the land area encompassed by the Lease and Tenant's improvements thereon The Parent Parcel consists of the entire legal taxable lot owned by Landlord as described in a deed (or deeds) to Landlord of which the Leased Premises is a part thereof with such Parent Parcel being described below: TRAT COMAN rZ% PROPERZY SITUATM IN Tilt ix>tIrITY OF i MGgE% STATE OF Cd EMA, L1S..5 151 AS FMOVi5r AU. LM 19 AND 27, AID nM FdWONS Oi LOFS i7. 18, 2% 33 ) 34 OF RACT R4, iii. It TifE CITY OF Lti1 M, MIRY OF 7 ,NI(;{1.E -'I, STATE OF CALIFORr4A. AS Pai MA-P allMDZZD IN X 74, FACE(S) 36 OF IJA€'$, IN INE TM OF THE CtRI11'TY OW T SAO COI N. II{CLIA7EO 1`Ai N THE F'IYclOWO 0M L2iF W; AT 71la SflIITIiftiMMY CORNM OF SO LOT A A1.ixIG in VE57EW UNES OF SAD LOTS 79, 18 AM 17, 173-55(12' EAST 7427 FEET,- ZaICE SOUTR 65tAl? EAST FEET TO A TA)CBRT d 167 iCtMW Sa3TH'A'c MT Y AHU A RMU3 W 487500 ftrl$ 1HERCE S01T} Aa"TFf,f.Y ALOIiG AlF, 7HRI?Uv"fi 91 XAE CF rSIAD Lr AN A13C DSTAME x.25 FEf 4 THENCE SWiH 1],M O' EAST 3175 FEET TO A N.1HE Sway ay LZE DF SMD LOT 34, USTMT t. WO SAD LY Uhf NWM lfrdS' FAST 10,65 FFET FROM THE 15iMT CORNER W SM 101 347 THMUE ALaic SAID SCt1TtMA5IEF4,Y GO'fitM' Tt23iCE &Wvo iilr`. 54UTNaY URM CC SXD LATE 34 MID 27 )M TI = MIMY FRL2l3:VAIM OF IRE 90UI1i?RLY I>,`IE OF Son LOT 27. NORTH 775VST E,EST 354.24 T TO JHE CEttfiri LM OF VIR011A ANU UE, W k£Ei VME, M MOM N W MAP OF SAD TRAO,T HI), 9W. AND W EAS711RLY PRDC. 9ATl(L4 OP IM SUM MY SAA LOT 197 TRACE 4LCM0 SAID EASTERLY PR t.A" 21 AND IIIE SWTIERLY UIC OF 9NO LOT IR, HCITH V5MI27 rr.9 7B6A8 I'M TO M PCINi CF 9=1111a LEASED PREMISES Tenant shall have the right to replace this description with a description obtained from the Lease orfrom a description obtained from an as -built survey conducted by Tenant. The Leased Premises consists of that portion of the Parent Parcel as defined in the Lease which shall include access and utilities easements. The square footage of the Leased Premises shall be the greater of: (f) the land area conveyed to Tenant in the Lease; (ii) Tenant's existing improvements on the Parent Parcel; or (iii) the legal description or depiction below (if any). TO BE REPLACED WITH AN METES AND BOUNDS DESCRIPTION TAKEN FROM AN AS -BUILT SURVEY PRIOR TO CLOSING ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA EXHIBIT A ACCESS AND UTILITIES The access and utility easements include all easements of record as well that portion of the Parent Parcel currently utilized by Tenant for ingress, egress and utility purposes from the Leased Premises to and from a public right of way including but not limited to: TO BE REPLACED WITH AN METES AND BOUNDS DESCRIPTION TAKEN FROM AN AS -BUILT SURVEY PRIOR TO CLOSING ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA EXHIBIT B FORM OF MEMORANDUM OF LEASE ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA Prepared by and Return to: American Tower 10 Presidential Way Woburn, MA 01801 Attn: Land Management /Christopher A. Leverone, Esq. ATC Site No: 411655 Prior Recorded Lease Reference: Date: June 2, 2010 Document No: 20100747440 ATC Site Name: Lynwood Gardens Relo CA State of California Assessor's Parcel No(s): 6189 - 019 -927 County of Los Angeles MEMORANDUM OF LEASE This Memorandum of Lease (the "Memorandum ") is entered into on the day of 201_ by and between City of Lynwood, a California general law city and municipal corporation ( "Landlord") and Los Angeles SMSA Limited Partnership d /b /a Verizon Wireless ( "Tenant"). NOTICE is hereby given of the Lease (as defined and described below) for the purpose of recording and giving notice of the existence of said Lease. To the extent that notice of such Lease has previously been recorded, then this Memorandum shall constitute an amendment of any such prior recorded notice(s). 1. Parent Parcel and Lease. Landlord is the owner of certain real property being described in Exhibit A attached hereto and by this reference made a part hereof (the "Parent Parcel "). Landlord (or its predecessor -in- interest) and Tenant (or its predecessor -in- interest) entered into that certain Land Lease Agreement dated August 5, 2008 (as the same may have been amended, renewed, extended, restated, and /or modified from time to time, collectively, the "Lease "), pursuant to which the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities, all as more particularly described in the Lease (such leasehold and easement rights and interests, collectively, the "Leased Premises "), which Leased Premises is also described on Exhibit A attached hereto and by this reference made a part hereof. 2. American Tower. Tenant, Verizon Communications Inc., a Delaware corporation, and other parties identified therein, entered into a Management Agreement and a Master Prepaid Lease, both with an effective date of March 27, 2015 and both with ATC Sequoia LLC, a Delaware limited liability company ( "American Towed'), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more particularly described therein. In connection with these responsibilities, Tenant has also granted American Tower a limited power of attorney (the "POA ") to, among other things, prepare, negotiate, execute, deliver, record and /or file certain documents on behalf of Tenant, all as more particularly set forth in the POA. 3. Expiration Date. Subject to the terms, provisions, and conditions of the Lease, and assuming the exercise by Tenant of all renewal options contained in the Lease, the final expiration date of the Lease would be August 31, 2054. Notwithstanding the foregoing, in no event shall Tenant be required to exercise any ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA option to renew the term of the Lease. 4. Leased Premises Description. Tenant shall have the right, exercisable by Tenant at any time during the original or renewal terms of the Lease, to cause an as -built survey of the Leased Premises to be prepared and, thereafter, to replace, in whole or in part, the description(s) of the Leased Premises set forth on Exhibit Awith a legal description or legal descriptions based upon such as -built survey. Upon Tenant's request, Landlord shall execute and deliver any documents reasonably necessary to effectuate such replacement, including, without limitation, amendments to this Memorandum and to the Lease. 5. Right of First Refusal. There is a right of first refusal in the Lease. 6. Effect /Miscellaneous. This Memorandum is not a complete summary of the terms, provisions and conditions contained in the Lease. In the event of a conflict between this Memorandum and the Lease, the Lease shall control. Landlord hereby grants the right to Tenantto complete and execute on behalf of Landlord any government or transfer tax forms necessary for the recording of this Memorandum. This right shall terminate upon recording of this Memorandum. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein; To Landlord at: 11330 Bullis Road, Lynwood, CA 90262, To Tenant at: Verizon Wireless, Attn. Network Real Estate, 180 Washington Valley Road, Bedminster, NJ 07921; and also with copy to: American Tower, Attn: Land Management, 10 Presidential Way, Woburn, MA 01801, and also with copy to: Attn Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the parties hereto, by thirty (30) days prior written notice to the other in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. 8. Counterparts. This Memorandum may be executed in multiple counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 9. Governing Law. This Memorandum shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Leased Premises is situated, without regard to the conflicts of laws provisions of such State or Commonwealth. [SIGNATURES FOLLOW ON NEXT PAGE] ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA IN WITNESS WHEREOF, Landlord and Tenant have each executed this Memorandum as of the day and year set forth below. LANDLORD City of Lynwood a California general law city and municipal corporation Signature: _ Print Name: 2 WITNESSES Signature: _ Print Name: Title: Date: Signature: _ Print Name: WITNESS AND ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of On this _ day of 201. before me, the undersigned Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Print Name: My commission expires: [SEAL] [SIGNATURES CONTINUE ON NEXT PAGE] ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA TENANT Los Angeles SMSA Limited Partnership d /b /a Verizon Wireless By: ATC Sequoia LLC, a Delaware limited liability company Title: Attorney -in -Fact Signature:_ Print Name: Title: Date: Commonwealth of Massachusetts County of Middlesex WITNESS Signature: Print Name: Signature: Print Name: WITNESS AND ACKNOWLEDGEMENT On this _ day of 201. before me, the undersigned Notary Public, personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public Print Name: My commission expires: [SEAL] ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA EXHIBIT A This Exhibit maybe replaced at Tenant's option as described below PARENT PARCEL Tenant shall have the right to replace this description with a description obtained from Landlord's deed (or deeds) that include the land area encompassed by the Lease and Tenant's improvements thereon The Parent Parcel consists of the entire legal taxable lot owned by Landlord as described in a deed (or deeds) to Landlord of which the Leased Premises is a part thereof with such Parent Parcel being described below: VAT CIRTArA REAL PROrEW MAIM iii Tip LEA irf ( MGME STATE OF OAUFMA, 0=13= AS a`(il3. AM M 19 AND 27, MID TM FARUNS CT L= 17, A 2!� 33 34 W 7RAOT Na L;M III TFLE CITY OF L'tIRY.t1Di), CMH71Y OF AMMLa, STATT OF CI+LIFC7i % ;k AS FAR PEGOb1BF:Fk 10 C 74. FA S) 35 OF MAPS, Iii THE f1 HCE 4P TA WJNTY CF SAD O*fA1U( II1=0 1stMN TTC F£4tMAIHG RM Lwm DEC. AHNG AT Ti--- SQI 11hEi"TI:3ii,Y =VIER OF SAAi7 LOT 19, TH€ XE ALOW IM S;ESiFR_ I.Y WHIZ OF M W`15S 19, 18 AO 17. RMW 'I$'rs5& EW 7427 FFFT,- THE SOM 65S5'OO' £AST 239.27 FAT Tt3 A TAy{EtdT 4s E, txt=S S,SC9T AS7> RLY 8431 HAV,IM A RAWS OP W5,0 T`Mt `1H CF SWIASSMY A10140 SAI^v URU1 T1 fv"h' R1 A!IGi.E OF 43'OO'OO` Ail ARC CiSTAN'tE OF 2MZ FEU; MCE Si' TH £62TAT W" 3115 FM M A PUNT IN'Rie" fAa" S&Y LM OF SAD LOT s '4, USTMT AFAONG SAID EASTERLY ME IdO[TfHi ii9'w9`24' EAST M65 FW Flftx3 T1iE SWiHF..A;:1MT CWIQ t !If LOT 34; WUF4E ,4° M SO 27 )ID TF I LOT 27, LINES OF OF "Im w- MRATFom OF TFy�-" Sw?HF. ysit LOT 19; ydol E.&= SAID i'ASTMLY P=01=10N AHD THE SWITI€11LY Lilts 1W SAID RAE 1 tMT t 70n127 W SiiMO FIST 70 TW_ PCINT OF KC?itXI L LEASED PREMISES Tenant shall have the right to replace this description with a description obtained from the Lease orfrom a description obtained from an as -built survey conducted by Tenant. The Leased Premises consists of that portion of the Parent Parcel as defined in the Lease which shall include access and utilities easements. The square footage of the Leased Premises shall be the greater of: (1) the land area conveyed to Tenant in the Lease; (ii) Tenant's existing improvements on the Parent Parcel; or (iii) the legal description or depiction below (if any). TO BE REPLACED WITH AN METES AND BOUNDS DESCRIPTION TAKEN FROM AN AS -BUILT SURVEY PRIOR TO CLOSING ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA EXHIBIT A ACCESS AND UTILITIES The access and utility easements include all easements of record as well that portion of the Parent Parcel currently utilized by Tenant for ingress, egress and utility purposes from the Leased Premises to and from a public right of way including but not limited to: TO BE REPLACED WITH AN METES AND BOUNDS DESCRIPTION TAKEN FROM AN AS -BUILT SURVEY PRIOR TO CLOSING ATC Site No: 411655 VZW Site No: 124194 Site Name: Lynwood Gardens Relo CA F ' AGENDA STAFF REPORT DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager&k"!r— t-C'n PREPARED BY: Raul Godinez II, P.E., Director of Public Works( /City Engineer Salvador Mendez, Administrative Analyst III SUBJECT: Approve the Transit Advertising Purchasing Agreement between the City of Lynwood and L.A. Care Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING THE TRANSIT ADVERTISING PURCHASING AGREEMENT BETWEEN L.A. CARE AND THE CITY OF LYNWOOD". Background: L.A. Care Health Plan, (L.A. Care) whose official name is "The Local Initiative Health Authority for Los Angeles County ", will be celebrating its 19th anniversary in 2016. L.A. Care Health Plan is an independent local public agency created by the State of California to provide health coverage to low- income Los Angeles County residents. With more than 2 million members in five (5) product lines, L.A. Care is the Nation's largest publicly operated health plan. As a community accountable and mission - driven organization, L.A. Care promotes individual and community health through a variety of activities including a Community Health Investment Fund that has awarded more than $145 million in grants to support the safety net and expand health coverage, a robust system of consumer advisory groups, four (4) Family Resource Centers that offer free health education and exercise classes to the community and significant investments in Health Information Technology for the benefit of the more than 10,000 doctors and other health care professionals who serve our members. L.A. Care is developing new programs through innovative partnerships designed to provide health coverage to vulnerable populations and to support the safety net. L.A. Care's commitment to the community is reflected through a project which involves the establishment of Family Resource Centers (FRC). The first FRC opened in the fall of 2007 in the City of Lynwood. The goal of the FRC prograni9 ITEM Ap are to improve disease outcome and prevent illness or further progression of disease by engaging individuals in disease management, such as diabetes care, nutrition /obesity prevention and asthma management. The FRCs offer the communities free health screenings such as mammograms, clinical breast exams, blood pressure, diabetes and TB screenings. Discussion & Analysis: In late 2015, L.A. Care approached the City to inquire about the possibility of placing advertisements on the Lynwood Trolley and the Lynwood Breeze. A sample ad has been attached, (Attachment A). Prior to entering into any further discussions, City officials conferred and obtained the concurrence from MV Transportation to move forward with the agreement. L.A. Care has agreed to print, install, and uninstall all advertising related to this project. L.A. Care will print the advertising according to size and quality specifications provided by the City. The City will work with L.A. Care to ensure that they have access to the vehicles for installation and removal of the ads. City will display L.A. Care's advertising on its Lynwood Breeze transit vehicles for an eight (8) week duration according to the following schedule. This schedule may vary if agreed upon by City and L.A. Care: Advertisement Location Duration Target Date for Schedule Two (2) Lynwood Trolleys Eight (8) weeks 07/18/2016 to 09/19/2016 Two (2) Lynwood Shuttles Eight (8) weeks 07/18/2016 to 09/19/2016 A copy of the Transit Advertising Agreement and General Terms and Conditions has been attached (Attachment B). Fiscal Impact: The City shall be paid a total sum of $20,000 for the use of vehicles for advertising, but due to the nature of how the funds are being generated, the funds are required to go back into the Proposition A (Prop A) fund. According to program rules, since the City uses 100% of Prop A funds for the Lynwood Breeze and Lynwood Trolley, 100% of these funds must go back into Prop A. The funds generated from this venture can be used for other transit supportive services, subject to the approval by the Metropolitan Transportation Authority (MTA). Examples of this may be enhancing route service during peak times, maintaining and cleaning of bus shelters, cleaning of storm drains near bus shelter, and /or other transit related programs. 2 Milestone Payment Due Advertising is installed and the $10,000.00 Schedule of the Term of Agreement begins Second month of the Term of $10,000.00 Agreement completed Coordinated With: City Attorney's Office Finance Department RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING THE TRANSIT ADVERTISING PURCHASING AGREEMENT AND PURCHASE AGREEMENT BETWEEN L.A. CARE AND THE CITY OF LYNWOOD. WHEREAS, City operates a transit service consisting of two (2) trolleys and two (2) shuttles known as the Lynwood Breeze providing local bus service to residents via four different bus routes in the City of Lynwood; and; WHEREAS, L.A. Care operates the Lynwood Family Resource Center ( "FRC') and wishes to promote the FRC by purchasing advertising space on the Lynwood Breeze transportation vehicles to generate awareness for the FRC as well as inform City residents of the benefits and services they can receive at the FRC; and; WHEREAS, L.A. Care represents that it is fully qualified to perform such services necessary for the purchase of advertising space on the Lynwood Breeze transit service vehicles by virtue of its experience and the training, education and expertise of its principals and employees. 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 of the City of Lynwood approves the Transit Agreement, in a form approved by the City Attorney, and authorizes the Mayor to execute the Purchase agreement. Section 2. That monies collected from this agreement be deposited into the Proposition A Fund. Section 3. This resolution shall go into effect immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 7th day of June, 2016. Edwin Hernandez Mayor 4 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 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of AYES: NOES: ABSENT: 20_, and passed by the following vote: City Clerk, City of Lynwood 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of I_\'1 :M NOES: ABSENT: 20_, and passed by the following vote: City Clerk, City of Lynwood M AT YOUR CENTER FOR L.A. Care � Family HEALTH & WELLNESS CenterCe HEALTH PLAN® ail 3 --1 TRANSIT ADVERTISING PURCHASE AGREEMENT This agreement ( "Agreement ") is made as of , 2016 by and between the City of Lynwood, a municipal corporation ( "City ") and Local Initiative Health Authority for Los Angeles County, operating as L.A. Care Health Plan, a local public agency ( "L.A. Care "). City and L.A. Care are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, City operates a transit service consisting of two (2) trolleys and two (2) shuttles known as the Lynwood Breeze providing local bus service to residents via four different bus routes in the City of Lynwood; and; WHEREAS, L.A. Care operates the Lynwood Family Resource Center ( "FRC ") and wishes to promote the FRC by purchasing advertising space on the Lynwood Breeze transportation vehicles to generate awareness for the FRC as well as inform City residents of the benefits and services they can receive at the FRC; and; WHEREAS, L.A. Care is authorized to enter into this Agreement pursuant to Section 14087.9605 of the Welfare and Institutions Code. NOW, THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Grant of Rights and Privileges to L.A. Care. Subject to the rights, terms and limitations contained in this Agreement, City hereby grants to L.A. Care the right to: 1.1 Print, install, and uninstall advertising on the City's Lynwood Breeze transit service vehicles. 1.2 L.A. Care will print the advertising according to size and quality specifications provided by the City. 1.3 City will provide access to its Lynwood Breeze transit service vehicles prior to the beginning of the Schedule for the Term of the Agreement at a time agreed by City and L.A. Care, so that L.A. Care can install the advertising. The advertising shall be applied to the back and sides of the City's Lynwood Breeze transit service vehicles. 1.4 After the Schedule Term is complete, the City will allow L.A. Care access tc the City's Lynwood Breeze transit service vehicles to remove the advertising. 2. Schedule for the Term of Agreement. City will display L.A. Care's advertising on its Lynwood Breeze transit vehicles for an eight (8) week duration according to the following schedule. This schedule may vary if agreed upon by City and L.A. Care. Advertisement Location Duration Target Date for Schedule Two (2) Lynwood Trolleys Eight (8) weeks 07/18/2016 to 09/19/2016 Two (2) Lynwood Shuttles Eight (8) weeks 07/18/2016 to 09/19/2016 3. Fees and Expenses. City shall be paid fees and expenses as follows. 3.1 Fees. City will be paid a fee in the amount of $20,000.00, exclusive of all expenses involving repair and maintenance of advertising and transit vehicles to the extent caused by L.A. Care's installation or removal of the advertising on the City's Lynwood Breeze transit service vehicles. Payment will be made upon completion of the milestones and submission of an invoice, per the Payment Schedule outlined below. Milestone Payment Amount Advertising is installed and the $10,000.00 Schedule of the Term of Agreement begins Second month of the Term of $10,000.00 Agreement completed 3.2 Expenses. L.A. Care shall bear all other out -of- pocket expenses or any other costs related to the performance of services pursuant to this Agreement and shall not seek reimbursement of such expenses from City. 4. Repair and Maintenance. 4.1 Repair and Maintenance of Advertising. L.A. Care shall be solely responsible for repair, service and maintenance (including graffiti removal whether by removal of the graffiti from the advertising or removing the advertising) of all advertising placed on City transit vehicles by L.A. Care. L.A. Care shall maintain all advertising in a safe and good condition. City in its sole discretion reserves the right to remove any advertising that becomes cracked, peeled, damaged, loose, or unsecured, regardless of cause. Prior to City removal of such advertisements, City will notify L.A. Care of any damage and L.A. Care shall complete the necessary repairs within five (5) business days after notification. If L.A. Care fails to complete repairs within seventy -two (72) hours after notification, City shall have the right to complete repairs at L.A. Care's sole cost and expense. Upon written notice from City, L.A. Care shall reimburse City within thirty (30) days for all costs, including but not limited to staff costs, for repair of damage to City's transit vehicles and /or other property to the extent caused by L.A. Care's installation or removal of advertising material. 4.2 Restoration and Repair of Transit Vehicles. Any adhesive used to apply the advertisements shall not cause damage to City's transit vehicles, their paint schemes, existing decals or exterior surface. Upon removal of any advertisement, L.A. Care shall be responsible for the cost of restoring the uncovered exterior surface of the transit vehicle to the condition of the surrounding exterior surface of the transit vehicle. Prior to placement of any advertising under the Agreement, City and L.A. Care's designated representative will conduct a joint inspection and document any existing damage on City vehicles prior to assignment to L.A. Care. If damage should occur after assignment to L.A. Care, City will send L.A. Care written documentation of the damage and an estimate of the costs for repair and repainting. L.A. Care will have five (5) business days from the date of City's notice to repair the damage or submit in writing any objection to City's assessment of L.A. Care's liability for the damage or City's cost estimate. If L.A. Care files an objection, the parties will meet in an attempt to resolve the dispute. If the parties are unable to mutually resolve the dispute, the dispute will be resolved in accordance with Exhibit A, Section 11. L.A. Care will be obligated to pay City its invoice for the City's actual costs to repair and repaint its transit vehicles damaged by L.A. Care within thirty (30) days from the date of City's invoice. If L.A. Care fails to timely submit payment, City reserves the right to cancel the Agreement and pursue any other available legal or equitable remedies authorized by law. 4.3 Timely Removal of Advertisements. After the end of the Schedule for the Term of the Agreement, advertisements may not remain on transit vehicles longer than three (3) business days beyond the contracted advertising period. If L.A. Care fails to remove advertisements within this timeframe, City may remove advertisements and bill L.A. Care for the costs. 5. Indemnification of City. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to L.A. Care or any other person for, and L.A. Care 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 L.A. Care's performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of L.A. Care, its agents, officers, directors, subcontractors, 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 to the extent of the City's negligence or willful acts or omissions. 6. Termination. L.A. Care or the City may terminate this Agreement for convenience and without any breach by either Party upon fifteen (15) days' prior written notice to the other Party, without any liability to each other, except that L.A. Care shall pay any amounts due for Goods delivered and accepted or Services satisfactorily performed and accepted by L.A. Care as of the date of termination or, if the Services are provided on a fixed fee or fixed price basis, a pro -rata amount based on the percentage of satisfactory completion of the Services. 7. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit A 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. 8. Addresses. City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: J. Arnoldo Beltran, City Manager L.A. Care Local Initiative Health Authority for Los Angeles County, a local public agency operating as L.A. Care Health Plan 1055 W. 7th Street, 10th Floor Los Angeles, CA 90017 Attn: Chief Strategy Officer 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 — General Terms and Conditions (two (2) pages) SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below. CITY CITY OF LYNWOOD Z Edwin Hernandez, Mayor By: J. Arnoldo Beltran, City Manager L.A. CARE HEALTH PLAN By: Date ATTEST: By: Maria Quinonez, City Clerk APPROVED AS TO FORM: By: David A. Garcia, City Attorney Date Date Date Date Exhibit A GENERAL TERMS AND CONDITIONS 1. Taxes. The price includes all applicable Federal, State, and local taxes and duties, except sales tax which shall be shown separately, if applicable. 2. Invoices. City shall submit invoices to L.A. Care, to the attention of Accounts Payable, accountspayable(calacare.org. 3. Payment. Payment shall be made for Goods or Services delivered and accepted by L.A. Care pursuant to this Agreement. L.A. Care shall have thirty (30) days from the receipt of an invoice or corrected invoice, if disputed by L.A. Care, to pay City. L.A. Care shall not pay any fees, expenses or costs whatsoever incurred by City in providing additional Goods or rendering additional Services not authorized in writing. 4. Assignment. This Agreement is not assignable and shall not be assigned by either Party without the prior written consent of the other Party, and any such assignment shall be void ab initio. 5. Excusable Delays. Neither party will be liable for any delays resulting from circumstances beyond its reasonable control. In the event of any force majeure event, City shall promptly notify L.A. Care of the event that may cause a delay and take all reasonable actions to mitigate the impact of the delay. In no event will a force majeure event excuse delays in performance not directly attributable to the event. 6. Insurance: Each Party shall maintain general liability insurance, including contractual liability, in the amount of One Million Dollars ($1,000,000) per occurrence, or be self- insured in the same amount. 7. Conflict of Interest. City represents that it is not now aware of any facts that create a conflict of interest, including offering or providing any incentive, directly or indirectly, to any member of L.A. Care's Board of Governors, officer, director, employee or consultant in order to obtain this Agreement. If City hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to L.A. Care. Full written disclosure shall include identification of all persons implicated and a complete description of all relevant circumstances. 8. Compliance with Laws. Each Party shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this Agreement. 9. Choice of Law. This Agreement shall be governed by the laws of the State of California, except for its conflict of laws provisions. 10. Disputes. In the event of a dispute, L.A. Care and City will negotiate in good faith to reach agreement. If negotiations are unsuccessful, L.A. Care and City agree to enter into binding arbitration. Subject to the provisions of the California Government Claims Act (Government Code §905, et seq.), any controversy, dispute or disagreement arising out of or relating to this Agreement, its breach, or its subject matter, shall be settled exclusively by binding arbitration, which shall be conducted in Los Angeles, California in accordance with the through JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and which shall be binding on all parties to the Agreement, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 11. Independent Contractor. City agrees that City's relationship with L.A. Care is that of an independent contractor and nothing in this Agreement shall be construed as creating a partnership, joint venture or employer - employee relationship. Nothing in this Agreement shall be deemed to constitute City or L.A. Care the agent of the other. 12. Press Release. Neither party shall issue any press release concerning the Services provided hereunder without the other Party's prior written consent. Neither party shall use any trade name, trademark, service mark, logo or slogan of the other Party without prior written consent in each instance. 13. Counterparts. This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one agreement. 14. Entire Agreement. This Agreement, with its exhibits and attachments, constitutes the entire agreement of the parties and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only by means of a duly executed written change order. If any provision of this Agreement is held illegal, invalid or unenforceable, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part of this Agreement. 15. Waiver. The failure of either Party to insist upon the performance of or to enforce any provision of this Agreement, or to exercise any right or privilege granted to such party under this Agreement, shall not be construed as waiving any such provision, and the same shall continue in full force and effect. 16. Remedies. The remedies herein reserved to L.A. Care shall be cumulative and in addition to any other remedies provided in law or equity. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other breach of such provision or of any other provision. 1 0 DATE: TO: APPROVED BY PREPARED BY SUBJECT: Recommendation: AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager err y�� 4J- Raul Godinez II, P.E., Director of Public Works / City Engineer Elias Saikaly, P.E., Senior Public Works Manager Request for Proposal for Americans with Disabilities Act (ADA) Self- Evaluation and Transition Plan Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE A REQUEST FOR PROPOSAL FROM QUALIFIED PROFESSIONAL CALIFORNIA ACCESS SPECIALIST (CASP) CERTIFIED FIRMS TO UPDATE AND RE -STATE THE CITY'S ADA SELF - EVALUATION AND TRANSITION PLAN." Background: The Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101 et seq.) extends to the individuals with disabilities comprehensive civil rights protections similar to those provided to the persons on the basis of race, sex, national origin, and religion under the Civil Rights Act of 1964. Title II of the ADA, which became effective on January 26, 1992, prohibits discrimination on the basis of disability in services, programs and activities provided by State and local government entities. Section 202 of the ADA extends the nondiscrimination policy of section 504 of the Rehabilitation Act of 1973, as amended, (29 U.S.C. 794) which prohibits discrimination on the basis of disability in federally assisted programs and activities to all State and local governmental entities whether or not such entities receive Federal funds. Discussion & Analysis: In order to comply with the ADA; accessibility audits citywide will be conducted at the City owned facilities, parks, parking lots, and street sidewalks in the public right -of -ways and within the City boundaries. The audit results will provide the basis for preparing the City's ADA Transition Plan to identify, prioritize, budget, and implement projects which ITEM 17 assist the City in its efforts to comply with accessibility requirements as required by the "Americans with Disabilities Act of 1990" (ADA) and State of California Access Codes. By preparing and adopting this required plan, the City will be able to prioritize and make the required changes at its facilities and right -of -ways to become fully ADA compliant. Staff is requesting authorization to issue a Request for Proposals (RFP) for the citywide ADA Self- Evaluation and Transition Plan from qualified CASP certified firms. Fiscal Impact: There is no fiscal impact for this Request for Proposal. Once proposals are received and evaluated, staff will return with a recommendation for a contract award, and the fiscal impact with that recommendation will be presented at that time. Coordinated With: City Attorney's Office City Clerk's Office Finance Department RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE A REQUEST FOR PROPOSAL FROM QUALIFIED PROFESSIONAL CALIFORNIA ACCESS SPECIALIST (GASP) CERTIFIED FIRMS TO UPDATE AND RE -STATE THE CITY'S ADA SELF - EVALUATION AND TRANSITION PLAN WHEREAS, per Americans with Disabilities Act (ADA) and State of California Access Code, the City must comply with the provisions covered in federal and state laws governing the rights of the disabled for accessibility to City's facilities; and WHEREAS, the City is required to prepare an ADA Transition Plan in order to comply with ADA and State regulations pertaining to disabled individuals; and WHEREAS, in order to prepare the transition plan for ADA compliance, a citywide audit must be conducted resulting in development of a comprehensive schedule and the budget estimates for rendering all City owned facilities ADA compliant; and WHEREAS, staff is requesting authorization to issue a Request for Proposal (RFP) for updating, re- stating and developing a transition plan with schedule and budget estimates from qualified California Access Specialist (CASP) certified firms NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Lynwood authorizes Staff to issue a Request for Proposal for updating and re- stating the City's ADA Self- Evaluation and Transition Plan, with schedule and the budget estimates, from qualified California Access Specialist (GASP) certified firms Section 2. This resolution shall take effect 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 7th day of June, 2016. Maria Quinonez, City Clerk APPROVED AS TO FORM: Edwin Hernandez, Mayor APPROVED AS TO CONTENT: David Garcia, City Attorney J. Arnoldo Beltran, City Manager Raul Godinez II, P.E., Director of Public Works /City Engineer 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of AYES: NOES: ABSENT: and passed by the following vote: 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 forgoing 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 City Clerk, City of Lynwood ° AGENDA STAFF REPORT DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager V PREPARED BY: Raul Godinez II, P.E., Director of Public Works /City Engineer Elias Saikaly, Senior Public Works Management SUBJECT: Approval of Contract Change Order for the Fernwood Avenue & Bullis Road Traffic Signal Improvement Project, Project No. 4011.67.988 Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT CHANGE ORDER NO. 1, IN THE AMOUNT OF $54,794 BETWEEN THE CITY AND ELECNOR BELCO ELECTRIC, INC. FOR THE FERNWOOD AVENUE AND BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT, PROJECT NO. 4011.67.988, AUTHORIZING THE MAYOR TO SIGN THE CONTRACT CHANGE ORDER AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $60,000 FROM THE UNAPPROPRIATED PROP. C FUND TO FERNWOOD AVENUE & BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT'. Background: On March 1, 2016, the City Council awarded a contract to Elecnor Belco Electric, Inc. for construction of the Fernwood Avenue & Bullis Road Traffic Signal Improvement Project, Project No. 4011.67.988 in the amount of $173,124.00 through the Piggybacking process from Los Angeles County. Discussion & Analysis: During the course of the construction at the intersection of Bullis Road and Fernwood Avenue, the contractor came across unmarked utilities with corroded underground steel conduits, damaged wires, cracked pull boxes etc. which caused change in the scope of work, requiring a change order. Some of these items were unknown as they were AGENDA ITEM �z located underground. Also, the intersection of Cortland Street and Bullis Road are also controlled by the same controller cabinet located on the intersection of Fernwood Avenue & Bullis Road. In addition, the City would like to take advantage of the low prices delivered by the contractor for this project by adding additional items listed to the contract (Exhibit A) on the change order and thereby synchronizing both intersections for a more efficient traffic flow. The intersection improvements are comprised of new traffic signal poles (type 19), new conduits, conductors, electrical cabinet, battery backup cabinet, new electrical pull boxes, installation of new crosswalks, reconstruction of affected existing curb ramps, curbs and gutters, and asphalt pavement. The improvements will provide for a more efficient traffic signal and would reduce standard maintenance cost. Per Lynwood Municipal Code section 6 -3.15 "Change Order ", any amount that exceeds 25 percent of contract price or $50,000 whichever is less, requires City Council approval. The cost of this Change order is $54,794. Upon City Council approval, staff will prepare the appropriate Contract Changer Order form and will submit to the Mayor for signature. This Contract Change Order will bring the total cost of the project to $227,918.00 ($173,124.00 plus $54,794.00) Fiscal Impact: This project is currently funded by the Metropolitan Transportation Authority (MTA) using Prop C funds. The additional Change Order request in the amount of $54,794 will also be charged to Prop C Fund. Coordinated With: City Attorney's Office City Manager's Office Finance Department 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT CHANGE ORDER NO. 1, IN THE AMOUNT OF $54,794 BETWEEN THE CITY AND ELECNOR BELCO ELECTRIC, INC. FOR THE FERNWOOD AVENUE AND BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT, PROJECT NO. 4011.67.988, AUTHORIZING THE MAYOR TO SIGN THE CONTRACT CHANGE ORDER AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $60,000 FROM THE UNAPPROPRIATED PROP. C FUND TO FERNWOOD AVENUE & BULLIS ROAD TRAFFIC SIGNAL IMPROVEMENT PROJECT WHEREAS, on March 1, 2016, the City Council adopted Resolution 2016.059, awarding a contract to Elecnor Belco Electric, Inc. for the construction of the Fernwood Avenue and Bullis Road Traffic Signal Improvement Project, Project No. 4011.67.988; and WHEREAS, the contractor came across unmarked utilities with corroded underground steel conduits, damaged wires, cracked pull boxes etc. which caused change in the scope of work, requiring a change order request; and WHEREAS, the intersection of Cortland Street and Bullis Road is also controlled by the same controller cabinet located on the intersection of Fernwood Avenue & Bullis Road and the City would like to take advantage of the low prices delivered by the contractor for this project by adding additional items to the contract (Exhibit A) which will be a part of the change order and thereby synchronizing both intersections for a more efficient traffic flow; and WHEREAS, per Lynwood Municipal Code section 6 -3.15 "Change Order ", any amount that exceeds 25 percent of the contract price or $50,000 whichever is less, requires City Council approval; and WHEREAS, the cost of this change order is $54,794. And upon City Council approval, staff will prepare the appropriate contract changer order form and will submit to the Mayor for signature; and WHEREAS, Bullis Road and Fernwood Avenue are eligible for the use of Prop. C funding; and WHEREAS, engineering staff requested from MTA an appropriation of funds in the amount of $60,OOO,to cover the cost of additional construction; and WHEREAS, on May 25, 2016, the City received a confirmation from MTA to use Prop C funds for the Fernwood Avenue and Bullis Road Traffic Signal Improvement in the amount of $60,000, using Prop. C Fund. 3 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 Contract Change Order No. 1 in the amount of $54,794 to Elecnor Belco Electric, Inc. and authorizes the Mayor to sign the Contract Change Order. Section 2. The City Council of the City of Lynwood authorizes the City Manager to appropriate funds from the unappropriated Prop. C fund to Fernwood Avenue and Bullis Road Traffic Signal Improvement Project, as follows; From Unappropriated Prop. C Fund To Fernwood Ave. and Bullis Rd. $60,000 $60,000 Section 3. That this resolution shall take effect immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this Resolution. 4 PASSED, APPROVED and ADOPTED this 7th day of June, 2016. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM David A. Garcia City Attorney Edwin E. Hernandez Mayor J. Arnoldo Beltran City Manager APPROVED AS TO CONTENT: Raul Godinez II, P.E. Director of Public Works / City Engineer 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of and passed by the following vote: AYES: NOES: 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 forgoing 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 City Clerk, City of Lynwood 3 k AGENDA REPORT DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager. W L� PREPARED BY: Raul Godinez II, P.E., Director of Public Works / City Engineer Elias Saikaly, P.E., Senior Public Works Manager SUBJECT: Construction Contract Award Redwood Avenue and Walnut Avenue, Street Improvement Project, Project No. 4011.68.017 Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO COPP CONTRACTING, INC. FOR THE REDWOOD AVENUE FROM STATE STREET TO PEACH STREET AND WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD, STREET IMPROVEMENT PROJECT; PROJECT NUMBER 4011.68.017; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $239,000 FROM THE UNAPPROPRIATED CDBG FUND ". Background: Redwood Avenue, from State Street to Peach Street, and Walnut Avenue, from Birch Street to Bullis Road, Street Improvement Project is listed in the FY 2015 -16 Capital Improvement Program. The Notice of Inviting Bids for the construction of the project was advertised on April 28, 2016 in the Lynwood Press Wave, Bid America and on the City's web site On May 16, 2016, at 2:00 P.M., the bid opening was held at the City Clerk's office. Six (6) construction bids were received. Copp Contracting, Inc. was the apparent lowest responsible bidder based on its low base bid of $410,458.50. A reference check of previous performance reveals that this contractor has the necessary experience for this type of project. The Notice Inviting Bids for the project was advertised on April 21, 2016 in the Lynwood Press Wave, Bid America, Dodge Data and on the City's web site. The following six (6) bids were received: i ITEM /I- RANK CONTRACTOR BASE BID 1 COPP CONTRACTING, INC. $410,458.50 2 SEQUEL CONTRACTING, INC. $421,782.50 3 ALL AMERICAN ASPHALT $435,040.00 4 HARDY & HARPER, INC. $462,840.00 5 KALBAN, INC. $493,920.00 6 NOBEST, INC. $512,000.00 Discussion & Analysis: This project entails the rehabilitation of the street pavement, damaged curbs and gutters, driveway approaches, sidewalks, wheelchair ramps, pavement striping and signage. Copp Contracting, Inc. was the apparent lowest responsible bidder based on its low base bid of $410,458.50. A reference check of previous performance reveals that this contractor has the necessary experience for this type of project. Fiscal Impact: The cost estimate for this project includes the following: • Construction Contract $ 410,458.50 • Construction Contingencies; 10% 41,045.85 • Construction Administration; 10% 41,045.85 • Construction Inspection; 10% 41,045.85 TOTAL $ 533,596.05 The project is funded by Measure R Bond, CDBG funds and the project budget is adequate to pay for the construction cost. The Fund distribution is as follows; CDBG Fund: $239,000 Measure R Bond Fund: $294,596 Coordinated With: City Attorney's Office City Clerk's Office Finance Department 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO COPP CONTRACTING, INC. FOR THE REDWOOD AVENUE FROM STATE STREET TO PEACH STREET AND WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD, STREET IMPROVEMENT PROJECT; PROJECT NUMBER 4011.68.017; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO APPROPRIATE $239,000 FROM THE UNAPPROPRIATED CDBG FUND WHEREAS, the Redwood Avenue, from State to Peach Street, and Walnut Avenue, from Birch Street to Bullis Road, Street Improvement Project; Project No. 4011.68.017, is scheduled for construction during Fiscal Year 2015 -2016; and WHEREAS, Public Works staff advertised the project on April 21, 2016 in the Lynwood Press Wave, Bid America, Dodge Data and on the City's web site; and WHEREAS, the bid opening took place in the office of the City Clerk on May 16, 2016 at 2:00 P.M., Six (6) construction bids were received. The Director of Public Works / City Engineer has ascertained that Copp Contracting, Inc. was the apparent lowest responsible bidder for its base bid of $410,458.50 and ranked accordingly; RANK CONTRACTOR BASE BID 1 COPP CONTRACTING, INC. $410,458.50 2 SEQUEL CONTRACTING, INC. $421,782.50 3 ALL AMERICAN ASPHALT $435,040.00 4 HARDY & HARPER, INC. $462,840.00 5 KALBAN, INC. $493,920.00 6 NOBEST, INC. $512,000.00 WHEREAS, a reference check has revealed that this contractor has the necessary experience for this type of project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. Redwood Avenue, from State to Peach Street, and Walnut Avenue, from Birch Street to Bullis Road, Street Improvement Project; Project No. 4011.68.017 is in accordance with the California Environmental Quality Act (CEQA) and is categorically exempt pursuant to section 15301 (c) of the CEQA Guidelines pertaining to statutory exemptions. Section 2. The Redwood Avenue, from State to Peach Street, and Walnut Avenue, from Birch Street to Bullis Road, Street Improvement Project; Project No. 4011.68.017 be awarded to Copp Contracting, Inc., for its low bid of $410,458.50. 3 Section 3. That the Mayor is hereby authorized to execute the agreement between the City of Lynwood and Copp Contracting, Inc. in the amount of $410,458.50 for the Redwood Avenue and Walnut Avenue Street Improvement Project; Project No. 4011.68.017 Section 4. The City Council of the City of Lynwood authorizes the City Manager to appropriate funds from the unappropriated CDBG fund to Redwood Avenue and Walnut Avenue Street Improvement Project; Project No. 4011.68.017 as follows; From Unappropriated CDBG Fund 1117. Redwood Ave. and Walnut Ave. $239,000 $239,000 Section 5. This resolution shall take effect immediately upon its adoption. Section 6. The City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED and ADOPTED this 7th day of June, 2015. Edwin Hernandez, Mayor ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM:, APPROVED AS TO CONTENT: David Garcia, City Attorney J. Arnoldo Beltran, City Manager Raul Godinez II, P.E., Director of Public Works /City Engineer 4 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of and passed by the following vote: AYES: NOES: 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 forgoing 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 City Clerk, City of Lynwood 5 1.4.1 CITY OF LYNWOOD AGREEMENT FOR CONSTRUCTION OF PROJECT NO. 4011.68.017, ENTITLED "STREET IMPROVEMENT PROJECT" REDWOOD AVENUE FROM STATE STREET TO PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD This agreement (the "Agreement ") is made and entered into on this day of by and between the City of Lynwood, a California Municipal Corporation ( "City ") and U ( "Contractor "). City and Contractor are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." RECITALS City and Contractor, based upon the mutual promises contained herein, do hereby agree as follows: I. CONTRACT DOCUMENTS This Agreement consists of the following Contract Documents, the terms and conditions of which are expressly incorporated as component parts of this Agreement as if herein set out in full or attached hereto: A. Notice Inviting Bids, Dated: 4/21, 2016 B. Instructions to Bidders. C. Addenda. D. Contractor's Bid Proposal and Workers' Compensation Certificate dated '-' and all other Bid Documents attached thereto, including but not limited to: 1. Bid Schedule(s) 2. List of Subcontractors 3. Anti -Trust Claim 4. Non - Collusion Affidavit 5. Bidder's General Information 6. Bid Bond (Bid Security Form) 7. Bidder's Insurance Statement E. Payment Bond. F. Performance Bond. G. Certificates /Proof of Insurance and Endorsements. H. Certified Copy of the Lynwood City Council Resolution No. awarding the contract to Contractor. CITY OF LYN WOOD -610 PAGE 1 of I. Notice of Award dated J. Notice to Proceed dated K The Plans (Contract Drawings). L. Special Provisions M. Standard Specifications for Public Works Construction, "Greenbook" latest Edition. N. Appendices A through E of the Contract Documents. O. Reference Specifications. P Approved and Fully- Executed Change Orders. Q. The Director of the Department of Industrial Relations' Determination of Prevailing Wage Rates for Public Works for each craft or type of worker required to perform the Work under this Agreement. II. CONTRACT PRICE The City agrees to pay, and the Contractor agrees to accept as full payment for the Work outlined in the Contract Documents, the Contract Price of Dollars ($ subject to additions and deductions, if any, made in accordance with said Contract Documents. Progress payments shall not be made more often than once each thirty (30) days, nor shall progress payments paid be in excess of ninety percent (90 %) of the Contract Price at time of completion. Final payment to Contractor will be processed thirty - five (35) days after the City has recorded the Notice of Completion. Contractor may, upon Contractor's written request, and approved by the City Council, at Contractor's expense, deposit substitute securities, as stated in Government Code Section 16430, and as authorized by Public Contract Code, Section 22300, in lieu of retention monies withheld to insure performance. Payment of undisputed amounts due under this Agreement, including the final payment due hereunder, is contingent upon the Contractor furnishing to the City an unconditional release by the Contractor of all claims against the City arising by virtue of this Agreement related to those amounts. Disputed claims in stated amounts may be specifically excluded by Contractor from the operation of any release. No payment, final or otherwise, shall operate to release the Contractor or its sureties from obligations arising under this Agreement or the bonds and warranties furnished hereunder. No payment shall be construed as an acceptance of any of the Work or of defective or improper materials. Within ten (10) calendar days of receiving the Notice of Award and prior to Contractor's commencement of the Work, Contractor shall furnish to City, using the forms set forth in the Bid Documents, a Labor and Materials Payment Bond in an amount equal to one hundred percent (100 %) of the Contract Price, and a Performance Bond in an amount CITY OF LYNWOOD -610 4 im PAGE 1 of equal to one hundred percent (100 %) of the Contract Price, said bonds to be in conformance with the Contract Documents, including but not limited to, the General Specifications and Subsection 2.2.2 of the Special Provisions. IV. INDEMNITY Contractor shall defend (with counsel of City's choosing), indemnify and hold the City, its respective elected and appointed boards, officials, officers, agents, employees, representatives and volunteers (individually and collectively referred to hereinafter as "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, to the extent arising out of or incident to any acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Agreement, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, with counsel of City's choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Indemnitees. To the extent of its liability, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such suit, action or other legal proceeding. Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by California Civil Code Section 2782. This obligation to indemnify and defend 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 coverages which may have been required under this Agreement or any additional insured endorsements which may extend to City. 1IrAIil NRN Without limiting Contractor's indemnification of Indemnitees as set forth in Section IV of this Agreement, Contractor shall obtain, provide and maintain, at its own expense, the types and amounts of insurance described in Subsection 2.7.2 of the Special Provisions of the Contract Documents. Such insurance shall be in force prior to Contractor commencing any Work under this Agreement and shall remain in force for the duration of this Agreement and for any other such period as may be required herein. Contractor shall provided proof of the required insurance coverage and the endorsements specified in Subsection 2.7.2 of the Special Provisions within ten (10) calendar days of receipt of the Notice of Award. CITY OF LYNWOOD - 610 4 ME PAGE 1 of VI. INELIGIBLE SUBCONTRACTORS In accordance with the provisions of Section 6109 of the California Public Contract Code, Contractor agrees that it shall not perform any work under this Agreement with a subcontractor who is ineligible to perform work on a public works contract pursuant to Sections 1777.1 and 1777.7 of the California Labor Code. Contractor further acknowledges that any contract on a public works project entered into between a contractor and debarred subcontractor is void as a matter of law, and a debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid or may have been paid to a debarred subcontractor by a Contractor for work performed on this Project shall be returned to the City. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who have been allowed to work on the Project. VII. COMMENCEMENT OF WORK AND LIQUIDATED DAMAGES The Contractor shall commence the Work required by this Agreement within ten (10) calendar days of the date specified in the Notice to Proceed from the City, and shall complete all Work as specified in the Contract Documents within FORTY (40) WORKING DAYS from the date in said Notice. City and Contractor have discussed the provisions of Government Code Section 53069.85 and the damages that may be incurred by City if the Work is not completed within the time specified in this Agreement. The City and Contractor hereby represent that at the time of signing this Agreement, it is impracticable and extremely difficult to fix the actual damage which will be incurred by City if the Work is not completed within the number of working days allowed. Accordingly, City and Contractor agree that the sum of 500.00 per calendar day is a reasonable sum to assess as Liquidated Damages to City by reason of the failure of Contractor to complete the Work within the time specified. VIII. CERTIFICATION UNDER LABOR CODE SECTION 1861 By signing this Agreement, Contractor makes the following certification required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of any Work under this Agreement." IX. APPRENTICES The Contractor acknowledges that, in accordance with Section 1777.5 of the State Labor Code, he /she will be held responsible for compliance with the provisions of this Section for all apprenticeable occupations. CITY OF LYN WOOD - 610 4 PAGE 1 of X. SUBSTITUTION OF SUBCONTRACTORS The Contractor hereby agrees to reimburse the City for costs incurred by the City in the substitution of subcontractors. Where a hearing is held pursuant to the provisions of Section 4100 et seq. of the Public Contract Code by the City or a duly appointed hearing officer, the Clerk of the City of Lynwood shall prepare and certify a statement of all costs incurred by the City for investigation and conduct of the hearing, including the costs of any hearing officer and shorthand reporter appointed. The statement shall then be sent to the Contractor, who shall reimburse the City for such costs. If not paid separately, such reimbursement may be deducted from any money due and owning to the Contractor prior to the City's acceptance of the Project. XI. LICENSES Contractor acknowledges and agrees that Contractor must have all appropriate contractor's licenses. Contractor further warrants and represents that he /she /they has /have the appropriate contractor's license to pursue the work hereunder. Contractor's failure to have or maintain all appropriate licenses during the entire term of this Agreement shall be cause for the immediate and summary termination of this Agreement by City. Contractor shall be liable for all City's costs incurred to complete the Work under this Agreement in the event of such termination. XII. EMPLOYMENT DISCRIMINATION PROHIBITED Pursuant to California Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation in the performance of Work under this Agreement. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation. XIII. PREVAILING WAGES The Contractor is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Since the work covered by this Agreement involves an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing CITY OF LYNWOOD -610 PAGE 1 of 4 1.4 -8 Wage Laws as set forth in the foregoing statutes and in the Special Provisions of the Contract Documents. XIV. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of Contractor warrants and represents he /she /they has /have the authority to execute this Agreement on behalf of his /her /their corporation, partnership, or business entity and warrants and represents that he /she /they has /have the authority to bind Contractor to the performance of its obligations hereunder. XV. ASSIGNMENT; GOVERNING LAW This Agreement may not be assigned by Contractor, in whole or in part, without the prior written consent of the City. This Agreement and any dispute arising hereunder shall be governed by the law of the state of California. XVI. 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 Contractor's regular business hours or by facsimile before or during Contractor's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth below; or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this Section. city City of Lynwood Attn: City Engineer 11330 Bullis Road Lynwood, CA 90262 Fax No. (310) 635 -0493 Contractor Fax XVIL ATTORNEYS FEES Should either Party bring any action to protect or enforce its rights under this Agreement or the Contract Documents, the prevailing party in such action shall be entitled to recover, in addition to all other relief, its reasonable attorneys fees and costs. XVIII. WARRANTY All Work shall be warranted by Contractor against defective workmanship and materials for a period of one (1) year form the date the Work is accepted as complete by the Lynwood City Council. The contractor shall replace or repair any such defective work in a manner satisfactory to Engineer, following notice from Engineer specifying the work to be CITY OF LYNWOOD -610 PAGE 1 of 4 1.4 -8 done and the time in which replacement or repair shall be completed. If Contractor fails to make such replacement or repair within the time specified in the notice, the City may perform the needed repairs and Contractor's sureties shall be liable for the cost thereof. XIX. ENTIRE AGREEMENT, WAIVER AND MODIFICATION This Agreement contains the completely final, entire, and exclusive agreement between the Parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof or rights to act hereunder shall be binding unless made in writing signed by both Parties. Any attempted modification, amendment, or alteration in violation hereof shall be void. IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed in its name on its behalf by a duly authorized officer as of this day and year first above written. CITY OF LYNWOOD L-ON Edwin Hernandez Mayor Attest: 0 Maria Quih6nez City Clerk Approved as to Form: go David A. Garcia City Attorney CONTRACTOR LEGAL NAME OF FIRM By: Signature of Chairman of Board, President, or Vice President (Typed /Printed Name) (Title) By: Signature of Secretary, Assistant Secretary, CFO, or Assistant Treasurer (Typed /Printed Name) (Title) [NOTARY REQUIRED FOR SIGNATURE(S) OF CONTRACTOR] CITY OF LYNWOOD - 610 4 am PAGE 1 of KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS, the City of Lynwood (referred to hereinafter as "City ") has entered into an Agreement dated (referred to hereinafter as the "Agreement ") with (hereinafter designated as "Contractor" or "Principal "), for construction of, Project No. 4011.68.017 STREET IMPROVEMENT PROJECT - REDWOOD AVENUE FROM STATE STREET TO PEACH STREET, AND WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD (hereafter referred to as the "Project "). WHEREAS, the Work to be performed by the Contractor is more particularly set forth in the Agreement for the Project, the terms and conditions of which, including those set forth in the Contract Documents incorporated as component parts the of Agreement, are expressly incorporated herein by this reference; and WHEREAS, the Contractor is required by the Agreement to perform the terms thereof and to provide a bond both for the performance and guaranty thereof. NOW, THEREFORE, we, the undersigned Contractor, as Principal, and , a corporation organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City in the penal sum of Dollars ($__ lawful money of the United States, said sum being not less than 100 percent of the total amount payable by the City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION.OF THIS OBLIGATION IS SUCH, that, if the bounden Principal, his /her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the undertakings, terms, covenants, conditions and agreements set forth in the Agreement and any alteration thereof made as therein provided, on his /her or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill the one -year guarantee of all materials and workmanship; and indemnify and save harmless the City, its officers, officials, employees, authorized agents and volunteers, as stipulated in the Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. In the event suit is brought on this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. CITY OF LYNWOOD — 610 PAGE 1 of 4 1.4 -8 As a condition precedent to the satisfactory completion of the Agreement, unless otherwise provided for in the Agreement, the above obligation shall hold good for a period of one (1) year after the acceptance of the Work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. Whenever Contractor shall be, and is declared by the City to be, in default under the Agreement, the Surety shall remedy the default pursuant to the Agreement, or shall promptly, at the City's option: (1) Take over and complete the Project in accordance with all terms and conditions in the Agreement; or (2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as Work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the City to complete the Project in any manner consistent with California law and make available as Work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement, or to the Project or to the Work to be performed thereunder, or the Specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, or to the Project, or to the Work or to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code. No final settlement between the City and the Contractor shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. IN WITNESS WHEREOF, the above - bounden parties have executed this instrument this day of the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. (seal) (seal) PRINCIPAL: M SURETY: By Attorney -in -Fact The rate of premium on this bond`is ^ per thousand. The total amount of premium charged, $ . (These blanks must be filled in by corporate surety.) IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM. Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent/Representative in California if different) (Telephone Number of Surety/Agent or Representative in California STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On this day of , in the year , before me, a Notary Public in and for said state, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney -in -Fact of the (Surety) and acknowledged to me that he /she subscribed the name of the (Surety) thereto and his /her own name as Attorney -in -Fact. Signature of Notary Public in and for said State (SEAL) My commission expires on: NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto. CERTIFICATE AS TO CORPORATE PRINCIPAL I, certify that I am the Secretary of the corporation named as Principal to the within bond; that who signed the said bond on behalf of the principal was then of said corporation; that I know his /her signature, and his /her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board. Signature of Corporate Principal E14fill-111 UM U011 KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS, the City of Lynwood, (referred to hereinafter as "City ") has entered into an agreement dated (referred to hereinafter as the "Agreement ") with , (hereinafter designated as the "Contractor" or "Principal "), for Project No. 4011.68.017 STREET IMPROVEMENT PROJECT - REDWOOD AVENUE FROM STATE STREET TO PEACH STREET, AND WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD WHEREAS, Contractor is required to furnish a bond in connection with the Agreement, and pursuant to Section 3247 of the California Civil Code. NOW, THEREFORE, we, the undersigned Contractor, as Principal, and a corporation organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City and to any and all persons, companies or corporations entitled to file stop notices under Section 3181 of the California Civil Code, in the penal sum of Dollars ($ ), lawful money of the United States, said sum being not less than 100 percent of the total amount payable by City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his/her or its heirs, executors, administrators, successors or assigns, or subcontractors, shall fail to pay for any materials, provisions, provender or other supplies, items, implements or machinery used in, upon, for or about the performance of the Work required by the Agreement; or fails to pay (1) any of the persons named in Civil Code Section 3181, (2) amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Agreement, or (3) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to the work and labor provided pursuant to the Agreement, said Surety will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In the event suit is brought upon this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to serve stop notices under Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same; shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code. No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. IN WITNESS WHEREOF, the above - bounded parties have executed this instrument this day of the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. (seal) (seal) PRINCIPAL: By SURETY: By Attorney -in -Fact IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section '105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM. Any claims under this bond may be addressed lo: (Name and Address of Surely) (Name and Address of Agent/Representative in California if different) (Telephone Number of Surety /Agent or Representative in California) STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On this day of , in the year , before me, a Notary Public in and for said state, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney -in -Fact of the (Surety) and acknowledged to me that he /she subscribed the name of the (Surety) thereto and his /her own name as Attorney -in -Fact. Signature of Notary Public in and for said State (SEAL) My commission expires on: NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto. CERTIFICATE AS TO CORPORATE PRINCIPAL I, , certify that I am the Secretary of the corporation named as Principal to the within bond; that who signed the said bond on behalf of the principal was then of said corporation; that I know his /her signature, and his /her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board. Signature of Corporate Principal (CORPORATE SEAL) �. 6- . " bill T By executing this Addendum, Contractor acknowledges and agrees that the work performed pursuant to the above referenced Agreement is subjected to all applicable provisions. Payment of Minimum Compensation to Employees. Contractor shall be obligated to pay not less than the General Prevailing Wages Rate as required by applicable law. A. Prevailing Wage Requirements. California Labor Code requires the payment of not less than the general prevailing rate of per diem wages and rates for holiday and overtime and adherence to all labor standards and regulations. The General Prevailing Wages Rates may be adjusted throughout the term of this Agreement. Notwithstanding any other provision of this Agreement, Contractor shall not be entitled to any adjustment in compensation rates in the event there are adjustments to the General Prevailing Wages Rates. B. Reports. Contractor shall not perform on site work on this contract until labor compliance documents are filed. Contractor agrees to cooperate with the City to fulfill its notifications requirement to the DIR, as required by DIR's PWC -100 form or any other required form, and Contractor agrees to provide to the City the information required by the DIR, as generally set forth in Labor Code Section 1773.3. By signing this form, Contractor, and all of its subcontractors, represents that it has registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions under Labor Code section 1771.1(a)] and paid the annual fee due to the DIR, unless the Contractor meets an exception recognized by the DIR or by the law. C. Furnishing of Electronic Certified Payroll Records to Labor Commissioner. Contractor and subcontractor agree to furnish the required electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement), in the manner and under the time frame required by law. D. Audit Rights. All records or documents required to be kept pursuant to this Agreement to verify compliance with the Wage Requirement shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be available at CONTRACTOR's address indicated for receipt of notices in this Contract. E. Enforcement. General. CONTRACTOR acknowledges it has read and understands that, pursuant to the terms and conditions of this Agreement, it is required to comply with the Wage Requirement and to submit certain documentation to the City establishing its compliance with such requirement. ( "Documentation Provision. ") CONTRACTOR further acknowledges the City has determined that the Wage Requirement promotes each of the following (collectively "Goals "): a. It protects public job opportunities and stimulates the City's economy by reducing the incentive to recruit and pay a substandard wage to labor from distant, cheap -labor areas. b. It benefits the public through the superior efficiency of well -paid employees. c. It increases competition by promoting a more level playing field among contractors with regard to the wages paid to workers. CONTRACTOS's Breach of Prevailing Wage /Living Wage Provisions. WITHOLDING OF PAYMENT: CONTRACTOR agrees that the Documentation Provision is critical to the City's ability to monitor CONTRACTOR's compliance with the City's public wage obligations. CONTRACTORS further agrees its breach of the Documentation Provision or general public wage obligations results in the need for additional enforcement action to verify compliance with this Addendum. In light of the critical importance of the Documentation Provision, the City and CONTRACTOR agree that CONTRACTORSs compliance with this Addendum is an express condition of City's obligation to make each payment due to the CONTRACTOR pursuant to this Agreement. THE CITY IS NOT OBLIGATED TO MAKE ANY PAYMENT DUE THE CONTRACTOR UNTIL CONTRACTOR HAS PERFORMED ALL OF ITS OBLIGATIONS UNDER THESE PROVISIONS. THIS PROVISION MEANS THAT CITY CAN WITHOLD ALL OR PART OF A PAYMENT TO CONTRACTOR UNTIL ALL REQUIRED DOCUMENTATION IS SUBMITTED. Any payment by the City despite CONTRACTORSs failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Documentation Provision or public wage obligations of the Contractor and the City. 1.4.4 CERTIFICATES / PROOF OF INSURANCE AND ENDORSEMENTS The Contractor shall not commence any of the Work or begin any performance under the Agreement until he /she obtains, at his/her own and sole cost and expense, all required insurance as stipulated by the City. The required insurance shall be provided by the Contractor in conformance with the requirements of Subsection 2.7.2 of the Special Provisions and may include the following: • Workers' Compensation Insurance • Commercial General Liability and Business Automobile Liability Insurance • Course of Construction or Builder's Risk Insurance • Flood Insurance The insurance company or companies utilized by the Contractor shall be authorized and admitted to transact business in the State of California and to issue policies in the amounts required pursuant to the provisions of Subsection 2.7.2 of the Special Provisions. All insurance required shall be placed with insurers with a current A.M. Best's rating of no less than A:VII, and shall contain the endorsements specified in Subsection 2.7.2. Within ten (10) calendar days after receipt of the Notice of Award, Contractor shall furnish to the City for approval as to sufficiency and form, certificates of insurance and original endorsements evidencing the required coverage set forth in Subsection 2.7.2 of the Special Provisions. Endorsements and certificates are to be signed by a person authorized by the insurer to bind coverage on the insurer's behalf. If the insurance called for is provided by more than one company, a separate certificate and the required endorsements shall be provided by each company. City reserves the right to request complete, certified copies of all required insurance policies and endorsements at any time. Failure to provide City with the required insurance coverage, proof of insurance and /or endorsements within ten (10) calendar days of receipt of the Notice of Award, may result in withdrawal of award and forfeiture of the Bidder's Bid Security. The following listed documents, identified in the lower right corner as "Bid MdUffient ", stiall be fully m cuted and submitted with the Bid prior to the time of the opening of Bids. 1.3.1 Bid (Proposal and Workers' Compensation Certificate) 1.3.2 Bid Schedules) 1.3.3 List of Subcontractors 1.3.4 Anti -Trust Claim 1.3.5 Non - Collusion Affidavit 1.3.6 Bid Bond (Bid Security Form) 1.3.7 Bidder's General Information 1.3,3 Bidder's Insurance Statement Failure of a Bidder to fully execute and submit all of the listed documents with the Bid may result In the Bid being rejected as non - responsive. b F{' tl ld I ID (PROPOSAL AND WORKERS' COMPENSATION CERTIFICATE) BID TO: CITY OF LYNWOOD, CALIFORNIA The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with the City in the form of agreement included in Subsection 1.4,1 of the Contract Documents (the "Agreement ") to perform the Work as specified or indicated in said Contract Documents entitled: STREET IMPROVEMENT PROJECT FOR REDWOOD AVENUE FROM STATE STREET TO PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD PROJECT NO. 4011.68.017 Bidder accepts all of the terms and conditions of the Contract Documents, including without limitation those in the Notice Inviting Bids and the Instructions to Bidders dealing with the disposition of the Bid Security. This Bid will remain open for the period stated in the Notice Inviting Bids, unless otherwise required by law. Bidder will enter into the Agreement within the time and in the manner required in the Instructions to Bidders, and will furnish the proof of Insurancelcertificates, insurance endorsements, Payment Bond, Performance Bond, and all Licenses and Permits within the time and in the manner required by the Contract Documents. Bidder has examined copies of all the Contract Documents, including the following ADDENDA (receipt of which Is hereby acknowledged): Number 1 NONE Date Number 2 Date Number 3 Date Number 4 Date Number 5: Date Number 6 Date Bidder has familiarized itself with the nature and extent of the Contract Documents, the Work, the site, the locality where the Work is to be performed, the legal requirements (federal, state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the Work, and has made such independent investigations as Bidder deems necessary, In conformance with the current statutory requirements of California Labor Code Section 1860, et seq., the undersigned confirms the following as Its certification I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be Insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract, Attached hereto are the following completed and fully - executed documents: (1) Bid Schedule(s) "A" and "B," consisting of three (3) pages; (2) List of Subcontractors; (3) Anti -Trust Claim; (4) Non - Collusion Affidavit; (5) Bid Bond (Bid security Form); (6) Bidder's General Information; and (7) Bidder's Insurance Statement. Bidder agrees to complete the Work required under the Contract Documents within the time stipulated in said Contract Documents, and to accepf as full payment therefor the Total Bid Price based on the Lump Sum or Unit Bid Price(s) set forth in the attached Bid Schedule(s). I hereby certify under penalty of perjury under the laws of the State of California that all of the information submitted in connection with this Bid and all of the representations made herein are true and correct. DatedF May .16, 2016 Bidder: Copp /Contracting, Inc. (nature of eldders Aulliorized Representative) Title: Ezekiel A. Copp - President_ 1.3.2 UNIT PRICE BID SCHEDULE (Page 1 of 2 ) Schedule of Prices for the Construction of the: STREET IMPROVEMENT PROJECT REDWOOD AVENUE FROM STATE STREET TO PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO SULLIS ROAD PROJECT NO. 4011.68.017 Item Unit Price Bid Item Estimated Unit Unit Item Amount No. Quantity Price 1 Sawcut and Remove Existing Concrete Sidewalk 2,850 SF $ 3.50 $ 9,975.00 2 Sawcut and Remove Existing Concrete Curb and 3,650 LF $ 14.75 $ 53, 837.50 Gutter 3 Sawcut and Remove Existing Concrete Driveway i3,000 SF _ $ 5.00 $ 15,000.00 Approach 4 Sawcut and Remove Existing Concrete Curb Ramp 9 EA $1,000.00 $ 9,000.00 5 Sawcut and Remove Existing AC Pavement, 8,200 SF $ 2.50 $ 20, 500.00 Gravel Base and Subgrade 6 Prune Tree Roots and Install Root Barriers 2 EA $ 740.00 $ 1,480.00 T7 Removal and Disposal of Existing Tree 13 Fro $ 920.00 .$ 11, 960.00 8 Cold Mill Existing Asphalt Concrete (AC) Pavement 32,000. SF $ .35 $ 11 200.00 (2.5" depth) 9 Cold Mill Existing Asphalt Concrete (AC) Pavement 20,000 SF $ $ thick) .42 8,400.00 10 10 Construct Concrete Sidewalk (4" or 6" thick per ^ 2,600 SF $ 5.00 $ 13, 00.00 plan) 11 Construct Concrete Curb and Gutter 3,650 LF $ 19.00 $ 69, 350.00 12 Construct Concrete Driveway Approach 3,400 SF $ 4.50 $ 15, 300.00 13 Construct Concrete Curb Ramp 9 EA $2,088.00 $ 18, 792, 00 14 Construct Detectable Warning Surface on Existing 2 EA $ $ Curb Ramp 600.00 1,200.00 Provide and Place Crushed Miscellaneous Base 15 450 TON $ 35.55 $ 15, 997.50 16 Construct Asphalt Concrete (AC) Leveling Course 200 TON $ 121.72 $ 24,344.00 (V Thick) COPP CONTRACTING,INC. Name of Bidder or Flfm 1.3.2 UNIT PRICE DID SCHEDULE Continued (Page 2 of 2 ) STREET IMPROVEMENT PROJECT REDWOOD AVENUE FROM STATE STREET TO PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO 13ULLIS ROAD PROJECT NO. 4011.68,017 Item Unit Price Bid Item Estimate Unit Unit Item Amount No, d Price Quantity 17 Construct ARHM Pavement (1.5' Thick) 300 TON $ 115.00 $ 34,500.00 18 Construct Asphalt Concrete (AC) Pavement 450 TON $ 113.00 $ 50, 850.00 19 Adjust Existing Storm Drain/ Sewer /Utllily Manhole 10 EA $ 600.00 $ 6,000.00 Frames and Covers to Finished Grade 20 Adjust Existing Water Valve Can and Cover to 12 EA $ 450.00 $ 5,400.00 Finished Grade Adjust Existing Water Meter Box, Pull Box and 2 EA $ $ 21 Cover to Finished Grade 300.00 600.00 22 Traffic Striping, Marking, Curb Painting, House 1 LS $5,372.50 $ 5,372.50 Addresses, and Signs 23 Install Public Improvement Project Signs 2 EA $1,200.00 $ 2,400.00 24 Re- establish Survey Monument and Centerline 1 LS $6,000.00 $ 6,000.00 Ties TOTAL.AMOUINT BASE BID IN FIGURES: $410,458.50 BID PRICE FOR UNIT PRICE BID SCHEDULE_: $ FOUR HUNDRED TEN THOUSAND FOUR HUNDRED FIFTY— EIGHT - -- IFacu m Ftg..es) DOLLARS AND FIFTY CENTS -- ------------ --------- - - ---- - ---- .lPasomwo.asl QUANTITIES OF WORK: The'quantities of work or material stated In the Unit Price items of the Bid Schedule are supplied only to give an.indicalion of the general scope of the Work. The City does not expressly nor by implication agree that the achtal amounlsof,woik or Material will correspond therewith, and reserves the rigid after award to Inpterise of d .perease_1ho_.quant {ly of any Unit Price Bid Ileni, by an amount tip to 25 percent of increase.or decrease, without a change in the unit prices, and shall have the right to delete any bid Item in ils.etitleely, and. receive full credit in the amounlshown in 1116 Bid Schedule for the deleted item of -Work. COPP CONTRACTING, INC. Name of Bidder or Film INFORMATION REQUIRED OF BIDDER 1.3.3 LIST OF SUBCONTRACTORS As required under Section 4100 et seq., of the Public Contract Code, the Bidder shall list below the name and business address of each subcontractor who will perform Work under this Bid in excess of one-half of one percent of the Contractor's Total Bid Price, or in the case of bids for the construction of streets or highways, including bridges, in excess of one -half of one percent of the Contractor's Total Bid Price, or ten thousand dollars ($10,000), whichever is greater, and shall also list the portion of the Work which will be done by such subcontractor. After the opening of Bids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one subcontractor for each Item of Work to be performed with the words "and/or" will not be permitted. The Contractor shall perform, with its own organization, Contract work amounting to at least 50 percent of the Total Bid Price except that any designated "Specialty Items" may be performed by subcontract, The amount of any such "Specially Items" so performed may be deducted from the Total Bid Price before computing the amount required to be performed by the Contractor with Its own organization. The City will identify an4 "Sb aeialtV lterris" ih. the Bid Sehedulefsl: Where an entire Specialty Item is subcontracted, the value of work subcontracted will be based on the Contract Unit Price for that Item. When a portion of a Specialty Item is subcontracted, the value of work subcontracted will be based on the estimated percentage of the Contract Unit Price for that Item. This will be determined from information submitted by the Contractor and subject to approval by the Engineer. Subcontractor Contractor's Percent License of Total Work to be Performed Number Contract Subcontractor's Name & Address 1. ITEM.f111,12,13 &14 11394471 A &C8 277, 2. ITEM #24 3. ITEM # 22 4.. ITEM 11 6, & #7 5. 6. 118133 & 118601 1.% 11877686 B4O1 .757 C32,D42 802705 C27 D49 3% MARTINEZ CONCRETE INC. 1.3.4 ANTI-TRUST CLAIM Pursuant to Public Contract Code Section 7103.5, upon acceptance of its bid, Contractor agrees to the following: "In entering Into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and Interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties." RESPECTFULLY SUBMITTED: COPP CONTRACTING, INC... Contractor Name Signaffir6 EZEKIEL A. EOPP BUENA PARK CA 90621 -0457 City, State, Zip PRESIDENT Title 11384209 Contractor's License No. . 95- 3422693 Federal I,D. No. (SEAL --if Bid is by a corporation) ATTEST �_aL�_ P.O. BOX 457 BUENA PARK CA 90621 -0457 Address 714 522 7754 . Telephone (with area code) MAY.16, 2016 Date uAn Type of License 1.3.5 NOW.-COLLUSION, AFFIDAVIT (To be Executed by Bidder and Submitted with Cid Pursuant to Public Contract Code Section 7106) State of California, County of . ORANGE... _. EZEKIEL. A. COPP being first duly sworn, deposes and says that he or she is PRESIDENT of COPP CONTRACTING INC the party making the foregoing bid that the bid is not made In the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or Indirectly Induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put In a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or Indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested In the proposed contract; that all statements contained In the bid are true; and further, that the bidder has not , directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. L `.�( J- Cn Signatu e) EZEKIEL A. COPP Typed or Printed Name PRESIDENT Title COPP CONTRACTING,. INC. Contractor/ Company l Bidder Name Subscribed and sworn to before me this 16THday of MAY 20 16 PER ATTACHED, ACKNOWLEDGEMENT Notary Public in and for the State of California My Commission Expires:. AUG. 7. 2018 CALIFORNIA ALL-PURPOSE AMINOWLEDGMENT .r!- .o<.w A notary public or other officer completing this certificate. verifies only the identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ORANGE ) On MAY 16, 2016 before me, YOLANDA LUJAN — NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared EZEKIEL A. COPP Name(s) of SIgner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is /are subscribed to the within Instrument and acknowledged to me that hefshsrrtheg executed the same In his /her {thair authorized capacity(les), and that by hIs/herftfeafr signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official s ai. tin., YOLANIh1 LUJAN } COMM P2074108 a Notary Pui&c- californlap Signature O } ?tRiECOUNTY SMCC..Vh X1P„nAu111 j S' na ur of Wary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Noncollusion Affidavit Document Date: Number of Pages: _I Signers) Other Than Named Above; Capacity(les) Claimed by Signer(s) Signer's Name: EZEKIEL A. COPP Morporate Officer — Title(s): PRESIDENT ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: COPP CONTRACTING INC. 16, 2016 Signer's Name: • Corporate Officer — Title(s): • Partner — ❑ Limited ❑ General • Individual ❑ Attorney In Fact • Trustee ❑ Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org - 1- 800 -US NOTARY (1- 800 - 876 -6827) Item 95907 KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, . Copp Contracting, Inc. aS Principal, and Contractors Bonding and Insurance Company as Surety, are hereby held and firmly' bound unto the City of Lynwood, a California Municipal Corporation, (hereinafter referred to as the "City') in the penal sum of Ten percent of the total amount of the bid DOLLARS ($ _to% . ), being not less than ten percent (10 %) of the Total Bid Price, for the payment of which sum in lawful money of the United States, well and truly to he made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns by these presents. The Condition of the above obligation is such that whereas the Principal has submitted to City a Certain Bid, attached hereto and hereby made a part hereof, to enter into a contract In writing with City for the completion / construction / demolition of Project No. 4011.68,017, entitled: STREET IMPROVEMENT PROJECT REDWOOD AVENUE FROM STATE STREET TO PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD NOW, THEREFORE, a. If said Bid shall be rejected, or b. If said Bid shall be accepted and the Principal shall execute and deliver to the City a contract in the form of agreement set forth in the Contract Documents (properly completed in accordance with said Bid) within ten (10) calendar days after receipt of same from City, and shall, within the time and manner set forth in the Contract Documents, tarnish a Bond for his/her faithful performance of said contract and for the payment of all persons performing labor or furnishing materials in connection therewith, the required proof of insurance /certificates, required insurance endorsements, and shall in all other respects perform the agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligation of said Surety and its Bond shall be in no way impaired or affected by any extension of the time within which the City may accept such Bid; and said Surety does hereby waive notice of any such extension, In the event suit is brought upon this bond by the City and judgment is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney's fee to be fixed by the court. CALIFORNIA ALL-PURPOSE ACICHOWLrOGMEINIT CIVIL CODE § 1189 r A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On MAY 16. 2016 before me, YOLANDA LUSAN - NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared EZEKIEL A. COPP Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is /tm subscribed to the within instrument and acknowledged to me that heAghaftay executed the same in his /herAhetr authorized capaclty(ies), and that by hisAiarftlTdr signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. OIL HYOLAN ,A LUIAN I COMM 92074108 Notary Public• CaliforuiaORANGECOl7NTY µmU�bn�MLOvµA� 7, 7018 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct, WITNESS my hand and official seal. Signature ignatur of otary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: BIDDER'S BOND Document Date: Number of Pages: 2 Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name; EZEKIEL A. COPP ® Corporate Officer — Title(s): PRESIDENT • Partner — ❑ Limited ❑ General • Individual ❑ Attorney in Fact • Trustee ❑ Guardian or Conservator • Other: Signer Is Representing: COPP CONTRACTING,.INC. MAY 16, 2016 Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General • Individual ❑ Attorney In Fact • Trustee ❑ Guardian or Conservator • Other: Signer Is Representing: O 1 , in , • • L„f :11 �• :Iltl, •1 IN WIT NESS WHEREOP, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers on this 121h day of May 2016 PRINCIPAL Copp Contracting, Inc. "(Legal Company Name) Title.EZEKIEL A. COPP— PRESIDENT (Corporate Seal) SURETY Contractors Bonding and Insurance Company (Legal Company Name) Title Linda D. Coats, Attorney -rn -fact, (Corporate Seal) IMPORI'A Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety Insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or In part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS t5 A REQUIRED. FORM. Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative in Calffornia if different from above) (Telephone Number of Surety and Agent or Representative in California) Contractors Bonding and Insurance Company 111 Pacifica, Suite 350 Irvine, CA 92618 See above. (949)341.9110 CALIFORNIA ALL "PURPCSO ACKNOWLEDGMENT CIVIL CODE § 1169 : ��a�reiac�r�s. �rrye ,+.�;•�.�c�scxrac�.:rkr,�;� �satr�c�......, ; , A notary public or other officer completing this certlllcate verifies only the Idenilty of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) On I'h•c c �•, `� U i t_ before me, Adelaide C. Hunter, Notary Public Date Here Insert Name and Title of the Officer personally appeared _Linda D. Coats Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person* whose nme(4 is /era subscribed to the within Instrument and acknowledged to me that #refshe /they executed the same In -His/her /their authorized oapacity(les), and that by#e/her /their signature(4an the Instrument the person*,, or the entity upon behalf of which the person(4 acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph CM . HUNTEfl is true and correct. s 199aaa7 WITNESS m h • Calilarnie � Y and and official seal. ounty A, Y/ k s pat t9, 2016 Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this Informatlon can deter alteration of the document or fraudulent reattachment of this form to an unintended doeumpnr Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signers) Other Than Named Above: Capaclty(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): • Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association • warw.NationalNotary.org *f -8`00:-US NOTARY (1- 800 - 676.6827) Item 45907 �� RLN t� y a.. rnwoma.,m 9025 N. Lindbergh Dr. I Peoria, IL 61615 Phone: (800)645-2402 1 Fax: (309)689-2036 Know All Men by These Presents: POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That this Power of Attorney may be effective and given to either or both of RLI Insurance Company and Contractors Bonding and Insurance Company, required for the applicable bond. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each Illinois corporations (as applicable), each authorized and licensed to do business in all states and the District of Columbia do hereby make, constitute and appoint: Linda D. Coats, Matthew J Coats Summer Reyes iointly or severally in the Cnty of Laguna Hills , State of California as Attorney in Fact, with fill power and authority hereby conferred upon hiinther to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds, undertakings, and recognizances in an amount not to exceed Ten Million Dollars ( $10,000,000,00 ) for any single obligation. The acknowledginent and execution of such bond by the said Attorney in Fact shall be as binding upon this Company as if such bond had been executed and acknowledged by the regularly elected officers of this Company. RLI Insurance Company and Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of the Resolution adopted by the Board of Directors of each such corporation, and now in force, to -wit: "All bonds, policies, undertakings, Provers of Attorney or other obligations of the Corporation shall be executed in the corporate name of the Corporation by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys In Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Corporation. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the Corporation. The signature of any such officer and the corporate seal may be printed by facsimile or other electronic image." IN WITNESS WHEREOF, RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 28th day of January. 2Q?. °ot�ax�:os -,,, •••^'Pee °'• RLI Insurance Company ,a`pF ........ O `,AyJ 001, 4apPORgjR•q m �'40pPO"q .44 j" Contractors Bonding and Insurance Company F.SEAL `.SEAL. --. °o'•. . .�,?� Roy C. Die Vice President State of Illinois •.....• SS �rru,as•, It C'INetS >' County of Peoria " ' .. CERTIFICATE On this 28th day of January 2015 before me, a Notary Public, personalty appeared Roy C. Die who being by me duly swom, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the RLI Insurance Company and/or Contractors Bonding and Insurance Company, and acknowledged said instrument to be the voluntary act and deed of said corporation. 1, the undersigned officer of RLI Insurance Company, and/or Contractors Bonding and Insurance Company, each Illinois corporations, do hereby certify that the attached Power of Attomey is in full force and effect and is irrevocable; and Guthennore, that the Resolution of the Company as set forth in the Prover of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Com anpp and/or Conti-actors Bonding and Insurance Company this T! day of 111�J G /W. RLI Insurance Company Notary Public Contractors Bonding and Insurance Company `OFFICIAL SEAL" Roy C. Die Vice President JACQUELINE M. 8CCK1ER COMMISSION WIRES 0144th 0476101020212 A0059115 1.3.7 BIDDER'S GENERAL INFORMATION The Bidder shall furnish the following information. Failure to complete and attach all items may cause the Bid to be rejected as non - responsive. 2. 3, El BIDDERICONTRACTOR'S Name and Street Address: COPP CONTRACTING, INC. P.O. BOX 457 BUENA PARK CA 90621 - 045.7 CONTRACTOR'S Telephone Number: ( 714) 522 7754 Facsimile Number: ( 714 ) 522 207.4. . CONTRACTOR'S License: Primary Classification "A" State License Number(s) 384209 Supplemental License Classifications NONE Surety Company and Agent who will provide the required Bonds on this Contract: Name of Surety: LINDA D. COATS SURETY SERVICE Address: 23046 AVENIDA DE LA CARLOTA 11600 LAGUNA HILLS. CA' 92653 Surety Company Agent: LINDA. . COAT OR NATT COATS Telephone Numbers: Agent ( 949) 457 1060 Surety ( 949) 949 342 9110 5. Type of Business Entity (Sole Proprietorship, Partnership, Corporation, etc.): CORPORATION 6. Corporation organized under the laws of the State of: CALIFORNIA 7. Is your business entity qualified to do business In the State of California?: YES Date qualified. .1.979 8. List the names, addresses and titles of the principal memberstofficers of your business entity: Name Title Address EZEKIEL.A.,COPV PRESIDENT 6751 STANTON AVE. BUENA PARK CA 40621 ERLINDA COPP SECRETARY. 6751 STANTON AVE. .BUENA PARK CA 90621 .DENNIS 14. COPP VICE— PRESIDENT 6751 STANTON AVE., BUENA .PARK CA 90621 JOHN W. COPP VICE — PRESIDENT 6751 STANTON AVE. BUENA PARK CA 90621 1,3.7 BIDDER'S GENERAL INFORMATION (Continued) 9. Number of years experence as contractor performing the specific type of construction or Work required for this Project as set forth in the Contract Documents: 36 YRS. 10. List at least three projects completed to date Involving construction or Work similar to that required for the completion of this Project: a. Owner CITY OF GLENDORA Address..,116FOOTHILL BLVD, Contact BARDIA.RASTAN Class of Work SLURRY,A /C PAVE, .COLDMILL,STRIPING Phone 626 914 8258 Contract Amount 156.691.90 Project SLURRY SEAL & REHAB. Date Completed .2/2016.. b. Owner.: CITY OF MENIFEE Contact .CARLOS GERONIMO Phone 951 6391368 Project ANTELOPE .PROJECT C. Owner .CITY OF.COMPTON Contact . JOHN STRICKLAND Phone. 310.6M 5505, Project ST. REHADILITATION Address 29.714, HAUN RD.. Class of Work GRIND, CHIPSEAL PCC, A/C PAVE,CRACI Contract Amount 504,970.,50 Date Completed 11/2015 Address 205 WILLOWBROOK AVE ClassofWork .COLDMILL, OVERLAY, P.CC, LOOPS, STRIP] ContractAmount 2,426.843. Date Completed e 12nt s . 11. Has Bidder ever failed to complete any work awarded to It? if so, note when, where, and why: NO 12. List the name and title of the person who will supervise full -time the proposed work for your firm: EZEKIEL A. COPP — PRESIDENT. 13. Is full -time supervisor an employee YES or an independent contractor? No 14. Please attach resumes of key construction personnel who will be assigned to the Work on this Project. Note: Bidder agrees that personnel named on this form and In the attached resumes will remain on this Project until completion of all relevant Work, unless substituted by personnel of equivalent experience and qualifications approved in advance by the City. 15. A financial statement or other Information and references sufficiently comprehensive to permit an appraisal of your current financial condition may be required by the Engineer. EZEKIEL A. COPP HAS 29 YEARS OF PUBLIC WORKS CONSTRUCTION CONSISTING OF STREET RECONSTRUCTION, ST. RESURFACING, CONCRETE CONST. CITY OF LYNWOOD - 610 CHIPSEAL AND CnT.n MTT.T.TMr _ 4 HIM PAGE 1 of 1.3.8 BIDDER'S INSURANOE STATEMENT (To Be Submitted with Bid) BIDDER HEREBY CERTIFIES that the Bidder has reviewed and understands the insurance requirements set forth in Subsection 1,4.4 of the Bidding and Contractual Documents and Forms, Subsection 2.7.2 of the Special Provisions and elsewhere in the Contract Documents. Should the Bidder be awarded the contract for the Work, Bidder further certifies that it can meet all insurance requirements set forth in. the Contract Documents, including, but not limited to, providing or requiring insurance coverage for subcontractors; naming of City as an additional insured, and providing waivers of subrogation. Bidder acknowledges and understands that all cost associated with providing and maintaining the required insurance coverage are the sole responsibility of the Contractor and that the costs of procuring and maintaining said coverage is included In Contractor's Bid, Bidder further agrees and certifies that if awarded the contract, Bidder will provide the proof of insurance and endorsements required by the Contract Documents within ten (10) calendar days of receipt of the Notice of Award. Bidder acknowledges that failure to provide City with the required insurance coverage, proof of insurance and/or endorsements within ten (10) calendar days of receipt of the Notice of Award, may result in withdrawal of award and forfeiture of the Bidder's Bid Security. Dated: MAY 16, 2016 Bidder: COPP CONTRACTING, INC. CITY OF LYNWOOD —610 4 (Slgnj dre of Bidde s Ihoriied Representative) Title: EZEKIEL A. COPP — PRESIDENT 1.4 -8 PAGE 1 of SECTION 3 ECON04 OC OPPORTUNITY PLAN (Rc :,iant, C 1rastor, Subcon(ftd0l - - e. Ccnta Pei: COPP CONTRACTING, INC. t'fl1714 522 7754 LBU�IEINA X 457 ARK C A 90621 -0457 .6, Ha gPrr•,cc; 9• RcperlSubnitsd n. �n prim r�xie i Nsa a aaFarta. ys (ea e2-41 tN'cjr:un Wa) gRtpl®Vmene and vealli ft COMMVL -�ent F S- 7 ®t AGGRUaAT� t?ae1Al'NIC tOiA6 H�J HIREY ScC719N 3 HIRES W�f ©AHE SECii ®N 3 NEdJ C ® ®E (S) JOB CATEGORY NEW 111RES 'SECTION 3 HIRES HIRES (4 TRAINED 9 � 4 & G Tr de: ..dde: tde: Trada: Trada: fccig9r.:e8cry, st�rxr:.�`'.wra, nr9, Gerccs9; 6`T?arvEea Pt5b1�r�1 1 MME OF SE=10H 8 MUSIM0:9 C�ide'yi,N SPE«lrrY,cc''tfa' ucr'om OR P)d:3i�:t'3B7Z31SOi'ri.ntl 6'OV•7st?A� OMTRA..°'1APOiWY ��Ei3D 9 � � S 4 !1 S COPP CONTRACTING, INC. CONCTRU.CTION X Prcgram Csdox W�t�ita�s �'� t � P,aur�a SUlir,'iy' ®� HC,`1ig.�te.s[rt:ini(Agfl t p•517d?9 A,i•,5�'11 2 n Sadkn 20mi1 7 a Crew • GWramW a eta Ameemn 3 o fuC9rAn@zn Hcuyt� t)9 Ayl'11a =,1. © a Me ^ Stato A.t571ntsl;isu` 3 n tiaWa ARWtkmn C R,fj :F,jCAti1 ON OF'i' old =SEGREGA'rED F'ACgY.if' ES (Fesdera y Ass0,terd PrpluM) 'File federally assisted construction contractor certified that he does not maintain or provide for his employees ariy segregated facilities at any of his establishments, and that he does not permit his employees to perform tlieir services at any location under his control, where segregated facilities are, maintained. The federally assiste0 construction contractor codifies further that he will not maintain or provide for his employees any ssgregal "e facilities at any of his establishments, and that he vnll not permit his employees to perform their services at aqy location, under his control, where segregated facilities are maintained. The federally assisted construction contractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in the conirach As used in this certification, the term "segregated facilities" mean any wafting rooms, work areas restrooms and washrooms; restaurants and other eating areas, time clock, locker rooms and other storage or dressing areas; parking tots, drinking fountains, recreation or entertainment areas transportation, and housing facilities provided for employees which are segregated by explicit directive or are to fact.segregated on the basis of race, creed, color or national origin, because of habit, local custom, Or otherwise, The federally assisted construction contractor agrees that (except where he has obtained . identical certifications from proposed sU@ contractors for spedlicafine pedods) he will obtain Identical cerifilcatlens from proposed subcontractors prior to thin -award of stibconlraets; of ;10,000 and above aranol exempt from. the provisions o(the_.Equal OpporWnity clause,, and that he will retarri such certifications In his (Iles. NOTE: 'the penalty for making false statements in offers is prescribed in 18 U.S.C. 1001, Com an :- COPP CONTRACTING, INC.. -• Title: PRESIDENT .date:__ MAY 16, 2016 I:lnonseg.con CERTIF1,0ATION tJ'b'iTH REGARLA M THE PERFORNIA lCE OF fi s' �3J CON T IFI CTS OR SUBCONTRACTS SUBiEC'T TO THE FE UAL OPPORTUNITY CLAUSE AND THE FILING OF REQUIRED REPORTS The bidder x , proposed subcontractor x hereby certifies that he has x , has not , participated In a previous contract or subcontract subject to the Equal; Opportunity clause, as required by Executive Orders 10925, 11114, or 11246 and that he has x , has not —, filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filing requirements. COPP CONTRACTING, INC. (Company) gy EZEKIEL A. COPP. . 1 1: ` �n (Type or Piint Name) (Signature) 6 „ _,,....... .. PRESIDENT (iHle) DATE: AIAY 1.4, 20,16. NOTE: THE ABOVE CERTIFICATION IS REQUIRED BY THE EQUAL EMPLOYMENT OPPORTUNITY REGULATIONS OF THE SECRETARY OF LABOR (41 CFR 60-1.7 (B) (1), AND MUST RE SUBMITTED BY:DIDDER5 AND.PROP680 SUBCONTRACTORS ONLY IN CONNECTION WITH CONTRACTS AND.SUBCONTRAdtb WHICH.ARE SUD<1,E0T TO THE EQUAL OPPORTUNITY CLAUSE, CONTRACTS AND SUBCONTRACTS WHICH ARE EXEMPT FROM THE EQUAL OPPORTUNITY. CLAUSE ARE SET FORTH IN 41 CFR 60 •'1:5' (GENERALLY ONLY CONTRACTS (A SUBCONTRACTS OF 510,000 OR UNDER ARE EXEMPT.) PROPOSED PRIME CONTRACTORS AND SUBCONTRACTORS WHO HAVE PARTICIPATED IN A PREVIOUS CONTRACT OR REPORTS SHOULD NOTE rTHAT 41UCFR 6- 0 E; 7 (13)(1 PREVENTS6THE AWARD OFECONTRACTS'AND SUBCONTRACTS UNLESS SUCH CONTRACTOR SUBMITS A REPORT COVERING THE DELINQUENT PET-110D:OR SUCH OTHER. PERIOD SPECIFIED BYTHE U. S. DEPARTMENT OF THE INTERIOR OR THE DIRECTOR, oizhdE OF Pr 6EM CONTRAOT COMPLIANCE, U. S. DEPARTMENT OF LABOR. RVA61 wardiwpd0u ipr"PP+ f core 4011.68.017 . STREET IMPROVEMENT PROJECT FOR RED1400D AVENUE FROM STATE Project NumbezatidTitle PEACH STREET WALNUT AVENUE FROM BIRCH STREET TO BULLIS ROAD. Thet undersigned contractor agrees to implement the following affirmative action steps directed at increasing the utilization of lower income residents and, business concerns location within the City of Lynwood 1, Take affirmative action to ensure that employees or applicants for employment or training are not discriminated against. because .of.. race, color, religion, sex or national origin. 2. Send a notice of the. contractor''s Section 3 commitment to eac11 labor organization . or representative of workers, and post a copy of the notice at a conspicuous place available to. employees and applicants ;for. eniploymenr or training. 3. To the greatest extent feasible, make a .good €aiilt effort to recruit for. employment or training looter income residents "from the city, and to award contracts to business concerns which are loca fed in or owned'in substantial part by persons residing in the city through.use of, T,ocal advertising media, signs placed at the project site, and notification to. comuuudity oiganiiations and public or private in operating within of serving the project. area such as Service Employment and Redevelopment .(SER), .Oppottuoides Industrialization Center. (014. Urban League, Concentrated .1314jopment Program, U.S. Employment Service, Chamber Of Corru iftce, labor unions, trade. associations W business concerns. 4. Maintain a file of all low income area residents who applied for employment or training either on their own or on referral from any source, and the action taken with rtspco to each: area resident. 5. Maintain a qIe on all business concerns located in the city that submitted a bid for work onthe project, and the action taken with respect to each bid. 6. Maintain a file, which will include all memoranda, etc., which document that affirmative action steps have been taken. 7. Incorporate the Section 3.Clause provisions in all subcontracts, and require subcontractors to submit a Section 3 Affirmative Action Plan, 8. List prbject work forgc needs for the project by occupation, trade, skill level, and number of positions on the attached form. 9. List information related to subcontracts to be awarded on the attached form. COPP. CONTRACTING, INC. C Company Name Signature EZEKISL A. COPP P.O. BOX 457 BllENA PARK CA 90621 PRESIDENT T Address Title Business registry 8 P_e'l1On 3 Business Registry IW5rnlnTION% r'Aps cutrrA(rus li2)ii i; )1': II. f111.il Search for a Misiness Page 1 of 1 0118 Approval Bo. 25294052(erp, 05)312918) 1'6¢I11he See6An3tueln ^ss RardslN A IDS=cllon 3 emire•s gemslcra BO +nev Seareh (or¢eusiness Search Por Scclian 3 Sclh('eltitictl ri113111C+5SC3 Select You. state Select tour Carroty SO1e t y¢ur City Select Yonr Zip C.d. .v BUEMA PARK v .Oran �a J s J .. ❑ Brich AINS0mT ❑ CeIrPentlY ❑ B1aelvle1 0 Genelvd Conhaelor 0 11VAC O IT ❑ Janitor).nl 0 Landscaping ❑ Lead Pln2nrd COMM ❑ Btatntenaoe0 ❑ PainIEgVDry Wall[] Plumbing ❑ Security ❑ Other OnL• Show Businesses Thatarouirino ❑ &=_arch for nosiness [a:pnrt results to Excel Uudinsss damn Suslntta Address 2usincsa Tciephen¢ Sucinc:o Type C oPPCONTPACrzNGINC6751STAtIT011AVE ,9UEIIAPATW,G4906217145227754 General Cont,40or HVD bas m.I +ciiOed tiv Irumma:p„n srdmrilyd ty bushss:cs iofed'm fh:a mQsuynM does ml omlmae ItnsrnTCas Ibat lhaypro•1.da. U -.mRof tda dabbnx are ruengiy cnwmogM to Padmt duo dilgerea try eerttaag Sttticn 3eCg�biwfi• bertte ryoV,dm9 F:e!erCnea or avn�dmg ceNras4ao funs Ilml w• /c.a:ceiefed MNr 5°U:nn 3 s[zfus vich iha D,"'dmerl. Us, De I Notify HUD Ifl Saspmtnuta ElmAaRss In 16ts ReS+strp soy Tfatlfe<tSttnon3 01g4111"Crnatu2 If I,, beletb Hula fcm rue miae.•mcs m: d ilwll vs u SettCn 3 No:ug &rs• prase sutnr6 an emal to the US. Dw Ifiasm of Holuing end Wbvn Ua.Ii Fnuml by offering Iwo q 39Yf A d v. Yoga .0101 0haut8 cenlea 1". foau' 0 WOMO ton: Your romo, lelephono number, and small address (this Warmanon will net be shared oublde of HUD) Name, city, and sots el firm that has allege d:y m&lepraeorded IheY status as a Seetten 3 bushes. Any m mathm explanations descnb:ng erhyyau bsbava that this fum does rot meettha SrCtOn3 Eashess eCPbLy Ct]mi -. U.S. D= pamnontof Housing and Urban Davelapmont 451711 Street S.W.. Washin9lon, DC 20410 TekpMna: (202) 7084112 TTY: (202) 703-1455. HUD iii-rts H nortalamsk ud. Rov/ Sec3BusReg /BRegistry/UpdateBusiness.action 10/6/2015 Y Sate 0 f �allf °mfa ,CONTRACTORRSS' AT LICENSE SOARD �209 CORP ,. COPP CONTRACTING INCORPORATED A - 11!3012017 WWw.cslb.ca.gov ' Nµ V AGENDA STAFF REPORT DATE: June 7. 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager 'A � PREPARED BY: Raul Godinez II, P.E., Director of Public Works / City Engineer ` Elias Saikaly, P. E., Senior Public Works Manager SUBJECT: Contract Award and Fund Appropriation for Engineering and Traffic Study / Speed Survey Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO WILLDAN IN THE AMOUNT OF $10,808 FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND APPROPRIATING $20,000 FROM THE UNAPPROPRIATED PROP. C FUND FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY PROJECT'. Background: Per California Vehicle Code sections 627, 22357, 22358 and 40802, an Engineering and Traffic Study or Speed Zone Study is required every 5 years in order to set and enforce speed limits by radar or other electronic devices. The last Speed Zone Study was conducted in 2002 which expired in year 2007. On April 19, 2016, the City Council authorized a Request for Proposal (RFP) for engineering and traffic study/ Speed Zone Study from qualified traffic engineering firms. Discussion & Analysis: In order to enforce speed limits by radar or other electronic devices, a study must be conducted every five years. Sections 40802 of the California Vehicle Codes defines a speed limit enforced by radar and which speed limit is not justified by an engineering and traffic survey conducted within five years prior to the date of alleged violation..." constitutes a speed trap. Since speed traps are illegal, the lack of an adequate study effectively precludes the police from using radar for speed enforcement. The exceptions to this are local residential streets, areas near children playgrounds or schools, and narrow streets, which have a prima facie speed limit of 25 miles - per -hour (mph). Staff issued the RFP on April 4, 2016 and the following, Eight (8) proposals were received on May 18, 2016: CONSULTANT COST WILLDAN ENGINEERING $ 10,808.00 CNC ENGINEERING $ 21,212.00 EVAN BROOKS ASSOCIATES $ 21,000.00 TRANSTECH ENGINEERS, INC. $ 22,120.00 INFRASTRUCTURE ENGINEERS $ 17,938.00 DKS ASSOCIATES $ 18,771.00 KIMLEY HORN $ 19,750.00 MINIGAR & ASSOCIATES, INC. $ 19,999.00 The proposals were evaluated by the following criteria: 1. Experience: Has the firm demonstrated the ability to successfully provide services for projects of similar complexity and nature as described herein? (20 %) 2. Staff: Do the qualifications of key personnel to be assigned to this project coincide with tasks listed in the Scope of Work? Do assigned personnel have requisite education, experience, and professional qualifications? (20 %) 3. Project Management Approach: How well has the firm described its ability to achieve budget, schedule and project delivery goals for this project? (15 %) 4. References: How many references have been provided, and are the firm's references from past clients and associates favorable? (15 %) 5. Proposed Fee (30 %). After evaluation of the proposals against the criteria above, they were ranked as follows: RANK CONSULTANT 1 WILLDAN ENGINEERING 2 MINIGAR & ASSOCIATES, INC. 3 KIMLEY HORN 4 TRANSTECH ENGINEERS, INC. 5 INFRASTRUCTURE ENGINEERS 6 CNC ENGINEERING 7 DKS ASSOCIATES S EVAN BROOKS ASSOCIATES Staff recommends award to be top ranked firm, Willdan Engineering, in the amount of $10,808.00. By preparing and adopting this study, the police department will be able to enforce posted speed limits with radar or other electronic equipment, on non - residential streets. This traffic study is eligible for the use of Prop C Fund. As such, engineering staff requested from MTA an appropriation of funds in the amount of $20,000 to cover the cost. On May 25, 2016, the City received a confirmation from MTA to use Prop C funds in the amount of $20,000. Fiscal Impact: This Traffic Study is fully funded by Prop C Fund, and there are adequate Prop. C funds in fund balance to fund this appropriation. Coordinated With: City Attorney's Office City Clerk's Office Finance Department RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, AWARDING A CONTRACT TO WILLDAN IN THE AMOUNT OF $10,808 FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND APPROPRIATING $20,000 FROM THE UNAPPROPRIATED PROP. C FUND FOR THE ENGINEERING AND TRAFFIC STUDY / SPEED SURVEY PROJECT WHEREAS, On April 19, 2016, the City Council authorized staff to issue a Request for Proposal (RFP) for engineering and traffic study/ Speed Zone Study from qualified traffic engineering firms; and WHEREAS, per California Vehicle Code sections 627, 22357, 22358 and 40802, the engineering and traffic study or Speed Zone Survey, to establish the proper speed limit, is required every Five (5) years; and WHEREAS, the last engineering and traffic study/ Speed Survey Study for arterial and collector roads was conducted in 2002; and WHEREAS, engineering staff requested from MTA an appropriation of funds in the amount of $20,000 to cover the cost of the study; and WHEREAS, on May 25, 2016 the City received a confirmation from MTA to use Prop C funds for the Engineering and Traffic study/ Speed Zone Study, in the amount of $20,000, using Prop. C Fund. WHEREAS, The proposals were evaluated by the following criteria: Experience: Has the firm demonstrated the ability to successfully provide services for projects of similar complexity and nature as described herein? (20 %) 2. Staff: Do the qualifications of key personnel to be assigned to this project coincide with tasks listed in the Scope of Work? Do assigned personnel have requisite education, experience, and professional qualifications? (20 %) 3. Project Management Approach: How well has the firm described its ability to achieve budget, schedule and project delivery goals for this project? (15 %) 4. References: How many references have been provided, and are the firm's references from past clients and associates favorable? (15 %) 5. Proposed Fee (30 %). After evaluation of the proposals against the criteria above, they were ranked as follows: RANK CONSULTANT 1 WILLDAN ENGINEERING 2 MINIGAR & ASSOCIATES, INC. 3 KIMLEY HORN 4 TRANSTECH ENGINEERS, INC. 5 INFRASTRUCTURE ENGINEERS 6 CNC ENGINEERING 7 DKS ASSOCIATES 8 EVAN BROOKS ASSOCIATES NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Lynwood authorizes the City Manager to award the contract to Willdan and appropriate funds from the unappropriated Prop. C fund for the Engineering and Traffic Study/ Speed Zone Study, as follows; From To Unappropriated Prop. C Fund Engineering and Traffic Study /Speed Survey $20,000 $20,000 Section 2. This resolution shall take effect 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 7th day of June, 2016. ATTEST: Maria QuMonez, City Clerk APPROVED AS TO FORM: David Garcia, City Attorney Edwin E. Hernandez, Mayor APPROVED AS TO CONTENT: J. Arnoldo Beltran, City Manager Raul Godinez II, P.E., Director of Public Works /City Engineer 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 the City of Lynwood at a regular meeting held in the City Hall of said City on the day of , and passed by the following vote: AYES: NOES: ABSENT: 0 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 forgoing 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 City Clerk, City of Lynwood SERVICES AGREEMENT This agreement ( "Agreement') is made as of - - - - -, by and between the City of Lynwood, a California municipal corporation (the "City'), and ( "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: Consultants 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 be for a term of 120 days, commencing on the issuance of the Notice to Proceed as issued by the Director of Public Works /City Engineer, (the "Commencement Date') and terminating 120 days months afterwards, (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. On or before thirty (30) days prior to the Termination Date, Consultant and City shall meet to discuss this Agreement and its possible extension and or modification. In the event 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 (3) months following the Termination Date with payment not to exceed $15,000 and applies to any extension of the existing contract. If the Parties execute no new agreement by the end of the three -month period following the Termination Date, this Agreement shall terminate at the end of such three -month period. 3. Compensation. A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. Each invoice shall include a breakdown of all monthly services performed together with the hours spent on each service. City shall endeavor to pay invoices bearing correct and authorized charges within thirty (30) days of the date they are received; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. City shall not be responsible to Consultant for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Consultant for the design of streets pursuant to this Agreement shall not exceed - -- ($- - - - -), which shall be payable as set forth in the Compensation Schedule in the attached Exhibit A. 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 only if approved in advance in writing by the City Manager or designee. 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 of Lynwood City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Director of Public Works /City Engineer Consultant 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 Design Services Approach "Appendix A" (Two (2) pages); Infrastructure Engineers. Fee Proposal and Compensation Schedule (One (1) page) Exhibit B — General Terms and Conditions (Six (6) pages) SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below. CITY OF LYNWOOD By: , Mayor Date ATTEST: By: Maria Quinones City Clerk APPROVED AS TO FORM: By: David A. Garcia, City Attorney CONSULTANT By: _ Date EXHIBIT A SCOPE OF SERVICES 4 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 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 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 5 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. D. Consultant represents to the City, and City relies on Consultant's representations, that Consultant shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of the Consultant or any of the Consultant's employees, except as otherwise set forth in the Agreement. The Consultant may 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 the City. The City has no duty, obligation, or responsibility to the Consultant's agents or employees, including the Affordable Care Act coverage requirements. The Consultant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to the Consultant's agents and employees. Consultant warrants and represents that the City will not responsible and will not be held liable for issues related to the Consultant's status as an independent contract, including Contractor's failure to comply with the Contractor's duties, obligations, and responsibilities under the Affordable Care Act. The Consultant agrees to defend, indemnify, and hold the City harmless for any and all taxes, claims, and penalties against the City related to the Consultant's obligations under the Affordable Care Act. 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 $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 ". 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, 7 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. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct 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 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 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 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 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 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 sections 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 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. 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 appropriate officer of the City as set forth in subsection 6 -3.1 et seq. of the Lynwood Municipal Code and attested by the 10 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. 11 F4 AGENDA STAFF REPORT ',LlyO¢S1 DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED.BY: J. Arnoldo Beltran, City Manager �_A6' PREPARED BY: Mark Flores, Director of Recreation and Community Service Raul Godinez II, P.E., Director of Public Works /City Engineer Lorry Hempe, Public Works Special Projects Manager SUBJECT: Approval of Appropriation for the Purchase of Technological Components and Furnishings at Yvonne Burke -John D. Ham Park Community Center Recommendation: Staff recommends that the City Council adopt the attached resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF CITY OF LYNWOOD APPROVING THE APPROPRIATION OF $112,017 FOR THE TECHNOLOGICAL COMPONENTS AND FURNISHINGS AT THE YVONNE BURKE -JOHN D. HAM PARK COMMUNITY CENTEWAND APPROVING STAFF TO PURCHASE THE ITEMS BY WAY OF AN INFORMAL BID PROCESS THROUGH A 415TH VOTE OF THE CITY COUNCIL." 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 achieve a LEED Silver certification. The construction of the Community Center is underway. Barring any construction delay that may arise, staff anticipates that the construction will be completed by October 1, 2016. ITEM V Recreation and Community Services has provided their list of furniture needs, audio visuals, and other technological needs for the facility. The estimate to fund the furniture and technological components is estimated at $112,017. Discussion & Analysis: Furnishings and Technological Components Once built, the Community Center will have a variety of uses to serve the community. Recreation and Community Services proposes to offer five (5) computers to be used by the community's youth. Tables and chairs are also needed to provide lounging area for young people for homework and game activities. Televisions will also be available for use. The Community Center can also be used for public rentals. There will be a large multipurpose room and outdoor patio area. The furnishings recommended will also provide tables and chairs for the community rentals. Project Budget The City Council approved a budget of $5,691,144 for the Community Center Project (CIP NO. 67.007). Funding comes from a Proposition 84 Grant, a County Open Space Grant and Development Impact Fees. The funding from the grants are restricted. For example, Proposition 84 grant disallows the use of the grant for furniture. The Los Angeles County Park Grant (County Grant) can only be used for construction hard cost. However, the cost for kitchen and concession stand equipment will be paid from the project budget as part of fixture and equipment cost. The project budget is also limited. The budget provides only a 5% contingency for construction for this project, which is a very low contingency for a construction project of this size. Staff anticipates using the County Grant to cover the cost of construction. Appropriation Request Staff estimates that the cost to provide the needed furnishings and technology components at $112,017, broken down as follows: Purpose Estimate Large Multi- Purpose Room (folding chairs, storage caddies, rectangular tables) $19,479 Small Multi-Purpose Room chairs, caddies, rectangular tables $9,706 Game Room half round tables, lounge chairs, laminated tables $13,675 Office Furniture (lobby, security, and staff offices $8,057 Court and Furniture $4,506 Office Equipment (SonicWall Firewall Security, Network Switchport, Shortel phones, wifi router, printer, 3 office computers) $5,147 Com uter lab 5 computers) $4,350 AudioNisual System 2 LCD televisions, projector, wireless $37,097 2 Purpose Estimate microphones, audios stem, mounting) Recreation and Surveillance System with DVR and 8 Cameras $10,000 Total $112,017 Staff recommends the use of savings from FY16 Approved Budget. Account Amount Recreation and Community Services 1011.60.705.60001 $27,390 1011.60.745.60005 $20,000 1011.60.715.60001 $5,000 1011.60.740.60001 $5,500 1011.60.740.60005 $6,000 1011.60.720.60001 $4,000 1011.60.705.62015 $3,900 1011.60.715.62015 $960 1011.60.720.62015 $1,400 1011.60.740.62015 $2,400 Public Works Department 1011.45.415.63025 $35,467 Subtotal: $112,017 SCE Savings by Design Staff submitted an application with the Southern California Edison (SCE) to participate in the Savings by Design. Based on the energy savings components of the community center, it is estimated that the City may receive a payment of up to $18,771 from SCE. We can use this payment to offset some of the furniture costs associated with the General Fund, or to find any additional items not captured by this appropriation. Fiscal Impact: The fiscal impact is estimated at $112,017. Staff recommend to obtain funding from the FY16 Budget savings and appropriate them to the Community Center CIP NO. 4011.67.007. Coordinated With: Finance & Administration Recreation and Community Services City Attorney c RESOLUTION. A RESOLUTION OF THE CITY COUNCIL OF CITY OF LYNWOOD APPROVING THE APPROPRIATION OF $112,017 FOR THE TECHNOLOGICAL COMPONENTS AND FURNISHINGS AT THE YVONNE BURKE-JOHN D. HAM PARK COMMUNITY CENTER AND APPROVING STAFF TO PURCHASE THE ITEMS BY WAY OF AN INFORMAL BID PROCESS THROUGH A 415TH VOTE OF THE CITY COUNCIL 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); and WHEREAS, the Project, once completed will serve the community; and WHEREAS, the funding sources used for the Project are restricted and limited; and WHEREAS, Recreation and Community Services has identified a need to purchase furniture and technology components for the community center; and WHEREAS, the Recreation and Community Services Department, along with the Public Works Department, have identified savings from their FY16 Approved Budgets for these items. 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 appropriation of $112,017 from FY16 Budget savings from the accounts listed below to the Yvonne Burke John D. Ham Park Community Center CIP Project 4011.67.007. Account Amount Recreation and Community Services 1011.60.705.60001 $27,390 1011.60.745.60005 $20,000 1011.60.715.60001 $5,000 1011.60.740.60001 $5,500 1011.60.740.60005 $6,000 1011.60.720.60001 $4,000 1011.60.705.62015 $3,900 1011.60.715.62015 $960 1011.60.720.62015 $1,400 1011.60.740.62015 $2,400 Public Works Department t! Account Amount 1011.45.415.63025 $35,467 Subtotal: $112,017 Section 2. That the City Council authorizes the City Manager or his designee to make informal bid purchase(s) of furniture and technology components through a 4/5 vote of the City Council that the acquisition may be more economically and efficiently effected through alternate procedure under 6- 3- 13(a)(3) of the Lynwood Municipal Code. Section 3. That this Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 7th day of June, 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 yLIFO4� F ". �t•I�o �'�a� d AGENDA STAFF REPORT DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager — PREPARED BY: Amanda Hall, Finance Director SUBJECT: Resolutions of the City Council of the City of Lynwood Declaring a State of Fiscal Emergency and Placing a Penny Ballot Initiative Before the Voters of the City of Lynwood Recommendation: Staff recommends that the City Council adopt the attached resolutions entitled: • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD UNANIMOUSLY DECLARING A FISCAL EMERGENCY IN THE CITY OF LYNWOOD • AN ORDINANCE OF THE PEOPLE OF THE CITY OF LYNWOOD, CALIFORNIA, ENACTING A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD (1) CALLING AN ELECTION TO ASK THE VOTERS TO APPROVE THE PENNY BALLOT INITIATIVE (GENERAL TRANSACTIONS AND USE TAX OF ONE CENT); (2) APPROVING THE FORM OF THE ORDINANCE TO BE SUBMITTED TO THE VOTERS (3) CONSOLIDATING THE ELECTION WITH THE COUNTY ELECTION (4) AND SETTING THE TIME AND MANNER FOR SUBMITTAL OF ARGUMENTS AND REBUTTALS Background: FY 2015 -16 Budget Overview On July 7, 2015, the City Council adopted the FY 2015 -16 Citywide Budget (Resolution No. 2015.108). The FY 2015 -16 General Fund Budget included expenditures in the amount of $27.9 million offset by $27.5 million in projected revenues and $0.4 million in 1 AGENDA ITEM a 0 pg LY.�.� F" `�'° AGENDA STAFF REPORT 't,FO¢�` AMENDED DATE: June 7, 2016 TO: Honorable Mayor and Members of the City Council APPROVED BY: J. Arnoldo Beltran, City Manager PREPARED BY: Amanda Hall, Finance Director SUBJECT: Resolutions of the City Council of the City of Lynwood Declaring a State of Fiscal Emergency and Placing a Penny Ballot Initiative Before the Voters of the City of Lynwood Recommendation: Staff recommends that the City Council adopt the attached resolutions entitled: • RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD UNANIMOUSLY DECLARING A FISCAL EMERGENCY IN THE CITY OF LYNWOOD • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD CALLING AND GIVING NOTICE OF THE HOLDING OF A SPECIAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2016, FOR THE SUBMISSION TO THE VOTERS OF A QUESTION RELATING TO THE ESTABLISHMENT OF A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF LOS ANGELES TO CONSOLIDATE A SPECIAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 8, 2016, WITH THE STATEWIDE GENERAL PRESIDENTIAL ELECTION TO BE HELD ON THAT DATE PURSUANT TO § 10403 OF THE ELECTIONS CODE • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD SETTING PRIORITIES FOR FILING WRITTEN ARGUMENTS REGARDING A CITY MEASURE AND DIRECTING THE CITY ATTORNEY TO PREPARE AN IMPARTIAL ANALYSIS 1 • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD PROVIDING FOR THE FILING OF REBUTTAL ARGUMENTS FOR CITY MEASURES SUBMITTED AT MUNICIPAL ELECTIONS Background: FY 2015 -16 Budget Overview On July 7, 2015, the City Council adopted the FY 2015 -16 Citywide Budget (Resolution No. 2015.108). The FY 2015 -16 General Fund Budget included expenditures in the amount of $27.9 million offset by $27.5 million in projected revenues and $0.4 million in reserves. Based on the projected revenues and proposed expenditures, it was anticipated that the General Fund will end FY 16 with $2.86 million in reserves. Based on the City's minimum reserve level policy [10% of the City's Operating Budget], which is $2.8 million for FY 16, no additional reserves are available for use. Structural Fiscal Issues and Challenges Some of the City's structural fiscal challenges include the following: • Stable Revenues — General Fund revenues (in the aggregate) have remained flat and have not increased to cover projected expenditure growth. The City continues to explore additional sources of revenue to meet expectations for community services. The City continues to identify ways to increase the use of technology to improve the efficiency of overall operations and to increase revenues. Revenue enhancement is important in regards to prudent long -term financial planning and to avoid depleting General Fund reserves. • Public Safety — Public Safety is the City's number one priority. The budget for Public Safety is the largest General Fund expenditure at over 53% of the General Fund budget (up from 44% in 2012). The cost for providing Sheriff and Fire services continues to climb annually. For FY 16, the cost increased by $539K and is projected to increase by an additional $953K in FY 17 [2.42% for Fire and 3.7% for Sheriff (plus 3.5% increase for Liability)]. These increases are based on rate increases and are not attributable to increases in service levels. • CaIPERS Employer Paid Contributions — CalPERS approved new actuarial policies that are aimed at returning the System to fully- funded status within 30 years. These changes were implemented in FY 16, and will be phased in over five years resulting in increased employer contributions for the City. Additional increases in employer contributions are expected due to changes in actuarial assumptions (i.e. mortality rates) and the discount rate. The total increase for the period between FY 16 and FY 20 is estimated at 10% to 11 %. Based on the E projected FY 17 CalPERS rate (30.919 %), the total PERS contribution rate for all employees' retirement costs has increased by 62% from FY 09. • Other Post - Employment Benefits Liability — The City must consider increasing its $500,000 annual contribution (paid from the Self- Insurance Fund) to address a projected cumulative liability of $19.3 million to fully fund lifetime medical, dental, vision, and life insurance benefits for the City's retirees. • Claims /Litigation Costs — Litigation costs and claims paid out are major expenses for the City and have impacted the budget the last several fiscal years. Staff has fostered a more engaged and proactive relationship with the third party administrator (TPA) and ICRMA to ensure that claims /cases are properly evaluated and adequately reserved for a more protracted resolution. The FY 17 Budget includes the adequate funding for settlement/disposition of all current workers' compensation and liability claims. • Reserves — The City should meet and when possible exceed the General Fund Reserve Policy to meet unexpected emergencies and to stabilize operations. Revenue Enhancements Since FY 12, property and sales tax revenues have increased by a combined 12% (or $1.4 million). During that time, UUT revenues have decreased by 8% (or $409K). Revenue increases in property and sales taxes have been offset by declining UUT and other revenues, which have resulted in flat revenues. The lack of general growth in revenues has deepened the use of the City's reserves to stabilize the City's operations. By the end of FY 17, General Fund reserves will be nearly depleted. Since FY 10, the General Fund Reserve Balance will have dropped from $7.7 million to under $1 million. Reliance on reserves is no longer an option. In addition to flat revenue growth, unavoidable operational increases continue to surpass Citywide budget reductions annually and deplete the City's reserves. Over the last five (5) fiscal years, Public Safety contracts increased by an average of $656K per year, while service levels remained the same. Since FY 12, the Public Safety costs will have increased by 25% (or $3.3 million). Based on preliminary FY 16 year -end estimates, the City's operational costs will have decreased by 3.3% (or $400K). Based on FY 17 proposed expenditures, the City's Operational Budget will actually increase by 7.6% (or $939K). This is due to the inclusion of one -time expenditures such as $300,000 for Bateman Hall renovations, $150,000 for investigations related to personnel grievances, $150,000 for special counsel for labor negotiations as well as unavoidable costs that continue to increase such as CalPERS retirement costs and health premiums. In order to contend with unavoidable operational increases, the City Council is now considering a sales tax increase to support increased operations costs and avoid large - scale cuts to vital services we provide to our community in future fiscal years. This is 3 the only real viable option to deal with projected deficits and still provide quality service levels. Without a new, guaranteed source of revenue for the General Fund, future cuts to essential City services will be made. City Survey to Test Viability of Sales Tax Measure The City hired Fairbank, Maslin, Maullin, Metz & Associates (FM3) in FY 14 and FY 15 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately.,test the viability of various local revenue.measure options for the November 4, 2014 statewide election and the November 3, 2015 City election. FM3 is a known leader for helping a host of California cities pass local finance measures at simple majority and two- thirds supermajority levels. The company has garnered a 95 percent win rate. FM3 has conducted research in support of more than 300 ballet measure campaigns in over 130 California cities and other local jurisdictions, dealing with issues such as public safety, libraries, parks, infrastructure, education, health care, open space, social services, and transportation. Its research has resulted in voter approval of local finance measures in 56 California cities since 2008. FM3 specializes in developing strategies to pass such revenue measures with research that identifies the feasibility of a ballot measure, the most appropriate tax rate, revenue mechanism (sales tax, business tax, utility users tax, parcel tax, transient occupancy tax, bond measure, etc.) and how voters prefer additional revenue be used. Since 2008, FM3 has helped cities such as Bellflower, Carson, Commerce, Gardena, Santa Fe Springs, South El Monte, South Gate and others, to successfully pass ballot measures to fund needed city services and programs. In both FY 14 and FY 15, the City Council received the results of the survey which showed over two- thirds (2/3) of respondents would likely support the Penny Ballot Initiative to maintain and protect City services. Thereafter, in recognition of the severity of the structural budget deficit, significant annual increases in the LA County Public Safety contracts, critical infrastructure needs, and the need to maintain essential services, the Mayor directed staff to bring forward a report for presenting a Penny Ballot Measure to voters. Staff recommends that Council hire FM3 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 8, 2016 presidential election. Discussion & Analysis: Procedural Issues Regarding Calling an Election to Ask the Voters to Approve A Penny Ballot Measure 0 Revenue and Taxation Code § 7285.9 provides authority for a general transactions and use tax. Such a tax would be imposed on retailers, and would be paid by the general public. It would be collected by the State Board of Equalization from retailers and remitted to the City. To qualify as a general tax — requiring a majority vote —the taxes must be deposited into the General Fund. These funds can be used for any service or activity paid for from the General Fund, such as Public Safety, street repairs, park maintenance, and recreation programs. There can be no commitment in advance as to how the monies will be spent, other than for general municipal services. The proposed tax to be submitted to the voters would be one percent (1.0 %) of the value of the property taxed for six (6) years and (0.5 %) of the value of the property taxed for four (4) years. The sales and use tax will expire after ten (10) years. This tax may be extended upon approval by a two- thirds majority vote of all the members of the City Council and by a majority vote of the qualified voters of the City. The proposed Ordinance for the tax is attached to the resolution calling the election and, if approved by the voters, would be adopted by the people. By adopting the resolution, the City Council is also affirming that it approves the form of the ordinance and that it should be submitted to the voters. The City Council does not need to waive the reading of the ordinance and introduce or adopt it. The Council will affirm the voters' approval of the ordinance by its declaration of the results of the election. In terms of voting requirements, the law states that the ordinance proposing the tax must be approved by a two- thirds (2/3) vote of all members of the City Council. The tax must be approved by a majority vote (50% + 1) of the qualified voters of the city voting in an election on the issue. Under California Environmental Quality Act (CEQA) Guidelines 15060(c)(2) and 15378(b)(2) and (4), this tax does not constitute a project under CEQA and therefore review under CEQA is not required. Under California Constitution Article 13C, Section 2(b), when a city council proposes a general tax to the voter, the measure must be submitted to the electors at a regularly scheduled general election at which members of the Council will be elected, unless the Council finds that there is an emergency that justifies placing the proposed tax before the voters at a special election. Since the November 8, 2016 ballot does not include the election of a member of the City Council, the City Council must unanimously declare an emergency. Information Establishing the Existence of an Emergency City staff has advised the City Council and Lynwood community of the City's ongoing structural deficit. A combination of circumstances has resulted in projected deficits far beyond the City's capacity to absorb them. 5 The City's flat revenue growth continues to be offset by rising operating costs. Beginning in FY 08, the City began implementing a series of General Fund budget reductions. Since that time (with the exception of FY 13 due to the receipt of one -time revenue), expenditures have exceeded revenues and required the use of reserves to balance the General Fund. Based on preliminary FY 16 year -end estimates, General Fund expenditures have decreased by over $6.5 million (or 19 %) since FY 08. Most cuts have been the result of labor reductions. The City cannot sustain further staffing cuts and maintain services for a quality community. In response to the City's fiscal challenges (as stated above), the following reductions were implemented: • Labor — Since FY 08 the City has cut the number of full -time employees by over 72 (or 28 %). • Maintenance reductions in every City park, resulting in deterioration of facilities and less availability for safe use by residents of all ages. • Significantly reduced maintenance of all City facilities, streets and roads, landscaping, trees, resulting in deterioration of facilities and increased unsightliness, diminishing the quality of life in the City. To assist the Council in closing the City's structural deficit, in December 2012, City staff (through labor negotiations) agreed to labor concessions including furloughs, suspension of the auto allowance, 6% EPMC Pick -Up, elimination of reportable compensation, cash in lieu of benefits, and elimination of Green Building Certificate Pay. As part of the FY 16 Budget Adoption, several budget cuts were made to reduce $2.5 million deficit to $377K, including the following: • Staffing /Classification Changes Including Layoffs, Elimination of Vacant Positions, Addition of Positions, and Transfers - $412K • Redirecting of CDBG Funds (Section 108 Loan Defeasance) - $754K • Unclaimed Refundable Deposits - $102K • Reducing Repairs /Maintenance Budget for Bateman Hall Renovation - $300K • Reducing Liability Insurance Expense Budget - $200K • Shift of Salaries and Benefits to Water Fund for Director of Human Resources & Risk Management (30 %), Personnel Analyst III (20 %), Financial Analyst (15 %), and Administrative Analyst III (10 %) - $107K • Reducing Operational Budget - $97K • Eliminating Vacant Part-Time Positions [City Clerk's Part-Time Office Assistant II (1), Part-Time Code Enforcement Officers (2), Part-Time Parking Enforcement Officers (1), Part-Time Senior Lifeguard (1), and Part -Time Recreation Specialist (1)] -$115K Subsequent to the FY 16 Budget Adoption, the City negotiated MOU concessions (furloughs, suspension of leave buybacks, vacancy salary savings) totaling $624K with the LEA and LEMG. The adopted budget assumed the use of $754K of CDBG funds which would reduce General Fund expenditures. The CDBG funds were reallocated to street repairs. The City has used a significant portion of its General Fund reserves to bridge the budget gap. Since FY 10, the General Fund Reserve Balance will have dropped from $7.7M to under $1 million. Reliance on reserves is no longer an option. By cutting City staff and services to the bare minimum necessary to preserve the public health, safety and welfare, and drawing down the City General Fund balance, the Council has been able to prevent the City from running out of money in the General Fund. However, it is now evident that future General Fund revenue is no longer sufficient to maintain minimum staff and service levels. Based on FY 17 anticipated revenue and proposed expenditures, the City is facing a $2.9 million deficit. As a result, maintenance of roads, parks, and other public facilities must be indefinitely deferred. Concerned that further long -term reduction of service levels will have a detrimental effect on the public health, safety, and welfare, the City must increase General Fund revenue sufficiently to enable the City to restore the levels of public services sought by the resident of the City. The City has worked effectively to increase financial stability, transparency, and accountability, but still faces more cuts to essential City services. Without additional revenue, the City will be forced to consider Public Safety and staffing cuts. Further reductions in service levels would mean continuing to allow the City's parks, roads, facilities, landscaping, and trees to deteriorate, jeopardizing the public health, safety, and welfare, and increasing the costs of maintaining basic infrastructure. Additional funding from a Penny Ballot Measure is needed for near and long term financial stability. Based on the results of the prior community surveys and the revenue needs of the City, staff is recommending that the City Council submit to the voters a proposed revenue measure at a one cent rate to maintain and protect general city services. Findings Based on the foregoing information, staff believes that an emergency exists in the City, involving clear and imminent danger and demanding immediate action to prevent or lessen the loss of, or damage to, life, health, property and /or essential public services. Staff believes that the record supports the Council's ability to make the following findings: 7 I . The City is experiencing an existing and immediate funding crisis, which is the result of factors largely outside of its control, including rapid increases in the cost of employee retirement and health insurance benefits, flat revenue from existing taxes and fees, LA County Public Safety contract increases, and unpredictable State takeaways of local revenue. 2. The City has taken significant steps to reduce its operational costs. It has eliminated over 72 (or 28 %) full -time employees since FY 08. 3. The City has used its available General Fund balance to: bridge the structural budget deficit, meaning it will have used nearly all General Fund reserves before the end of FY 17 and will not have enough revenue to cover proposed expenditures, maintain current service levels, and meet the City's reserve policy. 4. Because of changes in State law, particularly the approval of Propositions 62 and 218, the City has very few means available for increasing General Fund revenue. 5. Absent a new source of General Fund revenue, the City's ability to maintain staff and service levels is uncertain. Based on FY 16 year -end estimates, the ending General Fund balance will be $3.6 million. The FY 17 Proposed Budget contains a structural deficit in excess of $2.9 million that, absent new General Fund revenue, can only be met by decreasing Public Safety and other essential services. 6. Unless service levels are at least partially restored, public facilities and property will not be properly maintained, public safety standards will degrade, crime and violence will increase, the community will not have adequate and safe recreational opportunities, businesses and families will be discouraged from moving to or remaining in Lynwood, and the health, safety, and welfare of the residents of Lynwood will be endangered. 7. Because of that threat to the public health, safety, and welfare, an emergency exists in the City, as the term "emergency' is used in Article XIIIC, section 2(b) of the California Constitution. The City must immediately address that emergency by ensuring that the City has the resources necessary to preserve the public health, safety, and welfare. 8. The identified emergency necessitates that the City Council submit a tax measure to the voters of Lynwood at the November 8, 2016 election, even though such an election would not be consolidated with a general election for a member of the Council. Potential Revenue from Penny Ballot Measure Based on an analysis prepared by MuniServices, the City's Property & Sales Tax Consultant, the Penny Ballot Initiative could generate as much as $4.5 million in additional revenue per year. This estimate is based on the City's current businesses. This is a significant benefit to the City due to the fact that the capture rate is based on Transactions & Use Tax sourcing rules: tax on product shipped on seller's vehicle (i.e. refrigerator from Sears) is allocated to point of delivery only on applicable Transactions & Use Taxes. For the Transaction & Use Tax only and for Auto Sales, the tax is collected and allocated to the tax rate and location of the buyer. I Sales tax add -on measures have become a popular and successful revenue raising tool for cities. In 2016, residents of the City of Compton and City of Cerritos will vote on sales tax increases. A sales tax measure would have the least impact on Lynwood residents. Fiscal Impact: The estimated cost of a consolidated election is $36,000. The cost for FM3 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 8, 2016 presidential election will not exceed $30,000. The proposed Penny Ballot Initiative could generate as much as $4.5 million in additional revenue per year. This additional revenue could be used to eliminate the structural deficit in the General Fund, build General Fund reserves, fund the annual LA County Public Safety rate increases for Sheriff and Fire Suppression services, maintain and improve infrastructure (City facilities and streets /roads), maintain bond ratings, and increase bond capacity. Coordinated With: City Attorney City Clerk's Office Attachments Exhibit A — Full Text of Proposed Ordinance Resolutions F reserves. Based on the projected revenues and proposed expenditures, it was anticipated that the General Fund will end FY 16 with $2.86 million in reserves. Based on the City's minimum reserve level policy [10% of the City's Operating Budget], which is $2.8 million for FY 16, no additional reserves are available for use. Structural Fiscal Issues and Challenges Some of the City's structural fiscal challenges include the following: • Stable Revenues — General Fund revenues (in the aggregate) have remained flat and have not increased to cover projected expenditure growth. The City continues to explore additional sources of revenue to meet expectations for community services. The City continues to identify ways to increase the use of technology to improve the efficiency of overall operations and to increase revenues. Revenue enhancement is important in regards to prudent long -term financial planning and to avoid depleting General Fund reserves. • Public Safety — Public Safety is the City's number one priority. The budget for Public Safety is the largest General Fund expenditure at over 53% of the General Fund budget (up from 44% in 2012). The cost for providing Sheriff and Fire services continues to climb annually. For FY 16, the cost increased by $539K and is projected to increase by an additional $953K in FY 17 [2.42% for Fire and 3.7% for Sheriff (plus 3.5% increase for Liability)]. These increases are based on rate increases and are not attributable to increases in service levels. • CaIPERS Employer Paid Contributions — CaIPERS approved new actuarial policies that are aimed at returning the System to fully- funded status within 30 years. These changes were implemented in FY 16, and will be phased in over five years resulting in increased employer contributions for the City. Additional increases in employer contributions are expected due to changes in actuarial assumptions (i.e. mortality rates) and the discount rate. The total increase for the period between FY 16 and FY 20 is estimated at 10% to 11%. Based on the projected FY 17 CalPERS rate (30.919 %), the total PIERS contribution rate for all employees' retirement costs has increased by 62% from FY 09. Other Post - Employment Benefits Liability — The City must consider increasing its $500,000 annual contribution (paid from the Self- Insurance Fund) to address a projected cumulative liability of $19.3 million to fully fund lifetime medical, dental, vision, and life insurance benefits for the City's retirees. • Claims /Litigation Costs — Litigation costs and claims paid out are major expenses for the City and have impacted the budget the last several fiscal years. Staff has fostered a more engaged and proactive relationship with the third party administrator (TPA) and ICRMA to ensure that claims /cases are properly evaluated and adequately reserved for a more protracted resolution. 2 The FY 17 Budget includes the adequate funding for settlement/disposition of all current workers' compensation and liability claims. Reserves — The City should meet and when possible exceed the General Fund Reserve Policy to meet unexpected emergencies and to stabilize operations. Revenue Enhancements Since FY 12, property and sales tax revenues have increased by a combined 12% (or $1.4 million). During that time, UUT revenues have decreased by 8% (or $409K). Revenue increases in property and sales taxes have been offset by declining UUT and other revenues, which have resulted in flat revenues. The lack of general growth in revenues has deepened the use of the City's reserves to stabilize the City's operations. By the end of FY 17, General Fund reserves will be nearly depleted. Since FY 10, the General Fund Reserve Balance will have dropped from $7.7 million to under $1 million. Reliance on reserves is no longer an option. In addition to flat revenue growth, unavoidable operational increases continue to surpass Citywide budget reductions annually and deplete the City's reserves. Over the last five (5) fiscal years, Public Safety contracts increased by an average of $656K per year, while service levels remained the same. Since FY 12, the Public Safety costs will have increased by 25% (or $3.3 million). Based on preliminary FY 16 year -end estimates, the City's operational costs will have decreased by 3.3% (or $400K). Based on FY 17 proposed expenditures, the City's Operational Budget will actually increase by 7.6% (or $939K). This is due to the inclusion of one -time expenditures such as $300,000 for Bateman Hall renovations, $150,000 for investigations related to personnel grievances, $150,000 for special counsel for labor negotiations as well as unavoidable costs that continue to increase such as CalPERS retirement costs and health premiums. In order to contend with unavoidable operational increases, the City Council is now considering a sales tax increase to support increased operations costs and avoid large - scale cuts to vital services we provide to our community in future fiscal years. This is the only real viable option to deal with projected deficits and still provide quality service levels. Without a new, guaranteed source of revenue for the General Fund, future cuts to essential City services will be made. City Survey to Test Viability of Sales Tax Measure The City hired Fairbank, Maslin, Maullin, Metz & Associates (FM3) in FY 14 and FY 15 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 4, 2014 statewide election and the November 3, 2015 City election. 3 FM3 is a known leader for helping a host of California cities pass local finance measures at simple majority and two- thirds supermajority levels. The company has garnered a 95 percent win rate. FM3 has conducted research in support of more than 300 ballet measure campaigns in over 130 California cities and other local jurisdictions, dealing with issues such as public safety, libraries, parks, infrastructure, education, health care, open space, social services, and transportation. Its research has resulted in voter approval of local finance measures in 56 California cities since 2008. FM3 specializes in developing strategies to pass such revenue measures with research that identifies the feasibility of a ballot measure, the most appropriate tax rate, revenue mechanism (sales tax, business tax, utility users tax, parcel tax, transient occupancy tax, bond measure, etc.) and how voters prefer additional revenue be used. Since 2008, FM3 has helped cities such as Bellflower, Carson, Commerce, Gardena, Santa Fe Springs, South El Monte, South Gate and others, to successfully pass ballot measures to fund needed city services and programs. In both FY 14 and FY 15, the City Council received the results of the survey which showed over two- thirds (2/3) of respondents would likely support the Penny Ballot Initiative to maintain and protect City services. Thereafter, in recognition of the severity of the structural budget deficit, significant annual increases in the LA County Public Safety contracts, critical infrastructure needs, and the need to maintain essential services, the Mayor directed staff to bring forward a report for presenting a Penny Ballot Measure to voters. Staff recommends that Council hire FM3 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 8, 2016 presidential election. Discussion & Analysis: Procedural Issues Regarding Calling an Election to Ask the Voters to Approve A Penny Ballot Measure Revenue and Taxation Code § 7285.9 provides authority for a general transactions and use tax. Such a tax would be imposed on retailers, and would be paid by the general public. It would be collected by the State Board of Equalization from retailers and remitted to the City. To qualify as a general tax — requiring a majority vote —the taxes must be deposited into the General Fund. These funds can be used for any service or activity paid for from the General Fund, such as Public Safety, street repairs, park maintenance, and recreation programs. There can be no commitment in advance as to how the monies will be spent, other than for general municipal services. The proposed tax to be submitted to the voters would be one percent (1.0 %) of the 4 value of the property taxed for six (6) years and (0.5 %) of the value of the property taxed for four (4) years. The sales and use tax will expire after ten (10) years. This tax may be extended upon approval by a two- thirds majority vote of all the members of the City Council and by a majority vote of the qualified voters of the City. The proposed ordinance for the tax is attached to the resolution calling the election and, if approved by the voters, would be adopted by the people. By adopting the resolution, the City Council is also affirming that it approves the form of the ordinance and that it should be submitted to the voters. The City Council does not need to waive the reading of the ordinance and introduce or adopt it. The Council will affirm the voters' approval of the ordinance by its declaration of the results of the election. In terms of voting requirements, the law states that the ordinance proposing the tax must be approved by a two- thirds (2/3) vote of all members of the City Council. The tax must be approved by a majority vote (50% + 1) of the qualified voters of the city voting in an election on the issue. Under California Environmental Quality Act (CEQA) Guidelines 15060(c)(2) and 15378(b)(2) and (4), this tax does not constitute a project under CEQA and therefore review under CEQA is not required. Under California Constitution Article 13C, Section 2(b), when a city council proposes a general tax to the voter, the measure must be submitted to the electors at a regularly scheduled general election at which members of the Council will be elected, unless the Council finds that there is an emergency that justifies placing the proposed tax before the voters at a special election. Since the November 8, 2016 ballot does not include the election of a member of the City Council, the City Council must unanimously declare an emergency. Information Establishina the Existence of an Emeraenc City staff has advised the City Council and Lynwood community of the City's ongoing structural deficit. A combination of circumstances has resulted in projected deficits far beyond the City's capacity to absorb them. The City's flat revenue growth continues to be offset by rising operating costs. Beginning in FY 08, the City began implementing a series of General Fund budget reductions. Since that time (with the exception of FY 13 due to the receipt of one -time revenue), expenditures have exceeded revenues and required the use of reserves to balance the General Fund. Based on preliminary FY 16 year -end estimates, General Fund expenditures have decreased by over $6.5 million (or 19 %) since FY 08. Most cuts have been the result of labor reductions. The City cannot sustain further staffing cuts and maintain services for a quality community. 5 In response to the City's fiscal challenges (as stated above), the following reductions were implemented: • Labor — Since FY 08 the City has cut the number of full -time employees by over 72 (or 28 %). • Maintenance reductions in every City park, resulting in deterioration of facilities and less availability for safe use by residents of all ages. • Significantly reduced maintenance of all City facilities, streets and roads, landscaping, trees, resulting in deterioration of facilities and increased unsightliness, diminishing the quality of life in the City. To assist the Council in closing the City's structural deficit, in December 2012, City staff (through labor negotiations) agreed to labor concessions including furloughs, suspension of the auto allowance, 6% EPMC Pick -Up, elimination of reportable compensation, cash in lieu of benefits, and elimination of Green Building Certificate Pay. As part of the FY 16 Budget Adoption, several budget cuts were made to reduce $2.5 million deficit to $377K, including the following: • Staffing /Classification Changes Including Layoffs, Elimination of Vacant Positions, Addition of Positions, and Transfers - $412K • Redirecting of CDBG Funds (Section 108 Loan Defeasance) - $754K • Unclaimed Refundable Deposits - $102K • Reducing Repairs /Maintenance Budget for Bateman Hall Renovation - $30QK • Reducing Liability Insurance Expense Budget - $200K • Shift of Salaries and Benefits to Water Fund for Director of Human Resources & Risk Management (30 %), Personnel Analyst III (20 %), Financial Analyst (15 %), and Administrative Analyst III (10 %) - $107K • Reducing Operational Budget - $97K • Eliminating Vacant Part-Time Positions [City Clerk's Part-Time Office Assistant II (1), Part-Time Code Enforcement Officers (2), Part-Time Parking Enforcement Officers (1), Part-Time Senior Lifeguard (1), and Part-Time Recreation Specialist (1)] -$115K Subsequent to the FY 16 Budget Adoption, the City negotiated MOU concessions (furloughs, suspension of leave buybacks, vacancy salary savings) totaling $624K with the LEA and LEMG. The adopted budget assumed the use of $754K of CDBG funds which would reduce General Fund expenditures. The CDBG funds were reallocated to street repairs. 9 The City has used a significant portion of its General Fund reserves to bridge the budget gap. Since FY 10, the General Fund Reserve Balance will have dropped from $7.7M to under $1 million. Reliance on reserves is no longer an option. By cutting City staff and services to the bare minimum necessary to preserve the public health, safety and welfare, and drawing down the City General Fund balance, the Council has been able to prevent the City from running out of money in the General Fund. However, it is now evident that future General Fund revenue is no longer sufficient to maintain minimum staff and service levels. Based on FY 17 anticipated revenue and proposed expenditures, the City is facing a $2.9 million deficit. As a result, maintenance of roads, parks, and other public facilities must be indefinitely deferred. Concerned that further long -term reduction of service levels will have a detrimental effect on the public health, safety, and welfare, the City must increase General Fund revenue sufficiently to enable the City to restore the levels of public services sought by the resident of the City. The City has worked effectively to increase financial stability, transparency, and accountability, but still faces more cuts to essential City services. Without additional revenue, the City "will be forced to consider Public Safety and staffing cuts. Further reductions in service levels would mean continuing to allow the City's parks, roads, facilities, landscaping, and trees to deteriorate, jeopardizing the public health, safety, and welfare, and increasing the costs of maintaining basic infrastructure. Additional funding from a Penny Ballot Measure is needed for near and long term financial stability. Based on the results of the prior community surveys and the revenue needs of the City, staff is recommending that the City Council submit to the voters a proposed revenue measure at a one cent rate to maintain and protect general city services. Findings Based on the foregoing information, staff believes that an emergency exists in the City, involving clear and imminent danger and demanding immediate action to prevent or lessen the loss of, or damage to, life, health, property and /or essential public services. Staff believes that the record supports the Council's ability to make the following findings: 1. The City is experiencing an existing and immediate funding crisis, which is the result of factors largely outside of its control, including rapid increases in the cost of employee retirement and health insurance benefits, flat revenue from existing taxes and fees, LA County Public Safety contract increases, and unpredictable State takeaways of local revenue. 2. The City has taken significant steps to reduce its operational costs. It has eliminated over 72 (or 28 %) full -time employees since FY 08. 7 3. The City has used its available General Fund balance to bridge the structural budget deficit, meaning it will have used nearly all General Fund reserves before the end of FY 17 and will not have enough revenue to cover proposed expenditures, maintain current service levels, and meet the City's reserve policy. 4. Because of changes in State law, particularly the approval of Propositions 62 and 218, the City has very few means available for increasing General Fund revenue. 5. Absent a new source of General Fund revenue, the City's ability to maintain staff and service levels is uncertain. Based on FY 16 year -end estimates, the ending General Fund balance will be $3.6 million. The FY 17 Proposed Budget contains a structural deficit in excess of $2.9 million that, absent new General Fund revenue, can only be met by decreasing Public Safety and other essential services. 6. Unless service levels are at least partially restored, public facilities and property will not be properly maintained, public safety standards will degrade, crime and violence will increase, the community will not have adequate and safe recreational opportunities, businesses and families will be discouraged from moving to or remaining in Lynwood, and the health, safety, and welfare of the residents of Lynwood will be endangered. 7. Because of that threat to the public health, safety, and welfare, an emergency exists in the City, as the term "emergency" is used in Article XIIIC, section 2(b) of the California Constitution. The City must immediately address that emergency by ensuring that the City has the resources necessary to preserve the public health, safety, and welfare. 8. The identified emergency necessitates that the City Council submit a tax measure to the voters of Lynwood at the November 8, 2016 election, even though such an election would not be consolidated with a general election for a member of the Council. Potential Revenue from Penny Ballot Measure Based on an analysis prepared by MuniServices, the City's Property & Sales Tax Consultant, the Penny Ballot Initiative could generate as much as $4.5 million in additional revenue per year. This estimate is based on the City's current businesses. This is a significant benefit to the City due to the fact that the capture rate is based on Transactions & Use Tax sourcing rules: tax on product shipped on seller's vehicle (i.e. refrigerator from Sears) is allocated to point of delivery only on applicable Transactions & Use Taxes. For the Transaction & Use Tax only and for Auto Sales, the tax is collected and allocated to the tax rate and location of the buyer. 0 Sales tax add -on measures have become a popular and successful revenue raising tool for cities. In 2016, residents of the City of Compton and City of Cerritos will vote on sales tax increases. A sales tax measure would have the least impact on Lynwood residents. Fiscal Impact: The estimated cost of a consolidated election is $36,000. The cost for FM3 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 8, 2016 presidential election will not exceed $30,000. The proposed Penny Ballot Initiative could generate as much as $4.5 million in additional revenue per year. This additional revenue could be used to eliminate the structural deficit in the General Fund, build General Fund reserves, fund the annual LA County Public Safety rate increases for Sheriff and Fire Suppression services, maintain and improve infrastructure (City facilities and streets /roads), maintain bond ratings, and increase bond capacity. Coordinated With: City Attorney Attachments Exhibit A — Ordinance Resolutions 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD UNANIMOUSLY DECLARING A FISCAL EMERGENCY IN THE CITY OF LYNWOOD WHEREAS, City staff has advised the City Council and Lynwood community of the City's ongoing structural deficit. A combination of circumstances has resulted in projected deficits far beyond the City's capacity to absorb them; and WHEREAS, the City's flat revenue growth continues to be offset by rising operating costs; and WHEREAS, beginning in FY 08, the City began implementing a series of General Fund budget reductions. Since that time (with the exception of FY 13 due to the receipt of one -time revenue), expenditures have exceeded revenues and required the use of reserves to balance the General Fund; and WHEREAS, since FY 08, General Fund expenditures have been cut by over $6.5 million (or 19 %). Most cuts are the result of labor reductions. The City cannot sustain further staffing cuts and maintain services for a quality community; and WHEREAS, to assist the Council in closing the City's structural deficit, in December 2012, City staff (through labor negotiations) agreed to labor concessions including furloughs, suspension of the auto allowance, 6% EPMC Pick -Up, elimination of reportable compensation, cash in lieu of benefits, and elimination of Green Building Certificate Pay; and WHEREAS, as part of the FY 16 Budget Adoption, several budget cuts were made to reduce $2.5 million deficit to $377K; and WHEREAS, based on FY 16 year -end estimates, the ending General Fund balance will be $3.6 million. The FY 17 Proposed Budget contains a structural deficit in excess of $2.9 million that, absent new General Fund revenue, can only be met by decreasing Public Safety and other essential services. WHEREAS, the City has used its available General Fund balance to bridge the structural budget deficit, meaning it will have used nearly all General Fund reserves before the end of FY 17 and will not have enough revenue to cover proposed expenditures, maintain current service levels, and meet the City's reserve policy. WHEREAS, by cutting City staff and services to the bare minimum necessary to preserve the public health, safety and welfare, and drawing down the City General Fund balance, the Council has been able to prevent the City from running out of money in the General Fund. However, it is now evident that future General Fund revenue is no longer sufficient to maintain minimum staff and service levels; and 10 WHEREAS, as a result, maintenance of roads, parks, and other public facilities must be indefinitely deferred. Concerned that further long -term reduction of service levels will have a detrimental effect on the public health, safety, and welfare, the City must increase General Fund revenue sufficiently to enable the City to restore the levels of public services sought by the resident of the City; and WHEREAS, at this point, the City has taken all reasonable steps available to reduce spending and still has not been able to bring expenditures in line with anticipated revenues; further spending reductions will require more dramatic cuts to essential public services that will result in threats to the general health, safety, and welfare of the residents of and businesses in Lynwood; and WHEREAS, the City has worked effectively to increase financial stability, transparency, and accountability, but still faces more cuts to essential City services. Without additional revenue, the City will be forced to consider Public Safety and staffing cuts. Further reductions in service levels would mean continuing to allow the City's parks, roads, facilities, landscaping, and street trees to deteriorate, jeopardizing the public health, safety, and welfare, and increasing the costs of maintaining basic infrastructure; and WHEREAS, Additional funding from a Penny Ballot Measure is needed for near and long term financial stability; and WHEREAS, under California Constitution Article 13C, Section 2(b), when a city council proposes a general tax to the voter, the measure must be submitted to the electors at a regularly scheduled general election at which members of the Council will be elected, unless the Council finds that there is an emergency that justifies placing the proposed tax before the voters at a special election. Since the November 8, 2016 ballot does not include the election of a member of the City Council, the City Council must unanimously declare an emergency. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS: Section 1. The City is experiencing an existing and immediate funding crisis, which is the result of factors largely outside of its control, including rapid increases in the cost of employee retirement and health insurance benefits, flat revenue from existing taxes and fees, LA County Public Safety contract increases, and unpredictable State takeaways of local revenue; and Section 2. The City has taken significant steps to reduce its operational costs. It has eliminated over 72 (or 28 %) full -time employees since FY 08. Section 3. The City has used its available General Fund balance to bridge the structural budget deficit, meaning it will have used nearly all General Fund reserves 11 before the end of FY 17 and will not have enough revenue to cover proposed expenditures, maintain current service levels, and meet the City's reserve policy; and Section 4. Because of changes in State law, particularly the approval of Propositions 62 and 218, the City has very few means available for increasing General Fund revenue. Section 5. Absent a new source of General Fund revenue, the City's ability to maintain staff and service levels is uncertain. Based on FY 16 year -end estimates, the ending General Fund balance will be $3.6 million. The FY 17 Proposed Budget contains a structural deficit in excess of $2.9 million that, absent new General Fund revenue, can only be met by decreasing Public Safety and other essential services. Section 6. Unless service levels are at least partially restored, public facilities and property will not be properly maintained, public safety standards will degrade, crime and violence will increase, the community will not have adequate and safe recreational opportunities, businesses and families will be discouraged from moving to or remaining in Lynwood, and the health, safety, and welfare of the residents of Lynwood will be endangered. Section 7. Because of that threat to the public health, safety, and welfare, an emergency exists in the City, as the term "emergency" is used in Article XIIIC, section 2(b) of the California Constitution. The City must immediately address that emergency by ensuring that the City has the resources necessary to preserve the public health, safety, and welfare. Section 8. The identified emergency necessitates that the City Council submit a tax measure to the voters of Lynwood at the November 8, 2016 election, even though such an election would not be consolidated with a general election for a member of the Council. Section 9. Accordingly, the City Council of the City of Lynwood unanimously finds and declares the existence of a fiscal emergency within the City of Lynwood. PASSED, APPROVED AND ADOPTED this 7'h day of June, 2016. Edwin Hernandez, Mayor 12 ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia, City Attorney 13 APPROVED AS TO CONTENT: I Arnoldo Beltran, City Manager RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD (1) CALLING AN ELECTION TO ASK THE VOTERS TO APPROVE THE PENNY BALLOT INITIATIVE (GENERAL TRANSACTIONS AND USE TAX OF ONE CENT); (2) APPROVING THE FORM OF THE ORDINANCE TO BE SUBMITTED TO THE VOTERS (3) CONSOLIDATING THE ELECTION WITH THE COUNTY ELECTION (4) AND SETTING THE TIME AND MANNER FOR SUBMITTAL OF ARGUMENTS AND REBUTTALS WHEREAS, On July 7, 2015, the City Council adopted the FY 2015 -16 Citywide Budget (Resolution No. 2015.108). The FY 2015 -16 General Fund Budget included expenditures in the amount of $27.9 million offset by $27.5 million in projected revenues and $0.4 million in reserves. Based on the projected revenues and proposed expenditures, it was anticipated that the General Fund will end FY 16 with $2.86 million in reserves; and WHEREAS, based on FY 16 year -end estimates, the ending General Fund balance will be $2.7 million. The FY 17 Proposed Budget contains a structural deficit in excess of $3.1 million that, absent new General Fund revenue, can only be met by decreasing Public Safety and other essential services. WHEREAS, overall revenues have remained flat, while unavoidable operational increases continue to surpass Citywide budget reductions annually and deplete the City's use of reserves. Over the last five (5) fiscal years, Public Safety contracts increased by an average of $656K per year, while service levels remained the same. Since FY 12, the Public Safety costs will have increased by 25% (or $3.3 million); and WHEREAS, since FY 10, the General Fund Reserve Balance will have dropped from $7.7M to zero; and WHEREAS, to avoid drastic cuts to essential City services and for near and long- term financial stability, a sales tax increase is needed; and WHEREAS, the proposed Penny Ballot Initiative could generate as much as $4.5 million in additional revenue per year. This additional revenue could be used to eliminate the structural deficit in the General Fund, build General Fund reserves, fund the annual LA County Public Safety rate increases for Sheriff and Fire Suppression services, maintain and improve infrastructure (City facilities and streets /roads), maintain bond ratings, and increase bond capacity; and WHEREAS, in order to contend with these unavoidable operational increases, the City Council is now considering a sales tax increase to support increased operations costs and avoid large -scale cuts to vital services we provide to our community in future fiscal years. This is the only real viable option to deal with projected deficits and still 14 provide quality service levels. Without a new, guaranteed source of revenue for the General Fund, future cuts to essential City services will be made; and WHEREAS, when a city council seeks voter approval of a new tax, article XIIIC, section 2(b) of the California Constitution requires the election to be consolidated with the general municipal election for city councilmembers, except in cases in which a city council has unanimously declared that there is an emergency; and WHEREAS, the tax to be submitted to the voters, if approved, would be imposed on retail transactions involving the use of personal property. The tax rate would be one percent (1.0 %) of the value of the property taxed. The tax revenue would be collected by the State Board of Equalization and remitted to the City. The tax would remain in effect, for five years unless it is extended by the voters. The tax shall be approved if the measure receives at least a majority of affirmative votes; and WHEREAS, Election Code Sections 9219 and 9282 set forth the procedures for arguments in favor of or in opposition of any City measure; and WHEREAS, Elections Code Sections 9220 and 9285 set forth the procedures for rebuttal arguments; and WHEREAS, under CEQA Guidelines 15060(c)(2) and 15378(b)(2) and (4), this tax does not constitute a project under CEQA and therefore review under CEQA is not required; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS: Section 1. The foregoing Recitals are true and correct and are hereby adopted by the City Council. Section 2. Pursuant to California Constitution Article XIIIC, Section 2; Government Code Section 53714, and Elections Code Section 9222, the City Council of the City of Lynwood hereby call an election at with it shall submit to qualified voters of the City, a measure that, if approved, would adopt a general transactions and use tax, as authorized by Revenue and Taxation Code Section 7285.9. This measure shall be designated by the Los Angeles County Elections Department. Pursuant to Elections Code Section 10400 et seq., the election for his measure shall be consolidated with the established election to be conducted on November 8, 2016. 15 Section 3. The proposed transactions and use tax ordinance, attached, shall be submitted to the voters on the ballot in the form of the following question, entitled "Measure A ": Lynwood Public Safety and Vital City Services Protection Measure To protect and maintain vital city services including emergency response YES neighborhood police patrols, sheriffs deputies and gang detectives, gang drug and youth violence prevention programs, fire protection, street an NO pothole repair and parks and recreation programs; and other essentia general services, shall the City of Lynwood establish a one cent sales tax requiring independent annual financial audits, citizen's oversight and public review of expenditures, with all funds remaining in Lynwood with said to expiring after ten years, unless extended by a majority vote of the qualifie oters of the City? 16 Section 4. The official ballot to be used at said election shall conform to the laws of the State of California with relation thereto. Section 5. The City Attorney shall prepare an impartial analysis of the ballot measures not to exceed five hundred words in length showing the effect of the measures on the existing law and the operation of the measure. Section 6. The deadline for filing arguments for and against the ballot measure with the City Clerk shall be August _, 2016, 5 p.m., and the argument shall not exceed 300 words in length. Rebuttal arguments shall be filed with the City Clerk by August 12, 2016, 5 p.m., and shall not exceed 250 words in length. The Mayor, or the Mayor's designee, is hereby authorized to prepare a written argument in favor of the proposed ordinance, not to exceed 300 words, on behalf of the City Council. At the Mayor's discretion, the argument may also be signed by bona fide associations or by individual voters who are eligible to vote. Pursuant to Section 9285 of the California Elections Code, when the City Clerk has selected the arguments for and against the measure, which will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument, which it seeks to rebut. Section 7. The City Council authorizes the Registrar of Voters to consolidate this election with the established election on November 8, 2016 for the ease and convenience of the registered voters and to take advantage of any cost savings possible by such consolidation. Section 8. The City Clerk may request the assistance of the County of Los Angeles Election Department in regard to said General Municipal Election, as the City Clerk deems necessary, and the City shall pay the incurred cost of such assistance. Section 9. In accordance with Section 12111 of the Elections Code and Section 6061 of the Government Code, the City Clerk is hereby authorized and directed to cause notice of the measure to be published once in a newspaper of general circulation, circulated in the City of Lynwood and hereby designated for that purpose by the Council of Lynwood. The City Clerk may request that the County of Los Angeles Elections Department prepare and publish the required notice. Section 10. The election on the measure set forth in Sections III and IV of this resolution shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein. In all particulars not prescribed in this resolution, the election shall be held as prescribed in the Elections Code of the State of California. The Board of Supervisors of the County of Los Angeles is authorized to canvas the returns of that election with respect to the votes cast in the City of Lynwood and certify the results to the City Council. At the next regular meeting of the City Council occurring after the returns of the election have been canvassed and the certification of the results to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. 17 Section 11. The City Manager is hereby authorized and directed to expend the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 12. The Mayor is hereby authorized to execute a contract with FM3 to conduct survey research to determine Lynwood voters' perceptions and priorities and to ultimately test the viability of various local revenue measure options for the November 8, 2016 presidential election. Section 13. This Resolution shall be forthwith entered upon the minutes of this Council and kept and maintained by the City Clerk of Lynwood. Section 14. The City Clerk is hereby authorized and directed to certify to the due adoption of this Resolution and to transmit a copy hereof so certified to the Board of Supervisors and the Registrar of Voters of Los Angeles County. PASSED, APPROVED AND ADOPTED this 7th day of June, 2016. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: David A. Garcia City Attorney 1E: Edwin Hernandez, Mayor APPROVED AS TO CONTENT: J. Arnoldo Beltran City Manager 1ttPO4; Ot LP�.� �4 .�� d AGENDA STAFF REPORT � DATE: June 7, 2016 TO: Honorable Mayor and Members of the C' ity/Council APPROVED BY: J. Arnoldo Beltran, City Manager,�r` PREPARED BY: Erika Ramirez, Interim Director Development, Compliance & Enforcement Services SUBJECT: MUNI -TEMPS CONTRACT AMENDMENT Recommendation: Staff recommends that the City Council to adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH MUNI -TEMPS FOR TEMPORARY STAFFING SERVICES FOR A NOT -TO- EXCEED AMOUNT OF $82,460" Background: On January 5, 2016 the City Council authorized the Mayor to execute an agreement with Muni -Temps for temporary staffing services for a not -to- exceed amount of $60,800 to fill the position of Planning Manager in the Department of Development, Compliance & Enforcement Services. This was to provide temporary staffing for Planning Manager until the City could complete a recruitment to fill the position permanently. Discussion & Analysis: Recruitment for the Planning Manager has been completed and the position was permanently filled as of May 24, 2016. The contract amount was based on temporary staffing services from December 15, 2015 through April 30, 2016. Based on actual hours through April 14, 2016, the City incurred a total expense of $59,660. For services from April 15, 2016 through May 23, 2016, a contract amendment in the amount $21,660 is needed. This would increase the not -to- exceed amount of $60,800 to $82,460. The contract amendment is primarily due to the fact the recruitment process took longer than expected. No additional appropriation of funds is needed to cover the amended amount. Funding is ITEM ZM03 available within the remaining Development, Compliance, & Enforcement Services budget. Fiscal Impact: The estimated cost for the temporary staffing services is $82,460. There are adequate funds within the Development, Compliance, & Enforcement Services budget to cover the amended contract expenditure of $21,660. Coordinated With: Department of Finance & Administration Department of Human Resources & Risk Management Attachments: Resolution Agreement RESOLUTION NO_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AMENDMENT OF THE CONTRACT WITH MUNI -TEMPS FOR TEMPORARY STAFFING SERVICES FOR A NOT -TO- EXCEED AMOUNT OF $82,460 WHEREAS, on January 5, 2016, the City entered into an agreement with Muni -Temps for the purposes of providing temporary staffing services under the Mayor's authority; and WHEREAS, the existing agreement has a not -to- exceed amount of $60,800; and WHEREAS, the City's current agreement with Muni -temps was to provide temporary staffing services for a Planning Manager; and WHEREAS, the recruitment and hiring process is complete; and WHEREAS, staff recommends the City Council amend the existing agreement with Muni -Temps to cover temporary staffing services to the City. 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 of the City of Lynwood approves and authorizes the Mayor or designee to amend the agreement with Muni -Temps for a not to exceed amount of $82,460. Section 2. This resolution shall take effect 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 7th day of June, 2016. Edwin Hernandez Mayor ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: David A. Garcia City Attorney J. Arnoldo Beltran City Manager Erika Ramirez, Interim Director Development, Compliance & Enforcement Services RECEIVED CITY OF LYNWOOD MUNICIPAL STAFFING AGREEMENT DEC - 9 2015 HUMAN RESOURCES 8 This agreement ( "Agreement') is made as of October 20, 2015 �MVyrgppffiNT the City of Lynwood, a municipal corporation ( "City ") and Government Staffing Services, Inc. dba MuniTemps, a California corporation ( "Staffing Firm "). City and Staffing Firm 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 Staffing Firm as an independent contractor to provide Temporary Staffing services to City as set forth in the attached Exhibit A; and WHEREAS, Staffing Firm 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. Staffing Finn's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Staffing Firm are for Deputy City Clerk, B. Time of Performance. Staffing Firm shall complete the specific services according to the schedule of performance is set forth in Exhibit A. 2. Term of Agreement This Agreement shall commence on October 21, 2015 (the "Commencement Date ") and shall terminate on June 30, 2016 (the 'Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. 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. Compensation. A. City agrees to compensate Staffing Firm 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 monthly breakdown of all monthly services performed together with the hours spent on each service. The Staffing Firm shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request. City shall endeavor to pay invoices bearing correct and authorized charges within Thirty (30) days of the date they are received; however, Staffing Firm 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 Staffing Firm for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Staffing Firm pursuant to this Agreement shall be set at a not to exceed maximum compensation of SIXTY TWO THOUSAND FOUR HUNDRED DOLLARS ($62,400), at the specified rate in Exhibit A, for eight (8) months, which shall be payable as set forth in the Scope of Services, Time Performance; and Compensation Schedule in the attached Exhibit A, and which includes any request for reimbursement, if any, submitted pursuant to Section C, below. C. If at the request of the City, Staffing Firm 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; Staffing Firm shall be entitled to reimbursement of such expenses. Staffing Firm shall only be reimbursed for those expenses which: (1) appear on Staffing Firm's monthly invoices; (II) are accompanied by a copy of the City's written authorization for Staffing Firm to incur such expenses; and (III) receipts documenting such expenses. 4. General Terns 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 of Lynwood City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: J. Arnoldo Beftran, City Manager Staffing Firm MuniTemps Corporate Lockbox P.O. Box 718 Imperial Beach, CA 91933 Attn: John Herrera, President/CEO 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, Time of Performance and Compensation Schedule (one (1) page) Temp Staffing Request Form. Exhibit B — General Terms and Conditions (eight (8) pages) Municipal Staffing Agreement. [THIS SPACE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. CITY CITY OF L By: I/ - It y (1 Josfi Luis Solache, M yor Date STAFFNG FIRM 0 ATTEST: By: Maria Quinonez,—Cify Clerk APPROVED AS TO FORM: By: �,� / . Jr 4 IA•H DavidA G City Attorney 10 dba MuniTemps '?'(9 r5 Date / /'S -IZJ Date Date �\I2 ��s Temps Staffing Request Form Exhibit "A" SCOPE OF SERVICES, TIME OF PERFORMANCE AND COMPENSATION SCHEDULE Scope of Services Staffing Firm's Duties and Responsibilities Staffing Firm will: Recruit, screen, interview, and assign its employees ( "Assigned Employees ") to perform the type of work described on Exhibit A under City's supervision at the locations specified on Exhibit A; selection of candidate will be made by the City. • Pay Assigned Employees' wages and provide them with the benefits that Staffing Firm offers them. • Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers' compensation benefits; and handle unemployment and workers' compensation claims involving Assigned Employees. • Hold full responsibility of any potential health -care liabilities for Assigned Employees that are considered 'full -time employees' under the Affordable Care Act. 2. Time of Performance This Agreement shall commence on October 21, 2015 (the "Commencement Date ") and shall terminate on June 30, 2016 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. 3. Compensation Schedule Staffing Firm agrees to provide temporary staffing to the City of Lynwood City Clerk Department at a rate of $45.00 per hour and not to exceed a maximum compensation of $62,400 for eight (8) months. Municipal Staffing Agreement Exhibit "B" GENERAL TERMS AND CONDITIONS 1. Status as Independent Staffing Firm. A. Staffing Firm is, and shall at all times remain as to City, a wholly independent Staffing Firm. Staffing Firm 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 Staffing Firm or any of Staffing Firm's permanent employees, except as set forth in Exhibit A. Staffing Firm 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. Staffing Firm agrees to pay all required taxes on amounts paid to Staffing Firm under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Staffing Firm relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent Staffing Firm status of Staffing Firm and the audit in any way fails to sustain the validity of a wholly independent Staffing Firm relationship between City and Staffing Firm, then Staffing Firm agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Staffing Firm shall fully comply with the workers' compensation law regarding Staffing Firm and Staffing Firm's employees. Staffing Firm further agrees to indemnify and hold City harmless from any failure of Staffing Firm to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Staffing Firm under this Agreement any amount due to City from Staffing Firm as a result of Staffing Firm's failure to promptly pay to City any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance and City Responsibilities A. Staffing Firm 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 Staffing Firm, 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 Staffing Firm other than those specified in Exhibit A, or those so assigned in writing to Staffing Firm by the City Manager or his/her designee. B. The Department of Finance and Administration shall, until further notice to Staffing Firm, administer this Agreement and provide for immediate supervision of Staffing Firm with respect to the services to be provided hereunder. C. Staffing Firm will file the claims with the information provided by City and shall make reasonable review and inquiry of the City prior to assuming that all information and materials provided by City are correct and complete. Staffing Finn shall only file claims for which adequate records or documentation have been provided by City. Claims shall not be filed for amounts that do not exceed one thousand ($1,000) dollars, pursuant to State guidelines. D. City agrees to provide all information needed to complete the claims three weeks prior to the established State Claiming deadline, or two weeks after the data has been requested in writing by the Staffing Firm, whichever date occurs first. If information has been received in a timely manner, Staffing Firm agrees to complete and file the claim(s) on or before the claiming deadline established for submitting such claims to the State of California. E. If data is not provided in a timely manner and Staffing Firm is unable to complete the claims, the claims shall be submitted late, when allowed by the State. City understands that late claims are subject to a 10% penalty up to a year after the original due date. City understands that the State does not allow that claims be submitted more than a year after the original due date. F. Staffing Firm shall not be responsible for late penalties or for the loss of claiming opportunities which are caused by the City's failure to provide timely or adequate information to Staffing Firm. Staffing Firm shall not be liable for any claims not filed due to City's provision of incomplete, insufficient, or late information. The Staffing Firm shall in no way be liable for reductions and disallowances made by the State, unless such reductions or disallowances are the result of Staffing Firm's negligence. 3. Indemnification. A. Staffing Finn 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 Staffing Firm to perform said services and duties. Due to the specific nature of the services being provided by the Staffing Firm, the Staffing Firm does not represent nor warrant that the State will approve any request for reimbursement submitted by City. The Staffing Firm agrees to use best efforts to seek approval for each request for reimbursement, however, City understands that disallowances or reductions may occur as a result of, but not limited to, differences in interpretation of the scope of the mandates, insufficient or inadequate documentation, and /or insufficient or inadequate proof of costs incurred. For these reasons, the Staffing Firm cannot and will not be held liable for the reduction or denial of any request for reimbursement. Liability of Staffing Firm to City or duty of Staffing Firm to indemnify City with regard to all work and services performed or provided by Staffing Firm for City under this Agreement shall be limited to the total fee actually paid by City to Staffing Firm under the applicable Proposed Scope of Work. Under no circumstances shall Staffing Firm have any liability to City in excess of the amount of such fees or compensation. City acknowledges and agrees that but for the above limitation or liability, Staffing Firm would not be able to provide the services for City under this Agreement for the prices applicable to the Agreement, and that this limitation of liability is reasonable. B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to Staffing Firm or any other person for, and Staffing Firm 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 Staffing Firm's performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Staffing Firm, its agents, officers, directors, subcontractor, subconsultant 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. Staffing Firm agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, substaffing Firm or any other person or entity involved by, for, with or on behalf of Staffing Firm in the performance of this Agreement. In the event Staffing Firm fails to obtain such indemnity obligations from others as required in this Section, Staffing Firm 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 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. D. Staffing Firm represents to the City, and City relies on Staffing Firm's representations, that Staffing Firm shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of the Staffing Firm or any of the Staffing Firm's employees, except as otherwise set forth in the Agreement. The Staffing Firm may not, at any time or in any manner, represent that it or any of its agents or employees M are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Staffing Firm's agents or employees, including the Affordable Care Act coverage requirements. The Staffing Firm is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to the Staffing Firm's agents and employees. Staffing Firm warrants and represents that the City will not responsible and will not be held liable for issues related to the Staffing Firm's status as an independent contract, including Staffing Firm's failure to comply with the Staffing Firm's duties, obligations, and responsibilities under the Affordable Care Act. The Staffing Firm agrees to defend, indemnify, and hold the City harmless for any and all taxes, claims, and penalties against the City related to the Staffing Firm's obligations under the Affordable Care Act 4. Insurance. A. Without limiting Staffing Firm's indemnification of Indemnities pursuant to Section 3 of this Agreement, Staffing Firm 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: (1) 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 $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 Staffing Firm 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 Staffing Firm or Staffing Firm's employees will use personal autos in any way on this project, Staffing Firm shall provide evidence of personal auto liability coverage for each such person. (Ill) If required by California law, 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; (11) 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 Staffing Firm 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 "Director of Human Resources & Risk Management," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Staffing Firm agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Staffing Firm shall submit to City (1) 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 than 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 ". F. The Staffing Firm'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 Staffing Firm's insurance and shall not contribute with it. G. Staffing Firm 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 Staffing Firm and the cost of such insurance may be deducted, at the option of City, from payments due Staffing Firm. 5. Confidentiality. Staffing Firm in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Staffing Firm covenants that all data, documents, discussion, or other information developed or received by Staffing Firm or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Staffing Firm 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. Staffing Firm's covenant under this section shall survive the termination of this Agreement. 61 6. Ownership of Work Product All reports, documents or other written material developed by Staffing Firm 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 Staffing Firm. The provisions of this paragraph shall not apply to computerized claim forms and other proprietary software and materials (the "Staffing Firm Proprietary Materials "), which are solely owned by Staffing Firm. Such Staffing Firm Proprietary Materials shall be clearly marked, designated or labeled by Staffing Firm, and City agrees not to use or distribute any such Staffing Firm Proprietary Materials without written permission of Staffing Firm. 7. Conflict of Interest A. Staffing Firm covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Staffing Firm under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Staffing Firm further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Staffing Firm 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. Staffing Firm 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 Staffing Firm. Staffing Firm's covenant under this section shall survive the termination of this Agreement. 8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sole discretion with or without cause. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination. Staffing Firm agrees that in the event of such termination, City's obligation to pay Staffing Firm 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, Staffing Firm shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City. 9. Personnel. Staffing Firm 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 Staffing Firm or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Staffing Firm reserves the right to determine the assignment of its own 6 employees to the performance of Staffing Firm's services under this Agreement, but City reserves the right, for good cause, to require Staffing Firm to exclude any employee from performing services on City's premises. 10. Financial Condition. Prior to entering into this Agreement, Staffing Firm 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, Staffing Firm shall submit such financial information as may be appropriate to establish to the satisfaction of the City Manager that Staffing Firm 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 Staffing Firm after review and shall not be retained by City. 11. Non - Discrimination and Equal Employment Opportunity. A. Staffing Firm 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. Staffing Firm will, in all solicitations or advertisements for employees placed by or on behalf of Staffing Firm 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. Staffing Firm 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. Staffing Firm shall not assign or transfer any interest in this Agreement nor the performance of any of Staffing Firm's obligations hereunder, without the prior written consent of City, and any attempt by Staffing Firm to 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 Vi 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 Staffing Firm prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Staffing Firm to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 14. Compliance with Laws. Staffing Firm 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 Staffing Firm 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 Staffing Firm to comply with this Section. 16. Licenses. At all times during the term of this Agreement, Staffing Firm 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 Staffing Firm 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 Staffing Finn, 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 Staffing Firms. 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 Staffing Firm's regular business hours or by facsimile before or during Staffing Firm'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. 19. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Califomia. 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. F, 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 Staffing Firm 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 Staffing Firm warrants and represents that he /she has the authority to execute this Agreement on behalf of the Staffing Firm and has the authority to bind Staffing Firm to the performance of its obligations hereunder. GOVERNMENT STAFFING SERVICES, INC. emps� AMunicipal Staffing Solutions Municipality: City of Lynwood Client Contact Haydee Salm Interim Position: Planning Manager Bill Rate per Hour: $96.00 Hours Per Week: 40 Start Date: 1211412015 Expected Duration: Open EXHIBIT "A" of Municipal Staffing Agreement Corporate Mailing Address: PO Box 718, Imperial Beach, CA 91933 Phone: 1- 866- 406 -6664 • Fax: 1-866- 498 -6678 Website: vrww.munitemps.com Notes Human Resources Director Michael (Mike) Poland (4/10) Monday - Thursday 7AM to 6PM Depending on Needs of City. CITY may hie Michael Poland as As cried employee, are an henNndent contractor, or through any had party by payirg a buyaA fee equal to (a) 9% of the anrcual salary offered by CITY to Michael Poland C he has waked a miNmwn of 990 hours on MsvTereps payrol at the CITY, or (b) 16% of the annual salary offered by Cf1Y k Michael PolaMtl he lads waked less Man 980 hours on MunTereps' payroll at der CRY. City will pmeady supervise MuniTemps empbyse(s) performing its work aril be responsDlefa As business operations, senicas, and mhliscual property. City will also property stgen'sa, control and safeguard its premises, processes, a systems. and riot perms MunTemps employees to operate any vehicle or mobile equiement unless approved by MuniToml 5 in WTbAf Job Description Pmvk is superyision, direcron, coordination, ardtravungfa the prcfesslm, lednrsi and clerical stag assigned ether City's Plane, and Binding Divisions; assigns wool to staff based on their abilities; manages and tmcla the work lead for the divisions: funllehs as Mo'Cily Planner' and sets admhutreMe policies: prepares brat adm'ni tie dlvineirs' beget; oversees the timely deciding of land use, tlevebpmem applications, site plan reviews aral bulking aspect ons; to trnical adv6 to the Cdy Corenci, Planting Conunssion, and the ccenmsny related to a l aspeels of tabon planning eta amimmmertal issues, and pannfil g Reprices; participates in City Teske Farces or o,va pmt effoM1S m it relates b planning aM building issuer, ltnctiass as Iha Deparinem's representative to the Planning Commission; updates de General Plan, Zoning Code, Subdvisbn Regulations. Emrbo rdenlal Guidelines and odor related codes, regulations and gtndet:ms as recessed, recommends and in cemerds goals, objectives, and preairres f« provdvg enecdve and efficient pWning services; attends City Cauca meetings as daeued; woks closely cool my other DSpadrnoni horn rsad Dined Invoicing ReaulremeNa Bekw Is the ist M nse,AI swtc Aro recalve me ervaes or processing(Pleaso Inciuua m- parson) Authorized Signature: "^ City Representative s2 -13 —y tj Date Muntipal Sating Agreement Cdy of Liiw - Eah.bl A(Planner, Manager) II19Q01s i1'la AM ms p Municipal Staffing utions 'Serving All Otk: Aff Ou The USA' Craig Levorsen National Headquarters: Staffing Consultant 14241 Firestone Blvd, Ste 400 L, : (866) Mirada, CA 90638 r : (866) 406 -MUNI (6864) d(Bfi6)498 -6678 ®: Craig @munitempscom —.maA HP Color Lew@ MFP.N1476dn Fax Confirmation -a —,» &w Date am 22 Identification Duration Pages Result m 12/15/2015 m m+. _ 18664986678 se , a �E 3 {(� |� /|f | - , / IM ! y ! � ]� d' full © ) � � � G | ! ! \ � �; 0- HUMAN RESOURCES DEPARTMENT November 9, 2015 MunfTemps Corporate Lockbox P.O. Box 718 Imperial Beach, CA 91933 Attn: John Herrera, President /CEO RE: Municipal Staffing Agreement — Signature Required Dear Mr. Herrera, Enclosed please find three (3) sets of the original agreements of the Municipal Staffing Agreement that was approved by the City of Lynwood's City Council. Please sign all three (3) original copies, keep one for your file, and return the other two back to the city. Thanklou in advance for your attention to this request. H3ydee lj, Sainz Erector of Human Resources & Risk Management Attachments: three (3) �a ti DATE: TO: APPROVED BY: AGENDA STAFF REPORT June 7, 2016 Honorable Mayor and Members of the City Council J. Arnoldo Beltran, City Manager cvv;,/ PREPARED BY: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services Q-f-, Mike Poland, Planning Manager SUBJECT: 3320 Sanborn Avenue Assessor's Parcel No. 6173- 003 -901 Recommendation: Staff recommends that the City Council provide its input and direction on the usage and restrictions for the City owned parking lot located at 3320 Sanborn Avenue. Background: The City currently owns a 15,210 square foot piece of property located at 3320 Sanborn Avenue (Refer to Exhibit 1). The property is currently utilized as a public parking lot with thirty -two (32) striped vehicle spaces on 9,600 square feet with the remaining 5,610 square feet dedicated to landscaping (Refer to Exhibit 2). Discussion & Analysis: On May 18, 2016 staff had a meeting with Mr. Richard Entin at his request. Mr. Entin is the property owner of 13324 -26 Long Beach Boulevard, which is currently undergoing extensive interior and exterior improvements. (Refer to Exhibit 2 & 3). Mr. Entin requested the meeting to discuss with staff his concerns over the condition and more particularly the usage, as well as the lack of restrictions of the intended use of the City owned parking lot located at 3320 Sanborn Avenue. ITEM 24 Mr. Entin's concern is that the public parking lot was initially intended for the use of the nearby business owners located along Long Beach Boulevard and their customers. Since the meeting with Mr. Entin, staff has visited the property several times and observed that the parking lot is primarily utilized by the nearby single - family and multi - family residents. On a few occasions staff observed individuals performing minor maintenance (oil change, tire rotations, etc.) on their vehicles. Staff also observed vehicles that had been •parked on the property for an extended period of time with "For Sale" on the front and rear windshields of the vehicle. On one occasion staff noticed a small homeless encampment on the property, however, that has since been removed. In addition to speaking with Mr. Entin, staff also spoke with several of the other business owners in the area along Long Beach Boulevard. These business owners stated they do not utilize the parking lot because the property is unsecure and that the surrounding residents primarily have full use of it. Therefore, they, along with their customers, either park along Long Beach Boulevard or behind their businesses in the alley. They have stated that on- street parking spaces are intended to serve the short-term needs of customers and the vitality of the area, however, the public parking lot is being used by those who park there all day and utilize for other reasons as mentioned above. Thus, the business owners would like the City consider some method where parking on the property would be restricted to its original intention of restricted use to be used only by the adjacent business owners. Staff is respectfully requesting that the City Council provide direction and consideration on the following options: Option No. 1 Preferred parking. Designate a specific number of the total thirty -two (32) striped vehicle spaces to be restricted for use by the adjacent business owners through a preferred permit parking plan. This option would allow qualified business owners of adjacent properties to obtain special permits that allow them to park in designated spaces. Anybody parking in a restricted space would either receive a citation or they would have their vehicle towed. Typically this type of parking restriction involves prohibiting parking during specified time periods by vehicles without permits. The advantages of preferential parking is that long -term parking by non - business owners is reduced or eliminated and the amount of litter, noise and traffic created by non - residents is decreased. The disadvantages of living in a preferential permit parking area are that vehicles without permits are subject to parking restrictions, even if they are nearby residents. CC Agenda Report/3320 Sanborn Ave. 2 June 7, 2016 Option No. 2 Installing parking meters. Metered parking would raise needed funds for the City. This would solve the concerns of business owners by discouraging nearby residents to park for extended periods of time. However, there is a potential for vandalism of the meters. Additionally, this could be costly to the adjacent business owners whose operating hours range from 8 to 11 hours without a preferred parking plan for them. Option No. 3 Pay Station. Parking pay stations are automated parking meters that manage multiple parking spaces in garages, parking lots, and on the street. The units accept credit or debit cards, and U.S. cash and coins. Staff would recommend that machines that only accept credit and debit cards. Parking pay stations would raise needed funds for the City. This would solve the concerns of business owners by discouraging nearby residents to park for extended periods of time. However, this could be costly to the adjacent business owners whose operating hours range from 8 to 11 hours without a preferred parking plan for them. Fiscal Impact: None. Coordinated With: City Manager's Office Exhibits 1. Assessor's Parcel Map Page — 3320 Sanborn Avenue 2. Aerial Photograph — 3320 Sanborn Avenue & 13324 -26 Long Beach Blvd. 3. Proposed Floor Plan & Storefront Elevation Improvements for 13324 -26 Long Beach Blvd. CC Agenda Report/3320 Sanborn Ave. 3 June 7, 2016 C"7 EXHIBIT 1 291 I �4 �y 1�. Es2y 342 1 3320 Sanborn Avenue I Sanborn Ave. 0 0 O EXHIBIT 3 m rriea_ ss mm�m�maam nai�v� BIYIIwW■�e�ip��l iU X91= P ��. �'■�. a.a ar;4 � e4$, •i� �3ma: me.e m rriea_ Agenda Items Only/Public /Public Comment g Y Speaker listing �/ PU16UC (+1 Arulil:'9 '9)9,10,11 Meeting Date: C �Z All wishing to speak on agenda items must sign -in below. Please print clearly. Note: This form is a public record and may be released upon request. Name: X22 Address: C C Agenda item #: i. AWL 2. 3. 4. 5. --- -- --------- ---------------- -- --------------------------------- --- ------ ------- ------------------ (City Clerks Use Only) Comments: 22 1� i-).Fn rhim A ,,5TA --tr, ng Fv5 /A1 _ �nnti�ArAA Name: I A P (2, l./ r. Address: 1 (3 �Q 4 wt.t P Agenda item #: i. r v 2. 3. 4. 5. (City Clerks Use Only) Comments: -. , )tjA �l ................ ............................................................................................. ............................... Name: Cane Ga CC, (a Address: V- 737 111 'A �� r yn w 2V d .off Agenda item #: 1. N � (City Clerks fU�,{sse Only) z.:/ 3. Comments: 0 TwbtiiG l FfikVl/V`tJ �RPSE1'� d J., P EGl t} &i-&+r, o9 'FtxAl esv 4 1 23 • N1M,Y\(•`'fF,AA , corrtM1+ AIl12.AILVAlf - ................ ............... 11n^_.. .- ............_._____________.. __......._.____________ Name: , i f t� - � CLifl�Q,v� c�iitJ - Li;1Tl;2- l�-�d For Cl Address: Agenda item #: i. 2. 3. 4. 5 (City Clerks Use Only) Comments: 1�G Tt 9— RC�A 10 PQ: 24 ................................................................................................................ ............................... Name: ❑ Address: Agenda item #: 1. 2. 3. 4. 5. Comments: (City Clerks Use Only) J decd (6/7/1 � ITEM NO.24 Daryl Betancur LETTER OF SUPPORT From: Mike Poland Sent: Tuesday, June 07, 2016 5:09 PM To: Daryl Betancur Subject: FW: Letter to the City Clerk - Item 24 on the June 7, 2016 Council Meeting Agenda Attachments: Richard Entin Letter to Lywnood City Council .pdf JUN 0 7 2096 From: Rick Entin [ mailto:rick.entin(@verizon.net] CITY OF 01"'11 WOOD Sent: Tuesday, June 07, 2016 4:39 PM O: ^ l CLE." r�t„ To: dbetancur((Ilynwood.ca.gov Cc: mquinonezCatlynwood.ca.gov; Mike Poland; Erika Ramirez; rick.entin (0)verizon. net Subject: Letter to the City Clerk - Item 24 on the June 7, 2016 Council Meeting Agenda Attached please find a letter in support of the Council taking action to provide input and direction on the use of the City owned parking lot located at 3320 Sanborn Avenue. I plan to attend the Council Meeting tonight and would like to make comments during the public comment portion of the meeting. I am the owner of 11324 -26 Long Beach Blvd in the City of Lynwood. Thank you, Richard Entin 310 422 -3143 EloTTIN I'CE RTIES Real Estate Investment and Management To: Honorable Mayor and Members of the Lynwood City Council Copy to: Erika Ramirez, Interim Director of Development, Compliance and Enforcement Services and Mike Poland, Planning Manager From: Richard EAom roperty Owner 11324 -26 Long Beach Blvd, City of Lynwood. Subject: 3320 San venu e Date: June 7, 2016 I wanted to thank the City Staff for taking the time to investigate the current situation with the property located at 3320 Sanborn Avenue. The property is currently utilized as a public parking lot with thirty two striped spaces. I am the owner of the adjacent buildings located at 11324 -26 Long Beach Blvd. 11324 Long Beach Boulevard contains approximately 5,000 square feet of commercial retail space and 11326 Long Beach Blvd contains approximately 3,500 square feet. My buildings are currently in the process of a major remodeling of the 100 linear feet along Long Beach Blvd. The existing brick fagade and mansard roof that was built and rebuilt over the last 60 years will be replaced with new store front windows, stucco and stonework. All work is being done in accordance with the approved Site Plan Review that confirms with the Long Beach Blvd. Specific Plan. Permits have been obtained from Lynwood's Building and Safety and Public Works Departments. Improvements are also being planned to the rear of the property to add handicap parking and an enclosed dumpster for use by the business owners. I am making a major investment that will greatly enhance Long Beach Blvd directly across from the Food for Less entrance to Plaza de Mexico. The two blocks south of Sanborn on the cast side of Long Beach Blvd, all contain street front retail properties that are in the need of redevelopment to transform this critical gateway section of Lynwood. My hope is that my development will bring much needed quality tenants and services to this section of the Long Beach Blvd. and provide a very favorable fiscal impact to the City. As the Staff Report details, there is a City owned parking lot on Sanborn behind my building. The lot is operated without any restrictions. This situation has resulted in an ongoing situation with graffiti, dumping, transients, drug trafficking and a generally unsafe, unsanitary environment. Crime in this small area is a real ongoing issue. The biggest concerns that prospective tenants have when looking at my spaces are parking and safety issues. The current situation is an eyesore, is being abused by nearby residents and other members of the public, who use the lot to repair their vehicles or even offer them for sale. Local residents routinely use the lot for long term parking. At tonight's City Council meeting, Agenda Item 24 contains the Staff Report requesting the City Council's input and direction on the usage and restrictions for the City owned lot. There are three Rick Entin Entin Properties (310) 459 -7030 office (310) 459 -7225 fax rick.enfin@verizon.net options presented for your consideration. I am in favor of a combination of permit parking for business owners and paid parking for the public. I also am in favor in restriping or re- paving the lot. Almost 40 percent of the lot is currently dedicated to landscaping which consists of only dirt and weeds. The amount of parking spaces could be increased and drought tolerant trees or plants could be added. A further improvement could be a one way restriction on traffic in a section of the alley to alleviate traffic concerns at the corner of Sanborn and Long Beach Blvd. With respect to permit parking, I am in favor of a certain number of spaces being dedicated to the adjoining business owners so that employees will have access to parking. The paid parking component would add to City Revenues and provide much needed control over the long term parkers who currently abuse the City's good will. I have offered to work with Staff to come up with recommended solutions. I have also spoken with other adjoining property owners who support improvements to the lot and changes to the current parking situation. 1 am here tonight to be part of the solution of revitalizing one of the most important commercial blocks in the City of Lynwood. When visitors or residents of Lynwood exit the 105 and head north on Long Beach Blvd, I want my project to be a standout for what is possible. Someone along these two blocks needed to step up with a significant investment. I am doing so and I ask that the City join me by giving its support to the creation of a plan to improve the parking situation that is the backbone for any successful commercial revitalization. Thank you for your consideration, Richard Entin • Page 2 DECEIVED RECEIVED Date: May 3, 2016 JUN — 2 2016 JUN 0 i 2096 CI T Y CP LYPNOOD CITY OF LYNWOOD CI YOV ,AAkfAGtR'SICITVC3UNCIVSCFFICI- To whom it may concern: CITY CLERKS OFFICE I would like to address my increasing concern for the condition of the sidewalk in the front of my home. My home address located on 2700 E. 111th St. Lynwood CA 90262, has large trees in the front of the property that are destroying the sidewalk and the chain link fence that has protected the front lawn for over 30 years. The roots of the many trees are coming up into the concrete destroying the side walk. A, neighbor just weeks ago fell from the uneven sidewalk pavement in the front of the house. The side walk is so badly damaged that I find it difficult for anyone who is handicapped and resorts to walkers or wheelchairs maneuver around it. My father who is in his 70's can't walk through the front part of the house due to the broken sidewalk. Mr. Romualdo Reyes is advanced in his age and his mobility is much more of concern due to the concern a bad fall can have on his health. The concern honestly is significant c for everybody who lives in the home and anyone who has to utilize the sidewalk and is special needs. My father have has and adult daughter who visits and has some mobility needs due to lack of balance when she walks and at times needs a walker or wheelchair. The concrete is very badly damaged and is a bad accident waiting to happen for anyone. We have reached out to the city to address the issue, but it took years just to get the trees cut all along the property. The trees limbs were falling and trees were splitting due to the age of the trees. We are reaching out in an attempt to seek some relief. The damaged sidewalk is a significant concern because anyone who falls or gets injured might want to sue or address the issue with us the home r..:c'm ResRes ect� - Maria G. Parra Maria G. Bernal 310 766 -2430 310 766 -2430 �► er- 4�1s ,C6 e a 1&0d (017 /ate Today is Tuesday of June 7, 2016. Hi Honorable Mayor, Council Members, Staff and Audience, My name is Harry Gibbens, 11327 Louise Avenue. Here are two Agenda items #17 (ADA Act) & #20 (Speed Survey). Agenda Item #17: I have been supporting the ADA Act which has been helping our disabled / handicapped people. We are living better life as well as safety and better services and better programs and better activities gradually, but we need much more improvement and betterment. No more oppressive or intolerable condition. Healthy people like you appear to be glad to have the ADA Act equally, do you? when will the unsafe sidewalk be repaired near 11339 Louise Avenue? See below: The raised sidewalk is unsafe for people who are seniors and young mothers with children. Note: My beloved wife did fell down two times many years ago. A neighbor helped her to get up from her fall. That had been why I had to remind her to watch out for the unsafe sidewalk for many years. Unfortunately my beloved wife was injured by a car /pedestrian school crosswalk accident on October 31, 2015 and six day later she died November 6, 2015. Agenda Item #20: The traffic study / speed survey need to be improved. Problem with some high cars speed on Louise Avenue unsafely from time to time. Suggestion: Add larger posters of limited speed up to 35 miles per hour or 25 miles per hour at school zone or set up speed bumps. Concider those matters as ab)ve, do you? 2-Qcd C0171uo Close I Original Viewr Slurs, worse spur calls for change at council meetings Public comments in L.A. have gotten ugly. One led to an arrest. BY MATT HAMILTON, EMILYALPERT REYES AND DAVID ZAHNISER Racial slurs. Anti-gay epithets. The N -word. The F -bomb. Over the last three years, the language used by members of the public at Los Angeles City Council meetings has grown increasingly graphic, moving from the vulgar and the sexually explicit into the hateful and, some say, frightening. But worries over those messages crossed a new threshold in recent days, after council President Herb Wesson received a public comment card featuring a racial epithet and a drawing of a burning cross. The card, submitted by Encino attorney Wayne Spindler, also featured a drawing of a figure resembling a Ku Klux Klansman and a man hanging from a tree. Spindler was arrested May 13 and booked on a felony count of making a criminal threat. Now, some council members said they are looking for new ways of reining in what they describe as hateful and offensive language during public meetings. "Over the last 2 1/2 years that I've been here, it's escalated," said Councilwoman Nury Martinez. "And it's gotten scarier and scarier to come to work." Wesson, the council's first black president, made clear he views the comment card as a potential threat to his family, the city's workforce and visitors to City Hall. For Wesson, the comment card rekindled memories of stories told by his grandparents, who lived in Arkansas and Georgia, about "liquored -up Klansmen running through the South terrorizing black people, about crosses actually being burned on the lawns of their friends." "It is not OK to do that to me," he said at a City Hall news conference. "It is not OK to do that to us in the year 2016. And when? m talking about us, I'm talking about all of us — white, yellow, black and brown." Spindler denied that he had made a threat and instead accused Wesson and his colleagues of "trying to chill free speech." In an interview, the Encino resident compared his work to Charlie Hebdo, the controversial French cartoon publication. S He also said he is "absolutely" not a KKK member. The burning cross on the card, Spindler said, was meant to show that City Hall is "burning down with corruption." The drawing of the person hanging from a tree is a reference to rate increases recently approved by the Department of Water and Power, he said. "We're getting lynched with a 20% rate hike," Spindler added. Prosecutors are evaluating whether to file charges against Spindler. Council members say Spindler, who sometimes refers to himself as "Wayne from Encino," has a long history of outrageous behavior. He has repeatedly worn a Ku Klux Klan hood with a swastika on it. From the audience, he has offered council members a Nazi salute. Another frequent public speaker routinely uses a- slur against Mexican immigrants when appearing before the council. A third recently called council members a derogatory word for gay men. 'Yet even as they decried the use of inflammatory language, council members acknowledged they have a limited ability to control what is said during public meetings. Federal courts have ruled that public speakers can be ejected if they become so disruptive that they impair the council's ability to run the meeting. They cannot, however, be removed simply for uttering curse words or hateful invective. That was the message in 2013 from a federal judge, siding with City Hall critics who had been ejected from meetings after using the F -word during public comment. U.S. District Judge Dean D. Pregerson said that under the 1st Amendment, council members must be willing to tolerate obscene language and personal attacks. A year later, the city paid $215,000 to settle a case filed by a Venice resident who sued after being ejected from a city commission meeting. The man, who is black, had worn a Ku Klux Klan hood and a T -shirt featuring a racial slur against African Americans. When that case was finalized, the use of incendiary language by the public "took a dramatic turn for the worse," said Councilman Paul Krekorian. Krekorian said he believes there are additional steps the city can take to limit disruptive behavior during council meetings, but declined to give details. "When someone ... makes racist threats, makes foul, sexist comments, makes homophobic, pornographic comments from our microphone, children in Los Angeles are seeing that across our city," he said. "People are feeling victimized by that across our city." r But Stephen Rohde, who represented the City Hall critics in both lawsuits, argued that it would be a mistake for council members to approve new "speech restrictions." "This is the rough and tumble of democracy," he said. "And these City Council persons need to respect the constitution." Spindler submitted his speaker card at the May 11 meeting of a council committee that Wesson heads. In blue marker, the card appears to depict a Ku Klux Klan figure holding a sign that states, "Herb = [N- word]." The image of a body dangling from a tree by a noose is evocative of the lynching of blacks in the 19th and 20th centuries. Rohde, the civil liberties attorney, contends that Spindlefs drawing "is squarely in the category of protected speech" and does not constitute a threat to public safety. - Martinez said incendiary language was not tolerated during her time on the Los Angeles school board and the San Fernando City Council. At City Hall, people who use slurs and inflammatory language have been reassured by federal judges that "they can continue to behave this way," she said. "We always seem to sort of throw our hands up in the air and give up," Martinez added. "Now you've seen the results." Times staff writers Kate Mather and Abby Sewell contributed to this report.