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HomeMy Public PortalAboutA2010-12-21-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 forAddressino 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. °a AGENDA ITEMS ON FILE FOR CONSIDERATION y� AT THE REGULAR MEETING OF O p U14 S Og4 THE LY ITY COUNCIL TO BE H RECEIVED TO BE HELD ON DECEMBER 21, 2010 DEC 1 6 2010 COUNCIL CHAMBERS CITY OF LYNWOOD 11330 BULLIS ROAD, LYNWOOD CA 90262 CITY CLERKS OFFICE 5:00 P.M. AYta " �ttjxoY�EZ AIDE CASTRO Cl 'I�y 'GS MAYOR JJJJ J JIM MORTON ALFREDO FLORES MAYOR PRO -TEM COUNCILMEMBER RAMON RODRIGUEZ MARIA TERESA SANTILLAN COUNCILMEMBER COUNCILMEMBER CITY MANAGER ROGER L. HALEY CITY ATTORNEY FRED GALANTE CITY CLERK CITY TREASURER MARIA QUINONEZ SALVADOR ALATORRE OPENING CEREMONIES 1 CALL TO ORDER 2. CERTIFICATION OF AGENDA POSTING BY CITY CLERK 3. ROLL CALL OF COUNCIL MEMBERS Alfredo Flores Ramon Rodriguez Maria T Santillan Jim Morton Aide Castro PLEDGE OF ALLEGIANCE 5. INVOCATION 6. PRESENTATIONS /PROCLAMATIONS • Sheriff Captain James Hellmold — Update on Law Enforcement Issues • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3(D)) COUNCIL RECESS TO LYNWOOD REDEVELOPMENT AGENCY PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) PUBLIC ORAL COMMUNICATIONS 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 THE STAFF OR SCHEDULE SUBSTANTIVE DISCUSSION FOR A FUTURE MEETING. (The Ralph M. Brown Act, Government Code Section 54954.2 (a).) PUBLIC HEARING 8. JOINT PUBLIC HEARING FOR CONSIDERATION OF A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT ('DDA ") Comments For Agency consideration is a draft DDA between the Redevelopment Agency and J.B. Group, LLC and the corresponding 33433 Summary Report, which has been on display in the office of the Redevelopment Department, announced in the local newspaper, and on the City's website for the requisite time as mandated by the California Health and Safety Code. The project will consist of the construction of 6 or 7 new 2 -story single - family detached 3 bedrooms and 2 bathrooms homes and be at least 1,600 square feet and will be sold at fair market value or alternatively, the Developer may construct a multi- family rental complex containing 16 or 17 separate residential units. Recommendation: Staff recommends that after consideration the Agency and the City close the Public Hearing and adopts the resolution titled, "A JOINT RESOLUTION OF THE CITY OF LYNWOOD REDEVELOPMENT AGENCY AND CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY (AGENCY) AND J.B. DEVELOPMENT GROUP, LLC (DEVELOPER) FOR THE SALE AND DEVELOPMENT OF AGENCY OWNED PROPERTY COMMONLY KNOWN AS THE MURIEL/THORSON SITE AND ACCEPTING THE 33433 SUMMARY REPORT' 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. 9. MINUTES OF PREVIOUS MEETINGS. Regular Meeting — November 16, 2010 Special Meeting — November 30, 2010 10. APPROVAL OF THE WARRANT REGISTER Comments: City of Lynwood warrant register dated December 21, 2010 for FY 2010 -2011. Recommendation: Staff recommends that the City Council approve the warrant register 11 CONTRACT CHANGE ORDER NO 2 SEWER MAIN REPLACEMENT PROJECT ON LONG BEACH BOULEVARD AND IMPERIAL HIGHWAY PROJECT NO. 4011.67.887 Comments The Long Beach Boulevard and Imperial Highway sewer main replacement project is listed in the Capital Improvement Program (C.I.P.) budget for FY 2010 -2011. The project construction started in June of this year and is on- going. During the course of construction, the contractor encountered various unknown /changed subsurface underground conditions that require extra work. This extra work has resulted in a contract change order of $18,515, which requires the City Council's approval pursuant to Section 6 -3.15 of the Lynwood Municipal Code. 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. 2 IN THE AMOUNT NOT TO EXCEED $18,515 TO KANA PIPELINE, INC. FOR THE LONG BEACH BOULEVARD AND IMPERIAL HIGHWAY SEWER MAIN REPLACEMENT PROJECT, PROJECT NUMBER 4011.67.887, AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT CHANGE ORDER" 12. AWARD OF FUEL PURCHASE ORDER Comments Staff recently requested price quotations from gas stations in the city for the purpose of obtaining price discounts for purchasing fuel (diesel and gasoline) for fiscal year 2010- 2011 The intent is that companies generally provide considerable price discounts if the City orders and purchases fuel in large quantities. 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 APPLY FOR A CHEVRON /TEXACO BUSINESS CARD (FUEL CARD) AND ISSUE A PURCHASE ORDER TO G &M OIL (CHEVRON1rEXACO) IN THE AMOUNT NOT -TO- EXCEED $97,000 FOR THE PURCHASE OF DIESEL AND GASOLINE FOR CITY VEHICLES." 13. SECOND READING OF ORDINANCE — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ADDING A NEW SECTION 14 TO CHAPTER 14 OF THE LYNWOOD MUNICIPAL CODE REGARDING FATS, OILS AND GREASE MANAGEMENT AND DISCHARGE CONTROL Comments: The City Council introduced the attached ordinance for first reading on December 7, 2010. Recommendation Staff recommends that the City Council waive reading and adopt the attached ordinance entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ADDING A NEW SECTION 14 TO CHAPTER 14 OF THE LYNWOOD MUNICIPAL CODE REGARDING FATS, OILS AND GREASE MANAGEMENT AND DISCHARGE CONTROL ". 14. PROJECT ACCEPTANCE WATER MAIN LINE PROJECT LOCATED ON STATE STREET (FROM TWEEDY BOULEVARD TO LONG BEACH BOULEVARD) TWEEDY BOULEVARD (FROM LONG BEACH BOULEVARD TO STATE STREET) INTERSECTION OF LONG BEACH BOULEVARD AND MARTIN LUTHER KING, JR. BOULEVARD, PROJECT NUMBER 4011.67.950 Comments On November 3, 2009, the City Council awarded a contract to Cedro Construction, Inc. for the construction of the Water Main Line Project on State Street (from Tweedy Blvd. to Long Beach Blvd.), Tweedy Boulevard (from Long Beach Blvd. to State St.) and the intersection of Long Beach Boulevard and Martin Luther King, Jr. Boulevard, Project Number 4011.67.950. The project started on November 3, 2009, and all construction work on the project has been completed on June 4, 2010. The final construction cost for this project is $808,098.62, which includes the final quantities reconciliation and the Contract Change Order No. 1 for unforeseen additional work. The project is funded with the1999 Water Bond funds and is now ready for acceptance by the City Council. 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 AND ACCEPTING THE WATER MAIN LINE PROJECT ON STATE STREET, TWEEDY BOULEVARD AND THE INTERSECTION OF LONG BEACH BOULEVARD AND MARTIN LUTHER KING, JR. BOULEVARD, PROJECT NUMBER 4011.67.950, AS BEING COMPLETE; AUTHORIZING THE CITY ENGINEER TO PROCESS THE RECORDATION OF THE NOTICE OF COMPLETION; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO MAKE THE NECESSARY FUNDS TRANSFER AND APPROPRIATION' 15. RESOLUTION TO APPROVE TAX DEFERRED CALPERS MEMBER PAID CONTRIBUTIONS IN ACCORDANCE WITH INTERNAL REVENUE CODE 414(H)(2) EMPLOYER PICK -UP Comments: Currently, the State of California Government Code and local management and non- management collective bargaining agreements allow the City to report to CalPERS the Employer Paid Member Contribution (EPMC), currently at 8% of base salary, in order to calculate the retirees' final and highest compensation period. However, when the City reports EPMC to CalPERS, and, in turn, seeks reimbursement of EPMC from the retiring employee during their last 12- months of City service, that employee is currently reimbursing the City on a post -tax basis. Therefore, adoption of the attached Resolution will allow the soon- to -be- retired employees to reimburse the City on a pre -tax basis, and provide new hires hired after January 1, 2011, the ability to use pre -tax dollars to pick -up their EPMC as all new hires will begin to pay toward their retirement at the start of the New Year. Recommendation: Staff respectfully requests that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO TAX DEFER MEMBER PAID CONTRIBUTIONS — IRC 414(h)(2) EMPLOYER PICK -UP " NEW /OLD BUSINESS 16. FACILITY RENTAL FEE STRUCTURE RESEARCH — SENIOR CENTER Comments The City of Lynwood operates public facilities for both public and private use. Under specific City of Lynwood guidelines, designated City facilities can be rented or used in accordance with a City Council approved fee structured, City policy, and an application process. When the Lynwood Senior Center opened in 2008, a rental fee structure was not implemented. There have been inquiries into the use of Senior Center for various intergovernmental programs, including funeral services for senior citizens, wedding receptions, senior citizen parties and various other night -time and weekend programs. Staff would like to study the implementation of a fee structure for the Lynwood Senior Citizen Center. Recommendation: Staff recommends that the City Council allow staff to conduct research that would give consideration to the implementation of a rental fee structure for the Lynwood Senior Citizen Center. 17 REVIEW OF BOARD AND COMMISSION MEMBERS & ANNUAL BOARDS AND COMMISSIONS LOCAL APPOINTMENT LIST Comments Please find attached the City of Lynwood Boards and Commission Appointment List and a public notice identifying the vacancies, with an open until filled deadline and a notice to all applicants that all appointments are subject to the successful passing of a criminal history check. Recommendation: Staff recommends that the City Council review the list of Board and Commission members. After review, the Council may wish to provide staff with direction in filling the current vacancies, which are: Design Review Board (2 vacancies), Public Safety/Traffic & Parking Commission (1 vacancy), Women's Commission (2 vacancies), Veterans Affairs Council (2 vacancies) and Youth Commission (1 vacancy). The City Council may further make any other adjustments to these Boards and Commissions, as it deems appropriate, in accordance with the rules outlined in the Maddy Act. It is also recommended that the City Council direct staff to post the attached Annual City of Lynwood Boards and Commissions Appointment List, according to Maddy Act requirements. CITY COUNCIL ORAL AND WRITTEN COMMUNICATION AIDE CASTRO, MAYOR JIM MORTON, MAYOR PRO -TEM ALFREDO FLORES, COUNCILMEMBER RAMON RODRIGUEZ, COUNCILMEMBER MARIA T. SANTILLAN, COUNCILMEMBER CLOSED SESSION NONE ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON JANUARY 4, 2011 AT 5:00 P.M. IN THE COUNCIL CHAMBERS OF THE CITY HALL, 11330 BULLIS ROAD, CITY OF LYNWOOD, CALIFORNIA. F } (� itii S 1 ; r, u AGEN DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council Honorable Chair and Members of the Agency Boar APPROVED BY: Roger L. Haley, Executive Director /City PREPARED BY: Sarah Magana Withers, Director of Bruno Naulls, Redevelopment Ass( SUBJECT: Joint Public Hearing for consideration of a proposed Disposition and Development Agreement ( "DDA ") Recommendation: Staff recommends that after consideration the Agency and the City close the Public Hearing and adopts the resolution titled, "A JOINT RESOLUTION OF THE CITY COUNCIL AND LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY (AGENCY) AND J.B. DEVELOPMENT GROUP, LLC (DEVELOPER) FOR THE SALE AND DEVELOPMENT OF AGENCY OWNED PROPERTY COMMONLY KNOWN AS THE MURIELTHORSON SITE AND ACCEPTING THE 33433 SUMMARY REPORT'. Background: The Agency currently owns the property ( "Property"), which is the subject of the proposed project and DDA. The Agency purchased the Property from CalTrans in the amount of $210,000 in 1987. The property has been tax - exempt ever since the Property was purchased by Cal Trans for the construction of the 1 -105 freeway. 2. The property is located between Muriel Drive and Thorson Ave adjacent to the south side of the 1 -105 Freeway. The lot size is approximately 41,470 square feet. 3. The City of Lynwood lost a drastic amount of housing units (over 1,200 units) as a result of the development of the 1 -105 Freeway. In addition, the City is required to meet its Regional Housing Needs Allocation (RHNA). Currently 363 residential units are required by 2014 as mandated by the ITEM State's Housing and Community Development Department. 159 of those units are not required to be categorized low /moderate. 4. The Property will accommodate 6 to 7 single detached residential units, or alternately approximately 16 mixed use residential units which may only put a dent in the City's obligation under the RHNA. However the proposed project will demonstrate the City's commitment in trying to meets its obligation. 5. Between the years of 1999 and 2007 there have been attempts to build residential units at this location but due to circumstances both unforeseeable and uncontrollable, a successful housing project has not been developed. 6. The current Developer has agreed to the terms and conditions set forth by the Agency and the project will be subject to all applicable provisions of the Lynwood Municipal Code. 7. Attached for Agency consideration is a draft DDA and 33433 Summary Report, which has been on display in the office of the Redevelopment Department, announced in the local newspaper, and on the City's website for the requisite time as mandated by the California Health and Safety Code. Discussion & Analysis: The project will consist of the construction of 6 or 7 new 2 -story single - family detached homes with a driveway courtyard between the homes. Each home shall contain 3 bedrooms and 2 bathrooms and be at least 1,600 square feet and will be sold at fair market value. The homes will share a private driveway with outlets to Muriel Drive and Thorson Avenue. Construction will be Type V, wood - frame construction. Parking for residents and guests will be consistent with City requirements. Each unit will have a two -car garage, as well as one guest parking space for each home will be provided on the Site. Landscaping will be aesthetically pleasing, appropriate for the surrounding neighborhood, and will be consistent with City requirements. The building construction will utilize materials that will meet or exceed Title 24 energy standards. Alternatively, Developer may construct a multi - family rental complex containing 16 or 17 separate residential units, with adequate on -site parking and in compliance with City all applicable City standards The subject property has a fair market value of $230,000. This value was determined by the consultant and appraiser based on recent land sales (See 33433 report). Pursuant to AB 1290, the Agency cannot sell property, regardless of what the acquisition cost was to the Agency, for less than market value less 2 any cost for constraints that would allow the property to be sold at its highest and best use (Reuse value). The Developer will pay for the full fair market value of the Property in the amount of $230,000. The arrangement for payment of the land to the Agency will enable the Developer to move forward with the project and pay the full value of the land to the Agency approximately ninety (90) days after the effective date of the Agreement and before the close of escrow. Fiscal Impact: The sale of the subject property will impact the Agency by generating $230,000 in revenue for the Project Area 'A' Tax Increment Fund this 2010 -2011 Fiscal Year. Coordinated With: City Manager's Office Finance and Administration City Attorney's Office Attachments: DDA 33433 Summary Report Resolution 93 RESOLUTION NO. A JOINT RESOLUTION OF THE CITY COUNCIL AND THE LYNWOOD REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY (AGENCY) AND J.B. DEVELOPMENT GROUP, LLC (DEVELOPER) FOR THE SALE AND DEVELOPMENT OF AGENCY OWNED PROPERTY COMMONLY KNOWN AS THE MURIEL/THORSON SITE AND ACCEPTING THE 33433 SUMMARY REPORT WHEREAS, the Lynwood Redevelopment Agency ( "Agency ") is a public body, corporate and politic, organized and existing under California Community Redevelopment Law (Health & Safety Code § 33000, et seq.) ( "CRL "); and WHEREAS, in accordance with the CRL, the City Council of the City of Lynwood adopted the Redevelopment Plan for the Redevelopment Project Area "A" in the City of Lynwood on July 10, 1973, as established by Ordinance No. 945 of the City Council, and as amended from time to time; and WHEREAS, the Agency currently owns the property commonly known as the Muriel/Thorson Site ( "Property ") located between Muriel Drive and Thorson Avenue adjacent to the south side of the 1 -105 Freeway, having a lot size of approximately 41,470 square feet; and WHEREAS, the Property, which is the subject of the proposed project and Disposition and Development Agreement ( "DDA "), was purchased from Caltrans for $210,000 in 1987; and WHEREAS, the Property has been underutilized for years and is considered blighted as it has been subject to vandalism, graffiti, and illegal dumping that has impacted Agency funds for maintenance and upkeep; and WHEREAS, the Developer proposes to complete construction of six to seven (6 -7) new single - family dwelling units on the Site or alternatively 16 -17 multi - family rental residential units, to be sold or rented at fair market rate, subject to the covenant agreement, the form of which is attached to the DDA ( "Project'); and WHEREAS, the sale of the Property pursuant to the DDA effectuates the Redevelopment Plan insofar as the Property is located nearby and benefits the Redevelopment Project Area by causing the development to improve the Property with new housing, landscaping and on /offsite improvements that will assist in the elimination of blight and beautification of the community; and WHEREAS, the DDA requires the Agency to convey the Property to the Developer for the fair market purchase price of Two hundred Thirty Thousand Dollars ($230,000), representing the fair market value of the Property, based on the April 19, 2010 appraisal prepared by Fred D. Campagna & Associates; and WHEREAS, Section 33433 of the CRL requires that the Agency Board and the City Council to approve the disposition of the Property by the Agency; that certain findings be made, and that a "Summary Report" and a copy of the DDA be made available for public inspection; and WHEREAS, the Agency has prepared the required Summary Report and notice of a joint public hearing of the Agency and City Council concerning the proposed DDA has been given in accordance with applicable law; and WHEREAS, On December 9, 2010 the Agency published the public hearing notice in the required newspaper of general circulation in the community once per week for a consecutive two weeks prior to the public hearing pursuant to California Government Code Section 6066; and WHEREAS, On December 9, 2010 pursuant to section 33433 of the CRL, the Summary Report and proposed DDA was concurrently available for public inspection on the City's website and in the Redevelopment Department and was distributed to those entities and individuals on the Agency mailing list; and WHEREAS, On December 21, 2010 the Agency conducted a public hearing at a regular meeting and reviewed, analyzed and approved said DDA; and WHEREAS, the DDA is consistent with the intent of the Implementation Plan adopted pursuant to CRL Section 33490. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD AND THE LYNWOOD REDEVELOPMENT AGENCY DO HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1 . The above recitals are all true and correct and are hereby adopted as findings. Section 2 . The City Council and Agency Board have determined that the Project is categorically exempt from the provisions of the California Environmental Quality Act ( "CEQA ") insofar as it involves the construction of an in -fill development project, which is an activity that is Categorically Exempt from CEQA, pursuant to Section 15332 of the CEQA Guidelines. Section 3 . The DDA is consistent with the Agency's adopted Implementation Plan for Redevelopment Project Area "A ". 2 Section 4 . The consideration to be paid by the Developer in the amount of $230,000 for the Property is not less than the fair market value of the Property. The proceeds of such sale will be deposited into the Agency's Tax Increment Fund (9452). Section 5 . The development of the Project will assist in the elimination of blight in the Project Area and will provide needed housing for the community. Section 6 . The Agency Board of Directors and the City Council hereby approve the DDA and the instruments referenced therein, a copy of which are on file in the office of the City Clerk. Section 7 . The Agency Chair and Executive Director and Mayor and City Manager are authorized and directed to take such actions and execute such documents as may be necessary to implement and effect this Resolution and the DDA on behalf of the Agency and City. Section 8 . The Agency Secretary and City Clerk shall certify to the passage and adoption hereof. PASSED, APPROVED and ADOPTED this 21st day of December, 2010. Aide Castro Chair /Mayor ATTEST: Maria Quinonez Secretary/City Clerk Roger L. Haley Executive Director /City Manager APPROVED AS TO FORM: Fred Galante Agency Counsel /City Attorney APPROVED AS TO CONTENT: Sarah Magana Withers Director of Redevelopment 3 DISPOSITION AND DEVELOPMENT AGREEMENT Between and Among LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic WJ J.B. DEVELOPMENT GROUP, LLC, a California limited liability company (Muriel Drive and Thorson Avenue, City of Lynwood) DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AGREEMENT ( "Agreement ") is entered into as of the date executed by the Agency, between and among the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic ( "Agency "), and J.B. DEVELOPMENT GROUP, LLC, a California limited liability company ( "Developer "). The parties agree as follows: 1. ( §100) PURPOSE OF THE AGREEMENT A. ( §101) Purpose of the Agreement This Agreement and the Attachments hereto are intended to benefit the Redevelopment Plan for Lynwood Redevelopment Project Area A ( "Redevelopment Project Area ") by providing for the disposition and development of certain real property designated herein as the "Site" and the development of the "Project" thereon (as those terms are defined herein). The development of the Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City of Lynwood ( "City ") and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. On May 6, 2008, following a competitive Request for Proposals process, Agency evaluated the proposers and selected Developer to develop the Project. Although the Agency intended to create an affordable housing development by assisting with the development moderate income of owner- occupied dwelling units at the Site, the parties have discovered that the site is not suitable for development of such assisted units in an economic manner. In fact, none of the responses to the Request for Proposals offered a development project that would make sensible, economic and efficient use of the Agency's limited low and moderate income fund. Moreover, the severe economic recession facing the nation and resulting downward pressure on real estate prices in Southern California, and Lynwood in particular, have created a disincentive to restricted - income families from accepting long -term covenants where market -rate housing can be secured for substantially similar pricing. As such, the Agency does not anticipate that further investment of low and moderate income housing funds at this Site would be prudent and in the community's best interests. Additionally, the Site has remained vacant, underutilized and saddled with housing foundations and related infrastructure installed by a former prospective developer of the Site, which improvements have proved unlikely to be useable. This will require additional investment to make the development of housing feasible and convert the underutilized and thus blighted Site a successful housing development. The Agency, therefore, wishes to sell the Site, located between Muriel Drive and Thorson Avenue, immediately south of the I -105 Freeway in the City (APN: 6174 - 008 -901), at its appraised fair market value and have Developer construct market rate housing to increase the community's supply of such housing. The residential units that comprise the Project will contain 01095/0013/68828.5 appropriate covenants addressing requirements under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000, et sect.) and the Redevelopment Plan. II. ( §200) DEFINITIONS The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: A. ( §201) Buyer/Renter The term `Buyer/Renter" shall mean each person or persons who purchase a Single Family Unit or each renter or renters who rent each unit of the Multi- Family Residential Complex developed and maintained on the Site. B. 0202) Agency The term "Agency" shall mean the Lynwood Redevelopment Agency. C. ( §203) Agreement The term "Agreement' shall mean this entire Disposition and Development Agreement, including all attachments, which attachments are a part hereof and incorporated herein in their entirety, and all other documents incorporated herein by reference. D. ( §204) CE A. The term "CEQA" shall mean California Environmental Quality Act. The Project involves the construction of an in -fill development project, which is an activity that is Categorically Exempt from CEQA, pursuant to Section 15332 of the CEQA Guidelines. E. ( §205) City The term "City" shall mean the City of Lynwood, California. F. ( §206) Closing The term "Closing" or "Closing Date" shall mean the closing of the Escrow by the Escrow Agent distributing the funds and documents received through Escrow to the party entitled thereto as provided herein and further set forth at Section 403, which closing shall occur on or before the date established at Section 403 and in the Schedule of Performance. G. ( §207) Days The term "days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified. H. ( §210) Deed. 2 Muriel/Thorson DDA 01095/0013/68828.5 The term "Deed" or "Grant Deed" shall mean that Grant Deed in substantially the form attached hereto as Attachment No. 6 by which Agency as Grantor will convey fee title to the Site to Developer as Grantee. I. (§ 209) Deposit The term "Deposit' shall have the meaning set forth in Section 514 herein. 1 ( §210) Effective Date The Effective Date of this Agreement shall occur after public hearing and approval hereof by the Agency and shall mean the date this Agreement is executed on behalf of the Agency. K. ( §211) Enforced Delay The term "Enforced Delay" shall mean any delay described in Section 803 caused without fault and beyond the reasonable control of a party, which delay shall justify an extension of time to perform as provided in Section 803. L. 0212) Escrow The term "Escrow" shall mean the escrow established pursuant to this Agreement for the conveyance of title to the Site from Agency to Developer. M. ( §213) Escrow Agent The term "Escrow Agent' shall mean Lawyers Title Insurance Corporation, 801 S. Figueroa Street, Suite 870, Los Angeles, CA, 90017, with the escrow officer being Cheryl Greer who may be contacted at phone (213) 330 -3080, fax 213- 330 -2315. N. ( §214) Foundations The term "Foundations" shall have the meaning set forth in Section B.3 of the Scope of Development, Attachment No. 4. O. 0215) Multi - Family Residential Complex The term "Multi- Family Residential Complex" shall mean the multi - family complex containing between 16 and 17 residential units be developed and maintained on the Site, as further described in the Scope of Development. P. 0216) Project The term "Project' shall mean all of the improvements required to be constructed by Developer on the Site and each parcel thereof pursuant to this Agreement, including, but not limited to, the construction of buildings, glass and concrete work, landscaping, construction of parking areas, and related improvements. The overall Project is more particularly described in the Scope of Development attached hereto as Attachment No. 4. Upon completion, the Project, 3 Muriel/Thorson DDA :e1619MU117f:R.YI:YF:I.7 at Developer's option, but subject to securing land use approvals from City, will consist of either (i) 6 or 7 Single Family Units, or (ii) a Multi- Family Residential Complex containing 16 or 17 separate residential units. The Residential Units will share a private driveway with outlets to Muriel Drive and Thorson Avenue. Q. ( §217) Purchase Price The term "Purchase Price" shall mean that amount agreed upon by the parties as the price to be paid by Developer to Agency for the purchase of the Site, which Purchase Price shall be the amount of Two Hundred Thirty Thousand Dollars ($230,000.00). The Purchase Price shall be payable before the Close of Escrow in accordance with Section 404 below R. ( §218) Redevelopment Plan The term "Redevelopment Plan" shall mean the Redevelopment Plan for Redevelopment Project Area A in the City of Lynwood, as adopted by Ordinance No. 945 of the City Council on July 10, 1973, as such Redevelopment Plan has been amended from time to time. Agency hereby warrants and represents that the Redevelopment Plan was validly adopted and is in full force and effect, that the applicable limitations period for challenging the validity of the Redevelopment Plan has expired and that the Project is in accordance with and permissible under the Redevelopment Plan. A copy of the Redevelopment Plan is on file in the office of the City Clerk of the City, located at 11330 Bullis Road, Lynwood, California 90262. The Redevelopment Plan is incorporated herein by reference and made a part hereof as though fully set forth herein. S. ( §219) Redevelopment Project Area The term "Redevelopment Project Area" shall mean the Redevelopment Project Area A and, located in the City of Lynwood, California. The exact boundary of the Redevelopment Project Area is specifically described in the Redevelopment Plan. T. ( §220) Regulatory Agreement The term "Regulatory Agreement" shall mean that Regulatory Agreement attached hereto as Attachment No. 7, running with the land and providing for the proper maintenance of common facilities and improvements and the management and use of the Project, which also sets forth the limitations on occupancy, residency or use of the Residential Units. U. ( §221) Release of Construction Covenants The term "Release of Construction Covenants" shall mean that document prepared in accordance with Section 513 of this Agreement, in the form attached as Attachment No. 5, which shall evidence that the construction and development of the improvements required by this Agreement have been satisfactorily completed. V. 0222) Residential Units 9 MurielfFhorson DDA 01095/0013/68828.5 The term "Residential Units" shall mean each dwelling unit of either the Single - Family Units or Multi - Family Residential Complex developed on the Site. W. ( §223) Schedule of Performance The term "Schedule of Performance" shall mean that certain Schedule of Performance attached hereto as Attachment No. 3. X. ( §224) Scope of Development The term "Scope of Development" shall mean that certain Scope of Development attached hereto as Attachment No. 4. Y. (§ 225) Single Family Units The term "Single Family Units" shall mean the 6 or 7 new 2 -story single - family detached homes containing 3 bedrooms, 2 bathrooms and two car garages to be developed and maintained on the Site, as further described in the Scope of Development. Z. (§ 226) Site. The term "Site" shall mean the parcel of land owned by the Agency, which consists of approximately 41,470 gross square feet of real property and which shall be transferred to Developer pursuant to this Agreement to allow Developer to construct the Project. The Site is legally described on Attachment No. 2. AA. 0227) Site Map The Project shall be located upon the Site, which is within the City, as shown in the "Site Map" attached hereto as Attachment No. 1. BB. ( §228) Title. The term "Title" shall mean the fee title to the Site which shall be conveyed to Developer pursuant to the Deed. CC. ( §229) Title Company The term "Title Company" shall mean Lawyers Title Insurance Corporation, 801 S. Figueroa Street, Suite 870, Los Angeles, CA, 90017, with the title officer being Diane Greer who may be contacted at (213) 330 -2330. I11. ( §300) PARTIES TO THE AGREEMENT A. 0301) Agency Agency is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000, et seq.). The office of Agency is located at 5 Muriel/Thorson DDA 01095/0013/68828 5 11330 Bullis Road, Lynwood, California 90262. The term "Agency," as used in this Agreement, includes the Lynwood Redevelopment Agency and any assignee of, or successor to, its rights, powers and responsibilities. B. ( §302) Developer 1. Identification Developer is J.B. DEVELOPMENT GROUP, LLC, a California limited liability company, or its transferee as described in Section 303.3. The principal office of Developer for the purposes of this Agreement is located at 8116 Eastern Avenue, Bell Gardens, CA 90201. Developer warrants and represents to Agency that Developer will be qualified to do business in good standing under the laws of the State of California and has all requisite power and authority to carry out Developer's business as now and whenever conducted and to enter into and perform Developer's obligations under this Agreement. 2. Successors and Assigns Except as may be expressly provided herein below, all of the terms, covenants and conditions of this Agreement shall be binding on, and shall inure to the benefit of, Developer and the permitted successors, assigns and nominees of Developer as to each portion of the Site. Wherever the term "Developer" is used herein, such term shall include any permitted successors and assigns of Developer as herein provided. 3. Qualifications The qualifications and identity of Developer are of particular concern to the Agency, and it is because of such qualifications and identity that Agency has entered into this Agreement with Developer. The Agency has considered the experience, financial capability, and product being marketed by Developer, the Site location and characteristics, the public costs of acquiring and developing the Site and return on investment, and the product mix necessary to produce a Project. Based upon these considerations, the Agency has imposed those restrictions on transfer set forth in this Agreement. C. ( §303) Restrictions on Transfer 1. Transfer Defined As used in this section, the term "Transfer" shall include any assignment, hypothecation, mortgage, pledge, conveyance, or encumbrance of this Agreement, the Site, or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than twenty -five percent (25 %) of the present ownership and/or control of Developer in the aggregate, taking all Transfers into account on a cumulative basis, except transfers of such ownership or control interest between members of the same immediate family, or Transfers to a trust, testamentary or otherwise, in which the beneficiaries are limited to members of the Transferor's immediate family. In the event Developer or its successor is a corporation or trust, such Transfer shall refer to the Transfer of the issued and outstanding capital stock of Developer, or of beneficial interests of such trust. In the event that Developer is a limited or general partnership, such Transfer shall refer to the Transfer of more than twenty -five percent (25 %) of the limited or general partnership interest. In the event that Developer is a joint venture, such Transfer shall refer to the Transfer of more than twenty -five percent (25 %) of the ownership and/or control of any such joint venture partner, taking all Transfers into account on a cumulative basis. Z Muriel/Thorson DDA 01095/0013/68828.5 2. Restrictions Prior to Completion Prior to issuance of the Release of Construction Covenants, Developer shall not Transfer this Agreement or any of Developer's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of Agency, which shall not be unreasonably withheld, conditioned or delayed, and if so purported to be Transferred, the same shall be null and void. In considering whether it will grant approval to any Transfer by Developer of its interest in the Site before the issuance of the Release of Construction Covenants, which Transfer requires Agency approval, Agency shall consider factors such as (i) whether the completion or implementation of the Project is jeopardized; (ii) the financial strength and capability of the proposed assignee to perform Developer's obligations hereunder; and (iii) the proposed assignee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects. In the absence of specific written agreement by Agency, prior to the issuance of a Release of Construction Covenants, no Transfer by Developer of all or any portion of its interest in the Site or this Agreement (including without limitation an assignment or transfer not requiring Agency approval hereunder) shall be deemed to relieve it or any successor party from any obligations under this Agreement with respect to the completion of the development of the Project with respect to that portion of the Site which is so transferred. In addition, no attempted assignment of any of Developer's obligations hereunder shall be effective unless and until the successor party executes and delivers to Agency an assumption agreement, in a form approved by the Agency, assuming such obligations. 3. Exceptions The foregoing prohibition shall not apply to any of the following: a. Any mortgage, deed of trust, or other form of conveyance for financing, as provided in Section 512, but Developer shall notify Agency in advance of any such mortgage, deed of trust, or other form of conveyance for financing pertaining to the Site. b. Any mortgage, deed of trust, or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (a) above, provided that the amount of indebtedness incurred in the restructuring or refinancing does not exceed the outstanding balance on the debt incurred to finance the acquisition of and improvements on the Site, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. C. The granting of easements to any appropriate governmental agency or utility or permits to facilitate the development of the Site. d. A sale or Transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires 7 Muriel /Thorson DDA 01095/0013/68828.5 the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. e. A sale or Transfer of 49% or more of ownership or control interest between members of the same immediate family, or Transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of immediate family members of the Trustor or Transfers to a corporation or partnership in which the immediate family members or share Agency's of the Transferor have a controlling majority interest of 51% or more. 4. Restrictions After Completion It is hereby acknowledged by Developer and Agency that the Site is being conveyed to the Developer at market value. As such, subsequent to the issuance of the Release of Construction Covenants, Developer may sell, Transfer, convey, hypothecate, assign or lease all or any portion of its interest in the Site, subject only to the Transfer restrictions contained within the Deed or the Regulatory Agreement, as applicable. IV. ( §400) ACQUISITION AND DISPOSITION OF THE SITE A. ( §401) Purchase Price Developer shall acquire the Site from Agency for the Purchase Price of Two Hundred Thirty Thousand and 00 /100 Dollars ($230,000.00), which represents the fair market value of the Property, based on the April 19, 2010 appraisal prepared by Fred D. Campagna & Associates, Developer shall pay the Purchase Price in the manner set forth in Section 405.4 herein. B. (§ 402) Conveyance of the Site In accordance with and subject to all of the terms, covenants and conditions of this Agreement, Agency agrees to convey the Site to Developer subject to the terms of the Regulatory Agreement and Developer agrees to accept and develop the Site with the Project as described in the Scope of Development with the permissible uses as further described in Section 600. C. ( §403) Escrow Escrow shall be opened within the time period specified in the Schedule of Performance. This Agreement shall constitute the joint escrow instructions of Agency and Developer for the Site, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of Escrow. Escrow Agent is empowered to act under these instructions. Agency and Developer shall promptly prepare, execute, and deliver to the Escrow Agent such additional escrow instructions consistent with the terms herein as shall be reasonably necessary. No provision of any additional escrow instructions shall modify this document without specific written approval of the modifications by both Developer and Agency. Escrow shall close on or before January 24, 2010 being approximately 30 days following Agency's approval of this Agreement ( "Closing Date "), unless extended or reduced by mutual written agreement. The terms "Close of Escrow" or "Closing" are used herein to mean 3 Muriel/Thorson DDA 0109510013/68828 5 the time the Grant Deed (as hereinafter defined) is recorded in the Office of the County Recorder of Los Angeles County, California. Subject to other provisions of this Agreement, the parties will endeavor to close before the Closing Date. D. ( §404) Conditions to Close of Escrow for Acquisition 1. Developer's Conditions to Closing Developer's obligation to acquire the Site and to close Escrow hereunder, shall, in addition to any other conditions set forth herein in favor of Developer, be conditional and contingent upon the satisfaction, or waiver by Developer, of each and all of the following conditions (collectively, "Developer's Conditions to Closing ") within the time provided in the Schedule of Performance: a. Title shall be conveyed subject only to conditions and exceptions recited in the Deed and the Regulatory Agreement. b. Agency shall have deposited into escrow a certificate ( "FIRPTA Certificate ") in such form as may be required by the Internal Revenue service pursuant to Section 1445 of the Internal Revenue Code. C. Developer shall have obtained evidence of financing commitments for the development of the Site in accordance with 407.1 — 407.4, and Agency shall have approved such commitments. d. Agency shall have deposited into escrow the executed Grant Deed. e. Developer shall have obtained from the City all required approvals and permits, including site plan review, conditional use, subdivision, building, grading, landscaping, and others for development of the Site as the Project. Any waiver of the foregoing conditions must be express and in writing. In the event that the foregoing conditions have not been satisfied within the time provided therefor in the Schedule of Performance, either party may terminate this Agreement by delivering a written notice in accordance with Section 410. 2. Agency's Conditions to Closing Agency's obligation to sell the Site and to close escrow hereunder, shall, in addition to any other conditions set forth herein in favor of Agency, be conditional and contingent upon the satisfaction, or waiver by Agency, of each and all of the following conditions (collectively, "Agency's Conditions to Closing ") within the time provided in the Schedule of Performance: a. Developer shall have deposited into escrow the amount of $220,000 representing the balance of the Purchase Price. b. Developer shall have obtained evidence of financing commitments for the acquisition and development of the Site in accordance with Sections 407.1 — 407.4, and Agency shall have approved such commitments. 0 MurieUThorson DDA 01095/0013/68828.5 C. Developer shall have secured approval by Agency's Executive Director of the Developer's conceptual plans and drawings for all improvements to be constructed on the Site, subject to Developer securing appropriate entitlements therefore including site plan review, conditional use, building, grading, landscaping and other plans and drawings, as provided in Section 502. d. Developer shall not have made or attempted to make a Transfer in violation of Section 303, provided that Agency shall give notice of any violation of Section 303 and afford Developer the opportunity to cure the violation. C. Developer shall have deposited into escrow the executed Regulatory Agreement. f. Developer shall have deposited into escrow the Deposit. g. Developer shall have deposited into escrow all the documents required under Section 405.4. Any waiver of the foregoing conditions must be express and in writing. In the event that Developer fails to satisfy Agency's foregoing conditions or defaults in the performance of its obligations hereunder, Agency may terminate this Escrow. 3. Both Parties' Conditions to Closing Prior to the Closing Date, Developer and Agency shall execute and deliver a certificate ( "Taxpayer ID Certificate ") in such form as may be required by the IRS pursuant to Section 6045 of the Internal Revenue Code, or the regulations issued pursuant thereto, certifying as to the description of the Site, date of closing, gross price, and taxpayer identification number for Developer and Agency. Prior to the Closing, Developer and Agency shall cause to be delivered to the Escrow Agent such other items, instruments and documents, and the parties shall take such further actions, as may be necessary or desirable in order to complete the Closing. At the Closing neither party shall be in breach of its obligations hereunder. E. ( §405) Conveyance of the Site to Developer 1. Time for Conveyance Escrow shall close after satisfaction of all conditions to close of Escrow, but not later than the date specified in the Schedule of Performance, unless extended by the mutual agreement of the parties or any Enforced Delay. Possession of the Site shall be delivered to Developer concurrently with the conveyance of title. 2. Escrow Agent to Advise of Costs On or before the date set in the Schedule of Performance, the Escrow Agent shall advise the Agency and the Developer in writing of the fees, charges, and costs necessary to clear title and close Escrow, and of any documents which have not been provided by said party and which must be deposited in Escrow to permit timely Closing. 3. Deposits By Agency Prior to Closing On or before, but not later than 1:00 p.m. of the date set in the Schedule of Performance, Agency shall execute, acknowledge and deposit into escrow (i) the Grant Deed; (ii) an estoppel certificate certifying 10 Murielfrhorson DDA 01095/0013/68828.5 that Developer has completed all acts, other than as specified, necessary for conveyance, if such be the fact; and (iii) payment to Escrow Agent of Agency's share of costs as determined by the Escrow Agent pursuant to Section 409 4. Deposits By Developer Prior to Closin>? On or before, but not later than 1:00 p.m. of the date set in the Schedule of Performance, Developer shall execute and acknowledge as may be required and deposit into escrow: (i) the $220,000 balance of the Purchase Price; (ii) the Regulatory Agreement; (iii) an estoppel certificate certifying that Agency has completed all acts, other than as specified, necessary to conveyance, if such be the fact; and (iv) payment to Escrow Agent of Developer's share of costs as determined by the Escrow Agent pursuant to Section 409. 5. Recordation and Disbursement of Funds Upon the completion by the Agency and Developer of the deliveries and actions specified in these escrow instructions precedent to Closing, the Escrow Agent shall be authorized to buy, affix and cancel any documentary stamps and pay any transfer tax and recording fees, if required by law, and thereafter cause to be recorded in the appropriate records of Los Angeles County, California, the Deed, the Regulatory Agreement and any other appropriate instruments delivered through this escrow, if necessary or proper to, and provided that the fee title interest can vest in Developer in accordance with the terms and provisions herein. Concurrent with recordation, Escrow Agent shall deliver the Title Policy to Developer insuring title and conforming to the requirements of Section 406. Following recordation, the Escrow Agent shall deliver copies of said instruments to Developer and Agency. F. ( §406) Title Matters 1. Condition of Title Agency shall convey to Developer fee interest in the entire Site, subject only to: (i) the Redevelopment Plan, this Agreement, conditions in the Deed and the Regulatory Agreement; (ii) current taxes, a lien not yet payable; (iii) quasi - public utility, public alley and public 'street easements of record approved by Developer, which approval shall not be unreasonably withheld; and (iv) covenants, conditions and restrictions, reciprocal easements, and other encumbrances and title exceptions approved by Developer under this Section. Agency shall convey title pursuant to the Deed in the form set forth in Attachment No. 6 hereto. 2. Agency Not to Encumber Site Agency hereby warrants to Developer that it has not and will not, from the Effective Date of this Agreement through close of Escrow, transfer, sell, hypothecate, pledge, or otherwise encumber the Site without express written permission of Developer. 3. Approval of Title Exceptions Prior to the date in the Schedule of Performance, Agency shall deliver a preliminary title report for the Site, dated no earlier than the date of this Agreement to Developer including copies of all documents referenced therein. Prior to the date in the Schedule of Performance, Developer shall deliver to Agency written notice, with a copy to Escrow Agent, specifying in detail any exception disapproved and the reason therefor. Prior to the date in the Schedule of Performance, Agency shall deliver written notice to Developer as to whether Agency will or will not cure the disapproved exceptions. If Agency 11 Muriel/Thorson DDA 01095/0013/68828.5 elects not to cure the disapproved exceptions, Developer may terminate this Agreement without any liability of Agency to Developer, or Developer may withdraw its earlier disapproval. If Agency elects to cure the disapproved exceptions, Agency shall do so on or before the close of Escrow. 4. Title Policy At the close of escrow, Escrow Agent shall furnish Developer with an ALTA Policy of Title Insurance ( "Title Policy ") for the Developer's interest in the Site, wherein the Title Company shall insure that title to the Site shall be vested in Developer, containing no exception to such title which has not been approved or waived by Developer in accordance with this Section. The Title Policy shall include any available additional title insurance, extended coverage or endorsements that Developer has reasonably requested. The Agency shall pay only for that portion of the title insurance premium attributable to the standard coverage. Developer shall pay for the premium for any additional title insurance, extended coverage or special endorsements. G. ( §407) Evidence of Financial Capability Within the time set forth in the Schedule of Performance, Developer shall submit to Agency's Executive Director for approval evidence reasonably satisfactory to the Executive Director that Developer has the financial capability necessary for the acquisition of the Site and development of the Project thereon pursuant to this Agreement. Such evidence of financial capability shall include all of the following: 1. Reliable cost estimates for Developer's total cost of developing the Project (including both "hard" and "soft" costs). 2. A complete copy of the construction loan commitment obtained by Developer to finance the development of the Project, which complies with the restrictions of Subsection 5.12.2, or such other documentation reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and committed to finance the development of the Project. 3. A financial statement and/or other documentation reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and/or committed to cover the difference between the development costs of the Project (subparagraph (1) above) and the proceeds of the construction loan commitment (subparagraph (2) above). 4. If applicable, a copy of the proposed contract between Developer and its general contractor for all of the improvements required to be constructed by Developer hereunder, certified by Developer to be a true and correct copy thereof. The Executive Director shall also have the right to review and approve any revisions that are made to the proposed contract after its approval by the Executive Director. Developer covenants and agrees to take all action, famish all information, give all consents and pay all sums reasonably required to keep the construction loan commitment in full force and effect and shall comply in all material aspects with all conditions thereof, and shall 12 Mariel/Thorson DDA 01095/0013/68828.5 promptly execute, acknowledge and deliver all applications, credit applications and data, financial statements, and documents in connection therewith. H. ( §408) Condition of Site 1. Site Assessment and Remediation Developer, at its sole cost and responsibility, may investigate the Site to assess its environmental condition. 2. Disclaimer of Warranties Upon the Close of Escrow, Developer shall acquire the Site in its "AS -IS" condition and shall be responsible for any defects in the Site, whether patent or latent, including, without limitation, the physical, and geotechnical condition of the Site. Agency makes no representation or warranty concerning the physical, geotechnical or other condition of the Site, the suitability of the Site for the Project, or the present use of the Site and specifically disclaims all representations or warranties of any nature concerning the Site made by Agency or the City and their employees, agents and representatives. The foregoing disclaimer includes, without limitation, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, the purpose for which the Site is suited, or drainage. Moreover, Agency makes no representation or warranty concerning the compaction of soil upon the Site, nor of the suitability of the soil for construction. 3. Right to Enter Site, Indemnification Developer shall have the right to enter upon the Site to conduct soils, engineering, or other tests and studies, to perform preliminary work or Site investigation or for any other purposes to carry out the terms of this Agreement. Developer shall indemnify, defend and hold Agency harmless from and against any claims, injuries or damages arising out of or involving any such entry or activity as provided in Section 505. Any such activity shall be undertaken only after securing any necessary permits from the appropriate governmental agencies and providing Agency with certificates of insurance evidencing the coverages required in Section 506. 4. Hazardous Materials Developer understands and agrees that in the event Developer incurs any loss or liability concerning Hazardous Materials (as hereinafter defined) and/or oil wells and /or underground storage tanks and/or pipelines whether attributable to events occurring prior to or following the Closing, then Developer may look to current or prior owners of the Site, but under no circumstances shall Developer look to Agency or City for any liability or indemnification regarding Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines. Developer, and each of the entities constituting Developer, if any, from and after the Closing, hereby waives, releases, remises, acquits and forever discharges Agency and City, their directors, officers, employees, and agents, and their respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses which concern or in any way relate to the physical or environmental conditions of the Site, the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Agency and City, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind 13 Muriel/Thorson DDA 01095/0013/68828.5 of Developer, its successors, assigns or any affiliated entity of Developer, against the Agency or City, arising by virtue of the physical or environmental condition of the Site, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties; provided, however, that no parties other than the Indemnified Parties (defined below) shall be deemed third party beneficiaries of such release. In connection therewith, Developer and each of the entities constituting Developer, expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor " DEVELOPER'S INITIALS: AGENCY'S INITIALS: Developer and each of the entities constituting Developer, shall, from and after the Closing, defend, indemnify and hold harmless Agency and City and their officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties ") from and against any and all Environmental Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Site whether before or after the Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever, in, on or under the Site occurring at any time whether before or after the Closing, including, but not limited to, all foreseeable and unforeseeable damages, fees, costs, losses and expenses, including any and all attorneys' fees and environmental consultant fees and investigation costs and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. For purposes of this Section 408, the following terms shall have the following meanings: a. "Environmental Claim" means any claim for personal injury, death and/or property damage made, asserted or prosecuted by or on behalf of any third party, including, without limitation, any governmental entity, relating to the Site or its operations and arising or alleged to arise under any Environmental Law. b. "Environmental Cleanup Liability" means any cost or expense of any nature whatsoever incurred to contain, remove, remedy, clean up, or abate any contamination or any Hazardous Materials on or under all or any part of the Site, including the ground water thereunder, including, without limitation, (A) any direct costs or expenses for investigation, study, assessment, legal representation, cost recovery by governmental agencies, or ongoing monitoring in connection therewith and (B) any cost, expense, loss or damage incurred with respect to the Site or its operation as a result of 14 Muriel/Thorson DDA III Uli7LIDi 61C.1:�:Yi:#.7 actions or measures necessary to implement or effectuate any such containment, removal, remediation, treatment, cleanup or abatement. C. "Environmental Compliance Cost" means any cost or expense of any nature whatsoever necessary to enable the Site to comply with all applicable Environmental Laws in effect. "Environmental Compliance Cost' shall include all costs necessary to demonstrate that the Site is capable of such compliance. d. "Environmental Law" means any federal, state or local statute, ordinance, rule, regulation, order, consent decree, judgment or common -law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to (A) pollution or protection of the environment, including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other products, raw materials, chemicals or other substances, (C) protection of the public health or welfare from the effects of by- products, wastes, emissions, discharges or releases of chemical sub - stances from industrial or commercial activities, or (D) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal. e. "Hazardous Material' is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. The term "Hazardous Material' includes, without limitation, any material or substance which is: (A) petroleum or oil or gas or any direct or derivate product or byproduct thereof, (B) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (C) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley - Tanner Hazardous Substance Account Act); (D) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 255010) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (E) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (F) "used oil' as defined under Section 25250.1 of the California Health and Safety Code; (G) asbestos; (H) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (1) defined as waste or a hazardous substance pursuant to the Porter- Cologne Act, Section 13050 of the California Water Code; (J) designated as a "toxic pollutant' pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317; (K) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (L) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (M) defined as "Hazardous Material' pursuant to the Hazardous Materials Transportation Act, 15 MurieUThorson DDA 01095/0013/68828.5 49 U.S.C. § 5101 et seq.; or (N) defined as such or regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and /or underground storage tanks and/or pipelines, as now, or at any time here - after, in effect. Notwithstanding any other provision of this Agreement, Developer's release and indemnification as set forth in the provisions of this Section, as well as all provisions of this Section, shall survive the termination of this Agreement and shall continue in perpetuity. I. ( §409) Costs of Escrow 1. Allocation of Costs The Escrow Agent is authorized to allocate costs as follows: Agency shall pay the cost of the Title Policy as provided above while Developer shall pay premiums for any additional insurance, extended coverage or special endorsements. Agency shall pay the documentary transfer tax as well as all recording fees. Developer and Agency shall each pay one -half of all escrow and similar fees, except that if one party defaults under this Agreement, the defaulting party shall pay all Escrow fees and charges. Each party shall pay its own attorneys' fees. 2. Proration and Adiustments Ad valorem taxes and assessments on the Site and insurance for the current year shall be prorated by the Escrow Agent as of the date of Closing with the Agency responsible for those levied, assessed or imposed prior to Closing and the Developer responsible for those after Closing. If the actual taxes are not known at the date of Closing, the proration shall be based upon the most current tax figures. When the actual taxes for the year of Closing become known, Developer and Agency shall, within thirty days thereafter, reprorate the taxes in cash between the parties. 3. Extraordinary Services of Escrow Agent It is understood that Escrow fees and charges contemplated by this Agreement incorporate only the ordinary services of the Escrow Agent as listed in these instructions. In the event that the Escrow Agent renders any service not provided for in this Agreement or that there is any assignment of any interest in the subject matter of this Escrow or that any controversy arises hereunder, or that the Escrow Agent is made a party to, or reasonably intervenes in, any litigation pertaining to this Escrow or the subject matter thereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses occasioned by such default, controversy or litigation. 4. Escrow Agent's Right to Retain Documents Escrow Agent shall have the right to retain all documents and/or other things of value at any time held by it hereunder until such compensation, fees, costs and expenses shall be paid. The undersigned hereby jointly and severally promise to pay such sums upon demand. 1 ( §410) Termination of Escrow 1. Termination Escrow may be terminated by demand of either party who then shall have fully performed its obligations hereunder required to be performed by the date of such demand if: 16 Muriel/Thorson DDA 0109510013168828.5 a. The Conditions to Closing have not occurred or have not been approved, disapproved, or waived as the case may be, by the approving party by the date established herein for the occurrence of such Condition, including any grace period pursuant to this Section; or b. Either party is in breach of the terms and conditions of this Agreement; or C. Either party has been granted such right expressly in this Agreement. In the event of the foregoing, the terminating party may, in writing, demand return of its money, papers, or documents from the Escrow Agent and shall deliver a copy of such demand to the non - terminating party. No demand shall be recognized by the Escrow Agent until fifteen (15) days after the Escrow Agent shall have mailed copies of such demand to the non- terminating party, and if no objections are raised in writing to the terminating party and the Escrow Agent by the non- terminating party within the fifteen (15) day period. In the event of such objections, the opportunity to cure shall be provided as stated below in subsection 2 of this Section. In addition, the Escrow Agent is authorized to hold all money, papers, and documents until instructed in writing by both Developer and Agency or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible and neither party shall have any further liability to the other. 2. Opportunity to Cure Prior to Closing, in the event any of the Conditions to Closing are not satisfied or waived by the party with the power to approve said Conditions ( "approving party "), then such party shall explain in writing to the other party ( "nonapproving party ") the reason for the disapproval. Thereafter, the nonapproving party shall have an additional thirty (30) days to satisfy any such Condition to Closing, and only if such Conditions still cannot be satisfied may the approving party terminate the Escrow. hi the event Escrow is not in a condition to close because of a default by any party, and the performing party has made demand as stated in Subsection 1 of this Section, then upon the non - performing party's delivering its objection to Escrow Agent and the performing party within the above thirty (30) day period, the non - performing party shall have the right to cure the default in accordance with and in the time provided in Section 701. 3. Other Duties upon Termination Upon termination of Escrow pursuant to this Section for any reason, the Parties shall have the following duties and obligations in addition to any others described above: a. All plans, drawings, specifications, reports, and other documents prepared by Developer or Developer's contractors or vendors shall become the property of the Agency and shall be delivered to Agency by Developer within ten (10) days of receipt of notice from Agency; provided that (i) Agency shall reimburse Developer for the cost of preparing such plans, drawings, specifications, reports, and other documents prepared by Developer's contractors or vendors (ii) all necessary third party consents have been obtained, and (iii) such plans, drawings, specifications, reports, 17 Muriel/Thorson DDA 01095/0013/68828.5 and other documents prepared by Developer's contractors or vendors shall be delivered without any representation or warranty of Developer. b In the event such termination is due to the default of Developer, Agency shall be entitled to terminate this Agreement and to keep the Deposit as a remedy for such default as Agency's sole and exclusive remedy. The parties hereby agree that if Buyer defaults under this Agreement, then Seller shall be entitled to recover from Buyer $10,000, the amount of the Deposit, as liquidated damages or compensation, as the case may be, under this Agreement and that such recovery of the Deposit shall be the sole and exclusive remedy of or compensation to Agency, as the case may be, as a result of the Buyer's default under this Agreement. Buyer's Initials Seller's Initials d. In the event that the Site has been conveyed to Developer prior to such termination, the Site shall be reconveyed to Agency within thirty (30) days following such termination. Developer agrees to execute any documents and take all actions necessary to accomplish the reconveyance. K. ( §411) Responsibility of Escrow Agent 1. Deposit of Funds In accordance with Section 404, all funds received in Escrow shall be deposited by the Escrow Agent in a special interest - bearing escrow account with any state or national bank doing business in the State of California and may not be combined with other escrow funds of Escrow Agent or transferred to any other general escrow account or accounts. 2. Notices All communications from the Escrow Agent shall be directed to the addresses and in the manner provided in Section 801 of this Agreement for notices, demands and communications between Agency and Developer. 3. Sufficiency of Documents The Escrow Agent is not to be concerned with the sufficiency, validity, correctness of form, or content of any document prepared outside of Escrow and delivered to Escrow. The sole duty of the Escrow Agent is to accept such documents and follow Developer's and Agency's instructions for their use. 4. Exculpation of Escrow Agent The Escrow Agent shall in no case or event be liable for the failure of any of the Conditions to Closing of this Escrow, or for forgeries or false impersonation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Agent. 5. Responsibilities in the Event of Controversies If any controversy documented in writing arises between Developer and Agency or with any third party with respect to the subject matter of this Escrow or its terms or conditions, the Escrow Agent shall not be required to determine the same, to return any money, papers or documents, or take any action regarding the Site prior to settlement of the controversy by a final decision of a court of competent jurisdiction or written agreement of the parties to the controversy. The Escrow M MurieVrhorson DDA 01095/0013/68828.5 Agent shall be responsible for timely notifying Developer and Agency of the controversy. In the event of such a controversy, the Escrow Agent shall not be liable for interest or damage costs resulting from failure to timely close escrow or take any other action unless such controversy has been caused by the failure of the Escrow Agent to perform its responsibilities hereunder. L. ( §412) Sale of the Residential Units. Developer shall market and sell or rent each of the Residential Units for a price to be determined by Developer's in its discretion. As further described in Subsection 602.3(a) below, Developer shall conduct affirmative marketing and utilize affirmative marketing procedures consistent with the Approved Marketing Program to effectively market and sell the Residential Units to Buyers. Developer shall be solely responsible for selecting Buyers for the Residential Units. V. ( §500) DEVELOPMENT OF THE SITE. A. ( §501) Scope of Development The Project shall be developed by Developer as provided in the Scope of Development, the Regulatory Agreement, and the plans and permits approved by Agency and City pursuant to Section 502. B. ( §502) Development Plans, Final Building Plans and Environmental Review 1. Proposed Development's Consistency With Plan and Codes Agency warrants and represents that the City's General Plan, Zoning Ordinance, and Redevelopment Plan permit Developer's proposed development, and construction, operation, and use of the Site as provided in this Agreement including, without limitation, the Scope of Development, subject only to (i) approval of this Agreement pursuant to Health and Safety Code Sections 33433, and (ii) those development approvals yet to be obtained, including Site Plan Review, conditional use permit, and/or subdivision approval (if required); provided that it is expressly understood by the parties hereto that Agency makes no representations or warranties with respect to approvals required by any other governmental entity or with respect to approvals hereinafter required from City and Agency, Agency and City reserving full police power authority over the Project. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items, nor a guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions. 2. Evolution of Development Plan On or before the date set forth in the Schedule of Performance, Developer shall submit to the City preliminary, and thereafter final, drawings and specifications for development of the Site in accordance with the Scope of Development and in accordance with the City's requirements. The term preliminary and final drawings shall be deemed to include site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, signage, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications. Final drawings will be in sufficient detail to obtain a building permit. Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced IL'] Muriel/Thorson DDA 01095/0013/68828.5 hereinabove, except as such items may be amended by City (if applicable) and by mutual consent of Agency and Developer. Plans (concept, preliminary and construction) shall be progressively more detailed and will be approved if a logical evolution of plans, drawings or specifications previously approved. Plans in sufficient detail to obtain all discretionary land use approvals, including for site plan approval, conditional use permit, and other actions requiring Planning Commission approval, shall be submitted and processed concurrently for the Site. 3. Developer Best Efforts to Obtain Approvals Developer shall exercise its best efforts to timely submit all documents and information necessary to obtain all development and building approvals from the City in a timely manner. Not by way of limitation of the foregoing, in developing and constructing the Project, Developer shall comply with all applicable development standards in City's Municipal Code and shall comply with all building code, landscaping, signage, and parking requirements, except as may be permitted through approved variances and modifications. 4. Agency Assistance Subject to Developer's compliance with (i) the applicable City and Agency development standards for the Site, and (ii) all applicable laws and regulations governing such matters as public hearings, site plan review and environmental review, Agency agrees to provide reasonable assistance to Developer, at no cost to Agency, in the processing of Developer's submittals required under this Section. City or Agency's failure to provide necessary approvals or permits within such time periods, after and despite Developer's reasonable efforts to submit the documents and information necessary to obtain the same, shall constitute an Enforced Delay. 5. Disapproval The Agency shall approve or disapprove any submittal made by Developer pursuant to this Section within sixty (60) days after such submittal. All submittals made by Developer will note the 60 -day time limit, and specifically reference this Agreement and this Section. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests be made. Developer shall make the required changes and revisions and resubmit for approval as soon as is reasonably practicable but no more than thirty (30) days after the date of disapproval. Thereafter, Agency shall have an additional thirty (30) days for review of the resubmittal, but if the Agency disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been obtained. The foregoing time periods may be shortened if so specified in the Schedule of Performance. 6. CE A. The Agency shall be the lead agency in the environmental review process for the Project as required by the California Environmental Quality Act. Developer specifically acknowledges and agrees that the Developer shall satisfy all conditions necessary to ensure that the Project conforms to all applicable CEQA requirements. Developer also agrees to supply information and otherwise assist Agency, upon Agency's request, to determine the environmental impact of the proposed development and to allow Agency to prepare and process such environmental documents needed for the development pursuant to the requirements of CEQA. C. ( §503) Developer Responsibilities During Construction 20 MurieVfhorson DDA 01095/0013/68828.5 The cost of constructing all of the improvements required to be constructed for the Project shall be borne by Developer. No financial assistance is being provided by Agency to Developer for the development of the Project. As such, the parties do not believe that the Project would be considered to be a "public work" "paid for in whole or in part out of public funds," as described in California Labor Code Section 1720. Notwithstanding the foregoing, to the extent that (contrary to the parties' intent) Developer is required to or is determined to be responsible to pay prevailing wages for the Project, Developer shall defend and hold the Agency and the City harmless from and against any all increase in construction costs, or other liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of any action or determination that any portion of the Project is subject to payment of prevailing wages. In addition, in developing the Site, Developer shall water the ground as reasonably required by Agency, and take such other actions as Agency shall reasonably require to minimize the impact of construction and airborne debris on nearby property. D. ( §504) Schedule of Performance; Progress Reports Subject to Section 803, Developer shall begin and complete all plans, reviews, construction and development specified in the Scope of Development within the times specified in the Schedule of Performance or such reasonable extensions of said dates as may be mutually approved in writing by the parties. Once construction is commenced, it shall be diligently pursued to completion, and shall not be abandoned for more than thirty (30) consecutive days, except when due to an Enforced Delay. Developer shall keep the Agency informed of the progress of construction and shall submit monthly written reports of the progress of the construction to the Agency in the form required by the Agency. E. ( §505) Indemnification During Construction During the periods of construction on the Site and until such time as the Agency has issued a Release of Construction Covenants with respect to the construction of the improvements thereon, the Developer agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of the Developer or its agents, servants, employees, or contractors. The Developer shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of the Agency or the City, or their respective agents, servants, employees, or contractors. The Agency and City shall not be responsible for any acts, errors, or omissions of any person or entity except the Agency and the City and their respective agents, servants, employees, or contractors, subject to any and all statutory and other immunities. The provisions of this Section shall survive the termination of this Agreement. F. ( §506) Insurance 21 Muriel/Thorson DDA 01095/0013/68828.5 Except as provided in this Section, prior to the entry by Developer on the Site pursuant to Section 408(3) and prior to the commencement of any construction by Developer on the Project, Developer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency, during the entire term of such entry or construction, the following policies of insurance: 1. Commercial General Liability Insurance A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of TWO MILLION DOLLARS ($2,000,000.00) 2. Worker's Compensation Insurance A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Developer, Agency and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Developer in the course of carrying out the work or services contemplated in this Agreement. 3. Automobile Insurance A policy of automobile liability insurance written on a per occurrence basis in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) combined single limit per accident for bodily injury and property damage covering owned, leased, hired, and non -owned vehicles. 4. Builder's Risk Insurance A policy of "Builder's Risk" insurance covering the full replacement value of all of the improvements to be constructed by Developer pursuant to this Agreement plus Developer's personal property and equipment. Developer shall procure the builder's risk insurance policy prior to commencing construction. All of the above policies of insurance, except the Builder's Risk Insurance, shall be primary insurance and shall name Agency and City, and their officers, employees, and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Agency and City, and their officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice to Agency and City. In the event any of said policies of insurance are cancelled, Developer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. No work or services under this Agreement shall commence until the Developer has provided Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by Agency. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ( "Risk Manager ") due to unique circumstances. 22 Muriel/Thorson DDA 01095/0013/68828.5 Developer shall provide in all contracts with contractors, subcontractors, architects, and engineers that said contractor, subcontractor, architect, or engineer shall maintain the same policies of insurance required to be maintained by Developer pursuant to this Section. The Developer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Developer may be held responsible for the payment of damages to any persons or property resulting from the Developer's activities or the activities of any person or persons for which the Developer is otherwise responsible. G. ( §507) City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures, or other works of improvement upon the Site which are Developer's responsibility under the applicable Scope of Development, Developer shall at his own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency affected by such construction, development or work. Developer shall not be obligated to construct if any permit is not issued despite good faith effort by Developer. If there is delay beyond the usual time for obtaining any such permits due to no fault of Developer, the Schedule of Performance shall be extended to the extent such delay prevents any action which could not legally or would not in accordance with good business practices be expected to occur before such permit was obtained. Developer shall pay all normal and customary fees and charges applicable to such permits and any fees or charges hereafter imposed by City or Agency which are standard for and uniformly applied to similar projects in the City. H. ( §508) Rights of Access Representatives of the Agency shall have the reasonable right to access the Site without charges or fees, at any time during normal construction hours during the period of construction and upon reasonable notice to Developer, for the purpose of assuring compliance with this Agreement, including but not limited to the inspection of the construction work being performed by or on behalf of Developer. Such representatives of Agency shall be those who are so identified in writing by the Executive Director of Agency. Each such representative of Agency shall identify himself or herself at the job site office upon his or her entrance to the Site, and shall provide Developer, or the construction superintendent or similar person in charge on the Site, a reasonable opportunity to have a representative accompany him or her during the inspection. Agency shall indemnify, defend, and hold Developer harmless from any injury or property damage caused or liability arising out of Agency's exercise of this right of access. I. 0509) Applicable Laws Developer shall carry out the construction of the improvements to be constructed by Developer in conformity with all applicable laws, including all applicable federal and state labor laws. J• ( §510) Nondiscrimination During Construction Developer, for himself and his successors and assigns, agrees that in the construction of the improvements to be constructed by Developer, it shall not discriminate against any employee 23 Muriel/Thorson DDA 01095/0013168828 5 or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. K. ( §511) Taxes, Assessments, Encumbrances and Liens Developer shall pay, prior to delinquency, all real estate taxes and assessments assessed or levied subsequent to conveyance of title. Until the date Developer is entitled to the issuance by Agency of a Release of Construction Covenants, Developer shall not place or allow to be placed thereon any mortgage, trust deed, encumbrance or lien (except mechanic's liens prior to suit to foreclose the same being filed) prohibited by this Agreement. Developer shall remove or have removed any levy or attachment made on the Site, or assure the satisfaction thereof, within a reasonable time, but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit Developer from contesting the validity or amounts of any tax, assessment, encumbrance or lien, or to limit the remedies available to Developer in respect thereto. L. ( §512) Rights of Holders of Approved Security Interests in Site 1. Definitions As used in this Section, the term "mortgage" shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and lease -back, or any other form of conveyance for financing. The term "holder" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease -back, or the grantee under any other conveyance for financing. 2. No Encumbrances Except Mortgages to Finance the Project. Notwithstanding the restrictions on transfer in Section 303, mortgages required for any reasonable method of financing Developer's acquisition of the Site and development of the Project are permitted before issuance of a Release of Construction Covenants but only for the purpose of securing loans of funds used or to be used for financing Developer's direct and indirect costs for acquisition of the Site, for the construction of improvements thereon, and for any other expenditures necessary and appropriate to develop the Site under this Agreement, or for restructuring or refinancing any of same, so long as the refinancing does not exceed the sum of the then- outstanding balance of the existing financing plus any applicable loan fees or refinancing costs plus any additional amounts that may be reasonably necessary to complete development of the Project. The Developer (or any entity permitted to acquire title under this Section) shall notify the Agency in advance of any mortgage, if the Developer or such entity proposes to enter into the same before issuance of the Release of Construction Covenants. The Developer or such entity shall not enter into any such conveyance for financing without the prior written approval of the Agency as provided in Section 407. Any lender approved by the Agency pursuant to Section 407 shall not be bound by any amendment, implementation, or modification to this Agreement subsequent to its approval without such lender giving its prior written consent thereto. In any event, the Developer shall promptly notify the Agency of any mortgage, encumbrance, or lien that has been created or attached thereto prior to issuance of a Release of Construction Covenants, whether by voluntary act of the Developer or otherwise. 3. Developer's Breach Not to Defeat Mortgage Lien Developer's breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any 24 Muriel /rhorson DDA 01095/0013/68828.5 part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure, trustee's sale or otherwise. 4. Holder Not Obligated to Construct or Complete Improvements The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Site or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 5. Notice of Default to Mortgages, Deed of Trust or other Security Interest Holders Whenever Agency shall deliver any notice or demand to Developer with respect to any breach or default by Developer hereunder, Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage who has previously made a written request to Agency therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given. 6. Right to Cure Each holder (insofar as the rights of Agency are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to: a. Obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and b. Add the cost of said cure to the security interest debt and the lien or obligation on its security interest. In the event there is more than one such holder, the right to cure or remedy a breach or default of Developer under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Developer under this Section. No holder shall undertake or continue the construction or completion of the improvements (beyond the extent necessary to preserve or protect the improvements or construction already made) without first having expressly assumed Developer's obligations to Agency by written agreement satisfactory to Agency with respect to the Site or any portion thereof in which the holder has an interest. The holder must agree to complete, in the manner required by this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any holder properly completing such improvements shall be entitled, upon written request made to Agency, to a Release of Construction Covenants from Agency. 25 Muriel/Thorson DDA 01095/0013/68828 5 7. Agency's Rights upon Failure of Holder to Complete Improvements In any case where one hundred eighty (180) days after default by Developer in completion of construction of improvements under this Agreement, the Holder of any mortgage creating a lien or encumbrance upon the Site or improvements thereon has not exercised the option to construct afforded in this Section or if it has exercised such option and has not proceeded diligently with construction, Agency may, after ninety (90) days' notice to such holder and if such holder has not exercised such option to construct within said ninety (90) day period, purchase the mortgage, upon payment to the holder of an amount equal to the sum of the following: a. The unpaid mortgage debt plus any accrued and unpaid interest (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings, if any); b. All expenses incurred by the holder with respect to foreclosure, if any; C. The net expenses (exclusive of general overhead), incurred by the holder as a direct result of the ownership or management of the Site, such as insurance premiums or real estate taxes, if any; d. The costs of any improvements made by such holder, if any; and e. An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence to the date of payment by the Agency. In the event that the holder does not exercise its option to construct afforded in this Section, and Agency elects not to purchase the mortgage of holder, upon written request by the holder to Agency, Agency agrees to use reasonable efforts to assist the holder selling the holder's interest to a qualified and responsible party or parties (as determined by Agency), who shall assume the obligations of making or completing the improvements required to be constructed by Developer, or such other improvements in their stead as shall be satisfactory to Agency. The proceeds of such a sale shall be applied first to the holder of those items specified in subparagraphs a. through e. hereinabove, and any balance remaining thereafter shall be applied as follows: (1) First, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually and reasonably incurred by Agency, including but not limited to payroll expenses, management expenses, legal expenses, and others. (2) Second, to reimburse Agency, on its own behalf and on behalf of the City, for all payments made by Agency to discharge any other encumbrances or liens on the Site or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Developer, its successors or transferees. 26 Muriel/Thorson DDA 01095/0013/68828.5 (3) Third, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually and reasonably incurred by Agency, in connection with its efforts assisting the holder in selling the holder's interest in accordance with this Section. (4) Fourth, any balance remaining thereafter shall be paid to Developer. 8. Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default In the event of a default or breach by Developer (or entity permitted to acquire title under this Section) of a mortgage prior to the issuance by Agency of a Release of Construction Covenants for the Site or portions thereof covered by said mortgage, and the holder of any such mortgage has not exercised its option to complete the development, Agency may cure the default prior to completion of any foreclosure. In such event, Agency shall be entitled to reimbursement from Developer or other entity of all costs and expenses incurred by Agency in curing the default, to the extent permitted by law, as if such holder initiated such claim for reimbursement, including legal costs and attorneys' fees, which right of reimbursement shall be secured by a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to: a. Any mortgage for financing permitted by this Agreement; and b. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages for financing; provided that nothing herein shall be deemed to impose upon Agency any affirmative obligations (by the payment of money, construction or otherwise) with respect to the Site in the event of its enforcement of its lien. 9. Right of Agency to Satisfy Other Liens on the Site After Conveyance of Title After the conveyance of title and prior to the recordation of a Release of Construction Covenants for construction and development, and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Site or any portion thereof, the Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Site or any portion thereof to forfeiture or sale. M. Q513) Release of Construction Covenants Upon the completion of all construction required to be completed by Developer on the Site, Agency shall furnish Developer with a Release of Construction Covenants for the Site in the form attached hereto as Attachment No. 5 upon written request therefore by Developer. The Release of Construction Covenants shall be executed and notarized so as to permit it to be recorded in the office of the Recorder of Los Angeles County. A Release of Construction Covenants shall be, and shall state that it constitutes, conclusive determination of satisfactory 27 Muriel/Thorson DDA 01095/0013/68828.5 completion of the construction and development of the improvements required by this Agreement upon the Site and of full compliance with the terms of this Agreement with respect thereto. After the issuance of a Release of Construction Covenants, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement with respect to the Site, except that such party shall be bound by the covenants, encumbrances, and easements contained in the Deed and the Regulatory Agreement attached hereto. After issuance of a Release of Construction Covenants, the Agency shall not have any rights or remedies under this Agreement with respect to the Site, except as otherwise set forth or incorporated in the Deed or the Regulatory Agreement. Agency shall not unreasonably withhold a Release of Construction Covenants. If Agency refuses or fails to furnish a Release of Construction Covenants within thirty (30) days after written request from Developer or any entity entitled thereto, Agency shall provide a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain Agency's opinion of the action Developer must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, or other minor so- called "punch list" items, Agency will issue its Release of Construction Covenants upon the posting of a bond in an amount representing one hundred fifty percent (150 %) of the fair value of the work not yet completed or other assurance reasonably satisfactory to Agency. A Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any Agency of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093. Nothing herein shall prevent or affect Developer's right to obtain a Certificate of Occupancy from the City before the Release of Construction Covenants is issued. N. (§ 514) Deposit Following the selection of Developer, and in accordance with the terms of the March 20, 2008 Request for Proposals issued by the Agency, on or about April 29, 2009, Developer submitted to Agency a deposit check in the amount of Ten Thousand Dollars ($10,000) ( "Deposit "), which Deposit shall be used toward Buyer's payment of the Purchase Price. The Deposit shall be subject to Subsection 4.10., 3.b for any default of Buyer. O. ( §515) Estoppels No later than thirty (30) days after the request of Developer or any Agency of a mortgage or deed of trust, Agency shall, from time to time and upon the request of such Agency, execute and deliver to Developer or such Agency a written statement of Agency that no default or breach exists (or would exist with the passage of time, or giving of notice or both) by Developer under this Agreement, if such be the determination of the Agency, and certifying as to whether or not Developer has at the date of such certification complied with any obligation of Developer NE MurieVThorson DDA 01095/0013/68828.5 hereunder as to which such Agency may inquire. The form of any estoppel letter shall be prepared by the Agency or Developer and shall be at no cost to Agency. VI. ( §600) USES AND MAINTENANCE OF THE SITE A. (§6111) Uses of the Site The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest that during construction and thereafter, the Developer, such successors and such assigns shall devote the Site to the uses as follows: The Developer covenants and agrees for itself, its successors and assigns, which covenants shall run with the land and bind every successor or assign in interest of Developer, that during development of the Site pursuant to this Agreement and thereafter, neither the Site nor the improvements, nor any portion thereof, shall be improved, used or occupied in violation of any applicable governmental restrictions or the restrictions of this Agreement. Furthermore, Developer and its successors and assigns shall not initiate, maintain, commit, or permit the maintenance or commission on the Site or in the improvements, or any portion thereof, of any nuisance, public or private, as now or hereafter defined by any statutory or decisional law applicable to the Site or the improvements, or any portion thereof. Developer further covenants and agrees on behalf of itself and its successors and assigns to devote, use, operate and maintain the Site in accordance with this Agreement, the Grant Deed, the Regulatory Agreement, and the other documents recorded against the Site should the Project be developed with a Multi- Family Residential Complex, or each parcel thereof should the Project be developed with Single - Family Units, pursuant to the provisions of this Agreement. Notwithstanding anything to the contrary or that appears to be to the contrary in this Agreement, Developer hereby covenants, on behalf of itself, and its successors and assigns, which covenants shall run with the land and bind every successor and assign in interest of Developer, that Developer and such successors and assigns shall use the Site solely for the purpose of constructing, maintaining and operating a project meeting the requirements and restrictions of this Agreement, including, without limitations, restriction applicable to the Residential Units. B. ( §602) Housing Development 1. Construction of Residential Units The Developer covenants and agrees to construct either (i) six (6) or seven (7) Single - Family Units or (ii) a Multi - Family Residential Complex containing sixteen (16) or seventeen (17) residential units, as described on the Scope of Development. Each of the Residential Units shall be restricted for sale or lease in accordance with the Regulatory Agreement. The location, size and specifications of the Residential Units shall be as set forth in the Scope of Development and as further designated by the Agency. 2. Residential Unit Requirements Each of the Residential Units constructed pursuant to this Agreement shall be occupied by Buyer/Renter selected in accordance with the Approved Marketing Program. No restrictions upon purchase or lease and PA Muriel /Thorson DDA 01095/0013/68828 5 use of each Residential Unit shall be required by the Agency from either the close of Escrow for the initial purchase or initial lease of each Residential Unit by the Developer to a Buyer/Renter. 3. Selling of Residences by Developer Prior to the deadline specified in the Schedule of Performance, Developer shall prepare and obtain Agency's approval (which shall not be unreasonably withheld) of a marketing and selling program ( "Approved Marketing Program ") for the selection of purchasers or tenants for the Residential Units at the Project. The Approved Marketing Program shall include methods for informing the public of fair housing laws and opportunities. The Residential Units shall thereafter be marketed in accordance with the Approved Marketing Program as the same may be amended by Developer from time to time with Agency's prior written approval, which shall not be unreasonably withheld. Agency agrees to exercise reasonable efforts to assist Developer in connection with implementation of the Approved Marketing Program; provided, Agency shall not be under any obligation to incur any out -of- pocket expenses in connection therewith. C. ( §603) Obligation to Refrain from Discrimination. (i) General. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Developer, or any person claiming under or through Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof (except as permitted by this Agreement). The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. (ii) Form of Nondiscrimination and Nonsegregation Clauses. Subject to the tenancy /occupancy restrictions on the Residential Units not prohibited by federal law as embodied in this Agreement, which may modify the following nondiscrimination clauses, the following shall apply: Developer shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. Deeds In Deeds the following language shall appear: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee, or any persons 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, 9a Muriel/Thorson DDA 01095/0013/68828.5 subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. Leases In Leases the following language shall appear: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: `That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. Contracts Any contracts which Developer or Developer's heirs, executors, administrators, or assigns propose to enter into for the sale, transfer, or leasing of the Site shall contain a nondiscrimination and nonsegregation clause substantially as set forth in Section 603 and in this Section. Such clause shall bind the contracting party and subcontracting party or transferee under the instrument. D. ( §604) Maintenance of Improvements Developer covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any part thereof, that, after Agency's issuance of its Release of Construction Covenants, that Developer shall be responsible for maintenance of all improvements that may exist on the Site from time to time, including without limitation buildings, parking lots, lighting, signs, and walls, in first -class condition and repair, and shall keep the Site free from any accumulation of debris or waste materials. Developer shall also maintain all landscaping required pursuant to Developer's approved landscaping plan in a healthy condition, including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land in accordance with and for the term of the Regulatory Agreement. Developer's further obligations to maintain the Site, and Agency's remedies in the event of Developer's default in performing such obligations, are set forth in the Regulatory Agreement. Developer hereby waives any notice, public hearing, and other requirements of the public nuisance laws and ordinances of the City that would otherwise apply, except as specified in said Regulatory Agreements. Upon the sale of any portion of the Site, Developer (but not Developer's successors, or any Buyer/Renter) shall be released from the requirements imposed by this Section 605, and the financial liability therefor, as to the portion of the Site conveyed. Developer or its successor shall remain obligated under this Section 605 following the rental of any of the Residential Units. E. ( §605) Effect of Covenants Agency is deemed a beneficiary of the terms and provisions of this Agreement and of the restrictions and covenants running with the land, whether appearing in the Deed or the Regulatory Agreement, for and in its own right for the purposes of protecting the interests of the 31 Muriel/Thorson DDA 01095/0013/68828.5 community in whose favor and for whose benefit the covenants running with the land have been provided. The covenants in favor of Agency shall run without regard to whether Agency has been, remains or is an owner of any land or interest therein in the Site, or benefits the Redevelopment Project Area, and shall be effective as both covenants and equitable servitudes against the Site. Agency shall have the right, if any of the covenants set forth in this Agreement which are provided for its benefit are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. With the exception of the City, no other person or entity shall have any right to enforce the terms of this Agreement under a theory of third -party beneficiary or otherwise. The covenants running with the land and their duration are set forth in the Deed and the Regulatory Agreement. VIL ( §700) DEFAULTS, REMEDIES AND TERMINATION A. ( §701) Defaults, Right to Cure and Waivers Subject to any Enforced Delay, failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a written notice specifying such failure or delay, and does not thereafter prosecute such cure, correction or remedy with diligence to completion. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise provided in this Agreement, waiver by either party of the performance of any covenant, condition or promise, shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition, or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. B. ( §702) Legal Actions 1. Institution of Legal Actions In addition to any other rights or remedies, and subject to the requirements of Section 801, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of Los Angeles County, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California. 32 MurieVrhorson DDA 01095/0013/68828.5 2. Applicable Law and Forum The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. Acceptance of Service of Process In the event that any legal action is commenced by Developer against Agency, service of process on Agency shall be made by personal service upon the Executive Director or the Secretary of Agency or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Developer, service of process on Developer shall be made in such manner as may be provided by law and shall be valid whether made within or outside of the State of California. C. ( §703) Rights and Remedies Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. ( §704) Specific Performance In addition to any other remedies permitted by this Agreement, if either party defaults hereunder by failing to perform any of its obligations herein, each party agrees that the other shall be entitled to the judicial remedy of specific performance, and each party agrees (subject to its reserved right to contest whether in fact a default does exist) not to challenge or contest the appropriateness of such remedy. In this regard, Developer specifically acknowledges that Agency is entering into this Agreement for the purpose of assisting in the redevelopment of the Site and not for the purpose of enabling Developer to speculate with land. E. 0705) Right of Reverter The Agency shall have the right, at its option, to reenter and take possession of the Site or any portion thereof with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Developer, if after conveyance of the estate and prior to the recordation of the Release of Construction Covenants, the Developer (or his successors in interest) shall: 1. Fail to commence construction of the improvements as required by this Agreement, if such failure is in violation of the Schedule of Performance, for a period of 90 days after issuance of a building permit, provided that the Developer shall not have obtained an extension or postponement to which the Developer may be entitled pursuant to this Agreement; or 2. Abandon or substantially suspend construction of the improvements for a period of 90 days after written notice of such abandonment or suspension from the Agency, provided that the Developer shall not have obtained an extension of time to which the Developer may be entitled pursuant to this Agreement; or 33 Muriel/Thorson DDA 01095/0013/68828 5 3. Assign or attempt to assign this Agreement, or any rights herein, or Transfer, or suffer any involuntary Transfer of, the Site, or any part thereof, in violation of this Agreement, and such violation shall not be cured within one hundred twenty (120) days after the date of receipt of written notice thereof by the Agency to the Developer The right to re- enter, repossess, terminate, and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: i. Any mortgage, deed of trust, or other security interests permitted by this Agreement; or ii. Any rights or interests provided in this Agreement for the protection of the Agency of such mortgages, deeds of trust, or other security interests permitted by this Agreement. Upon the revesting in Agency of possession of the Site, or any part thereof, as provided in this Section 705, Agency shall, pursuant to its responsibilities under state law, use its best efforts to release, or resell the Site, as the case may be, or any part thereof, as soon and in such manner as Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and responsible party or parties (as determined by the Agency), who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site, or any part thereof, in the Redevelopment Plan. In the event of a resale, the proceeds thereof shall be applied as follows: i. First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including but not limited to, salaries to personnel, legal costs and attorneys' fees, and all other contractual expenses in connection with the recapture, management, and resale of the Site (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Site (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments, or charges, as determined by the City, as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Site or part thereof; and amounts otherwise owing the Agency by the Developer, its successors, or transferees; and ii. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to (i) the sum of the Purchase Price paid to the Agency by the Developer for the Site, (ii) the costs incurred for the development of the Site and for the agreed improvements existing on the Site at the time of the 34 Muriel/Thorson DDA 01095/0013/68828.5 re -entry and repossession, less (iii) any gains or income withdrawn or made by the Developer from the Site or the improvements thereon. iii. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the right established in this Section involves a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights established in this Section are to be interpreted in light of the fact that the Agency will sell the Site to the Developer for development, and not for speculation in undeveloped land. F. ( §706) Attorneys' Fees If either party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties' agreement to, or performance of, this Agreement, or is made a party to any such action or proceeding by the Escrow Agent or other third party, such that the parties hereto are adversarial, the prevailing party, as between the Developer and Agency only, in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees from the other. As used herein, the "prevailing party" shall be the party determined as such by a court of law, pursuant to the definition Code of Civil Procedure Section 1032(a)(4), as it may be subsequently amended. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. VIII. ( §800) GENERAL PROVISIONS A. ( §801) Notices Demands and Communications Between the Partie Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first -class registered or certified mail, postage prepaid, return receipt requested, or by a national "overnight courier" such as Federal Express, at the time of delivery shown upon such receipt; or by facsimile, if such facsimile is followed by a notice sent out the same day by mail; in any case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are: Agency: Lynwood Redevelopment Agency 11330 Bullis Road Lynwood, CA 90262 Attn: Executive Director Copy to: Aleshire & Wynder, LLP 18881 Von Karman Avenue, Suite 400 35 Muriel/Thorson DDA 01095/0013/68828.5 Irvine, CA 92612 Attn: Fred Galante, Esq. Developer: J.B. DEVELOPMENT GROUP, LLC 8116 Eastern Avenue Bell Gardens, CA 90201 B. ( §802) Nonliability of City and Agency Officials and Employees; Conflicts of Interest; Commissions 1. Personal Liability No member, official, employee, agent or contractor of City or Agency shall be personally liable to Developer in the event of any default or breach by Agency or for any amount which may become due to Developer or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 802 is intended to limit Agency's liability. 2. Financial Interest No member, official, employee or agent of City or Agency shall have any financial interest, direct or indirect, in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law. 3. Commissions Neither the Agency nor the Developer has retained any broker or finder or has paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. No party shall be liable for any real estate commissions, brokerage fees or finder's fees which may arise from this Agreement, and each party agrees to hold the other harmless from any claim by any broker, agent, or finder retained by such party. C. ( §803) Enforced Delay: Extension of Times of Performance Time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, in addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots, floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; subsurface conditions on the Site and unknown soils conditions; governmental restrictions or priority litigation; unusually severe weather; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency or City shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay "), the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's 36 MurieUThorson DDA 0109510013169828.5 failure to obtain financing for the Project, and (ii) Developer's failure to negotiate agreements with prospective users for the Project or the alleged absence of favorable market conditions for such uses. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Developer. The Executive Director of Agency shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one hundred eighty (180) days with respect to the development of the Site. D. ( §804) Books and Records 1. Developer to Keep Records Developer shall prepare and maintain all books, records and reports necessary to substantiate Developer's compliance with the terms of this Agreement or reasonably required by the Agency. 2. Right to Inspect Either party shall have the right, upon not less than seventy -two (72) hours notice, at all reasonable times, to inspect the books and records of the other party pertaining to the Site as pertinent to the purposes of this Agreement. 3. Ownership of Documents Copies of all drawings, specifications, reports, records, documents and other materials prepared by Developer, its employees, agents and subcontractors, in the performance of this Agreement, which documents are in the possession of Developer and are not confidential shall be delivered to Agency upon request in the event of a termination of this Agreement, however, Developer shall be entitled to reimbursement from Agency for the cost to prepare any drawings, specifications, reports, records, documents and other materials prepared by Developer's subcontractors as a result of the exercise by Agency of its rights hereunder. Any drawings, specifications, reports, records, documents and other materials prepared by Developer's subcontractors shall be delivered without representation or warranty by Developer. The Agency shall have an unrestricted right to use such documents and materials as if it were in all respects the owner of the same. Developer makes no warranty or representation regarding the accuracy or sufficiency of such documents for any future use by Agency, and Developer shall have no liability therefor. E. 0805) Assurances to Act in Good Faith Agency and Developer agree to execute all documents and instruments and to take all action, including making a deposit of funds in addition to such funds as may be specifically provided for herein, and as may be required in order to consummate conveyance and development of the Site as herein contemplated, and shall use their best efforts, to accomplish the closing and subsequent development of the Site in accordance with the provisions hereof. Agency and Developer shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. F. ( §806) Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section 37 Muriel/Thorson DDA 01095/0013/68828.5 headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes the Redevelopment Plan and any other documents incorporated herein by reference, as though fully set forth herein. G. ( §807) Entire Agreement, Waivers and Amendments This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Agency or Developer, as applicable, and all amendments hereto must be in writing and signed by the appropriate authorities of Agency and Developer. H. ( §808) Severability In the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any term, covenant, condition, provision or agreement contained herein. I. 0809) Time for Acceptance of Agreement by Agency This Agreement, when executed by Developer and delivered to Agency, must be authorized, executed and delivered by Agency, after consideration at a public hearing. After execution by Developer, this Agreement shall be considered an irrevocable offer until such time as Agency is authorized to execute and deliver the Agreement. 1 ( §810) Execution 1. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 2. Agency represents and warrants that: (i) it is a Redevelopment Agency duly organized and existing under the laws of the State of California; (ii) by proper action of Agency, Agency has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by Agency does not violate any provision of any other agreement to which Agency is a party. 3. Developer represents and warrants that: (i) it is duly organized and existing under the laws of the State of California; (ii) by proper action of Developer, Developer has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by Developer does not violate any provision of any other agreement to which Developer is a party. [Signatures on next page.] M Muriel/Thorson DDA 0109510013/68828.5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of execution by the Agency. "AGENCY" LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic Date ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Fred Galante, Agency Counsel Chair "DEVELOPER" J.B. DEVELOPMENT GROUP, LLC, a California limited liability company Javier Barajas Lo [End of Signatures] M1 MurieVThorsm DDA 01095/0013/68828.5 ATTACHMENT NO. 1 MURIEL/THORSON DDA SITE MAP Site Map Attachment No. 1 to Muriel /Thorson DDA 01095/0013/68828.5 ATTACHMENT NO. 2 MURIEUTHORSON DDA LEGAL DESCRIPTION OF THE SITE Legal Description Attachment No. 2 to Muriel/Thorson DDA 01095/0013168828.5 ATTACHMENT NO. 3 MURIEUTHORSON DDA SCHEDULE OF PERFORMANCE Schedule of Performance Attachment No. 3 to Muriel/Thorson DDA 01095/0013/68828.5 Item To Be Performed Time for Performance 1. Developer executes and delivers DDA to Agency On or before December 20, 2010 2. Agency holds public hearing on DDA. Agency December 21, 2010 approves or disapproves DDA, and, if approves, executes DDA (Effective Date). 3. Open Escrow Within 1 week after Effective Date 4. Developer provides Agency with evidence of 2 weeks following Agency's approval financial capability of this Agreement 5. Agency approves evidence of financial capability Within 30 days after receipt by Agency 6. Developer secures financial commitments Within 90 days after Effective Date 7. Agency approves or disapproves financial Within 30 days after receipt by commitment and lender Agency 8. Agency delivers to Developer Preliminary Title Within 30 days after Effective Date Report 9. Developer approves or disapproves title exceptions Within 15 days after delivery of Preliminary Title Report to Developer 10. Agency delivers notice to Developer as to whether Within 15 days after receipt of it will cure disapproved exceptions Developer's notice 11. Developer submits proposed Site Plan and project Within 45 following of the Effective description for entire site for Agency Executive Date Director's conceptual approval 12. Executive Director approves or disapproves Within 30 days after submittal of conceptual Site Plan and other submissions proposed Site Plan 13. Escrow Agent gives notice of fees, charges, and One (1) week prior to Closing costs to close escrow 14. Deposits into escrow by Agency: a) Executed Deed On or before 1:00 p.m. on the last Schedule of Performance Attachment No. 3 to Muriel/Thorson DDA 01095/0013/68828.5 Schedule of Performance 01095/0013/68828.5 Item To Be Performed Time for Performance business day preceding the Closing Date b) Estoppel Certificate On or before 1:00 p.m. on the last business day preceding the Closing Date C) Payment of Agency's share of Escrow On or before 1:00 p.m. on the last Costs business day preceding the Closing Date d) Taxpayer ID Certificate Prior to Closing Date e) FIRPTA Certificate Within 15 days after opening 15. Deposits into escrow by Developer: a) Estoppel Certificate On or before 1:00 p.m. on the last business date preceding the Closing Date b) Regulatory Agreement On or before 1:00 p.m. on the last business date preceding the Closing Date C) Payment of balance of Purchase Price and On or before 1:00 p.m. on the last Developer's Share of Escrow Costs business date Date preceding the Closing d) Certificates evidencing insurance Prior to closing, construction site preparation or e) Taxpayer ID Certificate Prior to Closing Date 16. Agency or Developer, as case may be, may cure Within 30 days after date established any condition to closing disapproved or waived; or therefor, or date of breach, as the case may cure any default may be 17. Close of Escrow for the Site; recordation and Within 90 days of Effective Date delivery of documents 18. Developer submits application for Development Within 120 days of Effective Date Permit, including building elevations, materials board, and conceptual landscaping plan, Site Plan and/or conditional use permit and other discretionary actions for public hearin 19. City staff approves or disapproves plans, drawings, Within 30 days after submittal b Schedule of Performance 01095/0013/68828.5 Schedule of Performance Attachment No. 3 to Muriel/Thorson DDA 01095/0013/68828.5 Item To Be Performed Time for Performance and specifications Developer 20 Developer revises and resubmits plans, drawings, Within 30 days after City staff's and specifications, if necessary disapproval per paragraph 19 above 21. City's Planning Commission approves or Within 30 days after submittal by disapproves Site Plan and/or conditional use Developer permit and other discretionary actions 22. Developer prepares and submits to City Within 45 days after City's approvals construction plans, drawings and specifications per paragraph 21 above prepared in accordance with City approvals 23. Developer completes construction of Within 16 months after issuance of improvements on the Site building permits 24. Agency issues Release of Construction Covenants Within 30 days of written request by for the Site Developer, and Developer's satisfactory completion of all improvements on the Site Schedule of Performance Attachment No. 3 to Muriel/Thorson DDA 01095/0013/68828.5 ATTACHMENT NO. 4 MURIEUTHORSON DDA SCOPE OF DEVELOPMENT A. PROJECT CONCEPT The project will consist of the construction of 6 or 7 new 2 -story single - family detached homes with a driveway courtyard between the homes. Each home shall contain 3 bedrooms and 2 bathrooms and be at least 1,600 square feet. The homes will share a private driveway with outlets to Muriel Drive and Thorson Avenue. Construction will be Type V, wood -frame construction. Parking for residents and guests will be consistent with City requirements. Each unit will have a two -car garage, as well as one guest parking space for each home will be provided on the Site. Alternatively, Developer shall construct a muti - family residential rental complex containing 16 or 17 separate residential units, with adequate on -site parking and in compliance with City all applicable City standards. Landscaping will be aesthetically pleasing, appropriate for the surrounding neighborhood, and will be consistent with City requirements. The building construction will utilize materials that will meet or exceed Title 24 energy standards. B. PROJECT DESIGN 1. Design Process The Developer and its representatives, including its architect and engineer, shall work with City and Agency staff to develop and execute the architectural concept, architectural drawings, site plan, grading plan, off -site improvement plans, landscaping plan and related drawings and documents consistent with Planning Commission and Agency direction pursuant to the Lynwood Municipal Code. 2. Architectural Concept The improvements to be constructed on the Site shall be of high architectural quality, shall be well landscaped, and shall be effectively and aesthetically designed. The shape, scale of volume, exterior design, and exterior finish of each structure and all other improvements must be consistent with, visually related to, physically related to, and an enhancement to each other and, to the extent reasonably practicable, to adjacent improvements existing or planned. The Developer's plans, drawings, and proposals submitted to the Agency for approval shall describe 1 Release of Construction Covenants Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828.5 in reasonable detail the architectural character intended for the Project. The open spaces on the Site, where they exist, shall be designed, landscaped and developed with the same degree of excellence. All architectural drawings shall be consistent with the preliminary elevations of all four sides of the Project, site plan and floor plan, as included in Attachment No. 4 -1 included immediately following this Attachment 4. 3. Site Work The Project shall substantially conform to the site and building plans and landscaping plans approved pursuant to subsection A above and with the Site Map attached to the Agreement as Attachment No. 1. It shall be the responsibility of the Developer, the architect and the contractor to develop the Project consistent with the aforementioned plans. Any substantial modification to the approved site or building plans, as determined by the Director of Community Development, shall be referred to the Planning Commission for review and approval through a conformity report. Developer further acknowledges that it has inspected the Site and the existing housing foundations and preparatory work (collectively, "Foundations ") built by a previous developer and warrants that it shall be solely responsible for ascertaining whether the Foundations comply with applicable laws, including but not limited to the Building Code, as adopted by the City, and may be suitable for the Project. Should Developer, in its sole discretion, determine that such Foundations do not comply with such applicable laws or are not suitable for the Project, Developer shall be solely responsible for removing the Foundations at its cost. The Developer shall be responsible for the construction and installation of all improvements to be constructed or installed on the Site including, but not limited to, the following: a. Residential Units Developer shall construct 6 or 7 detached 2 -story single - family homes with a driveway courtyard between the homes. Alternatively, Developer shall construct a muti - family residential rental complex containing 16 or 17 separate residential units, all in accordance with City standards. b. Parking Developer shall develop parking for residents and guests that is consistent with City requirements. Each unit shall have a two -car garage and one guest parking space on site. C. Landscaping Developer shall install and maintain on -site landscaping and automatic irrigation pursuant to approved plans consistent with the requirements of the Lynwood Municipal Code. d. Lighting 2 Release of Construction Covenants Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828.5 Developer shall install and maintain on -site lighting in a manner consistent with the approved lighting and electrical plans. The design of light standards and fixtures shall be subject to the approval of the Director of Community Development. e. Trash Storage Trash storage areas shall be provided of sufficient size to ensure containment of all solid waste materials generated from the Site in trash disposal and recycling bins. 4. Undergrounding Utilities All new utility service connections servicing the Site shall be installed underground, including connections to facilities within the public right -of -way. 5. Mechanical Equipment On -site mechanical equipment, whether roof or ground mounted, shall be completely screened from public view. Screening material shall be constructed of materials which coordinate with the overall architectural theme. Where public visibility will be minimal, the Director of Community Development may permit use of landscaping to screen ground mounted equipment. 6. Applicable Codes All improvements shall be constructed in accordance with the California Building Code (with Lynwood modifications), the Los Angeles County Fire Code (with Lynwood modifications), the Lynwood Municipal Code, and all other current City standards. 7. Offsite Improvements Pursuant to the Agreement, Agency and Developer shall perform, or cause to be performed, all offsite improvements required by law or as a condition to any governmental or local approval or permit. Developer shall provide plans to the City's Public Works Department for approval and completion of all improvements, but not limited to the following: A. Predevelopment improvements Developer shall construct the following off -site improvements, in accordance with applicable law, before the construction of the Residential Units to ensure the design and construction budget are compatible with the Agency's goals and that Developer has the resources to complete construction so that the Residential Units may be readily sold in accordance with the terms of this Agreement: (i) closure of existing driveway approach and construction of proposed driveway on both Muriel Drive and Thorson for shared access to each of the Residential Units, (ii) re- grading of parkway and landscaping along the east side of the street on Muriel Drive from Josephine to the end of the street at the 105 Freeway and the western side of the street on Thorson Avenue from Josephine to the end of the street at the 105 Freeway, and (iii) reconstruction of alley approach at Thorson Avenue as requested or required by City's Public Works Department; and or per plans submitted and approved by Public Works in accordance with the City Building Code.]. 3 Release of Construction Covenants Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828.5 B. Improvements concurrent with Residential Units construction The off - site improvements to be constructed by Developer as part of the Project for the construction of the Residential Units shall include, but not be limited to, (i) new sidewalks on both Muriel Drive and Thorson Avenue along all areas immediately abutting the Site, (ii) new curb and gutters on both Muriel Drive and Thorson Avenue along all areas immediately abutting, (iii) construction of new wheelchair ramps on the 4 northern corners where both Muriel Drive and Thorson Avenue intersect with Josephine Street, (iv) provide and install light street pole with light fixture on, (v) grind and overlay all asphalt pavement on Muriel Drive, north of Josephine Street to the end of the street abutting the 105 Freeway. All concurrent improvements shall be as requested or required by City's Public Works Department; and or per plans submitted and approved by Public Works in accordance with the City Building Code. Release of Construction Covenants 11 Attachment No. 5 to MurieVrhorson DDA 01095/0013168828.5 ATTACHMENT NO. 5 Muriel /Thorson DDA RELEASE OF CONSTRUCTION COVENANTS FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: J.B. DEVELOPMENT GROUP, LLC 8116 Eastern Avenue Bell Gardens, CA 90201 Attention: Project Management (Space Above This Line for Recorder's Office Use Only) RELEASE OF CONSTRUCTION COVENANTS WHEREAS, by a Disposition and Development Agreement ( "Agreement ") dated 2011 between and among the LYNWOOD REDEVELOPMENT AGENCY ( "Agency ") and J.B. DEVELOPMENT GROUP, LLC, a California limited liability company ( "Developer "), Developer has agreed to develop either six single family detached houses or a multi - family complex ( "Project ") on the Site (as such term is defined in the Agreement); and WHEREAS, as referenced in the Agreement, Agency shall furnish Developer with a Release of Construction Covenants upon completion of construction and development, which release shall be in such form as to permit it to be recorded in the Official Records of the County Clerk of Los Angeles County, California; and WHEREAS, Developer has requested that Agency furnish Developer with the Release of Construction Covenants for the Site more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Site "); and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in the Regulatory Agreement, as those terms are defined in the Agreement; and WHEREAS, such Release of Construction Covenants shall constitute a conclusive determination by Agency of the satisfactory completion by Developer of the construction and development required by the Agreement and of Developer's full compliance with the terms of the Agreement with respect to such construction and development, but not of the Regulatory Agreement, the provisions of which shall continue to run with the land pursuant to their terms; and WHEREAS, Agency has conclusively determined that the construction and development on the Site required by the Agreement has been satisfactorily completed by Developer in full compliance with the terms of the Agreement. Release of Construction Covenants 5 Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828.5 NOW, THEREFORE, 1. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement. 2. This Release shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. 3. This Release shall not constitute evidence of Developer's compliance with the Regulatory Agreement, the provisions of which shall continue to run with the land. 4. This Release shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Agency of a mortgage or any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. 5. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. 6. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, the Agency has executed this Release of Construction Covenants this day of LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic UZ Release of Construction Covenants I . Executive Director Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828 5 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On 20, before me, , a 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 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 seal. Signature (Seal) Release of Construction Covenants 7 Attachment No. 5 to Muriel/Thorson DDA 01095/0013/68828.5 EXHIBIT "A" DESCRIPTION OF SITE That certain real property located in the City of Lynwood, Los Angeles County, State of California, more particularly described as: [To Be Inserted] .Release of Construction Covenants Attachment No. 5 to Murielfrhorson DDA 01095/0013/69828.5 ATTACHMENT NO. 6 Muriel/Thorson DDA GRANT DEED FREE RECORDING REQUESTED BY AND AFTER RECORDATION RETURN TO: J.B. GROUP, LLC 8116 Eastern Avenue Bell Gardens, CA 90201 (Space Above This Line For Recorder's Office Use Only) GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California ( "Grantor "), acting to carry out its functions under the housing law of the State of California, hereby grants to J.B. DEVELOPMENT GROUP, LLC, a California limited liability company ( "Grantee "), the real property located between Muriel Drive and Thorson Avenue, immediately south of the I -105 Freeway (APN: 6174- 008 -901), Lynwood, California ( "Site ") legally described in Exhibit "A" attached hereto and incorporated herein by this reference. As conditions of this conveyance, the Grantee covenants by and for itself and any successors in interest for the benefit of the Grantee, Grantor and the City of Lynwood ( "City "), as follows: 1. Governing Documents. The Site is conveyed pursuant to a Disposition and Development Agreement ( "DDA ") entered into between and among Grantor and Grantee dated 2010. Grantee covenants and agrees for itself and its successors and assigns to use, operate and maintain the Site in accordance with the DDA and this Deed. In the event of any conflict between this Grant Deed and the DDA, the provisions of the DDA shall control. 2. Regulatory Agreement. Grantee covenants and agrees for itself and its successors and assigns to its interest in the Site that it shall abide by all of the terms listed in the Regulatory Agreement attached to the DDA as Attachment No. 7. 3. Use of Site. The Grantee covenants that Grantee may only use the Site for residential purposes consistent with the terms, covenants and conditions set forth in the DDA and 1 Grant Deed Attachment No. 6 to Muriel /Thorson DDA 01095/0013/68828.5 the Regulatory Agreement, by which Grantee has agreed to be bound. Grantee shall have no right to subdivide, separate, or partition the Site except as necessary to separate ownership of the six or seven single family residential units as provided in the DDA. Breach of the terms, covenants, conditions, and provisions of the DDA or Regulatory Agreement shall be a material breach of this conveyance. 4. Encumbrances Prohibited. Prior to issuance of the Release of Construction Covenants by the Grantor as provided in the DDA, the Grantee shall not place or suffer to be placed on the Site any lien or encumbrance other than mortgages, deeds of trust or any other form of conveyance (collectively, "lien "), except as specifically provided in the DDA and attachments thereto. 5. Non - Discrimination. The Grantee covenants that except for the tenancy /occupancy restrictions not prohibited by federal law as embodied in the DDA, there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Grantee, or any person claiming under or through Grantee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof. The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. 6. Form of Nondiscrimination Clauses in Agreements. Subject to occupancy restrictions not prohibited by federal law as embodied in the DDA, which may modify the following nondiscrimination clauses, the following shall apply: Grantee shall refrain from restricting the sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. Deeds: In deeds the following language shall appear: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. Leases: In leases the following language shall appear: "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, 2 Grant Deed Attachment No. 6 to Muriel/Thorson DDA 01095/0013/68828 5 and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." C. Contracts: In contracts the following language shall appear: "There shall be no discrimination against or segregation of any person or group of per -sons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." The foregoing covenants shall remain in effect in perpetuity 7. Mortgage Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the DDA; provided, however, that any successor of Grantee to the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. Covenants to Run With the Land. The covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title, and shall be binding upon Grantee, its heirs, successors and assigns to the Site, whether their interest shall be fee, easement, leasehold, beneficial or otherwise. 9. Counterparts. This Grant Deed may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Grant Deed 9 Attachment No. 6 to Muriel/Thorson DDA 01095/0013/68828.5 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of Date ATTEST: Agency Secretary APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Fred Galante, Agency Counsel Grant Deed rd "GRANTOR" LYNWOOD REDEVELOPMENT AGENCY, INC., a public body, corporate and politic Chair Attachment No. 6 to MurieUThorson DDA ACCEPTANCE OF GRANT DEED By its acceptance of this Grant Deed, Grantee hereby agrees as follows: 1. Grantee expressly understands and agrees that the terms of the Grant Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee's successors and assigns. 2. The provisions of this Grant Deed are hereby approved and accepted. "GRANTEE" J.B. DEVELOPMENT GROUP, LLC, a California limited liability company Date: By: Javier Barajas 5 Grant Deed Attachment No. 6 to Murielfrhorson DDA 01095/0013168828 5 EXHIBIT "A" LEGAL DESCRIPTION OF SITE [To Be Inserted] Grant Deed Attachment No. 6 to Muriel/Thorson DDA 01095/0013/68828.5 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On 2010, before me, , a 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 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 seal. Signature (Seal) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On 2010, before me, , a 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 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 seal. Signature (Seal) 7 Grant Deed Attachment No. 6 to Muriel/Thorson DDA ;vo,Frcmvcn�x�:i.� ATTACHMENT NO. 7 Muriel/Thorson DDA REGULATORY AGREEMENT FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LYNWOOD REDEVELOPMENT AGENCY 11330 Bullis Road Lynwood, CA 90262 Attn: Executive Director (Space Above This Line for Recorder's Office Use Only) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ( "Covenant Agreement') is made and entered into and effective as of this day of 2010, by and between the LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic ( "Agency ") and J.B. DEVELOPMENT GROUP, LLC, a California limited liability company ( "Developer "). RECITALS: Pursuant to a Disposition and Development Agreement between and among Agency, City and Developer dated , 2010 ( "Disposition and Development Agreement'), the Agency has agreed to sell to Developer that certain real property located between Muriel Drive and Thorson Avenue, immediately south of the I -105 Freeway (APN: 6174 - 008 -901) in Lynwood, California ( "Property ") to allow Developer to redevelop the Property by creating additional housing opportunities within the City. The Property will be developed with either 6 detached 2 -story homes or a Multi- Family Residential Complex (each home or rental unit shall be referred to as a "Unit', and collectively, the 'Project'). This redevelopment of the Property will occur pursuant to a Disposition and Development Agreement between the Agency and Developer dated 2010 ( "DDA "). Developer and Agency desire to place restrictions upon the Property and the use of each of the Units to be developed to ensure that each Unit is continuously used consistent with the requirements and restrictions under Redevelopment Law and be binding on Developer, its lessees, assignees and successors -in- interest in the Property for so long as this Covenant Agreement shall remain in effect. The owner or renter of each residential unit shall collectively be referred to as "Residents" whereas the owner of a residential unit or owner of the multi - family residential complex shall collectively be referred to as "Owner ") Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828.5 AGREEMENT: NOW, THEREFORE, the Owner and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that each of the Units shall be held, transferred, encumbered, used, sold, conveyed, and occupied subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of a common plan for the development and sale or rental of each of the Units, and are established expressly and exclusively for the use and benefit of the residents of the Units. A. RESIDENTIAL PROPERTY. Owner hereby represents, covenants, warrants and agrees as follows: 1. Purpose. The Property is being acquired and each of the Units shall be developed to provide improved housing stock within the community. 2. Residential Use. None of the Units may be used at any time on a transient basis or used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, trailer court or park without the prior consent of the City and Agency, which consent may be given or withheld in its sole and absolute discretion. 3. Conversion of Project. No part of any of the Units will at any time be owned by a cooperative housing corporation, nor shall the Owner take any steps in connection with the conversion to any other form of ownership besides the approved housing units, without the prior written approval of City and Agency, which approval may be given or withheld in its sole and absolute discretion. B. MAINTENANCE. 1. Maintenance Obligation. Developer hereby covenants and agrees to maintain and repair, or cause to be maintained and repaired, the Property and each Unit and all related on -site improvements and landscaping including, without limitation, buildings, parking areas and lighting in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Developer's sole cost and expense. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and other landscaping in a healthy condition; and (iii) all graffiti and defacement of any type including marks, words or pictures shall be removed from any Unit and any necessary repair or painting completed within a reasonable time but in no event more than one week after the notice to Developer from City. In addition, Developer shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare. 2. Right of Entry. In the event that Developer fails to maintain the Property in the above - mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from City, or if Developer and 2 Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828.5 City agree such condition cannot reasonably be cured within such 30 -day period, Developer shall have such time as Developer and City mutually agree may be reasonably necessary to correct the condition provided that Developer is diligent in pursuit of the cure, City may, at its option, and without further notice to Developer, declare the unperformed maintenance to constitute a public nuisance. Thereafter, City, its employees, contractors or agents, may cure Developer's default by entering the Property and performing the necessary landscaping and /or maintenance. The City shall give Developer or its representative reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Covenant Agreement. Developer shall pay such costs as are reasonably incurred by City for such maintenance, including attorneys' fees and costs. 3. Homeowners' Association; Reserves. Prior to selling or renting any of the Units, Developer shall establish a homeowners' association or rental rules, as applicable, to govern the operation and shall require that, for the duration of the existence of the Units. Additionally, if single - family units are created, each of the Residents shall make an annual contribution sufficient to establish to a replacement reserve account for the maintenance and replacement of the Units and Property. 4. Lien. If City maintenance costs incurred pursuant to Section C.2 herein are not reimbursed within thirty (30) days after Resident's receipt of notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of the lower of ten percent (10 %) per annum or the legal maximum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys' fees, shall be a personal obligation of Developer as well as a lien and charge, with power of sale, upon the property interests of Developer, and the rents, issues and profits of such property. City may bring an action at law against Developer to obligate Developer to pay any such sums or foreclose the lien against Developer's property interests. Any such lien may be enforced by sale by the City following recordation of a Notice of Default of Sale given in the manner and time required by law as in the case of a deed of trust; such sale to be conducted in accordance with the provisions of Section 2924, et seq., of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest in and to a Unit at the Property, and any purchaser at any foreclosure or trustee's sale (as well as any deed or assignment in lieu of foreclosure or trustee's sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure of any such mortgage and /or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at the foreclosure sale, as owner of the Property after the date of such foreclosure sale, shall become a lien upon the Property upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided. C. COMPLIANCE WITH LAWS. 1. State and Local Laws. Developer and Residents shall comply with all provisions of the Health & Safety Code, including but not limited to Section 33437 prohibiting 3 Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828.5 speculation or excess profit taking in undeveloped land. The Residents shall comply with all ordinances, regulations and standards of the City applicable to the Property The Residents shall also comply with all rules and regulations of any assessment district of the City and /or Agency with jurisdiction over the Property, if any. F. ENFORCEMENT. In the event that Owner defaults in the performance or observance of any covenant, agreement or obligation of Owner pursuant to this Covenant Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by City and/or Agency, or, in the event said default cannot be cured within said time period, and Owner has failed to commence to cure such default within said thirty (30) days and thereafter fails to diligently prosecute said cure to completion, then City and /or Agency shall declare an "Event of Default' to have occurred hereunder, and, at its option, may take one or more of the following steps: 1. By mandamus or other suit, action or proceeding at law or in equity, require Owner to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Covenant Agreement; or 2. Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Owner hereunder; or 3. Enter the Property and cure the Event of Default as provided in Section C above 4. Impose, through the City Manager, an administrative fine for each day the violation continues. The amount of the fine shall be Twenty -Five Dollars ($25.00) per day, unless the violation is deemed a major violation, in which case the fine shall be Seventy -Five Dollars ($75.00) per day. The Owner may appeal the assessment of any fine to the City Council who may reverse, modify or uphold the decision of the City Manager. In making this decision, the City Council shall determine whether the violation exists and whether the amount of the fine is appropriate under the circumstances. Except as otherwise expressly stated in this Covenant Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. G. NONDISCRIMINATION. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, age, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of any portion of the Property, nor shall the Owner, or any person claiming under or through Owner, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants or lessees of the Property, or any part thereof (except as permitted by this Covenant Agreement). H. FORM OF NONDISCRIMINATION CLAUSES IN AGREEMENTS. Subject to the tenancy /occupancy restrictions not prohibited by federal law as embodied in the 4 Regulatory Agreement Attachment No. 7 to MurieUThorson DDA 01095/0013/68828.5 Disposition and Development Agreement and herein, which may modify the following nondiscrimination clauses, the following shall apply: Owner shall refrain from restricting the rental, sale, or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. Deeds. In deeds the following language shall appear: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. Leases. In leases the following language shall appear: "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 3. Contracts. In contracts the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." The foregoing covenants shall remain in effect in perpetuity. I. COVENANTS TO RUN WITH THE LAND. The Owner hereby subjects each Unit to the covenants, reservations, and restrictions set forth in this Covenant Agreement. City, Agency and the Owner hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding 5 Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828 5 upon the Owner's successors in title to each Unit; provided, however, that on the termination of this Covenant Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the City and Agency, and such covenants shall run in favor of the City and Agency and cease to be in effect five (5) years from the date of approval . Each and every contract, deed or other instrument hereafter executed covering or conveying any Unit or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed or other instrument. Agency and Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Owner's legal interest in each Unit is rendered less valuable thereby. Agency and Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Units by their Owners, the intended beneficiaries of such covenants, reservations, and restrictions, and by furthering the public purposes for which the Agency was formed. Owner hereby agrees to hold, sell, and convey each of the Units subject to the terms of this Covenant Agreement. Owner also grants to the City and Agency the right and power to enforce the terms of this Covenant Agreement against the Owner and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. J. INDEMNIFICATION. Owner agrees for itself and its successors and assigns to indemnify, defend, and hold harmless City and Agency and their respective officers, members, officials, employees, agents, volunteers, and representatives from and against any loss, liability, claim, or judgment relating in any manner to the Property excepting only any such loss, liability, claim, or judgment arising out of the intentional wrongdoing or gross negligence of City, Agency or their officers, officials, employees, members, agents, volunteers, or representatives. Owner, while in possession of the Property, and each successor or assign of Owner while in possession of any portion of the Property, shall remain fully obligated for the payment of property taxes and assessments in connection with such portion of the Property. The foregoing indemnification, defense, and hold harmless agreement shall only be applicable to and binding upon the party then owning the Property or applicable portion thereof. K. ATTORNEYS' FEES. In the event that a party to this Covenant Agreement brings an action against the other party hereto by reason of the breach of any condition, covenant, representation or warranty in this Covenant Agreement, or otherwise arising out of this Covenant Agreement, the prevailing party in such action shall be entitled to recover from the other reasonable expert witness fees, and its attorneys' fees and costs. Attorneys' fees shall include attorneys' fees on any appeal, and a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, including, but not limited to, the conducting of discovery, motions and expert witness fees. Regulatory Agreement 0 Attachment No. 7 to Muriel/Thorson DDA 01095/0013168828.5 L. AMENDMENTS. This Covenant Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Los Angeles. M. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: City /Agency: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: City Manager Copy to: Aleshire & Wynder, LLP 18881 Von Karman, Suite 400 Irvine, California 92612 Attn: Fred Galante, Esq. Owner: J.B. DEVELOPMENT GROUP, LLC 8116 Eastern Avenue Bell Gardens, CA 90201 The notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. N. SEVERABILITY /WAIVER/INTEGRATION. 1. Severability. If any provision of this Covenant Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 2. Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Covenant Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 3. Integration. This Covenant Agreement contains the entire agreement between the parties and neither party relies on any warranty or representation not contained in this Covenant Agreement. O GOVERNING LAW. This Covenant Agreement shall be governed by the laws of the State of California. P. COUNTERPARTS. This Covenant Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. 7 Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828.5 IN WITNESS WHEREOF, the City, Agency and Developer have executed this Regulatory Agreement and Declaration of Covenants, Conditions and Restrictions by duly authorized representatives on the date first written hereinabove. "AGENCY" LYNWOOD REDEVELOPMENT AGENCY, a public body, corporate and politic Date: Executive Director ATTEST: Secretary "J.B. DEVELOPMENT GROUP, LLC" Date: By: Javier Barajas [End of Signatures] 0 Regulatory Agreement Attachment No. 7 to Muriel /Thorson DDA 01095/0013/68828.5 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On 20, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On 20, before me, , a 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 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 seal. Signature (Seal) 0' Regulatory Agreement Attachment No. 7 to Muriel/Thorson DDA 01095/0013/68828.5 EXHIBIT "A" LEGAL DESCRIPTION OF SITE That certain real property located in the City of Lynwood, Los Angeles County, State of California, more particularly described as: [Insert Legal Description] 10 Regulatory Agreement Attachment No. 7 to MurieUThorson DDA 01095/0013/68828 5 TABLE OF CONTENTS Page 01095/0013/68828.5 SUMMARY REPORT PERTAINING TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LYNWOOD REDEVELOPMENT AGENCY AND J.B. DEVELOPMENT GROUP, LLC, DEVELOPER This report has been prepared in compliance with Section 33433 of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seg.), which provides in part: "Before any property of the agency acquired in whole or in part, directly or indirectly, with tax increment moneys is sold or leased for development pursuant to the redevelopment plan, the sale or lease shall first be approved by the legislative body by resolution after public hearing. Notice of the time and place of the hearing shall be published in a newspaper of general circulation in the community for at least two successive weeks prior to the hearing. The Agency shall make available for public inspection and copying at a cost not to exceed the cost of duplication: a. A copy of the proposed sale or lease; b. A summary which describes and specifies...: 1. The cost of the agreement to the agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreements; and 2. The estimated value of the interest to be conveyed or leased, determined at the highest and best uses permitted under the plan; and 3. The estimated value of the interest to be conveyed or leased, determined at the use and with the conditions, covenants, and development costs required by the sale or lease. The purchase price or present value of the lease payments that the lessor will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference; and 4. An explanation of why the sale or lease of the property will assist in the elimination of blight." A. PROPOSED AGREEMENT A copy of the proposed Real Estate Agreement ( "Agreement') between J.B. DEVELOPMENT GROUP, LLC (Developer) and the Redevelopment Agency of the City of Lynwood ( "Agency ") is attached for public review. The Agreement sets forth the responsibilities of the Developer and Agency and specifically establishes the parameters, restrictions and limitations of the proposed redevelopment project ( "Project'). The proposed Project will benefit the housing replacement needs of Project Area "A" and the Alameda Project Area ( "Project Areas "). B. SUMMARY OF THE AGREEMENT 1. The Site The subject property ( "Site ") consists of a 41,470 square foot parcel located immediately south of the 105 Freeway between Muriel Drive and Thorson Avenue. The proposed Project is located just outside the Project Areas. The development of the Site is regulated by City of Lynwood General Plan, and Zoning Ordinance. The Agency -owned Site (parcel number 6174 - 008 -901) is almost an acre in size, commonly known as Muriel/Thorson Site. The site is mostly vacant, with some foundation work already completed. The Site is described in Attachment 1 of the Agreement. The Agency intends to convey to the Developer the Site in an "as -is" basis. 2. Proposed Project The Developer proposes to complete construction of six (6) new single - family dwelling units on the Site. The units will be unrestricted and sold at fair market rate. Alternatively, Developer shall construct a multi - family rental complex containing 16 or 17 separate residential units, with adequate on -site parking and in compliance with City all applicable City standards The improvements to be constructed on the Site are expected to be of good architectural quality, shall be well landscaped, and shall be effectively and aesthetically designed. The total development shall be in conformity with the Redevelopment Plan. 3. Purchase Price The terms of the Agreement require the Agency to convey the Site to the Developer for a purchase price of Two hundred Thirty Five Thousand Dollars ($230,000), or $5.55 per square foot. Said consideration is to be paid by the Developer to the Agency. 2 4 Condition of the Site. Remediation of the Site The Developer shall indemnify Agency on any suits (hazardous, environmental and other) resulting from the development or use of the Site. The Agreement requires that the Developer accept the Site in "as -is" condition, with no warranty expressed or implied by the Agency. 5. Use Covenants N/A 6. Transfers of Interest in Site Transfers are permitted only as expressly described in the Agreement. 7. Obligation to Refrain from Discrimination The Developer covenants that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site. The anti - discrimination covenants shall run with the land. 8. Indemnification The Agreement contains a comprehensive hold harmless clause that requires the Developer to indemnify, upon closing, Agency from and against any claims, demands, obligations, losses, costs, damages, liabilities, judgements or expenses (including reasonable attorneys' fees, charges and disbursements) arising out of or in connection with claims against the Agency pertaining to the Agency's authority and /or right to transfer Site to the Developer or pertaining to the Agency's use or alleged improper use of the funds originally used by the Agency to acquire the Site. C. SUMMARY OF AGENCY COSTS AND REVENUES The cost of the Agreement to the public is defined as the net cost which may be expressed as the total project costs to the Agency Board less the proceeds of the sale of the property to the Developer. The 41,470- square foot Site was acquired July 15, 1987 for $210,000. In addition, the Agency spent $435,975 on partial on -site improvements. Acquisition of Site $ 210,000 Foundation /On -Site costs paid by Agency $ 435,975 Legal 7,500 Total Cost 653 47 3 The Agency Board is selling the Site for $230,000. The net loss to the Agency is $423,475 (total Agency cost of $653,475 less Developer payment for land of $230,000). Other Costs 1. Public Improvements The Agency has not paid for any public improvements related to this Project. 2. Demolition There have been no demolition costs paid by the Agency. 3. Bond Interest There have been no Agency bond expenses to acquire the Site. D. ESTIMATED FAIR MARKET VALUE 1. Highest and Best Use The California Health and Safety Code requires the disclosure of the highest and best use of the property to be sold. The estimated value of the Site, based on an appraisal completed on April 19, 2010 was $230,000. This amount was justified with the current market conditions, existing assessments, and zoning. 2. Fair Re -Use Value Under the terms of the Agreement, the total compensation to be paid for the Site is $230,000, the estimated market value of the Site. The Site is being sold to the Developer for an amount that is not less than the fair re -use value specified in the Agreement based on current market conditions. rd E. ELIMINATION OF BLIGHT The disposition of property under current law requires that the Agency explain how the disposition will assist in the elimination of blight. The Site exhibits characteristics of both economic and physical blight, since the Site has been underutilized for many years and the private market has not been able to put the property to productive use. The proposed disposition will allow the development of the Site that will result in a use that meets the requirements of the Lynwood General Plan and Development Code. Redevelopment of the Site will eliminate adverse economic and physical conditions, and generate additional tax revenues to the City. A summary of the conditions of blight and an explanation of how the Agreement addresses these conditions is as follows: a. Physical Blight The characteristics of physical blight at the Site include unfinished single - family housing foundations. b. Economic Blight There are four characteristics of economic blight at the Site: 1) Graffiti is prevalent along the fence next to the 105 Freeway; 2) The vacant parcel seems to be used, on occasions, as a dumping ground. In addition, there have been reports of heavy trash on the site in the past. Though the Agency has fenced the entire site, graffiti and dumping will continue to be a problem since the area appears to be used for loitering and other illegal activity; 3) vacancy; and 4) underutilization. The Site has been unused and underutilized for many years. Redevelopment of the Site will contribute to the economic health of the surrounding area and is anticipated to provide additional economic opportunities for the community. F. SUMMARY STATEMENT The full Agreement and this disclosure report prepared in compliance with Section 33433 of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) are available for public review at the City Clerks office located at 11330 Bullis Road, Lynwood, CA 90262. A photocopy of these documents may be obtained from the Agency Secretary/City Clerk by paying the usual photocopy fee regularly charged by the Agency and City. 5 rV , K aah,� r � ; � AGENDA S TAFF REPOR o DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY Roger L. Haley, City Manag PREPARED BY Maria Quinonez, City Clerk Cesar Ortiz, Office Assistant II C-.*. SUBJECT. Lynwood City Council Minutes Recommendation: Staff recommends the Lynwood City Council approve the following minutes. • Regular Meeting —November 16, 2010 • Special Meeting —November 30, 2010 Background: N/A Discussion & Analysis: N/A Fiscal Impact: N/A Coordinated With: N/A ITEM LYNWOOD CITY COUNCIL REGULAR MEETING November 16, 2010 The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road on the above date at 5:09 p.m. Mayor Santillan presiding. Council Members Flores, Morton, Rodriguez, Castro and Santillan were present. Also present were City Manager Haley, City Attorney Galante, City Clerk Quinonez and City Treasurer Alatorre. City Clerk Quinonez announced that the Agenda had been duly posted in accordance with the Brown Act. Item #6. PRESENTATIONS /PROCLAMATIONS • Sheriff Captain James Hellmold — Update on Law Enforcement Issues Lieutenant Chavez reported that crime is still declining and the department is progressing extremely well with the dog program and the Lynwood schools. He reported some issues with prostitutes on Long Beach Blvd. • Recognition of Firebaugh High School's Leo Club Members Firebaugh High School's Leo Club received certificates from council for their community service. • Celebrating 10 Years of Service with LA County Fire Department Proclamation presented by the City Council to the LA County Fire Department. Item #7. COUNCIL RECESS TO LYNWOOD PUBLIC FINANCING AUTHORITY 5.28 p.m. LYNWOOD REDEVELOPMENT AGENCY 5 30 p.m. SUBSEQUENT NEED ITEMS City Attorney Fred Galante stated that the following two subsequent need items needed to be added to the agenda. 1 Amendment to the Resolution Fixing the City of Lynwood's Employer Health Insurance Contributions Under the Public Employee's Medical and Hospital Care Act ( "PEHMCA ") It was moved by Council Member Rodriguez, seconded by Council Member Morton, to add the item to the City Council agenda as Item #17a. 1 AYES COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSTAIN: NONE ABSENT NONE 2. Closed Session Item: Significant Exposure to Litigation per Government Code Section 54956 9b It was moved by Council Member Morton, seconded by Council Member Rodriguez, to add the item to the City Council Closed Session agenda. AYES: COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES NONE ABSTAIN NONE ABSENT: NONE PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Gilda Acosta, representative from St. Francis Medical Center, commented on Item #14 — ST. FRANCIS MEDICAL CENTER REQUEST TO CLOSE CESAR CHAVEZ LANE TO HOST THE 2010 NUN RUN 5K- RUN/WALK FOR OBESITY AND DIABETES AWARENESS ON SATURDAY, DECEMBER 4, 2010. She stated that there is a great prevalence of obesity and diabetes in the City of Lynwood. She asked for Council's support and cooperation with the upcoming 5k run to raise awareness for combating obesity in the community. She asked for Council's support in encouraging everyone in the City to join. PUBLIC ORAL COMMUNICATIONS Frank P. Calderon stated that he felt the new Veterans' Memorial statue in front of City Hall was disrespectful. He reminded Council that war has nothing to do with children. Sylvia Ortiz stated that she is upset with the length of time the City takes to fill her public records requests. She asked that her pending requests be filled promptly and that the information not be withheld any longer She stated that she did not like the slanderous remarks about her which were stated in a past council meeting. Ernie Hernandez stated that he was representing South Bay Promotions and wanted to apply for a special event permit in Plaza Mexico so that he could offer a used car tent event. Margaret Araujo stated that she has been asking Council for street improvement on Long Beach Blvd. and nothing has been done. She stated that she was in support of the new war memorial. She asked for Council's support in citing a horse trailer on her block 2 and she stated that the property owners where the trailer is parked are engaging in illegal trafficking. She asked for Council' support in citing unlawfully parked large work vehicles in residential zones. She stated she was upset because she paid $700 for waste pick up from Consolidated Waste Management, yet her neighbor did not pay for the same service Rosario Carrizoza stated that he was the owner of the furniture store next to Mr. Padilla's furniture store and he wanted to complain about Mr. Padilla's employees harassing his employees. He asked for Council's support in keeping Mr. Padilla away from his business and his employees. PUBLIC HEARINGS Item #8. CONTINUE PUBLIC HEARING FOR STREET VACATION — PORTION OF OLANDA STREET BETWEEN STONEACRE AVENUE AND COOKACRE STREET City Manager Roger Haley introduced the item regarding the continued, public hearing for street vacation — portion of Olanda Street between Stoneacre Avenue and Cookacre Street. It was moved by Mayor Pro Tern Castro, seconded by Council Member Flores, to open the public hearing and continue it to December 7, 2010. Kim Battle stated that she did not understand what the street vacation was for and asked for clarification on this item. Director of Public Works Dan Ojeda provided a report. He stated that the vacation was requested by the church and the City looked at the facts and concluded the street can be vacated as requested. AYES: COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSTAIN: NONE ABSENT. NONE CONSENT CALENDAR It was moved by Council Member Rodriguez, seconded by Mayor Pro Tern Castro, to approve the consent calendar and receive and file staff reports. AYES: COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES NONE ABSTAIN: NONE I ABSENT: NONE Item #9. MINUTES OF THE PREVIOUS MEETINGS: Regular Meeting — November 2, 2010 Item #10. APPROVAL OF THE WARRANT REGISTER RESOLUTION NO. 2010.239 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #11. AMENDMENT NO 2 TO THE DESIGN CONTRACT FOR THE LONG BEACH BOULEVARD IMPROVEMENTS, PROJECT NO. 4011 67.937 RESOLUTION NO. 2010.240 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT AMENDMENT NO. 2 TO THE CONSULTING SERVICES CONTRACT WITH APA ENGINEERING, INC FOR DESIGN SERVICES OF THE LONG BEACH BOULEVARD IMPROVEMENT PROJECT, PROJECT NO. 4011.67.937 FOR THE NOT -TO- EXCEED FEE OF $54,100; AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACT AMENDMENT; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO MAKE THE NECESSARY FUNDS APPROPRIATION AND TRANSFER Item #12. LONG BEACH BOULEVARD /STATE STREET INTERSECTION DESIGN ALTERNATIVE PROJECT 4011 67.937 Receive and file staff report. Item #13. WATER WELL NO. 9 REHABILITATION PROJECT RESOLUTION NO. 2010 241 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE WELL NO. 9 REHABILITATION PROJECT AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO MAKE THE NECESSARY FUNDS APPROPRIATION AND TRANSFER FROM UNAPPROPRIATED WATER FUNDS TO THE WATER WELL NO. 9 REHABILITATION PROJECT Item #14. ST FRANCIS MEDICAL CENTER REQUEST TO CLOSE CESAR CHAVEZ LANE TO HOST THE 2010 NUN RUN 5K- RUNNVALK FOR OBESITY AND DIABETES AWARENESS ON SATURDAY, DECEMBER 4, 2010 Approved. rd Item #15. ONE -YEAR MEMORANDUM OF UNDERSTANDING (MOU) WITH THE LYNWOOD EMPLOYEES' ASSOCIATION RESOLUTION NO. 2010.242 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ADOPTING A COMPREHENSIVE MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY AND THE LYNWOOD EMPLOYEES' ASSOCIATION WHICH SETS FORTH ALL WAGES, HOURS, AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT Item #16. Mayor Pro Tern Castro pulled Item #16 - TREASURER'S QUARTERLY INVESTMENT REPORT - to vote in conjunction with LRA Item #3 and LPFA Item #5. City Treasurer Sal Alatorre provided a report for this item Mayor Pro Tern Castro requested that the City Treasurer provide a presentation of the City's investments during the next mid year budget review It was moved by Mayor Pro Tern Castro, seconded by Mayor Santillan, to receive and file the Treasurer's Quarterly Investment Report listed under the City Council agenda Item #16, Lynwood Public Finance Authority Item #5 and Lynwood Redevelopment Agency Item #3. AYES: COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSTAIN: NONE ABSENT NONE Item #17. REQUEST TO USE AVAILABLE FUNDS TO SUPPORT CITY OPERATIONS THAT RELY ON HIGHWAY USERS TAX ACCOUNT REVENUES RESOLUTION NO. 2010.243 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO UTILIZE AVAILABLE FUNDS IN OUR GENERAL CHECKING ACCOUNT TO SUPPORT CITY OPERATIONS THAT RELY ON HUTA REVENUES WHICH WILL BE DEFERRED FOR FY 11; PROVIDED THAT THE CITY'S GENERAL ACCOUNT WILL BE REPLENISHED BY DEFERRED HUTA REVENUES ONCE RECEIVED Item #17a. AMENDMENT TO THE RESOLUTION FIXING THE CITY OF LYNWOOD'S EMPLOYER HEALTH INSURANCE CONTRIBUTIONS UNDER THE PUBLIC EMPLOYEE'S MEDICAL AND HOSPITAL CARE ACT ( "PEHMCA ") 5 RESOLUTION NO. 2010.244 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD SETTING THE EMPLOYER'S CONTRIBUTION UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT CITY COUNCIL ORAL AND WRITTEN COMMUNICATION Council Member Morton commented on the size of the audience so late in the evening. He thanked everyone for attending. He asked that residents keep the Council informed. He congratulated everyone for helping to pass Proposition 22. He said he looked forward to seeing everyone at the next council meeting. Council Member Flores thanked everyone for coming and encouraged the audience to tell everyone what they experienced at the Council Meeting. Mayor Pro Tern Castro apologized for any confusion with the trash services offered to residents and she announced that everyone should know that the trash company provides free large item pick up for any Lynwood resident, and though large bin service is not free, coordination with the Block Watch program can help residents get a bin for the whole street. She added that the City has bulky trash days that are offered twice a year. She also added that AutoZone will pick up recycled oil. She reminded the public that the Council does not have legal authority to get involved in civil disputes. She stated that the Council could help point people in the right direction to find services but if someone is having a problem then they need to speak with the police and the court in order to file a restraining order. She further stated that the courts have free legal advice to help people fill out the forms. Mayor Santillan stated that in regards to the horse trailer on Cedar street, the hope is that the new parking permit program will eliminate those large work vehicles. She stated that she understood there would be upset residents but reiterated that the parking program was necessary She announced the upcoming Special Council meeting on November 30 and the Christmas parade on December 3 rd CLOSED SESSION City Attorney Fred Galante announced that the Council would recess to discuss one closed session item. It was moved by Council Member Flores, seconded by Mayor Pro Tern Castro and carried to recess to closed session at 6:36 p.m. The City Council reconvened at 7:31 p.m. City Attorney Fred Galante stated that the Council met in closed session and with respect to the following matters: 0 Item #28. CLOSED SESSION ITEMS A. With respect to every item of business to be discussed in closed session pursuant to Section 54956 9: CONFERENCE WITH LEGAL COUNSEL — Significant Exposure to Litigation per Government Code Section 54956.9b Provided direction. No reportable action was taken. ADJOURNMENT Having no further discussion, it was moved by Mayor Santillan, seconded by Council Member Flores, and carried to adjourn the regular Lynwood City Council meeting at 7:32 p.m. Maria T. Santillan, Mayor Maria Quinonez, City Clerk VA LYNWOOD CITY COUNCIL SPECIAL MEETING November 30, 2010 The City Council of the City of Lynwood met in a special meeting in the Council Chambers, 11330 Bullis Road on the above date at 5:31 p.m. Mayor Santillan presiding. Council Members Flores, Morton, Rodriguez, Castro and Santillan were present. Also present were City Manager Haley, City Attorney Galante, City Clerk Quinonez and City Treasurer Alatorre. City Clerk Quinonez announced that the Agenda had been duly posted in accordance with the Brown Act. Item #6. COUNCIL RECESS TO: LYNWOOD REDEVELOPMENT AGENCY 5:33 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Arthur Martinez commented on Item #7 - CONTRACT AWARD RENTAL AND INSTALLATION OF TEMPORARY MODULAR BUILDINGS, PROJECT NO. 4011.67.905 He asked how many trailers are included in the contract, how much utilities will cost and why water bond funds is being used to pay the contract. He asked the Council to make sure someone checks the outgoing city mail because he received a piece of mail that cost the City $6.49 Harry Gibbons commented on Item #7 - CONTRACT AWARD RENTAL AND INSTALLATION OF TEMPORARY MODULAR BUILDINGS, PROJECT NO. 4011 67.905. He asked if the blueprints and plans for the new building were ready. He stated that he would like to make sure that the new building is ADA compliant before the construction begins. Gilbert Martin stated that the Lynwood Sports Association has contributed a great amount to the City of Lynwood and he asked for the Council's support in repealing the $5 user fees for the youth sports programs. PUBLIC ORAL COMMUNICATIONS NONE 1 CONSENT CALENDAR It was moved by Mayor Pro Tern Castro, seconded by Council Member Rodriguez to approve the consent calendar and receive and file staff reports. AYES COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSTAIN: NONE ABSENT. NONE Item #7 Mayor Pro Tern Castro pulled Item #7 - CONTRACT AWARD RENTAL AND INSTALLATION OF TEMPORARY MODULAR BUILDINGS, PROJECT NO. 4011.67 905 Mayor Pro Tern Castro asked staff to display the plan specifications for the project in the City Clerk's office. RESOLUTION NO. 2010.245 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF LYNWOOD AWARDING A CONTRACT TO PACIFIC MOBILE STRUCTURES INC. IN THE AMOUNT NOT -TO- EXCEED $74,682 FOR THE RENTAL AND INSTALLATION OF TEMPORARY MODULAR OFFICE BUILDINGS NEW /OLD BUSINESS Item #8 COUNCIL REORGANIZATION Mayor Santillan introduced the item regarding City Council reorganization. The Council presented a plaque to Mayor Santillan in appreciation for her service as Mayor for three terms from 2007 to 2010. Mayor Santillan gave a speech in which she outlined the City's accomplishments during her tenure as Mayor and thanked the Council, City staff and the residents for the success in moving the City forward. Council Member Rodriguez nominated Mayor Pro Tern Castro to serve as Mayor. The nomination was seconded by Council Member Morton. AYES. COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSTAIN: NONE ABSENT NONE 1) Council Member Rodriguez nominated Council Member Morton to serve as Mayor Pro Tem. The nomination was seconded by newly appointed Mayor Castro. AYES: COUNCIL MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES NONE ABSTAIN NONE ABSENT. NONE CITY COUNCIL ORAL AND WRITTEN COMMUNICATION Council Member Flores thanked everyone for attending the meeting. He said he is happy with the reorganization and is excited to move forward and continue making this city a futuristic city that will make a difference He said that the Council has already accomplished a lot and they will continue to work to make the City even greater. He thanked Council Member Santillan for her service as Mayor. Council Member Rodriguez thanked everyone for attending the meeting. He reminded everyone that council meetings take place every first and third Tuesday of the month. He asked residents to attend because when they do, things go well. He congratulated the new Mayor and expressed his well wishes. He said he will do his best to work with the Council to keep move the community forward. He thanked Council Member Santillan for her service as Mayor and for doing a great job. Council Member Santillan announced that the Christmas parade will take place on Friday at 7pm. She said that she is glad for the resident involvement in council meetings and stressed that the City needs resident involvement in order to stay transparent and avoid what happened in Bell. She said that when residents speak up, the Council listens, even if they aren't able to respond immediately. She congratulated the new Mayor and Mayor Pro Tem. She said that the Council will remain united and move the City forward. Mayor Pro Tem Morton said that he appreciates his colleagues for giving him the honor of being Mayor Pro Tem. He thanked everyone for attending the meeting. He stated that the residents are the ones that the Council is accountable to and it is their job to serve the residents to the best of their ability He congratulated the new Mayor and thanked Council Member Santillan for her hard work as past Mayor. Mayor Castro asked City Manager Haley to look into the user fees for the athletics program and include the information in the next green memo She also asked staff to look into the postage error that Mr. Martinez mentioned. She thanked the Council Members for electing her as Mayor. She thanked Council Member Flores for always being there for her, Council Member Rodriguez for his respect and patience, Mayor Pro Tem Morton for his respect and team mentality, and especially Council Member Santillan for her mentorship, patience and guidance. She thanked her friends in the audience for always being there. She said she will work for and with the residents to 3 improve the community She thanked her parents, parents in law, siblings and nephews. She said she will work as hard as possible to serve the City and she is open to constructive criticism. She thanked City Hall staff and stated that it will be a pleasure to work with the City Treasurer and City Clerk. Finally, she thanked her husband Jose Castro and invited everyone to enjoy the refreshments provided by Lucy Avalos. CLOSED SESSION NONE ADJOURNMENT Having no further discussion, it was moved by Council Member Rodriguez, seconded by Mayor Pro Tern Morton, and carried to adjourn the special Lynwood City Council meeting at 6:10 p.m. Maria T Santillan, Mayor Maria Quinonez, City Clerk 4 moo.: AGENDA STAFF REPORT ,.,. DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Mana PREPARED BY: Robert S. Torrez, Assistant City Mangey Lilly Hampton, Accounting Technician SUBJECT: Approval of the Warrant Register Recommendation: Staff respectfully recommends that the Lynwood City Council approve the warrant register for Fiscal Years 2010 -2011. Attached Warrant Register dated December 21, 2010-------- - - - - -- ITEM /0 d O fD m + f n W C 7 to S m O N w O. 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CJ W IV A VJ O O W W V N 0O dD A O A O> OD N C O O O W 4J O W V O O O A V O O O N (O O O O W A O V A O N O N N O O O O A w J < O J T � nr J N A V N E n G p O C O N 7 � o O CL d N W d O N A rn m m rn rn 0 o O O O N N A A A A A m m m O m m 0 T N A W N N N N N O O O 0 O O O O O N N N N N O O N N N N N m m V O_ O O O O O N N N N N W O O O O O m 0 m 0 D O m O 3 J 0 3] O 2 J 0 D D 0 D D D N W m N N A 9 Ito T - ` A W (n r ADADADADA 0 (J m m r m m x x D (P �(!� �N �Cn�fT z 'p m m T1 O D z m Z N m $, r z z m m 0 m m D m x Z Z O z D C 0 P wm O O { n O mom N m(n U) m z O m 0 r r O CO) m M M M C a -u G) r r r r r m a m Z r Cl) x 0 CO) >1 0 0 m U) C > m m O1 n F rn S n O 6 N N � Q Ol N N j 0 CD O CO G W O D r m cn x m m w z 0 m r r O O JO 0 0 0 0 o O O O N N A W W m J V N m m m O m m 0 O O O O O O O O O O O O O O O O O O 0 O O O O O N N N N N O O A m m V N A A W m N N N N N N W - I � A m N - � �� - i � m 0 m 0 D O m O 3 J 0 3] O 2 J 0 D D 0 D D D N 9 Q M D D D 9 Ito T - ` A W (n uN Z W Z ADADADADA 0 (J 00 V Z m �O Z m o m �O (P �(!� �N �Cn�fT O 'p m m T1 <D G) A 3 W m r N K) 6 D A >A D 4 > 4 D D N T O_ ?1 $, r m A m A _ _A 6, m m m (T m m N m 0 z mom O b>OmOm O N m m O O wm O �fn co OC O Cm N C C-uN C-0 n O n N 0 0 0 0 0 0 0 0 o O O O O A W W m J V N m m m O m m 0 O O O O O O O O O O O O O yF O O O N O O N O O O O O O O O O O N N N N N O O A m m V N A A W m N N N N N N W - I � A m N - � �� - i � m 0 m 0 D O m O 3 J 0 3] O 2 J 0 D D 0 D D D N 9 Q M D D D 9 Ito T - ` A W (n uN Z W Z ADADADADA 0 (J 00 V Z m �O Z m o m �O (P �(!� �N �Cn�fT O 'p m m T1 <D G) A 3 W m r N K) 6 D A >A D 4 > 4 D D N T O_ ?1 $, r m A m O m _ _A 6, m m m (T m m N m 0 z mom O b>OmOm O N m m m m O wm O �fn co OC O Cm N C C-uN C-0 00 O mom N m(n O D N W m �o O-O O O O O m r r O m m M M M C a -u G) r r r r r 7 Z r Cl) < < CO) >1 0 0 (n (n Cn fn (n C > m m n C = m M M D > O O O m m r � m m m W W J D O O O� m m N N m N N A W W W m A A 90 m N W A N m N m O m J O N N C m O O m ip m f0 W m O f0 N m IV m m O O cc w W m W O W O m V (D N A m m 0 » . te n J N . O O N V N a E CV: C O C r- : r s CD o o CL d IC A ~ � � CL \ �/ §i T n. \) \( (/ } } \ }\ \ }) \()\ §§ $o; ,., )§$§ §) q§ 7[ // y 2 ) y ° d \k _ 20 > CD °) �) — — _ cn -u -u o ; m \ m cn 3 @ § [ [ cn -n _ 0 $ 04 ( ( \ 0 ( — § ( § j 3 S f § § 2 j 0 > ¥ ~ � � CL \ �/ §i T n. / \ \ ( ; \) \( (/ } } \ }\ \ }) \()\ §§ $o; ,., )§$§ §) q§ 7[ // y 2 ) y ° d \k _ 20 > CD °) �) — — _ cn -u -u o ; m \ m cn / -n _ 04 ( ( \ 0 ( ( ( ( co w to / \ \ ( ; ,> a » Ln Q j \\ 0m co 2 }/ CL FL \) \( (/ } } \ }\ \ }) \()\ §§ $o; ,., )§$§ §) q§ 7[ // y 2 ) y ° d \k _ 20 > CD °) �) — — _ cn -u -u o ; m \ m cn / -n _ 04 ( ( \ 0 ( ( ( ( ,> a » Ln Q j \\ 0m co 2 }/ CL FL N J N N N O O O W O n n Z O z m z n Z O D r rn m 0 m z n N J m N N N O O O O N W n D r m m m m J O N N N O O O O O m N W n D r O m O z m D A r z m m J 0 N N N O O O O O J f0 m D r O m O z T 37 D Z N N O N O _ o m p J p � W � A 03 C3 m m 00 O fAp N Z T 0 O O O O p O o O O N N N N N o m O O O O O 03 C3 00 O N N Z T 0 77 00 W W N J J t0 A O O = F J A O O Q (D N � O Q N W j O � O O f N = m a O n O m O 7 O N O ft N N N N N N N O O O O O O O 03 C3 Z Cq Z T 0 77 D m D O O D W z D D m m p p N Z W O (!l O Cn OCnO CnO (nO (n (nO Cn to c W pi m K m 2__�2__�'2cnSN 2 c O (P D m z 2 D N O T O O R7 W 77 O m W 3! m m (!, m N m O p O p O p O p O p O p 0 p fp fp cm co r cn O A A omo m z (t) mp7 A A A A A A A 0000000 m m m m m m m z m m cn � —i Cl) v7 Cl) Cl) O cn cn 0 0 0 - M o 0 0 0 o o o m o o 0 0 m o Z m m m m m m O o O m m m m m m m m m m m m 03 C3 Z c Z m m o mo m 3 o momo momo mo mo m IV IV m 37 �7 M c ( 31 01 71 31 77 310370 71 n W J p A 0 0 0 p N Z W O (!l O Cn OCnO CnO (nO (n (nO Cn to 01 pi Oi o O m o O 2__�2__�'2cnSN 2 N O (P z m z O m m M m m (T A A m W W 31 N O T (n O p 0 p O R7 W 77 O m W 3! m m (!, m N m O p O p O p O p O p O p 0 p fp fp cm co r cn O A A omo m N fo (t) mp7 A A A A A A A 0000000 m m m m m m m y m m cn � —i Cl) v7 Cl) Cl) O cn cn O m m N fT m fT p m m p m z m z C D G) - 0 0 0 O p O O m 2 O O O O M 0 n » 0 0 0 O O O O O O m m m m a m w v m m M J n J S N . 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CD N v d OT j N j O O G o d rn 3 J G J 01 n CO) O m z O z m m X z O z n 0 m m m w w m o i O A 000 J O 8 m m O N N A J CO A N N O O W dj � p 0 j m � O O N A OD CO O � e O N m m rn ° rn m rn m o m rn rn 0 O O O O O 0 0 0 0 O O 00 0 m N m (O tD N rn rn rn rn J J J 00 omom 0m 0000000000jo o 0 0 0 oA c M. m m f J W A W O m C A m A m A m A M b, m,, m 77 in m N N N J r N N J J O J O W 0w cn cn O W z z O m o m o c_n o U) o Cl) co o u) o u) o r m 0 mm m m m m O m G bm y m N N +�Nm N A N N p O O o m O O f a) D j D m N (n O(n N(nN no z Z A Cn 'z z N N m N m N m N m N m N ' m-i N N d m m m 0 O -i z x m < < < < c m m m m � n a z r z z Cl) O m m m m m z z O 0 o 0 o o 0 0 m m m m d m N A A A 00 — N N N N 00 00 3 O W J N N O O 00 —4 N J � A O Om 0) OI rn N N O N N O O (!� J W <p J rn N N C 0 0 O co O O (0 0) — 00 rn N rn G O O 00 0 0 0 O 0 00 0 0 0 O O O 0 O 0 0 m .�.. J d J N y s O O N V ol E n p O C n G N 7 � o o a v d d E m N N O A N N N O_ O O O N (D J N m N m Z O N D 0 C m r Z m 0 O_ N O N O O N N O W N N N O_ O O O N N_ O m m D N D 2 D x f D o O_ N O N O N N N 0 W J N N O N N N O O O O J V O m T F m m Z O x 0 O m m v A N O O O m N N O N N N O_ O O O W O 0 w x 0 N O z cn x C 0 z N O m N O N N N O_ O O O O N W v m N 37 D rA r m D O Z N rn N A W N N O m � C W A S F O O 6 N N � � Q 91 N N O O N O G O O O � m D v O m 9 D z 0 C N Q 0 0 O O 0 0 0 0 O O 0 N N N N O N O O N N CA O O O O O O O r < O D c K m m A O W O W O A A p O N N 0 O O O-0 O CD N c 0 c (n O O O O m e N 1 m m N* N N O O co co �O 37 �O 37 O O) J J J O O O O O J N X N N x N x (O -i -- I - i -i Om O O K 0 N N » m m m v m m m W O Z m 0 0 z O N O ft 0 0 o p o D o 0 o D o o m o p o y o y o � n � r � r LJ W N N Fp W W N N CJ O W O n A D N A m N M CJ N G N O O W W W W r < O D c K m m A O W O W O A A p O N N 0 O z O-0 O CD N c 0 c (n m Z m z O m 0 m m z z O m 0 M m m N� m e N 1 m m N* N 2 N o N Z O O co co c 0 3] �p 77 co co �O 37 �O 37 0 D o m N o 2 m o v N o o 0 0 �o O (O Cn W N O(1) W N N 31 D O N X p N x N x (O -i -- I - i -i Om O O K 0 00 » m m m v m m � D z Z m 0 0 z z z z z c ' o x v v v v m z m v 0 0 0 V » o (7 o p o M m m m O m < m O m m .. .. .. 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CD N N N N N N N N N N N N N O V V V V V V V V V V V V V <O f0 f0 t0 tO �D (O f0 (O fp f0 (O W aD W V Ut V N A W T A W N W� Q 0 0 0 o O o 0 0 o O o 0 0 O O O O O O O O O q O O O O O O O O O O O O 0 0 O O O rn ° rn rn rn ° rn rn rn ° m ° m m rn ° rn rn OD N W aD W OD OD OJ N W W Oo W (T ut W Ut N N N W Vt N O N O m — O — O - 0 O O m o m O T O T O T O T O T O T O T O T O m O T O - n - - n O T T T m T r T T T T T �. m .. m T— T W W C N N iV &) K) &K) &) K) w NwN w N w iV &K)w O O z N O N N N N N N p (T N (P N Zi W W� N m N m N m N m N m N m N m N m N m N m N m N m N m A O O O O O O O O O O O O O J O D cn m <n m N m N m 6 m t M m m w 6 w N m 6 m N D mma ,mmmmm�mmmmmo,mo,m F 0 020 2 0 0 0�000202020 0 0 2 0 � 0 0 0 Z D v N D� DN 31N 31N 31� D� ]7N 77N 37 77N 31031N 37 v v v o v v v v v v v v O (n w w w w w w w w w Cl) w w D 3 3 3 3 3 D D D D D D D D D D D D D O D D D D D D D D D D D D D z G7 Gl G7n O O L7 �i G7 W G7 L7 L7 c K K 3 K K K K K K K K 3 3 m m m m m m m m m m m m m m ' 0 ft 3 O C J J N . 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O O N V O N 9 n O r` n < N � 1 o � O N Q v d m W m m N N A N N O O O m W O O z m m r r z n 0 0 N ( N 00 N N O d O n J T tJ1 N N N O m N N j N ( 0 co N 0 j O O O O O O O O � J W N O O O D N N ( W O m O m <n� N �D�wu O O c z z C3 O n N m w O O M D m fcn rn cn 0 m 0 z O O O O U) D r O m z d O W A A r 7 < W O N Z ? m (n Cl) m Z ( G n of 0 2 Cl) z C { D D Fn A N fn A m m m O W J o = N V m co V m m N N A N N O O O m W O O z m m r r z n 0 0 0 0 o O o 00 N N O d O n m C p m N N N O m N N j N ( 0 co N 0 O d O O m V o O m m cn J O J W N O C O D N N N N 0 0 o Ip cnz r <n� N �D�wu O c to z 0 cr N N N N m w O O O O W fcn rn cn 0 D O O O O m O 1 m d O W A A O 7 O D W O N O w W m m ( a m of 2 2 2 D C { D D Fn m m m o = m z D N O U) O G z m G) 0 O m m r m m m co m cn 0 0 0 0 o O o 00 N N W W O n m co m m m m m N m A A m 0 0 0 0 0 0 0 m V o O m m cn J O J W N O C O D N N N N 0 0 0 0 0 o O o 0 o O o T m m m m m m m m m m 0 0 0 0 0 0 0 0 0 0 0 V o z V o O m m cn b> m mCrn C mom 0 O_ O_ O O O O D N N N N N 0 o Ip cnz 2 D <n� oCoC �D�wu c 0 c to z 0 3 (O (O W A m W f0 W W W fcn rn cn 0 D z z 0 CD O x 2000 00 ° D °( °D °D Ntn °m - 0 � -0 — p] D � z z nmiU) � m � m O Of � wmia m N x N 9 W IT N m r O A m AAA N D N D A o cn O m m O Q' m O co LJ om m o W o D J o ? z m j m A m cn A A oao V o z V o rn Dm D m m cn b> m mCrn C mom 0 m T. m cn W m W m m O D O co O-0 O v o m o m ° m ° m 0 o Ip cnz 2 D <n� oCoC �D�wu c 0 c to z 0 3 w U) — cn V J A A m m m m m z m fcn rn cn 0 D z z m O 1 m O O O D0�. 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W OD v O fD O � O N C) O a I� s O� r Ocf) ]7 A A m C3 A m ]7 D ° O 3 CO) JJ z m -n O D N N T N frfl O 37 N N O D D Z N 0 AO 0) A { N U) D L U) O O cn m V 0 U (Oil m O( p 0 p 5 O M m 7 m m e m T T rn z m Z m D N Z N m N N N 0 m J O m O N N Z A O O O O O K N <O O :0 O O 0 N Z 0 c 0 O_0 O D N 0 O� 0 7J C D to O D c 0 m z m O z rn m z m o D T o m z m z 1 1 9 -1 1 1 -1 -I v 1 O O O OO T O O O g O T O d d d d N D d d m C d Z d 0) N N n N 0 N 0 cc O O t0 (D f ( N N W W N ( 001 G O O QI W O O O O W W O O N N N N O O O G co A A 00 W 0) V V 0 O co IO c0 O O M w O 0 V V 0 O 0 0 0 0 0 O co W W 00 W J O J ? N w O r O N V N M m n G 0 y0 n r s 3 � o a V d O O N ( ( O f N N t J O N C O. ( f N N U (�Ji A A 0 A W N O (O Ou N N N N N N N N V N N O N <p A ( O C CL O O O 3 D I 'O O O O O O O O O O O O O O O JJ 3 r m W A m m t A W m Cl) N O T D Z O ( n W A m m D D G F D D D_ r � { - n m z 0 O O wu m z D M) m z m z D (D O 0 N X) Z O m O 0 C D m co Z D N 1 < R" D z C Z F :0 co m 37 O c rn z m < { D r z m O m O < O O A to N 0 (\ O � A N N O O O � O N C) O a I� s O� r Ocf) ]7 A A m C3 A m ]7 D ° O 3 CO) JJ z m -n O D N N T N frfl O 37 N N O D D Z N 0 AO 0) A { N U) D L U) O O cn m V 0 U (Oil m O( p 0 p 5 O M m 7 m m e m T T rn z m Z m D N Z N m N N N 0 m J O m O N N Z A O O O O O K N <O O :0 O O 0 N Z 0 c 0 O_0 O D N 0 O� 0 7J C D to O D c 0 m z m O z rn m z m o D T o m z m z 1 1 9 -1 1 1 -1 -I v 1 O O O OO T O O O g O T O d d d d N D d d m C d Z d 0) N N n N 0 N 0 cc O O t0 (D f ( N N W W N ( 001 G O O QI W O O O O W W O O N N N N O O O G co A A 00 W 0) V V 0 O co IO c0 O O M w O 0 V V 0 O 0 0 0 0 0 O co W W 00 W J O J ? N w O r O N V N M m n G 0 y0 n r s 3 � o a V d O O ° o rn rn rn m rn rn m J O N C O. N N N yU j N V N N � j O O � V N N O N <p A ( O C CL O � O N C) O a I� s O� r Ocf) ]7 A A m C3 A m ]7 D ° O 3 CO) JJ z m -n O D N N T N frfl O 37 N N O D D Z N 0 AO 0) A { N U) D L U) O O cn m V 0 U (Oil m O( p 0 p 5 O M m 7 m m e m T T rn z m Z m D N Z N m N N N 0 m J O m O N N Z A O O O O O K N <O O :0 O O 0 N Z 0 c 0 O_0 O D N 0 O� 0 7J C D to O D c 0 m z m O z rn m z m o D T o m z m z 1 1 9 -1 1 1 -1 -I v 1 O O O OO T O O O g O T O d d d d N D d d m C d Z d 0) N N n N 0 N 0 cc O O t0 (D f ( N N W W N ( 001 G O O QI W O O O O W W O O N N N N O O O G co A A 00 W 0) V V 0 O co IO c0 O O M w O 0 V V 0 O 0 0 0 0 0 O co W W 00 W J O J ? N w O r O N V N M m n G 0 y0 n r s 3 � o a V d O O C 0 J J O N C O. N N N yU j N V N N � j O O � O O O O ( O C CL J O 0 O 3 D I 'O O C7 p w D O JJ 3 r m z :o -4 m m Cl) D Z n O � O N C) O a I� s O� r Ocf) ]7 A A m C3 A m ]7 D ° O 3 CO) JJ z m -n O D N N T N frfl O 37 N N O D D Z N 0 AO 0) A { N U) D L U) O O cn m V 0 U (Oil m O( p 0 p 5 O M m 7 m m e m T T rn z m Z m D N Z N m N N N 0 m J O m O N N Z A O O O O O K N <O O :0 O O 0 N Z 0 c 0 O_0 O D N 0 O� 0 7J C D to O D c 0 m z m O z rn m z m o D T o m z m z 1 1 9 -1 1 1 -1 -I v 1 O O O OO T O O O g O T O d d d d N D d d m C d Z d 0) N N n N 0 N 0 cc O O t0 (D f ( N N W W N ( 001 G O O QI W O O O O W W O O N N N N O O O G co A A 00 W 0) V V 0 O co IO c0 O O M w O 0 V V 0 O 0 0 0 0 0 O co W W 00 W J O J ? N w O r O N V N M m n G 0 y0 n r s 3 � o a V d O O m N N rn N N N N O O O O O W D z D m m 0 0 O z O N � O N N N O O O O O A N D 0 m D z 3) D D 0 N � N N (O 00 N N N O_ O O O N O co O z D 0 m z G) z m m z N N N V N N N O_ O O O O O J W O m m m m 0 m v O A m N n 0 rn 6 m Kj N N � Q 91 N N O_ � O N CL N 0 N 0 O 1 00 m m O z D v m r r r n c m O m N O aoD a m �° ° Z ° K °OOOOOO O 0 O_ ( _° D , D m m m m m r m m m m m M N m N 3) A O N { jV O O N C O C D J G) p) J A0-1 0 () N m N m N m N m W Z O U) O) U) m (n m° m° A x W m m Z o W rn W r __ ? A w ? m A. c°i C N C m C N C N) O o z Gm <N < o N 0 R^ J G) A D N T N G) m v N V m� m v N C G O W< o n O= O r O r O r p r p m o m o m O 0 < f D N m N C N U) m c N� N� N z cc ]) z p n < V N G) 0 m G) w m m r 0 m O < 0 0 o G) o M K W o U) d d d D d Z d d J m m W m to D N T A O O O O O O O O O � O o 0 0 0 ° m ° rn ° ° rn ° rn rn rn 0 rn rn rn N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N O O N N N N N N N N W J J W W (D f0 <D O 4 D O O N aoD a m �° ° Z ° K °OOOOOO O 0 O_ ( _° D , D m m m m m r m m m m m M N m N 3) A O N { jV O O N C O C D J G) p) J A0-1 0 () N m N m N m N m W Z O U) O) U) m (n m° m° A x W m m Z o W rn W r __ ? A w ? m A. c°i C N C m C N C N) O o z Gm <N < o N 0 R^ J G) A D N T N G) m v N V m� m v N C G O W< o n O= O r O r O r p r p m o m o m O 0 < f D N m N C N U) m c N� N� N z cc ]) z p n < V N G) 0 m G) w m m r 0 m O < 0 0 o G) o M K o o U) d d d D d Z d d J n 1 N w O J Q N A V O N c n `G p 0' n 7 � o � O . a V A N O A A D J J O O O W J W W 0 O N O (O G O 00 J V l N V J a) W I m V N A O O O O V J 0 U) o W N A m O O W A W A -4 V J N fV C O V cc w N A 00 co V N 0 0 N 0 N w J n 1 N w O J Q N A V O N c n `G p 0' n 7 � o � O . a V A N O d O m N) N N V O N N O O O m N rn m N N rn A N 0 O O O rn O N V D m m m N N rn W N N N O O O_ N O N D x O z 0 O d m N fCf � N N d O 6 CD N N O 6 d N � � O � O O ( A C O. � O J n J N w O J 0 N V N E o � ? 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O o C7 O o a o O r n rn rn rn N r z N rn W rn 0 0 0 0 0 0 o o CL � O O O o o O o 0 o O o 00 rn rn rn N N N N rn W rn 0 0 0 0 0 0 0 0 0 0 0 O is y N is �_ w K N N m J O m A O O N 0 W O m W O m N N V C Z O O O N Z N Z A m 0 N rn rn rn V J rn T rn W V N m Z N rn—�m� Z Z N W N N N V N N N W ( rn J J m m ao ox o f v O a � r rnmm Co — 0 - v — 0 — () Acn x N o o< N r 0 r O a o 0 ° O 0 0 0 0 0 D o o d m m CO T m O O A A N N m m O is y N is y N is �_ w K N N m J O m A Z 0 W O m W O m W W N rn x V C Z m O N Z N Z A m W W W W m Z O my 0 0 o mx my N m Z N rn—�m� Z Z N W m N rnZmZ O 0 N V N< 0 x N N 0000 (n O O o o m m ao ox o f N o n n N Cl) N C l) N N x O Z N c N 0 N N O N< O C m m < i 1 m z O < < m m x m m m c 5 5 O z z z z x x m m m D O C O O m r O O O x O Z O O o O W W V V D W J N N 00 V J V V J W 3 O N W N 00 co MN N N N GI N V J W A 0 O V V 00 O N N fG (O (D fp O V N L G O C O O 00 O t� t0 0 0 m 0 A 0 N m N 00 01 rn 00 O O O O O W 0 d 10 d N J rn N N J N N N N O O O 0 N_ A 0 O W z N z z Z O rn N N J N N N N O O O 0 N J m O w m 0 O W z U) O z m N N J A N N N O O O 0 O O 0 O z 0 rn m W N N N N O O O 0 N N N O c z n z D v D Z m rn N N N N N O O O 0 O W O c z O z m N w JJ D z z D 0 0 0 000000 0 0 o O N N N N W N N O N N W N O O N 0 0 0 0 0 0 O O O O W O m M o= N v W O N O O d N o N 0 N O N O O N N O N 0 0 O O O O J N N W W W w w W fD fD J O N O 000000 O O N O 0 0 0 000000 0 0 o O N N N N N W N N O N N W N O O O 0 0 0 0 0 0 O O O O is c O Z m M o= O_ O_ O O_ O_ O_ O_ O_ O_ O_ N O O d N o N 0 N O N O O N N O N 0 0 O O O O J N N W W W w w W fD fD N O N N 000000 O O W N v 0 N 0 0�0� 0000000 rn O d N � K - W W F O C is w _� N— N m m m m m m m 0 0 0 0 0 0 4 is c O Z m M o= m e 0 77 N Q L W Ul W W N N (J � d N o N 0 N O N O N O N m d Q N 10 J O N N N N N N N 000000 m � O O cD N N m o wu N G N N N N N N D N N O Z O Z 00 f N N CL - O O O O N r O 0 OONONNN S O 0 O 0 co V D z z v o z O m rn m m m 0 m K m O z K z o O D O o v r ID d N bi --I � m m N = n C D_ O O z N c D O o 0 A N t N n W N v 0 N 0 0�0� 0000000 0�0� om o0 om K - W W A m N is w _� N— N m m m m m m m 0 0 0 0 0 0 A y A y O r 0 r is c O Z m M o= m e 0 77 N Q L W Ul W W � A N O O r j j m - (J � J 0 0 0 �I -j A o N 0 N O N O N O N m N 2 N 2 D O O ° (n N m o O m 0 m cD cD D N N N N N N N 000000 m J O V O mom O ° X O cD N N m o wu N N N N N N N N N D N N O Z O Z 00 f N N m - O O m T O O z m n 0 OONONNN m O 0 O 0 co V z z v o z n n m rn m m 0 v K m Z z K O o O O z Z O o v O D ID d d bi --I � m d N = m N O (D N N a 3 0 C J n � S O r O N V O OI c 7 r � � A o � o CL L d O R N N W W � O A W W fD O O N N N A 0 0 0 0 0 0 (D W N O O N N O tD Dl N O N N ID N N N O W W W O W N N N N O W ID <O 00 O m N N N N N N Co O N O O cc O co co 00 0 OONONNN coo tD O 0 co V a 3 0 C J n � S O r O N V O OI c 7 r � � A o � o CL L d O R N N v m m N W te J n C O (D m V O) G CL C N N N N N N N N N O 0 r D V O W m m 7 j W J CL N _ O N � 0 (n w cn w O c - m D r D n �Di O r c D Z 2 D T c <_ :0 O O O z r D _ Z Z w D r m m A A A A w W W co w m O O O m j m m m W W W W m W A 0 V J (D co (O 0 N N N J NO m W m (D 'i 0 A W m m A W W O (O m m m `G O M O 0 I- s CD o o CL m W m T N 0 O T W T W O O � N N N N N N N N N N N N (0 V m m (p J Vt N N O O m m m m (n N m m m V N m A N Vt J Vt m N J (n N W N J J m m [n A Z A Z O Z° Z° Z N Z o Z° Z° Z Z Z o Z° Z Z CC ° ° D° D (� r T T r T T T T W N T T T T A m 0 0 A 0 a 0 A O 0 NCl) m A D om m O O O A A A O m O A 0 w Dm�J�m D �N� V � � �N 90 ZJ O n (n G) V O V O p' �_ 4 m m N D vu (n ��D 7oo7o cn �po�N �(n u. 0 u. m x (m0 mCm c 9 9 4 2 m m m m m m m m m m m m m 6 m m m m m m m 6 m Z A Z N Z Z A N Z O Z Z A Z Z m m Z m A m m N N a N N Z Z Z N N N m ono n n Z 2 = 0 O rwrmr(nr(nrorNrm ror(nrwr(n r o m m cnrm r m O O . 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O r O N cn A V cn M E .t, G p O n r s o O M CL d 10 N N A J J W J J O p W 0 O A J J O p N i O O � rn rn rn Ut C N p 0 d A O O 0 0 0 0 0 0 o O o 0 0 o O o O O o o rn rn W W A N N N N rn rn W O) rn O O O O O O O O O O O O O O O yG N N N O O O N N N N N 00 rn W J W rn rn O O J J (!� N rn J J J W N J J J A rn OD N J N J V J Ut A rn J W W W N Oo W N D A D A D A D - 0 0 0 0 rn C A C N C C lV N o v o m o m o= o T - D o x 0 x� D N z°? v ?� z o N m b, X Q r m z z z T m T x � xTSm 2 D J D J D J D 00 (n C7 O m W W TA W m N rn- O O 7J A OrnO AOA OA N J rn 7J p M O i A 5 W L7 J L7 Z m 3 A O T p T O T p T O o�QrnOm O g T Q om 0 C m N O O N O (n O 37 O 7J 7J O b)m b)M, ` 77N 31N 37N D N �p -u rn rn�m���m O -, DJ �A n m m b)m N x"zN z zN D O O O O O n O r p O t 0 co Q mco O G 0 O- O O O S 2 D rn z m N cn N mNma Ut D O 7] O x f0 � u, (�v, DNDO D r r rv' O C m N m m m N m o D D w m m 9 D < z z J3 D D D D Q o Z O Z c ccn u � m O O O O m y O O O O c !-, p p m m r p T T T T m y x Er 91 � XI Z D _ O J m O O co 0) N N OD N W W G rn OJ rn O O A A f0 f0 (0 (0 W A Vt C rn m W co cc W Ut W O A N J W O O O m 0 0 i co 0 rn O J W A O rn w J n cn N . O r O N cn A V cn M E .t, G p O n r s o O M CL d 10 N N A v d m N V1 � N] S 4 J W CD W N O A a O N CL O~ J DD N N N N N N O' V N O_ N O_ N O_ N O_ j p N F 0 N N W O 0) O W j O 0 m O A O 2 m D C C r v m { Z n O m 0 m O � -4 D Jml cm m n Z j W z m W D n m m -+ r r Z O O O O O w o 0 0 0 0 0 0 0 o N N O O O O O O O O m m m W 0 A N m m m m m m O m O V7 O 0 -4 W W W O O A = G N (Wn O a O C + C1 r S 7 CD O r N O. 0 0 V 0 0 0 0 0 0 0 0 0 0 N N m m N m m N J 0 m 0 o m m v 0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O yF O O J_ A O O N N O O O m m W V O J m m m A N (O N N N m J m m m m W O tD V N J O V o yo OC ' o 3 ° W ° (DD � m�0 � m�mO 1 m—T_�?i, u m�-n m , 0 � co � m � rN w�LD�Ap An W C7 I W C7 UN 77 A W m o m $ O N 0 N D N D N D N m p m o omNDNmN D N V J 'a i. W W W V W O N W O W W " N= N O Z O Z Z Z Z (n Z O� O� O� N C N C N� O C N�- C O O m t 37 m O W m m Z G) m-u m m m M m m m 0 o p m D N A D m m m N cn N W N W m� N� N D N� N W N r N W N 7 m N O N f o w r o C O C p C o O_ 0 0 o C o o C O W O o O O tO m m mN <� mN v� mN U O- O- O- O W N W O O N W O N W O V N �� N ]] N O C 3 r r r C r r W O O W ( f Cl) an (mn cn m n A m z o m 0 0 D'T 70 m d m io m w N mAm O W D N A O W O O O O Ja OD cO L) O iO -+ m <O m W 0 0 :.l in m » N O O W (D J V m A W O A N O O m m N cn CL \ § CL = \ j 3 \ 2 / / / n ( ) 2 ) \ \ § _ 2 m 2 § j [ 7 ƒ g o m z 5 = § ® % - n 70 W- ( 2 , , 5 R - _ 77 a 0 \ \ j \ \ \ j \ \ j j \ \ § m?§ ®m?`� 6\)) ( +)*@ § �) §2 }d\ \§\ \) cn U) §§\a \ )k j) 0 \§[ 0 §a\ 7 ;o %o »§ _ §G) 0 \ a / ° ° 0 \) } _ \\ \j \\ \ \ , , _ \ \, ) 7 2 § § , @ Q m Q Q CO) ; k > k } ( .. ¥ � N N J N N N O O O O O W A N C D Z O C m rn z n N N m N N N N N N O_ O O O N O N m m r Z m m m C7 S z O 0 O m m z 0 N N N O A N N N O_ O O O W W W V r r D z c G D c D z m � d N O 7C O W CD O A N w N Q d N � � O � O m C O. � O D O c m N W 0 O z z { r r J � n 1 N w O J N A V N m v O m N V N cn N cn - m � D o o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O m o C m - O m A m A m A C A C? C A C A C A C A C A C A C A C IV C (J N NM N N A A A ? A A .P ? A A S S 2 2 2 S S S S 2 o D N J n' O O N N N N N N N N N N O{ O{ O{ O{ O { O{ O{ O{ O{ O { W O cn rn w z m o m v m v m m � rn rn o o m o m m om m N � N N 0 N 0 N 0 N O m ON O N ON ON ON O O O ON 0 N N=] N o (O N N n N > N N N D O O O O O O O O O O 0 O N > D 7] 7J 31 3] 31 31 31 9 70 J O m m m m m n 1 3J m m m m m m m m m m m m m D D O O O O O O O O O O m i c c c c c c c i N N o c c c o 0 J O tO OD J O f0 t0 A OJ J O O �� J J T f0 V N J W T (O W tD N `G Q W W W N m J A J N V O O) O N N O O A N W W OJ J W J O O O O 0 - V O J N J m N N W A O 0 O 0 Z c r s o O y CL 0 0 0 0 0 0 0 0 0 0 0 0 0 v T W N O W O N m N N O m N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 N 0 A O N N N N N N N N N N A W O) A A A A A A A A A A W v O m N V N cn N cn - m � D o o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O m o C m - O m A m A m A C A C? C A C A C A C A C A C A C A C IV C (J N NM N N A A A ? A A .P ? A A S S 2 2 2 S S S S 2 o D N J n' O O N N N N N N N N N N O{ O{ O{ O{ O { O{ O{ O{ O{ O { W O cn rn w z m o m v m v m m � rn rn o o m o m m om m N � N N 0 N 0 N 0 N O m ON O N ON ON ON O O O ON 0 N N=] o o o= o = 0 2 0 2 0 2 0 2 0 2 0= 0= o= m N n Z > r r r r r r r r r r m D O O O O O O O O O O 0 O N > D 7] 7J 31 3] 31 31 31 9 70 (n m m m m m 1 3J m m m m m m m m m m m m m D D O O O O O O O O O O m i c c c c c c c i N o O o c c c o 0 W J r O O t0 A (T W A N W A A N N W O O N J J T f0 V N J W T (O W tD N N N O O W W W N m J A J N V O O) O N N O O A N W W OJ J W J O O O O 0 - V O J N J m N N W A O 0 O 0 3 O C 9 m N N V N m rn m m O N O t 1 N N I N N I O O < O O < m m i J N f n D S � D I r 2 n n i f D m 0 s c c I 37 31 37 D N fD N N O O O O O O O O O N A W N N N N N N j N j j N 0 Q N N + W O O O O O O o O O o n ° o cl o M O m c m m � W + o m c ( D O C D W C Z � IJ D S 2 S N 0 D D D o = z z z r ' n c l 7J 9 C3 j z W D 0 03 0 m z D ) -Di m m O N O t 1 N N I N N I O O < O O < m m i J N f n D S � D I r 2 n n i f D m 0 s c c I 37 31 37 D N fD N N O O O O O O O O o J 0 A N A A J N i r 0 Q N N + W N N O O O O A A ( A O N A C7 A � O � m g 7 G O n fD m 0 a N O m N W m C m C m C m e m C m C m C m C m e o 0 W N CO 0 03 N d N 0 C W C N N W N 3J 7J D 77 D m 31 D 7J O fU N IV M N K) N K) N N o a o n o a o n o a o n o Q o n O n o W N W» W N W N W N W N W N W N W N D O O O O O O O O O 0 O J C O tJD co ( J m J co A O W W A m N m m O� O O O O O O O O O _ D 3 A A m m A A W W P+ O O O O m m N N N N N OD m O O OD m O O O O O O N N W C N N N N t0 (() W W w N O O 00 G O m m » W m 00 O O 0 m W W W W 00 00 N N 0 O � S N y i O J O N V N 3 n O O C C) K m 7 � c r O CL 01 1D N N aD o m o J 0 O. J N i r 0 Q d � J o n ° o cl o M O D A O D O 0 o � A C 7 ' n l 7J j z 0 c ) -Di 7 DO `m cn � z n n A C7 A � O � m g 7 G O n fD m 0 a N O m N W m C m C m C m e m C m C m C m C m e o 0 W N CO 0 03 N d N 0 C W C N N W N 3J 7J D 77 D m 31 D 7J O fU N IV M N K) N K) N N o a o n o a o n o a o n o Q o n O n o W N W» W N W N W N W N W N W N W N D O O O O O O O O O 0 O J C O tJD co ( J m J co A O W W A m N m m O� O O O O O O O O O _ D 3 A A m m A A W W P+ O O O O m m N N N N N OD m O O OD m O O O O O O N N W C N N N N t0 (() W W w N O O 00 G O m m » W m 00 O O 0 m W W W W 00 00 N N 0 O � S N y i O J O N V N 3 n O O C C) K m 7 � c r O CL 01 1D N N aD m m ( O V fop N O N c n A 7 ( ( I N N m m m O m m N A W N N N N N N j N N (0n (0T al (0T r m m N 0 0 O O O O O O O O O O O V V O O O O O O O A A V T m ( W f (n M 7 0 ' 0 to <O A ( A W (0 N ( N D 0 Z O O D mm Z r N 3 D m Z O 00m M < 1 < O w n A m = cn D T. w 0 n m c m m Z m D Z O r O K M D m m ( O V fop N O N c n A 7 m m m C m C C3 CL N C3 CO a) co W m 03 W (0n (0T al (0T r m m N 0 0 N m d O O O O O V V O O N m O O A A V T m ( W f (n M 7 0 ' 0 to <O A ( A W (0 N ( N O O m D mm tp (O D 3 D m Z v_ D r 00m A < 1 < O w n A O O Z Cl w 0 n C m m Z c m m Z Z O r r Rt D D O O 0 m m m m m m m m m m C m C C3 @ N C3 CO a) co W a) 03 W (0n (0T al (0T r m m N 0 0 N m 0 ml O m m O O O V V O O N m O O A N N C V N N Oo Oo to <O A ( A W (0 N ( N A A N N tl1 N mm tp (O mm AA m (n 00m A O O O w n A W w n w n W O w 0 n W w 0 e 0 F m m 0 ft m C m C m C m C m C m C m C m e m C m C C3 @ N C3 CO a) co W a) 03 W (0n (0T al (0T r m m N N N m 0 ml m m m C O 0 V V 4m m N m V A N N C V N N Oo Oo to <O ii, cn 7o m W (0 A A 0 O IV K) m N N tl1 N mm tp (O mm AA m (n 00m » w w n w n w w n w n W O w 0 n w n w 0 W N J m m O m A W m O w O O O » O O O d d m d d d d W m d N N J n J S N w O J 0 N V cn M a c n O O c M G A 7 � c r o CL L m O A N <O N N D m m m m A A A W W V j W W m m C O 0 V V 4m m N m V A N N C V N N Oo Oo to <O ii, cn 7o m W (0 A A 0 O IV K) m N N tl1 N mm tp (O mm AA m (n 00m » J n J S N w O J 0 N V cn M a c n O O c M G A 7 � c r o CL L m O A N <O d O N Cl) 0 rn rn rn rn rn rn rn rn rn rn O C m � O S N N N N N N N N N N Q 7 rn N rn A N w v, . 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O d O N 1 m C m C m C m C m C m C m e m C m C O 0 OJ 0 a) 00 N CO N co N CO N cu N W N Q] ID 7J ]7 31 3] 37 31 37 37 31 n IV fD N N N N N fD N (D fU N N p_ o j fT N N m A fJ1 j N � C � m m O A T N J O A A W J W A A V J m W d O O O O O o o o o O d d d St d d d si y d N W N a f�T N N W W m m N -4 W N N N N A A 3 lT N N W W f fO rn m O O b w 91 c0 N m C � N N W W DD Oo V J W W � W W N N V J ^ V m m m m A A co m t0 (O V V m m A A A A J n J N H O J N V al M S O 0 n r 3 7 � o o CL d N W J W A W W W N W W O N (D N W N J N m C ( m � n G C J N p n S N O N_ N N N N O N N O N N N O N N O N N O N r N O N O N O 0 Cr C O O O O O O O O O O M J�C c W t N O O m m J to ( W A O m � � C L � C SD c D m m ? 9 2 o D m m ? 2 7 < N n a n y ON m < r z m D D r m z 0 9 9 m m D 7J O _ m r < O O m y � C l) m r (� m r m m < a 0 m o D O P Cl) � m cn cn 0 M) 0 m 0 m m 0 m 0 m 0 m 0 m 0 e 0 ° o o ° o ° o ° o ° o ° O m ° o ° o 4A1 0 o m o o ro o m J N W m W A O 0 aG m C m C m C m C m C m C m e m C m C O 0 OJ 0 a) 00 N CO N co N CO N cu N W N Q] ID 7J ]7 31 3] 37 31 37 37 31 n IV fD N N N N N fD N (D fU N N p_ o j fT N N m A fJ1 j N � C � m m O A T N J O A A W J W A A V J m W d O O O O O o o o o O d d d St d d d si y d N W N a f�T N N W W m m N -4 W N N N N A A 3 lT N N W W f fO rn m O O b w 91 c0 N m C � N N W W DD Oo V J W W � W W N N V J ^ V m m m m A A co m t0 (O V V m m A A A A J n J N H O J N V al M S O 0 n r 3 7 � o o CL d N W J 111 10 fD Cl) N N O N O O. O � (0 O N O pl N S y Q V N N M 7 � 3 N G O N � 9 O .l 7 o n m < O O c M n r z o � o a v 0 0 m m n 'c 0 'a n 0 c 1 � 0 d 0 c n m N N to W � N O n fD 3 N O C r 0 AGENDA STAFF REPORI DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY Roger L. Haley, City Mana PREPARED BY G. Daniel Ojeda, P.E., Director of Public Works / City Engineer Paul Nguyen, P.E., Capital Improvement Program Manager SUBJECT: Contract Change Order No. 2 Sewer Main Replacement Project on Long Beach Boulevard and Imperial Highway Project No 4011.67.887 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 2 IN THE AMOUNT NOT TO EXCEED $18,515 TO KANA PIPELINE, INC. FOR THE LONG BEACH BOULEVARD AND IMPERIAL HIGHWAY SEWER MAIN REPLACEMENT PROJECT, PROJECT NUMBER 4011.67.887, AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT CHANGE ORDER." Background: On April 20, 2010, the City Council awarded the construction contract for the Long Beach Boulevard and Imperial Highway Sewer Main Replacement Project to KANA Pipeline, Inc. in the amount of $218,300. Construction started in June of this year and is currently on- going. During the course of construction, unforeseen circumstances arose due to incorrect subsurface information was provided by the Los Angeles County Sanitation District, the discovery of unsuitable soil material, and certain additional sewer lateral connections which were not previously identified. Previously, the City Council approved contract change order No.1 in an estimated amount of $80,000 for the contractor to complete the work. However, after final review of all of the contractor claims an additional change order is necessary. The contractor has resumed the work and is scheduled to complete the project by the last week of December Staff has estimated that an additional $18,515 for contract change order No.2 will be needed to complete this project. Discussion & Analysis: Contract change order No.2, will require the City Council's approval pursuant to Section 6 -3.15 of the Lynwood Municipal Code and its details are as follows. 1. Excavate and replace 6 wyes (4 ") with 8" VCP pipe: $ 9,000 2. Remobilization: $ 7,500 3. Steel plates rental 2,015 Total: $18,515 Fiscal Impact: The project is adequately funded through the Water Fund. Coordinated With: City Attorney's Office, Finance Department and City Clerk's Office 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT CHANGE ORDERS NO, 2 IN THE AMOUNT NOT TO EXCEED $18,515 TO KANA PIPELINE, INC. FOR THE LONG BEACH BOULEVARD AND IMPERIAL HIGHWAY SEWER MAIN REPLACEMENT PROJECT, PROJECT NUMBER 4011.67.887, AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT CHANGE ORDER WHEREAS, the Long Beach Boulevard and Imperial Highway Sewer Main Replacement Project is scheduled for completion during fiscal year (FY) 2010 -2011; and WHEREAS, on April 20, 2010, the City Council awarded the construction contract for this project to KANA Pipeline, Inc., and WHEREAS, on August 17, 2010, the City Council approved Contract Change Order (CCO) No.1 in the amount of not to exceed $80,000 to pay for the unanticipated additional work; and WHEREAS, staff issued Contract Change Order No 1 in the actual amount of $80,000; and WHEREAS, in order to complete the project, staff has now projected an additional $18,515 is needed for Contract Change Order No. 2, which requires the City Council's approval pursuant to Section 6 -3.15 of the Lynwood Municipal Code; and; and WHEREAS, the project budget is sufficient to pay for said change order 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 approve Contract Change Order No. 2 in the amount not to exceed $18,515 to KANA Pipeline, Inc. for the Long Beach Boulevard and Imperial Highway Sewer Main Replacement Project, Project No. 4011 67.887. Section 2. That the Mayor is hereby authorized to execute said contract change order Section 3. This resolution shall take effect immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this City Council Resolution. 3 PASSED, APPROVED and ADOPTED this 21st day of August, 2010. Aide Castro Mayor ATTEST: Maria Quinonez City Clerk Roger L. Haley City Manager APPROVED AS TO FORM: Fred Galante City Attorney APPROVED AS TO CONTENT: G. Daniel Ojeda, 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 passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the day of , 20_, 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 , 20_ City Clerk, City of Lynwood 9 "n �IJFI, filar. AGEN ST REP DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag PREPARED BY G. Daniel Ojeda, P.E., Director of Public Works / City Engineer Josef Kekula, Civil Engineering Associate Albert Espinoza, Administrative Analyst III SUBJECT: Award of Fuel Purchase Order 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 APPLY FOR A CHEVRON/TEXACO BUSINESS CARD (FUEL CARD) AND ISSUE A PURCHASE ORDER TO G &M OIL (CHEVON/TEXACO) IN THE AMOUNT NOT -TO- EXCEED $97,000 FOR THE PURCHASE OF DIESEL AND GASOLINE FOR CITY VEHICLES." Background: Staff recently requested price quotations from fuel suppliers in the City of Lynwood for the purpose of obtaining price discounts for purchasing fuel (diesel and gasoline) for the city fleet. The intent was that companies generally provide considerable price discounts if the City orders and purchases fuel in large quantities. Discussion & Analysis: Based on the quotations received and after a careful review of the price quotes and other factors, staff recommends that the Council authorize staff to issue a purchase order to G &M Oil (Chevron/Texaco) to purchase fuel. The following are the benefits of purchasing fuel for city vehicles from Chevron/Texaco: $0.05 cents per gallon discount on all gallons purchased for the first 12 months of opening an account. This rebate applies to any Chevron Station. In addition, there will be $0 05 discount on unleaded fuel and $0.10 discount on diesel fuel when fueling at a G &M Oil station. This discount does not expire. The discount is contingent upon the City purchasing a minimum of 2,000 gallons of fuel per month. ITEM 14 • Purchase controls help limit spending by restricting drivers' purchases to fuel related products only; limit the amount of gallons purchased per transactions, per day, per week. • Specialized fleet reporting. • Odometer tracking. • Driver ID numbers are assigned to individual drivers for enhanced and improved security and control. • On -line access to monitor purchases, make payments, cancel, order or replace cards. It is important to note that using the CalCard (current credit card used by staff) to purchase fuel will not allow the City to obtain the additional discount. Each city official, department head, and other staff will be assigned an individual Chevron/Texaco fuel card. Those fuel cards will be tracked on a monthly basis. The City will arrange to issue a purchase order in the amount budgeted per year. In the event that fuel prices dramatically increase (as was the case a few years ago), staff will prepare a budget amendment as necessary to augment the purchase order. Fiscal Impact: Funds have been adequately budgeted for fiscal year 2010 -2011 in account number 7011.45.420.65010. Coordinated With: City Attorney's Office City Manager's Office Finance Department RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO APPLY FOR A CHEVRON /TEXACO BUSINESS CARD (FUEL CARD) AND ISSUE A PURCHASE ORDER TO G &M OIL (CHEVON /TEXACO) IN THE AMOUNT NOT -TO- EXCEED $97,000 FOR THE PURCHASE OF DIESEL AND GASOLINE FOR CITY VEHICLES WHEREAS, on July 14, 2010 the City received asphalt quotations from three companies; and WHEREAS, the intent of the request for quotation is to receive considerable price reductions based on bulk purchasing. 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 authorize staff to apply for a Chevron/Texaco Business Card (Fuel Card) and issue a purchase order to G &M Oil (Chevron/Texaco) in the amount - not -to exceed $97,000 for the purchase of diesel and gasoline as follows: a) Purchase order amount from January to June 2011 from the remaining fund balance. b) Purchase order amount from July 2011 to June 2012 to be determined during the annual budget process. c) Purchase order amount from July 2012 to June 2013 to be determined during the annual budget process. Section 2. That this Resolution shall take effect immediately upon its adoption. Section 3 . The City Clerk shall certify as to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 21s day, of December 2010. Aide Castro Mayor ATTEST: Maria Quin6nez City Clerk Roger L. Haley City Manager 3 APPROVED AS TO FORM: APPROVED AS TO CONTENT Fred Galante City Attorney G. Daniel Ojeda, 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 5 1t tPO¢; �`Fa °F ~ 01 ,���� "tl AGENDA STAFF REPORT DATE. December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY. Roger L. Haley, City Managt PREPARED BY. Maria Quinonez, City Clerk Cesar Ortiz, Office Assistant II b. SUBJECT: Second Reading of Ordinance — An Ordinance of the City Council of the City of Lynwood, California, adding a new section 14 to Chapter 14 of the Lynwood Municipal Code regarding Fats, Oils and Grease Management and Discharge Control Recommendation: Staff recommends that the City Council waive reading and adopt the attached ordinance entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ADDING A NEW SECTION 14 TO CHAPTER 14 OF THE LYNWOOD MUNICIPAL CODE REGARDING FATS, OILS AND GREASE MANAGEMENT AND DISCHARGE CONTROL ". Background: The City Council introduced the attached ordinance for first reading on December 7, 2010. Fiscal Impact: N/A Coordinated With: N/A ITEM /5 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ADDING A NEW SECTION 14 TO CHAPTER 14 OF THE LYNWOOD MUNICIPAL CODE REGARDING FATS, OILS AND GREASE MANAGEMENT AND DISCHARGE CONTROL SECTION 1 The City Council of the City of Lynwood hereby adds a new Section 14 to Chapter 14 of the Lynwood Municipal Code to read as follows: Chapter 14 -14 Fats, Oil and Grease Management and Discharge Control 14 -14.1 Purpose, Policy and Findings. A. The Porter - Cologne Water Quality Act (California Water Code §13000, et seq.) provides for the regulation and reduction of pollutants discharged into the waters of California. B. The City of Lynwood is an Enrollee under the "General Waste Discharge Requirements for Sanitary Sewer Systems (Sewer WDRs) under Order No. 2006 -003, dated May 2, 2006 issued by the State Water Resources Control Board. The City is required to adopt Chapters and implement procedures to reduce the amount of fats, oils and grease [ "FOG "] discharged into the City's sanitary sewer collection system. C. Section D.1 3(iii) of the Sewer WDRs requires the City to demonstrate that it possesses the legal authority necessary to control discharges of FOG to and from those portions of the City's sanitary sewer collection system over which it has jurisdiction, so as to comply with the Sewer WDRs. D. Food Service Establishments (FSEs) or "Food Facilities', as defined in California Uniform Retail Food Facilities Law ( "CU RFFL "), Division 104 (Environmental Health), Part 7 (Retail Food), Chapter 4, Articles 1 -20 of the California Health & Safety Code, produce FOG as a by- product of their operations. If not properly managed and disposed, FOG will create the potential for blockage of sanitary sewer lines, which can result in sanitary sewer overflows ( "SSOs ") that cause damage to both public and private property, and public health issues and have the potential to pollute beaches and water courses in and around the City. E. Based on information collected by the Utility Division, FOG is one of the causes of sanitary sewer blockages and SSOs within the City of Lynwood. 2 F The current edition of the Uniform Plumbing Code requires FSEs that have the potential to produce FOG in quantities that can effect line stoppage or hinder sewage treatment or private sewage disposal to have grease control devices. Many FSEs, such as restaurants within the City do not have grease control devices. Implementation of this Chapter is necessary because these FSEs have the potential to require the City and the County Sanitation Districts of Los Angeles County (Sanitation Districts) to perform additional preventive maintenance on sewer lines that service these facilities, as well as respond to and cleanup blockages and SSOs caused by improper FOG disposal practices and grease control device maintenance. G. The purpose of this Chapter is to facilitate the maximum beneficial public use of the City's sanitary sewer collection system while preventing blockages of sewer lines resulting from discharges of FOG to the system, and to specify appropriate FOG discharge requirements for FSEs discharging into the City's sewer system. H. This Chapter shall be interpreted in accordance with the definitions set forth in Section 14.2 of this Chapter. The provisions of this Chapter shall apply to the direct or indirect discharge of all wastewater or waste containing FOG into City's sanitary sewer collection system. In order to manage and control, in a cost - effective manner, the discharge of FOG into the City's sanitary sewer collection system to the maximum extent practicable, the adoption of reasonable regulations, as set forth herein, is essential and it is the intent of this section to establish regulations for the disposal of FOG and other insoluble waste discharges from FSEs into the City's sewer system. J. To comply with Federal, State, and local policies and to allow the City to meet applicable standards, provisions are made in this Chapter for the regulation of wastewater and waste containing FOG discharges to the sewer facilities. K. This Chapter establishes quantity and quality standards on all wastewater and /or waste discharges containing FOG, which may alone or collectively cause or contribute to FOG accumulation in the sewer facilities causing or potentially causing or contributing to the occurrence of SSOs. 14 -14.2 Definitions. A. Unless otherwise defined herein, terms related to water quality shall be as defined in the Sewer WDRs and in the latest edition of I Standard Methods for Examination of Water and Wastewater, published by the American Public Health Association, the American Water Works Association and the Water Environment Federation. The testing procedures for waste constituents and characteristics shall be as provided in 40 CFR 136 (Code of Federal Regulations). B. Other terms not herein defined shall have the same meaning as set forth in the latest adopted applicable editions of the California Codes applicable to building construction adopted pursuant to the California Building Standards Law. C. Subject to the foregoing provisions, the following words and phrases shall mean. 1. 'Best Management Practices ": schedules of activities, prohibitions of practices, maintenance procedures and other management practices to prevent or reduce the introduction of FOG to the Sewer Facilities. 2. "Director ": the Director of the Department of Public Works, or his /her designee. 3. "Discharger ": any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer. Discharger shall mean the same as User. 4. "Domestic Wastewater ": any liquid and solid waterborne waste derived from the ordinary living processes of humans of such character as to permit satisfactory disposal, without special treatment, into the public sewer or by means of a private disposal system. 5. "Effluent': any liquid outflow from the food service establishment that discharges to the sewer collection system. 6. "Fats, Oils, and Grease" or "FOG' any substance, such as a vegetable or animal product that is used in, or is a by product of, the cooking or food preparation process, and that turns or may turn viscous or solidifies with a change in temperature or other conditions. 7. "FOG Control Program ": the FOG Control Program required by and developed pursuant to State Water Resources Control Board Order No. 2006 -003, D13 (vii). 8. "FOG Discharge Manual ": the "Fats, Oil and Grease Discharge Manual ", setting forth Best Management Practices for FSEs, as E approved by the Director 9 "FOG Wastewater Discharge Permit' or "Discharge Permit ". A permit issued by the City subject to the requirements and conditions established by the City authorizing the Permittee or discharger to discharge wastewater into the Sewer Facilities or Public Sewer. 10. "Food Grinder ": any device installed in the plumbing or sewage system for the purpose of grinding food waste or food preparation by products for the purpose of disposing it in the sewer system. 11. "Food Service Establishment ( "FSE ") - Facilities defined in California Uniform Retail Food Facility Law (CURFFL) Health & Safety Code § 113785, and any commercial or public entity within the boundaries of the City, operating in a permanently constructed structure such as a room, building, or place, or portion thereof, maintained, used, or operated for the purpose of storing, preparing, serving, manufacturing, packaging, or otherwise handling food for sale to other entities, or for consumption by the public, its members or employees, and which has any process or device that uses or produces FOG, grease vapors, steam, fumes, smoke or odors that are required to be removed by a Type I or Type II hood, as defined in CURFFL. An FSE shall not include a Limited Food Preparation Establishment. 12. "Grab Sample ": a sample taken from a waste stream on a one -time basis without regard to the flow in the waste stream and without consideration of time 13. "Grease Control Device" any grease interceptor, grease trap or other mechanism, device, or process, which attaches to, or is applied to, wastewater plumbing fixtures and lines, the purpose of which is to trap or collect or treat FOG prior to it being discharged into the Sewer System. A grease control device may also include any other proven mechanism to reduce FOG subject to the approval of the Director 14. "Grease Disposal Mitigation Fee ": a fee charged to an owner /operator of an FSE, as provided in this Chapter, when there are physical limitations to the property that make the installation of the usual and customary grease interceptor or grease control device for the FSE under consideration impossible. The Grease Disposal Mitigation Fee is intended to cover the costs of increased maintenance of the sewer system for inspection and cleaning of FOG or other viscous or solidifying agents that a properly employed grease control 5 device would otherwise prevent from entering the sewer system. 15. "Grease Interceptor" or "Interceptor ": a multi- compartment device that is constructed in different sizes and is generally required to be located, according to the California Plumbing Code, underground between an FSE and the connection to the sewer system. These devices primarily use gravity to separate FOG from the wastewater as it moves from one compartment to the next. These devices must be cleaned, maintained, and have the FOG removed and disposed of in a proper manner on regular intervals to be effective. 16. "Grease Trap a grease control device that is used to serve individual fixtures and have limited effect and should only be used in those cases where the use of a grease interceptor or other grease control device is determined to be impossible. 17. "Infiltration ": water entering the Sewer System, including sewer service connections, from the ground through such means as defective pipes, pipe joints, connections, or manhole walls. 18. "Inflow ": Water entering the Sewer System through a direct storm water runoff connection to the sanitary sewer, which may cause an almost immediate increase in wastewater flows. 19. "Inspector ": a person authorized by the City to inspect any existing or proposed wastewater generation, conveyance, processing, and disposal facilities. 20. "Interference ": any discharge which, alone or in conjunction with discharges from other sources, inhibits or disrupts the Sewer System, treatment processes or operations; or is a cause of violation of the City's NPDES or Waste Discharge Requirements. 21 "Limited Food Preparation Establishment ". is an establishment that is not considered an FSE when engaged only in reheating, hot holding or assembly of ready to eat food products and as a result, there is no wastewater discharge containing a significant amount of FOG Such limited food preparation establishment does not include any operation that changes the form, flavor, or consistency of food C1 22. "Local Sewer Agency': any public agency or private entity responsible for the collection and disposal of wastewater to the Sewer Facilities duly authorized under the laws of the State of California to construct and /or maintain public sewers. 23 "Major Operational Change ": a physical change or operational change causing generation of an amount of FOG that exceeds the current amount of FOG discharge to the sewer system by the Food Service Establishment in an amount that alone or collectively causes or creates a potential for SSOs to occur. 24 "New Construction ": any structure planned or under construction for which a sewer connection permit has not been issued. 25. "NPDES ": The National Pollutant Discharge Elimination System: the permit issued to control the discharge to surface waters of the United States as detailed in Public Law 92 -500, Section 402. 26. "Permittee ". a person who has received a permit to discharge wastewater into the Sewer Facilities subject to the requirements and conditions established by the City. 27. `Public Agency': the State of California and /or any city, county, special district, other local governmental authority or public body of or within this State. 28 `Public Sewer ": a sewer owned and operated by the City, or other local Public Agency, which is tributary to the Sewer Facilities. 29. "Regulatory Agency ": regulatory agency or regulatory agencies shall mean those agencies having regulatory jurisdiction over the operations of the city, including, but not limited to: a. United States Environmental Protection Agency, Region IX, San Francisco and Washington, DC (EPA). b. California State Water Resources Control Board (SWRCB) C. California Regional Water Quality Control Board, Los Angeles Region (Los Angeles RWQCB). 7 d. South Coast Air Quality Management District (SCAQMD). e. California Department of Public Health (DOPH). f. Any Public Agency. 30 "Sewage ": wastewater. 31. "Sewer Facilities" or "Sewer System ". any and all facilities used for collecting, conveying, pumping, treating, and disposing of wastewater and sludge operated by the City. 32. "Sewer Lateral ": a building sewer as defined in the latest edition of the California Plumbing Code. It is the wastewater connection between the building's wastewater facilities and a public sewer system. Sewer laterals between the buildings and the connection to the public sewer are owned and maintained by the property owner served by the lateral. 33. "Sewer WDRs ": the "General Waste Discharge Requirements for Sanitary Sewer Systems, Order No. 2006- 0003, issued by the State Water Resources Control Board, dated May 2, 2006, and any successor permit to such WDRs. 34. "Sludge ": any solid, semi -solid or liquid decant, subnate or supernate from a manufacturing process, utility service, or pretreatment facility 35. "User ": any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer system. User shall mean the same as Discharger. 36. "Waste ": sewage and any and all other waste substances, liquid, solid, gaseous or radioactive, associated with human habitation or of human or animal nature, including such wastes placed within containers of whatever nature prior to and for the purpose of disposal. 37 "Waste hauler ". any person carrying on or engaging in vehicular transport of waste as part of, or incidental to, any business for that purpose. 38. "Wastewater ": the liquid and water - carried wastes of the community and all constituents thereof, whether treated or H untreated, discharged into or permitted to enter a public sewer. 39. "Wastewater Constituents and Characteristics ": the individual chemical, physical, bacteriological, and other parameters, including volume and flow rate and such other parameters that serve to define, classify or measure the quality and quantity of wastewater 40. "Water Minimization Practices ": plans or programs intended to reduce or eliminate discharges to the sewer system or to conserve water, including, but not limited to, product substitutions, housekeeping practices, inventory control, employee education, and other steps as necessary to minimize wastewater produced. 14 -14.3 FOG Discharge Requirement. No FSE shall discharge or cause to be discharged into the sewer system FOG that exceeds the concentration level under the County Sanitation District standards, as adopted by the City, or that may accumulate and /or cause or contribute to blockages in the sewer system or at the sewer system lateral which connects the FSE to the sewer system. 14 -14.4 Prohibitions. The following prohibitions shall apply to all FSEs: A. No person shall discharge, or cause to be discharged any wastewater from FSEs directly or indirectly into the Sewer System without first obtaining a FOG Wastewater Discharge Permit pursuant to this Chapter. B. Discharge of waste, FOG or solid materials above the standard under Section 14 -14.3, including FOG and solid materials removed from the grease control device to the Sewer System, is prohibited. C. Discharge of waste or FOG above the standard under Section 14- 14.3 to the Sewer System which fails to comply with the FOG Discharge Manual is prohibited D. Discharge of waste or FOG above the standard under Section 14- 14.3 to the Sewer System in a manner which either violates the Sewer WDRs or causes or contributes to a condition which fails to comply with the Sewer WDRs is prohibited. 14 -14.5 Food Grinders Prohibited. f A. No food grinder shall be installed in a plumbing system of new construction of an FSE. B. All food grinders shall be removed from an existing FSE upon: (i) major operational change to the FSE; or (ii) any construction requiring the issuance of a building permit for either remodeling or construction of the FSE valued at $50,000 or more; (iii) All food grinders shall be removed from all existing FSEs within 180 days of the effective date of this Ordinance, except when expressly allowed by the Director pursuant to Section 14 -14.8 14 -14.6 Best Management Practices Required. A. All FSEs shall implement Best Management Practices in their operation to minimize the discharge of FOG to the sewer system. B. All FSEs must implement and demonstrate compliance with Best Management Practices (BMP) requirements as specified in the City's FOG Discharge Manual. Detailed requirements for Best Management Practices are specified in the FOG Discharge Manual and may include kitchen practices and employee training that are essential in minimizing FOG discharges. 14 -14.7 FOG Pretreatment Required. FSEs are required to install, operate and maintain an approved type and adequately sized grease interceptor necessary to maintain compliance with the objectives of this Chapter in accordance with the FOG Discharge Manual and the requirements of 40 CFR §403.5. 14 -14.8 Variance and Waiver of Grease Interceptor Requirement. A. Variance from Grease Interceptor Requirements. A variance or a conditional waiver from the grease interceptor requirements on such terms and conditions as may be established by the Director, consistent with the requirements of the Sewer WDRs, the City's FOG Control Program, the FOG Discharge Manual, and best construction, engineering, environmental and health and safety practices, to (1) allow alternative pretreatment technology that is at least equally effective in controlling the FOG discharge in lieu of a grease interceptor, may be granted by the Director to FSEs demonstrating to the Director's satisfaction that it is impossible to install, operate or maintain a grease interceptor; or (2) where the FSE demonstrates to the Director's satisfaction that any FOG discharge from the FSE is negligible and will have an insignificant impact to the sewer system. 10 B Waiver from Grease Interceptor Installation with a Grease Disposal Mitigation Fee. For FSEs where the installation of grease interceptor is not feasible and no equivalent alternative pretreatment can be installed, a waiver from the grease interceptor requirement may be granted with the imposition of a Grease Disposal Mitigation Fee as described in Section 14- 14.10. The Director's determination to grant the waiver with a Grease Disposal Mitigation Fee will be based upon such considerations that the Director determines to be appropriate and consistent with the Sewer WDRs, the City's FOG Control Program, the FOG Discharge Manual, and best construction, engineering, environmental and health and safety practices. Notwithstanding the foregoing, a grease interceptor will be installed when the FSE either (i) applies for any discretionary permit, including but not limited to a conditional use permit; or (ii) conducts any remodeling to an FSE which involves construction valued at $50,000 or more requiring a building permit and which involves any one or combination of the following: (1) under slab plumbing in the food processing area, (2) a 30% increase in the net public seating area, (3) a 30% increase in the size of the kitchen area, or (4) any change in the size or type of food preparation equipment. No discretionary permit, including but not limited to a conditional use permit, shall be issued to an FSE unless the applicant can demonstrate that a grease interceptor has been or will be installed at the FSE. C. Application for Waiver or Variance of Requirement for Grease Interceptor An FSE may submit an application for waiver or variance from the grease interceptor requirement to the Director. Terms and conditions for issuance of a variance to an FSE shall be set forth in the permit. A waiver or variance may be revoked at any time when any of the terms and conditions for its issuance is not satisfied or if the conditions upon which the waiver was based change so that the justification for the waiver no longer exists. D. Exemption (Conditional Waiver): A conditional waiver from installation of a grease interceptor may be granted for Food Service Establishments that have been determined to have negligible FOG discharge and insignificant impact to the sewer system. The Director's determination to grant or revoke a conditional waiver shall be based upon, but not be limited to, evaluation of the following conditions: 1. Quantity of FOG discharge as measured or as indicated by the size of Food Service Establishment based on seating capacity, number of meals served menu, water usage, etc. 2. Adequacy of implementation of Best Management Practices and compliance history 11 3. Sewer size, grade, condition based on visual information (CCTV), FOG deposition in the sewer by the Food Service Establishment, and history of maintenance and sewage spills in the receiving sewer system. 4 Changes in operations that significantly affect FOG discharge. 5. Any other condition deemed reasonably appropriate by the Director. 14 -14.9 Multiple FSEs At Commercial Properties. For properties at which multiple FSEs are operated on a single parcel, each FSE operator shall be individually and separately responsible for installation and maintenance of the grease interceptor serving its FSEs and for compliance with this Chapter. Furthermore, owners of commercial properties at which multiple FSEs are operated on a single parcel shall be responsible for ensuring compliance by each FSE on the parcel. Such operators and /or property owner may comply with this Chapter by installing and maintaining a grease interceptor or grease interceptors serving multiple FSEs upon approval by the Director on such terms and conditions that the Director may establish in his sole discretion. 14 -14.10 Grease Disposal Mitigation Fee. A. FSEs that operate without a grease control interceptor may be required to pay an annual Grease Disposal Mitigation Fee to equitably cover the costs of increased maintenance and administration of the sewer system as a result of the FSEs inability to adequately remove FOG from its wastewater discharge. This Section shall not be interpreted to allow a new FSE, or existing FSEs undergoing remodeling or change in operations, to operate without an approved grease interceptor unless the Director has determined that a grease control interceptor for the FSE is not applicable or required under the provisions of this Chapter. B. The Grease Disposal Mitigation Fee shall be established by Resolution of the City Council, and shall be based on the estimated annual cost of maintaining the sewer system for inspection and removal of FOG and other viscous or solidifying agents attributable to the FSE resulting from the lack of a grease interceptor or grease control device and such other costs that the City Council considers appropriate. At a minimum, the Grease Disposal Mitigation Fee shall be equivalent to the City's cost to: 1 ) Conduct quarterly inspections of FSE premises for compliance with this Chapter; 2.) Clean the City sewer line that is impacted by the FSEs waste water 12 discharges twice a year; and 3.) Review the FSEs sewer lateral cleaning records C. The Grease Disposal Mitigation Fee may not be waived or reduced when the FSE does not comply with the minimum requirements of this Chapter and /or its discharge into the sewer system in the preceding 12 months has caused or potentially caused or contributed alone or collectively, in sewer blockage or an SSO in the sewer downstream, or surrounding the FSE prior to the waiver request. 14-1411 Sewer System Overflows, Public Nuisance, Abatement Orders and Cleanup Costs. Notwithstanding any waiver of grease interceptor requirements under this Chapter, FSEs determined by the Director to have contributed to a sewer blockage, SSOs or any sewer system interferences resulting from the discharge of wastewater or waste containing FOG, may be ordered by the Director to immediately install and maintain a grease interceptor, and may be subject to a plan determined by the Director to abate the nuisance and prevent any future health hazards created by sewer line failures and blockages, SSOs or any other sewer system interferences. SSOs may cause threat and injury to public health, safety, and welfare of life and property and are hereby declared public nuisances. Furthermore, sewer lateral failures and SSOs caused by FSEs alone or collectively are the responsibility of the private property owner and /or FSE, and individual(s) as a responsible officer or owner of the FSE. If the City must act immediately to contain and clean up an SSO caused by blockage of a private or public sewer or sewer lateral serving an FSE, or at the request of the property owner or operator of the FSE, or because of the failure of the property owner or FSE to abate the condition causing immediate threat of injury to the health, safety, welfare, or property of the public, the City's costs for such abatement may be entirely borne by the property owner or operator of the FSE, and individual(s) as a responsible officer or owner of the FSE(s) and may constitute a debt to the City and become due and immediately payable upon the City's request for reimbursement of such costs. 14 -14.12 Industrial Wastewater Discharge Permit for FOG Required. A. FSEs proposing to discharge or currently discharging wastewater - containing FOG into the Sewer System shall obtain a Industrial Wastewater Discharge Permit from the City within either (i) 180 days from the effective date of this Chapter or (ii) at the time any FSE applies for or renews its annual business license from the City. Compliance with this Chapter must be demonstrated at the time any business license is issued, provided that the Director, based on his /her finding of good cause, may extend the compliance date for no more than 90 days after the date of the issuance of the license. 13 B Industrial Wastewater Discharge Permits for FOG shall be expressly subject to all provisions of this Chapter and all other regulations, charges for use, and fees established by the City. The City shall be authorized to enforce the conditions of FOG Wastewater Discharge Permits in accordance with this Chapter and applicable State and Federal Regulations. C. The City shall not issue a certificate of occupancy for any new construction, or occupancy unless an FSE has fully complied with the provisions of this Chapter. 14 -14.13 Industrial Wastewater Discharge Permit Application. Any person required to obtain a Wastewater Discharge Permit for FOG shall complete and file with the City prior to commencing discharges, an application in a form prescribed by the Director and shall provide the City such plans, information, and documents as the Director determines is necessary and appropriate to properly evaluate the application. The applicable fees, as established by resolution of the City Council, shall accompany this application. After evaluation of the data furnished, the Director may issue a FOG Wastewater Discharge Permit, subject to terms and conditions set forth in this Chapter and as otherwise determined by the Director to be appropriate to protect the Sewer System. 14-1414 Industrial Wastewater Discharge Permit for FOG Condition. The issuance of an Industrial Wastewater Discharge Permit for FOG may contain any of the following conditions or limits as determined by the Director: A. Limits on discharge of FOG and other priority pollutants. B. Requirements for proper operation and maintenance of grease interceptors and other grease control devices. C. Grease interceptor maintenance frequency and schedule. D. Requirements for implementation of Best Management Practices and installation of adequate grease interceptor and /or grease control devices. E. Requirements for maintaining and reporting status of Best Management Practices. F. Requirements for maintaining and submitting logs and records, including waste hauling records and waste manifests. G. Requirements to self- monitor 14 H. Requirements for the FSE to construct, operate and maintain, at its own expense, FOG control device and sampling facilities. Consent by the operator of the FSE for the City and other Regulatory Agencies to inspect the FSE to confirm compliance with this Chapter, the NPDES Permit and other applicable laws, rules and regulations. J. Additional requirements as otherwise determined to be reasonably appropriate by the Director to protect the Sewer System or as specified by other Regulatory Agencies. K. Other terms and conditions, which may be reasonably applicable to ensure compliance with this Chapter as determined by the Director. 14 -14.15 Industrial Waste Water Discharge Permit Fee. The Wastewater Discharge Permit fee shall be paid annually by the applicant in an amount adopted by Resolution of the City Council. Payment of permit fees must be received by the City prior to issuance of either a new permit or a renewed permit. A Permittee shall also pay any delinquent invoices in full prior to permit renewal. 14- 14 -.16 Industrial Wastewater Discharge Permit for FOG Modification of Terms and Conditions. A. The terms and conditions of an issued permit may be subject to modification and change in the sole determination of the Director during the life of the permit based on. 1. The Discharger's current or anticipated operating data; 2. The City's current or anticipated operating data; 3. Changes in the requirements of Regulatory Agencies which affect the City; or 4 A determination by the Director that such modification is appropriate to further the objectives of this Chapter. B. The Permittee may request a modification to the terms and conditions of an issued permit. The request shall be in writing stating the requested change, and the reasons for the change. The Director shall review the request, make a determination on the request, and respond in writing. 15 C. The Permittee shall be informed of any change in the permit limits, conditions, or requirements at least 45 days prior to the effective date of change. Any changes or new conditions in the permit shall include a reasonable time schedule for compliance. 14 -14.17 Industrial Wastewater Discharge Permit for FOG Duration and Renewal. Industrial Wastewater Discharge Permits for FOG shall be issued for a period not to exceed 1 year. Upon expiration of the permit, the user shall apply for renewal of the permit in accordance with the provisions of this Chapter 14 -14.18 Exemption from Industrial Wastewater Discharge Permit for FOG. A Limited Food Preparation Establishment is not considered an FSE for the purposes of this Chapter and is exempt from obtaining an Industrial Wastewater Discharge Permit for FOG. 14 -14.19 Non - Transferability of Permits. A. Industrial Wastewater Discharge Permits for FOG issued under this Chapter are for a specific FSE, for a specific operation and create no vested rights. B. No permit holder shall assign, transfer or sell any Industrial Wastewater Discharge Permit for FOG issued under this Chapter nor use any such permit for or on any premises or for facilities or operations or discharges not expressly encompassed within the underlying permit. C Any permit, which is transferred to a new owner or operator or to a new facility, is void. 14 -14.20 Industrial Wastewater Discharge Permit for FOG Charge for Use. In addition to the Discharge Permit application fee, a charge to cover all costs of the City for providing the sewer service and monitoring shall be established by Resolution of the City Council. 14 -14.21 Grease Interceptor Requirements. A. No wastewater discharges from FSEs shall be introduced into the sewer system until the required grease interceptors have been approved by the Director. B. Grease Interceptors shall be maintained in good and efficient operating condition in accordance with the FOG Discharge Manual. Ir" C Grease interceptors must be cleaned and maintained, and FOG must be removed from grease interceptors at regular intervals. D. FOG removed from grease interceptors shall be waste hauled periodically as part of the operation and maintenance requirements for grease interceptors and disposed of at an approved location in a proper manner and at regular intervals. 14 -14.22 • Monitoring and Reporting Conditions. A. Monitoring for Compliance with FOG Wastewater Discharge Conditions and Reporting Requirements 1. The Director may require periodic reporting of the status of implementation of Best Management Practices, in accordance with the FOG Control Program and the FOG Discharge Manual. 2. The Director may require visual and other monitoring at the sole expense of the Permittee to observe the actual conditions of the FSEs sewer lateral and sewer lines downstream. 3 The Director may require reports for self- monitoring of wastewater constituents and FOG characteristics of the Permittee needed for determining compliance with any conditions or requirements as specified in the FOG Wastewater Discharge Permit or this Chapter Monitoring reports of the analyses of wastewater constituents and FOG characteristics shall be in a manner and form approved by the Director and shall be submitted upon request of the Director. 4. Failure by the Permittee to perform any required monitoring, or to submit monitoring reports required by the Director constitutes a violation of this Chapter and shall be cause for the City to initiate all necessary tasks and analyses to determine the wastewater constituents and FOG characteristics for compliance with any conditions and requirements specified in the Industrial Wastewater Discharge Permit for FOG or in this Chapter 5. The Permittee shall be responsible for any and all expenses of the City in undertaking such monitoring analyses and preparation of reports. 6. Other reports may be required such as compliance schedule progress reports, FOG control monitoring reports, and any other 17 reports deemed reasonably appropriate by the Director to ensure compliance with this Chapter. B. Record Keeping Requirements. The Permittee shall be required to keep all documents identified by the Director relating to its compliance with this Chapter, including manifests, receipts and invoices of all cleaning, maintenance, grease removal of /from the grease control device, and identification of any disposal carrier and disposal site location for no less than 2 years. The Permittee shall, upon request, make the manifests, receipts and invoices available to any City representative, or inspector. These records may include: 1. A logbook of grease interceptor, and /or other grease control device cleaning and maintenance practices. 2. A record of Best Management Practices being implemented including employee training. 3 Copies of records and manifests of waste hauling interceptor contents. 4. Records of sampling data and sludge height monitoring for FOG and solids accumulation in the grease interceptors. 5. Any other information deemed appropriate by the Director to ensure compliance with this ordinance. C. Falsifying Information or Tampering with Process. It shall be unlawful to make any false statement, representation, record, report, plan or other document that is filed with the City, or to tamper with or knowingly render inoperable any grease control device, monitoring device or method or access point required under this Chapter. 14 -14.23 Inspection and Sampling Conditions. A. The Director may inspect or order the inspection and sample the wastewater discharges of any FSE to ascertain whether the intent of this Chapter is being met and the Permittee is complying with all requirements of this Chapter. The Permittee shall allow the City access to the FSE premises, during normal business hours, for purposes of inspecting the FSE's grease control devices and /or interceptor, reviewing the manifests, receipts and invoices relating to the cleaning, maintenance and inspection of the grease control devices or interceptor. B. The Director shall have the right to place or order the placement on the FSE's property, or other locations as determined by the on Director, such devices as are necessary to conduct sampling or metering operations. Where an FSE has security measures in force, the Permittee shall make necessary arrangements so that representatives of the City shall be permitted to enter without delay for the purpose of performing their specific responsibilities. C. For the Director to determine the wastewater characteristics of the discharger for purposes of determining the annual use charge and for compliance with permit requirements, the Permittee shall make available for inspection and copying by the City all notices, monitoring reports, waste manifests, and records including, but not limited to, those related to wastewater generation, and wastewater disposal without restriction but subject to the confidentiality provision set forth in this Chapter All such records shall be kept by the Permittee a minimum of 2 years. 14 -14.24 Right of Entry. Persons or occupants of premises where wastewater is created or discharged shall allow the Director, or City representatives, reasonable access to all parts of the FSE and all wastewater generating and disposal facilities for the purposes of inspection and sampling during all times the discharger's facility is open, operating, or any other reasonable time. No person shall interfere with, delay, resist or refuse entrance to City representatives attempting to inspect any FSE or facility involved directly or indirectly with a discharge of wastewater to the Sewer System. 14 -14.25 Notification of Spill. A. In the event a Permittee is unable to comply with any permit condition due to a breakdown of equipment, accidents, or human error or the Permittee has reasonable opportunity to know that his /her /its discharge will exceed the discharge provisions of the FOG Wastewater Discharge Permit or this Chapter, the discharger shall immediately notify the City by telephone at the number specified in the Permit. If the material discharged to the sewer has the potential to cause or results in sewer blockages or SSOs, the Permittee shall immediately notify the City, the Los Angeles County Department of Public Health, the Regional Water Quality Control Board, and the California State Office of Emergency Services if the SSO is 1,000 gallons or more. B Confirmation of this notification shall be made in writing to the Director at the address specified in the Permit no later than 5 working days from the date of the incident. The written notification shall state the date of the incident, the reasons for the discharge or spill, what steps were taken to immediately correct the problem, 19 and what steps are being taken to prevent the problem from recurring. C Such notification shall not relieve the Permittee of any expense, loss, damage or other liability which may be incurred as a result of damage or loss to the City or any other damage or loss to person or property; nor shall such notification relieve the Permittee of any fees or other liability which may be imposed by this Chapter or other applicable law. 14 -14.26 Enforcement. A. The City Council finds that, in order for the City to comply with the laws, regulations, and rules imposed upon it by Regulatory Agencies and to ensure that the Sewer Facilities are protected and are able to operate with the highest degree of efficiency, and to protect the public health and the environment, specific enforcement provisions must be adopted to govern the discharges to the Sewer System by FSEs. B. Pursuant to the procedures set forth in Section 14- 14.37, a Permittee, or applicant for a permit may appeal any determination made by the Director, including but not limited to a denial of a discharge permit, a notice of violation, permit suspension or revocation, or a Compliance Schedule Agreement (CSA) C The City, at its discretion, may utilize any one, combination, or all enforcement remedies provided in this Chapter in response to any FOG Wastewater Discharge Permit or Chapter violations. 14 -14.27 Violations. A. The owner or operator of an FSE, Permittee or Discharger shall be in violation of this Chapter if such owner, operator, Permittee or Discharger commits any of the following: 1. Fails to install an approved grease control device as required by this Chapter; 2. Makes any false statement, representation, record, report, plan or other document that is filed with the City; 3 Tampers with or knowingly renders inoperable any grease control device required under this Chapter; 4. Fails to clean, maintain or remove grease from a grease control device within the required time for such cleaning, maintenance or grease removal; 20 5. Fails to keep up -to -date and accurate records of all cleaning, maintenance, and grease removal and, upon request, fails to make those records available to any City Code Enforcement representative, or his or her designee, any representative of a local sanitation agency that has jurisdiction over the sanitary sewer system that services the FSE, or any Authorized Inspector that has jurisdiction under the Water Quality Chapter; 6. Refuses a City Code Enforcement representative, or his or her designee, a representative of a local sanitary sewer agency that has jurisdiction over the sanitary sewer system that services the FSE, or any Authorized Inspector, reasonable access to the FSE for the purposes of inspecting, monitoring, or reviewing the Grease Control Device manifests, receipts and invoices of all cleaning, maintenance, grease removal of /from the Grease Control Device, and /or to inspect the Grease Control Device; 7. Disposes of, or knowingly allows or directs FOG to be disposed of, in an unlawful manner; 8. Fails to remove all food grinders located in the FSE by the date specified by this Chapter; 9. Introduces additives into a wastewater system for the purposes of emulsifying FOG without the written, specific authorization from the sanitary sewer agency that has jurisdiction of the sanitary sewer system that services the FSE; 10. Fails to pay the Grease Disposal Mitigation Fee as specified in this Chapter when due; 11 Fails to comply with the FOG Discharge Manual; or 12. Otherwise fails to comply with the provisions of this Chapter or any permit issued by the City under this Chapter. B Violations under this Section shall be subject to the procedures, penalties and remedies set out in this Chapter and Chapter 1.04. All costs for the investigations, enforcement actions, and ultimate corrections of violations under this Section, incurred by the City shall be reimbursed by the owner /operator of the FSE. 14 -14.28 Compliance Schedule Agreement (CSA). 21 A. Upon determination by the Director that a Permittee, Discharger or other owner or operator of an FSE or owner of a Property is in noncompliance with the terms and conditions specified in its permit or any provision of this Chapter, or needs to construct and /or acquire and install a grease control device or grease interceptor, the Director may require the Permittee, Discharger, owner or operator to enter into a CSA with the City B The issuance of a CSA may contain terms and conditions as determine appropriate by the Director, including but not limited to requirements for installation of a grease control device, grease interceptor and facilities, submittal of drawings or reports, audit of waste hauling records, best management and waste minimization practices. Payment of fees, or other provisions to ensure compliance with this Chapter. C. The Director shall not enter into a CSA until such time as all amounts owed to the City, including user fees, noncompliance sampling fees, or other amounts due are paid in full, or an agreement for deferred payment secured by collateral or a third party, is approved by the Director. If compliance is not achieved in accordance with the terms and conditions of a CSA during its term, the Director may issue an order suspending or revoking the discharge permit pursuant to this Chapter. 14 -14.29 Permit Suspension. A. The Director may suspend any permit when it is determined that a Permittee: 1 Fails to comply with the terms and conditions of a CSA order. 2. Knowingly provides a false statement, representation, record, report, or other document to the City. 3 Refuses to provide records, reports, plans, or other documents required by the City to determine permit terms or conditions, discharge compliance, or compliance with this Chapter 4. Falsifies, tampers with, or knowingly renders inaccurate any monitoring device or sample collection method. 5. Refuses reasonable access to the Permittee's premises for the purpose of inspection and monitoring. 22 6. Does not make timely payment of all amounts owed to the City for user charges, permit fees, or any other fees imposed pursuant to this Chapter 7 Causes interference, sewer blockages, or SSOs with the Sewer Facilities. 8 Violates grease interceptor maintenance requirements, any condition or limit of its discharge permit or any provision of this Chapter. B When the Director has reason to believe that grounds exist for permit suspension, he /she shall give written notice thereof by certified mail to the Permittee setting forth a statement of such grounds. C. Effect 1. Upon an order of suspension by the Director, the Permittee shall immediately cease and desist its discharge and shall have no right to discharge any wastewater containing FOG directly or indirectly to the Sewer System for the duration of the suspension. All costs for physically terminating and reinstating service shall be paid by the Permittee. 2. Any owner or responsible management employee of the Permittee shall be bound by the order of suspension. 14 -14,31 Permit Revocation. A. Revocation. The Director may revoke any FOG Wastewater Discharge Permit when it is determined that a Permittee has failed to comply with this Chapter. B. Notice of Revocation. When the Director has reason to believe that grounds exist for the revocation of a permit, he /she shall give written notice by certified mail thereof to the Permittee setting forth a statement of such grounds. C. Effect of Revocation. 1. Upon an order of revocation by the Director becoming final, the Permittee shall permanently lose all rights to discharge any wastewater containing FOG directly or indirectly to the Sewer Facilities. All costs for physical termination shall be paid by the Permittee. 2. Any owner or responsible management employee of the Permittee shall be bound by the order of revocation. 23 3. Any future application for a discharge permit at any location within the City by any person associated with an order of revocation will be considered by the City after fully reviewing the records of the revoked permit, which records may be the basis for denial of a new permit. 4. An order of permit revocation issued by the Director shall be final in all respects on the 16th day after it is mailed to the Permittee. 14 -14.31 Damages to Sewer Facilities or Interruption of Normal Operations. A. Any person who discharges any waste, including but not limited to those listed under 40 CFR §403 5, which causes or contributes to any sewer blockage, SSOs, obstruction, interference, damage, or any other impairment to the Sewer Facilities or to the operation of the Sewer Facilities shall be liable for all costs required to clean or repair the Sewer Facilities together with expenses incurred by the City to resume normal operations. The total amount shall be payable within 45 days of invoicing by the City. B Any person who discharges a waste which causes or contributes to the City violating its discharge requirements established by any Regulatory Agency incurring additional expenses or suffering losses or damage to the Sewer Facilities, shall be liable for any costs or expenses incurred by the City, including regulatory fines, penalties, and assessments made by other agencies or a court. 14 -14.32 Public Nuisance — Criminal Penalties. A. Discharge of wastewater in any manner in violation of this Chapter or of any order issued by the Director, as authorized by this Chapter, or any other violation of this Chapter is hereby declared a public nuisance and shall be corrected or abated as directed by the Director Any person creating a public nuisance is guilty of a misdemeanor. B Any person who creates a public nuisance, as set forth above, is guilty of a misdemeanor, which upon conviction is punishable by a fine not to exceed $1,000 00, or imprisonment for not more than 6 months, or both. Each violation and each day in which a violation occurs may constitute a new and separate violation of this Chapter and shall be subject to the penalties contained herein. 14-1433 Termination of Service 24 A. The City, by order of the Director, may physically terminate sewer service and water service to any FSE, as follows: 1. On a term of any order of suspension or revocation of a permit; or 2. Upon the failure of a person not holding a valid Discharge Permit to immediately cease the discharge, whether direct or indirect, to the Sewer Facilities after the notice and process as provided herein. B. All costs for physical termination shall be paid by the owner or operator of the FSE or Permittee as well as all costs for reinstating service 14 -14.34 Emergency Suspension Order. The City may, by order of the Director, suspend sewer service and /or water service when the Director determines that such suspension is necessary to stop an actual or impending discharge which presents or may present an imminent or substantial endangerment to the health and welfare of persons, or to the environment, or may cause SSOs, sewer blockages, interference to the Sewer Facilities, or may cause the City to violate any State or Federal Law or Regulation. Any discharger notified of, and subject to, an Emergency Suspension Order shall immediately cease and desist the discharge of all wastewater containing FOG to the sewer system. 14 -14.35 Civil Penalties. A. In addition to criminal penalties and administrative penalties authorized by this Municipal Code, all users of the Sewer Facilities are subject to enforcement actions administratively or judicially by the City, U.S. EPA. State of California Regional Water Quality Control Board, County of Los Angeles, or other Regulatory Agencies. Said actions may be taken pursuant to the authority and provisions of several laws, including, but not limited to. (1) Federal Water Pollution Control Act, commonly known as the Clean Water Act (33 U.S.C.A. Section 1251 et seq.); (2) California Porter - Cologne Water Quality Control Act (California Water Code Section 13000 et seq.); (3) California Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.); (4) Resource Conservation and Recovery Act of 1976 (42 U.S C.A Section 6901 et seq.); and (5) California Government Code, Sections 54739 -54740 B In the event the City is subject to the payment of fines or penalties pursuant to the legal authority and actions of other regulatory or enforcement agencies based on a violation of law or regulation or 25 its permits, caused by the discharge of any User of the Sewer System which is in violation of any provision of the City's Chapter or the user's permit, the City shall be entitled to recover from the user all costs and expenses, including, but not limited to, the full amount of said fines or penalties to which it has been subjected, plus legal fees incurred in such action(s). C. Pursuant to the authority of California Government Code Sections 54739 - 54740, any person who violates any provision of this Chapter; any permit condition, prohibition or effluent limit; or any suspension or revocation order shall be liable civilly for a sum not to exceed $25,000.00 per violation for each day in which such violation occurs. Pursuant to the authority of the Clean Water Act, 33 U.S.C. Section 1251 et seq., any person who violates any provision of this Chapter, or any permit condition, prohibition, or effluent limit shall be liable civilly for a sum not to exceed $25,000.00 per violation for each day in which such violation occurs. The City Attorney of the City, upon request of the Director, shall petition the Superior Court to impose, assess, and recover such penalties, or such other penalties as the City may impose, assess, and recover pursuant to Federal and /or State legislative authorization, plus legal fees incurred in such action(s). D. Administrative Civil Penalties Pursuant to the authority of California Government Code Sections 54740.5 and 54740.6, the City may issue an administrative complaint to any person who violates: 1. any provision of this Chapter; 2. any permit condition, prohibition, or effluent limit; or 3 any suspension or revocation order. 14 -14.36 Appeals to the City Manager. Any FSE or its owner or operator, permit applicant, Discharger or Permittee adversely affected by a decision made by the Director may appeal the decision by filing, within 10 days, a written request for hearing before the City Manager accompanied by an appeal fee in an amount established by resolution. The request for hearing shall set forth in detail all the issues in dispute, and all facts supporting appellant's request. A hearing shall be held by the City Manager within 65 days. If the matter is not heard within the required time, the order of Director shall be deemed final. The appeal fee shall be refunded if the City Manager reverses or modifies the order of the Director in favor of the appellant. After the hearing, the City Manager shall uphold, modify, or reverse the decision. The written decision shall be sent by certified mail to the appellant or its legal 26 course V representative at the appellants business address. The City Manager's decision shall be final. 14 -14.37 Payment of Charges. A. Except as otherwise provided, all fees, charges and penalties established by this Chapter are due and payable upon receipt of notice thereof. All such amounts are delinquent if unpaid 45 days after date of invoice. B. Any charge that becomes delinquent shall have added to it a penalty in accordance with the following: 1. Forty -six days after date of invoice, a basic penalty of 10% of the base invoice amount, not to exceed a maximum of $1,000.00; and 2. A penalty of 1.5% per month of the base invoice amount and basic penalty shall accrue from and after the 46th day after date of invoice. C. Any invoice outstanding and unpaid after 90 days shall be cause for immediate initiation of permit revocation proceedings or immediate suspension of the permit. D. Penalties charged under this Section shall not accrue to those invoices successfully appealed, provided the City receives written notification of said appeal prior to the payment due date. E. Payment of disputed charges is still required by the due date during the City review of any appeal submitted by Permittees. F. Collection of delinquent accounts shall be in accordance with the City's policy resolution establishing procedures for collection of delinquent obligations owed to the City, as amended from time to time by the City Council. Any such action for collection may include an application for an injunction to prevent repeated and recurring violations of this Chapter. 14-1438 Judicial Review. A. Pursuant to Section 1094 6 of the California Code of Civil Procedure, the City hereby enacts this part to limit to 90 days following final decisions in adjudicatory administrative hearings the time within which an action can be brought to review such decisions by means of administrative mandamus. 27 B. Notwithstanding the foregoing, and pursuant to Government Code Section 54740.6, judicial review of a final order of the City Manager or the Director imposing administrative civil penalties pursuant to this Chapter may be made only if the petition for writ of mandate is filed not later than the 30th day following the day on which such order becomes final.' SECTION 3 If any sentence, clause, or phrase of this Ordinance is for any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining provisions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each sentence, clause or phrase thereof irrespective of the fact that any one or more sentences, clauses or phrases be declared unconstitutional or otherwise invalid. SECTION 4. Any provisions of the Lynwood Municipal Code, or appendices thereto, or any other Ordinance of the City, to the extent that they are inconsistent with this Ordinance, and no further, are hereby repealed. SECTION 5 This Ordinance shall go into effect and be in full force and operation from and after thirty days after its final passage and adoption. SECTION 6. The City Clerk shall cause this Ordinance to be published and. if appropriate, posted, as provided by law. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall and shall post in the Office of the City Clerk a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against the Ordinance First read at a regular meeting of the City Council held on the 6th day of April, 2010 and adopted and ordered published at a regular meeting of said Council on day of , 2010 PASSED, APPROVED and ADOPTED this day of 2010. CITY OF LYNWOOD: Aide Castro Mayor m ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney Roger L. Haley City Manager APPROVED AS TO CONTENT: G. Daniel Ojeda, P.E. Director of Public Works /City Engineer 29 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 30 . . . 0 1` DATE: December 21. 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag� PREPARED BY. G. Daniel Ojeda, P.E., Director of Public Works Ci Engineer Paul Nguyen, P.E., Capital Improvement Program Manager SUBJECT: Project Acceptance Water Main Line Project Located on State Street (from Tweedy Blvd. to Long Beach Blvd.) Tweedy Boulevard (from Long Beach Blvd. to State St.) Intersection of Long Beach Blvd. and Martin Luther King, Jr Blvd. Project Number 4011.67 950 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 AND ACCEPTING THE WATER MAIN LINE PROJECT ON STATE STREET, TWEEDY BOULEVARD AND THE INTERSECTION OF LONG BEACH BOULEVARD AND MARTIN LUTHER KING, JR. BOULEVARD, PROJECT NUMBER 4011.67 950, AS BEING COMPLETE; AUTHORIZING THE CITY ENGINEER TO PROCESS THE RECORDATION OF THE NOTICE OF COMPLETION; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO MAKE THE NECESSARY FUNDS TRANSFER AND APPROPRIATION'. Background: On November 3, 2009, the City Council awarded a contract to Cedro Construction, Inc. for the construction of the Water Main Line Project on State Street (from Tweedy Blvd. to Long Beach Blvd.), Tweedy Boulevard (from Long Beach Blvd. to State St.) and the intersection of Long Beach Boulevard and Martin Luther King, Jr. Boulevard, Project Number 4011.67.950 The project started on November 30, 2009, and all construction work on the project was completed on June 4, 2010. The project is funded with the1999 Water Bond funds and is now ready for acceptance by the City Council. Discussion & Analysis: During the course of construction, the contractor encountered various unknown underground conditions that required some portions of the water main to be relocated( ITEM realigned and /or lowered, which added additional cost to the project. The final construction cost for this project is $808,098.62, which includes the final contract quantities and the costs for contract change order No. 1 for unforeseen additional work. Fiscal Impact: The project final construction cost of $808,098.62 is distributed as follows: • Original Construction Contract Amount: $690,332.00 . Contract Change Order No.1: 1) Repair damaged sewer laterals $ 1,542.27 2) Pothole underground utilities for realignment of water $ 3,86032 Main 3) Repair existing void found underground $ 2,836.13 4) Change 12" water main connection on Long Beach Blvd $ 6,296.99 at Tweedy Blvd. 5) Add 2-45 Degree bends for water connection at State St. $ 1,405.04 and Minnesota Ave. 6) Realign water main at Cherokee Ave. to avoid existing City of South Gate's water main 7) Realign water main on State St. to avoid unknown substructure 8) Additional cost of night time work at Martin L. King, Jr Blvd. and Long Beach Blvd. 9) Install invert on 12" water main to avoid existing Substructure $ 7,178.49 $ 2,566.82 $ 3,220.00 $ 12,769.00 10) Lower 12" water main of State St. to go under substructure$ 8,654.10 11) Add 45 Degree bends for water connections at Wisconsin $ 8,48472 Ave. and at Sequoia Ave. 12) Install 4" flushout on Michigan Ave. $ 5,46300 13) Realign fire hydrant lateral to avoid substructure $ 4,63079 2 14) Reduce spacing of rebar dowels for concrete pavement $ 8,169.01 in trench area on State St. 15) Install 12" pipe to clear sewer laterals on State St. $ 3,608.10 16) Additional striping on Tweedy Blvd. due to change on realignment 17) Extend 6" laterals for fire hydrant and fire services on Tweedy Blvd. 18) Extend water services on Tweedy Blvd. 19) Quantities reconciliation on various bid items Total Cost for Contract Change Order No 1: Final construction cost $ 1,382.18 $ 16,227.66 $ 5,387.50 $ 14,084.50 $117,766.62 $808,098.62 The project budget is currently not adequately funded to cover for the final construction. Staff has identified the available funds from Project 4011.67.982, another water main improvement project, which can be transferred to this project. Coordinated With: City Attorney's Office Finance Department City Clerk's Office 3 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT CHANGE ORDER NO. 1 AND ACCEPTING THE WATER MAIN LINE PROJECT ON STATE STREET, TWEEDY BOULEVARD AND THE INTERSECTION OF LONG BEACH BOULEVARD AND MARTIN LUTHER KING, JR. BOULEVARD, PROJECT NUMBER 4011.67.950, AS BEING COMPLETE; AUTHORIZING THE CITY ENGINEER TO PROCESS THE RECORDATION OF THE NOTICE OF COMPLETION; AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO MAKE THE NECESSARY FUNDS TRANSFER AND APPROPRIATION WHEREAS, on November 3, 2009, the City Council awarded a contract in the amount of $690,332 to Cedro Construction, Inc. for the construction of the Water Main Line Project on State Street (from Tweedy Blvd. to Long Beach Blvd.), Tweedy Boulevard (from Long Beach Blvd to State St.) and the intersection of Long Beach Boulevard and Martin Luther King, Jr Boulevard, Project Number 4011 67.950; and WHEREAS, the project started on November 30, 2010 and was completed on June 4, 2010 WHEREAS, the project is funded with the 1999 Water Bond funds; and WHEREAS, the final construction cost is $808,098.62, which includes contract Change Order No.1 in the amount of $117,766.62 for unforeseen additional work and the final reconciliation of final quantities; and WHEREAS, the current project budget is not adequate to cove the final construction cost; however, staff has identified additional funds that can be used for this project; and WHEREAS, Public Works staff conducted the final inspection on June 4, 2010 and found that all work was completed in accordance with the project plans and specifications. 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 Contract Change Order No. 1 in the amount of $117,766 62 for the construction contract with Cedro Construction, Inc. for the construction of the Water Main Line Project on State Street (from Tweedy Blvd. to Long Beach Blvd.), Tweedy Boulevard (from Long Beach Blvd. to State St.) and the intersection of Long Beach Boulevard and Martin Luther King, Jr. Boulevard, Project Number 4011.67.950 4 Section 2 . That the City Council of the City of Lynwood accepts the Water Main Line Project on State Street (from Tweedy Blvd. to Long Beach Blvd.), Tweedy Boulevard (from Long Beach Blvd to State St.) and the intersection of Long Beach Boulevard and Martin Luther King, Jr Boulevard, Project Number 4011.67.950 as complete in accordance with contract documents; and authorizes the City Engineer to process the recordation of the Notice of Completion. Section 3 . That the City Manager or designee is authorized to make the following funds appropriation and transfer: FROM TO Water Main Improvement Project Water Main Improvement Project Project No. 4011.67.982 Project No. 4011.67.950 $117,000 $117,000 Section 4 . This Resolution shall go into effect immediately upon its adoption. Section 5 . The City Clerk shall certify as to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 21S day of December, 2010. Aide Castro Mayor ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM Fred Galante City Attorney Roger L. Haley City Manager APPROVED AS TO CONTENT: G Daniel Ojeda, 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 passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the day of , 20, 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 , 20_ City Clerk, City of Lynwood C. -yRl�l Fl.l'rs. f1 of �k AGENDA STAFF REPORT 6 51d!_,�Yt. DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: Robert Torrez, Assistant City Manager Alfredo J. Lopez, III, Director of Human Resources SUBJECT: Resolution to Approve Tax Deferred CaIPERS Member Paid Contributions in Accordance with Internal Revenue Code 414(h)(2) Employer Pick -Up Recommendation: Staff respectfully requests that the City Council adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO TAX DEFER MEMBER PAID CONTRIBUTIONS — IRC 414(h)(2) EMPLOYER PICK -UP." Background: Currently, the State of California Government Code and local management and non - management collective bargaining agreements allow the City to report to CalPERS the Employer Paid Member Contribution (EPMC), currently at 8% of base salary, in order to calculate the retirees' final and highest compensation period. However, when the City reports EPMC to CalPERS, and, in turn, seeks reimbursement of EPMC from the retiring employee during their last 12- months of City service, that employee is currently reimbursing the City on a post -tax basis. Therefore, adoption of the attached Resolution will allow the soon- to -be- retired employees to reimburse the City on a pre -tax basis, and provide new hires hired after January 1, 2011, the ability to use pre -tax dollars to pick -up their EPMC as all new hires will begin to pay toward their retirement at the start of the New Year. Discussion & Analysis: Per the State of California Government Code Section 20692, where it states: "(a) Where a contracting agency employer or a school employer has elected to pay all or a portion of the normal contributions of members of a group or class of employment pursuant to Section 20691, the employer ITEM 15 may, pursuant to a labor policy or agreement, stop paying those contributions during the final compensation period applicable to the members and, instead, increase the payrate of the members by an amount equal to the normal contributions paid by the employer on behalf of the employees in the pay period immediately prior to the final compensation period or increase the payrate of the members by an amount established by a labor policy or agreement in existence and in effect on June 30, 1993. That amount shall not exceed the amount of the normal member contributions that are required to be paid by the members." and local collectively bargained Memorandum of Understanding (MOU) between the City and the Management Bargaining Group (City -MBG), and the City and the Lynwood Employees' Association (City -LEA), where it states: .. Each employee, eligible for service retirement may have his /her City paid CalPERS contribution reported as compensation for all or any part of the twelve (12) month period prior to his /her service retirement..." employees are eligible to have their full member -paid contribution reported to CalPERS for the purpose of calculating their final compensation period. However, because the City has not adopted a City- CaIPERS Resolution for IRC 414(h)(2) the EPMC of 8% is reimbursed to the City on a post -tax basis by retiring employees. With the adoption of the attached Resolution, management and non- management employees will be eligible to reimburse the City for the 8% on a pre -tax basis. In addition, new hires hired after January 1, 2011, will be able to use pre -tax dollars to pick -up their EPMC as all employees will begin to pay toward their retirement at the start of the New Year. Fiscal Impact: Monies for this purpose are currently budgeted. In addition, reporting EPMC to CalPERS and seeking reimbursement from the City is a cost - neutral activity. And, having all new hires pick -up EPMC will save the City more than $500,000 in the next 10 years. Coordinated With: City Manager's Office City Attorney's Office Attachments: Resolution 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO TAX DEFER MEMBER PAID CONTRIBUTIONS — IRC 414(H)(2) EMPLOYER PICK -UP WHEREAS, the governing body of the City of Lynwood has the authority to implement the provisions of section 414(h)(2) of the Internal Revenue Code (IRC); and WHEREAS, the City of Lynwood has determined that even though the implementation of the provisions of section 414(h)(2) IRC is not required by law, the tax benefit offered by section 414(h)(2) IRC should be provided to All Employees who are members of the California Public Employees' Retirement System. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LYNWOOD AS FOLLOWS: Section 1. That the City of Lynwood will implement provisions of section 414(h)(2) Internal Revenue Code by making employee contributions pursuant to California Government Code Section 20691 to the California Public Employees' Retirement System on behalf of all its employees who are members of the California Public Employees Retirement System. "Employee contributions" shall mean those contributions to the Public Employees' Retirement System which are deducted from the salary of employees and are credited to individual employee's accounts pursuant to California Government Code section 20691. Section 2. That the contributions made by the City of Lynwood to the California Public Employees' Retirement System, although designated as employee contributions, are being paid by the City of Lynwood in lieu of contributions by the employees who are members of the California Public Employees' Retirement System. Section 3. That employees shall not have the option of choosing to receive the contributed amounts directly instead of having them paid by the City of Lynwood to the California Public Employees' Retirement System. Section 4. That the City of Lynwood shall pay to the California Public Employees' Retirement System the contributions designated as employee contributions from the same source of funds as used in paying salary. Section 5. That the amount of the contributions designated as employee contributions and paid by the City of Lynwood to the California Public Employees' Retirement System on behalf of employees shall be the entire contribution required of the employee by the California Public Employees' Retirement Law (California Government Code Sections 20000, et seq.). 3 Section 6. That the contributions designated as employee contributions made by the City of Lynwood to the California Public Employees' Retirement System shall be treated for all purposes, other than taxation, in the same way the member contributions are treated by the California Public Employees' Retirement System. PASSED, APPROVED and ADOPTED this 21 st day of December, 2010. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney Aide Castro Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: Alfredo J. Lopez III Director of Human Resources 4 d <tao¢2 4�F LYw, O �d AGENDA STAFF REPORT n ti r DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY. Roger L. Haley, City Mana nZ PREPARED BY: Perry Brents, Director of Recreation and Community Svcs. Mark Flores, Deputy Director SUBJECT: Facility Rental Fee Structure Research - Senior Center Recommendation: Staff recommends that City Council allow staff to conduct research that would give consideration to the implementation of a rental fee structure for the Lynwood Senior Citizen Center. Background: The City of Lynwood operates public facilities for both public and private use. Under specific City of Lynwood guidelines, designated City facilities can be rented or used in accordance with a City Council approved fee structure, City policy, and an application process. When the Lynwood Senior Citizen Center opened in 2008, a rental fee structure was not implemented. There have been inquiries into the use of the Senior Center for various intergenerational programs, including, funeral services for senior citizens, wedding receptions, senior citizen parties and various other night -time and weekend programs. Staff would like to study the implementation of a fee structure for the Lynwood Senior Citizen Center. Discussion & Analysis: The City of Lynwood Senior Center was opened in 2008. 100% of the costs to operate the center are provided through the City's General Fund. There is increasing interest in private rental of the facility. Currently, unlike other City - owned recreation facilities, there is no revenue generated by the use of the facility. Activities at the Lynwood Senior Center focus on senior citizens and take place during the day time hours Monday through Friday from 8:00 a.m. to 4:00 p.m. This facility is usually closed on the weekend and all major holidays. On occasion, the senior center clubs provide some weekend and night -time activities that may include entertainment, dancing and bingo. There is no revenue re- capture, or a policy in place to address the City's costs for operating the Lynwood Senior Citizen Center. Further analysis and research into perspective types of usage would have to be completed to determine if the implementation of a rental fee structure at the Senior Center is reasonable. The Senior Center fee structure research would include but not be limited to a study of reasonable re- capture costs, fees charged elsewhere for similar facilities in other cities, and consideration of any other alternative revenue streams. The evaluation would include appropriate considerations for current uses consistent with the formula used for city facility rentals, non - profit, commercial, and community group rentals and overall fees that are inline with comparable community /senior centers. Consideration would be given to how the City can maximize use of the facility, generate revenue, and address current and future policy decisions regarding the facility. Consideration for the implementation of a fee structure at the Lynwood Senior Citizen Center will also include input from the Recreation and Community Affairs Commission, the Finance Department, and the Senior Advisory Council. Findings and recommendations will be brought back to City Council for consideration. Fiscal Impact: The anticipated Revenue /Expenditures associated with the use and /or service is unknown at this time The cost recovery levels for the rental of the facility will be determined based on market value of similar facilities alike and the cost to provide use of the facility. Coordinated With: City Attorney Finance and Administration City Manager 2 a as y AGENDA DATE: December 21, 2010 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag PREPARED BY: Maria Quinonez, City Clerk A � Alicia Duarte, Executive Assistant to the City Clerk (Y SUBJECT: Review of Board and Commission Members & Annual Boards and Commissions Local Appointment List Recommendation: Staff recommends that the City Council review the list of Board and Commission members. After review, the Council may wish to provide staff with direction in filling the current vacancies, which are: Design Review Board (2 vacancies), Public Safety/Traffic & Parking Commission (1 vacancy), Women's Commission (2 vacancies), Veterans Affairs Council (2 vacancies) and Youth Commission (1 vacancy). The City Council may further make any other adjustments to these Boards and Commissions, as it deems appropriate, in accordance with the rules outlined below and in the Maddy Act. It is also recommended that the City Council direct staff to post the attached Annual City of Lynwood Boards and Commissions Appointment List, according to Maddy Act requirements. Background: Please find attached the City and a public notice identifying notice to all applicants that all criminal history check. Discussion & Analysis: of Lynwood Boards and Commissions Appointment List the vacancies, with an open until filled deadline and a appointments are subject to the successful passing of a Per Ordinance No. 1584, and Subsections 2 -12.1 through 2 -12.6 of the Lynwood Municipal Code, describing the provisions of Board and Commission Members (Subsidiary Public Bodies), and the specific (2 -12.4) appointment and term of memberp. . ITEM 107 a. Candidates for appointment to Subsidiary Public Bodies shall be nominated by a Council Member and confirmed by a vote of the Council. The appointed and confirmed candidates shall serve on the Subsidiary Public Bodies to which they have been appointed until the earlier of: A replacement is presented to the Council for confirmation by the appointing Council member. 2. The appointing Council Member's term in office has ended; or 3. The resignation of an appointee. b. Members of Subsidiary Public Bodies shall hold office until their successors are appointed, qualified and take office. C. Any and all provisions of this code relating to terms of office for members of Subsidiary Public Bodies are hereby repealed and shall be governed by the provisions of this section (Ord. #1584, 1). The duty of each Commissioner is to represent the appointing Council Member's interest (Lynwood Municipal Code sec. 2.22.d.1.). City Commission meetings are established to conduct City business. Members shall be residents of the City, and not officers or employees of the City. The City Council may remove any member of any Commission, Board or Committee at any time and without cause; provided, however, that any action of the City Council to remove a member of the Personnel Board from office prior to the expiration of his term shall not be effective unless approved by at least four (4) Councilmembers (Lynwood Municipal Code sec. 2- 12.1). Government Code Section 54970, known as the Maddy Act, requires the City Council to annually, by December 31 of each year, prepare a list of all regular and ongoing boards, commissions and committees, which are appointed by the City Council of the City of Lynwood, with the name of the incumbent appointee, the date of the appointment, the date the term expires and the necessary qualifications of the positions. The Maddy Act requires that this list be posted at the public library and be available to members of the public. Fiscal Impact: Stipends for the Boards and Commissions are currently budgeted at a total of $25 per commissioner per meeting, excluding the Senior Advisory Council and the Veterans Affairs Council, which do not receive stipends. The action recommended in this report will not have a new fiscal impact on the City. Coordinated With: City Manager's Office City Attorney's Office Administrative and Community Services Attachments: Boards and Commissions Local Appointment List Public Notice E 2r � $ o -Fo c O^� m -65 ti ° 3g8 a n4 �� O ° - , ��u �� 61:.� um �f �� L -N I� ❑> � 5vn ate 5 F t� �U� ¢� U � m�€O mU�� m�'^[i �U�4] � a` y G y O 0 N 96 -e> 8 u M �8& f • � E Qe' 9 a 3 K m x �igm i 6 � II fL m U 6i a S y W O W a fil �W� N � en g nu 5 a��•� °�,ea��anEf =� s r v+ U U V 5 � 8 3 � Z' � o 'O � = °G � F 1' � � � N E N qq � G N 19 ' S gp F F. Y V d C O E a Q U C •O U pp W >Uja Q [Y ❑°- V�+ 6 7 . 4 m u c ` m U ❑ma. � oQ� �� b� % E o, Yva°'j"� T fi a ^�aUn9�v� c o n _ a° Quj�- a °roi c4 yyy 4 4 O Z y $ N Dl N V 8 m U C (: 0 N F ❑ g -1 =1 CITY OF LYNWOOD PUBLIC NOTICE OF UNSCHEDULED VACANCIES (MADDY ACT) The City of Lynwood encourages interested Lynwood residents to apply for cur- rent vacancies on the boards /commissions listed below. Each of the board/ commission positions are for partial terms, set to expire on the dates listed below, unless earlier terminated in accordance with the Lynwood Municipal Code. Design Review Board 2 Vacancies Expire 12/11 Public Safety /Traffic & Parking Commission 1 Vacancy Expires 12/13 Veteran's Affairs Council 1 Vacancy Expires 12/11 1 Vacancy Expires 12/13 Women's Commission 1 Vacancy Expires 12/11 1 Vacancy Expires 12/13 Youth Commission 1 Vacancy Expires 12/11 REQUIREMENTS: All of the members of the above boards /commissions must be residents of the City of Lynwood. The responsibilities and qualifications of each board /commission listed above are further set forth in the Lynwood Municipal Code. WHERE TO APPLY: Applications may be obtained and returned to the Lynwood City Clerk's Office, at 11330 Bullis Road, Lynwood, CA 90262; or via fax to (310) 886 -0449. Applications will be received until posi- tions are filled. All appointments are subject to the applicant successfully passing a criminal history check. Last updated 12 -21 -10